S.I. No. 64/2003 - Central Bank Act 1971 (Approval of Scheme of Abn Amro Bank, N.V. and Allied Irish Banks, P.L.C.) Order 2003

WHEREAS ABN AMRO Bank, N.V. (in the following Order referred to as the “Transferor” having its registered office at Gustav Maherlaan 10, 1082 PP Amsterdam, The Netherlands which is entitled to carry on banking business in the State under the provisions of the European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992 ( S.I. No. 395 of 1992 ) through its branch in the State at ABN AMRO House, International Financial Services Centre, Dublin 1, Ireland, and that branch carries on banking business in the State by virtue of the application to that branch of Regulation 25 of those Regulations, has agreed with Allied Irish Banks, p.l.c. (in the following Order referred to as the “Transferee” having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, which is the holder of a licence granted on 23 December 1971 under the Central Bank Act 1971 , to transfer to the Transferee certain business to which the licence of the Transferor relates.

AND WHEREAS on 30 December 2002, the Transferor and the Transferee submitted to the Minister for Finance for his approval a scheme (in the following Order referred to as the “Scheme”) made by the Transferor and the Transferee on 30 December 2002.

NOW I, Charlie McCreevy, Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 7 of this Order, at the request of the Transferor and the Transferee, hereby, in exercise of the powers conferred on me by section 33 of the Central Bank Act 1971 order as follows:

1.        This Order may be cited as the Central Bank Act 1971 (Approval of Scheme of ABN AMRO Bank N.V. and Allied Irish Banks, p.l.c.) Order 2003.

2.        In this Order —

“Agreement” means the Agreement for the Sale and Purchase of the Private Banking Business and Certain Assets of ABN AMRO Bank N.V. between the Transferor and the Transferee dated 23 December 2002;

“business” means all the Banking Assets as more particularly defined in the Scheme;

“Minister” means the Minister for Finance;

“Scheme” means the scheme dated 30 December 2002 submitted to the Minister for his approval by the Transferor and the Transferee pursuant to section 33 of the Central Bank Act 1971 (No. 24 of 1971) and the Agreement;

“transfer date” means 30 April 2003 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme or the Agreement;

“Transferee” means Allied Irish Banks, p.l.c.;

“Transferor” means ABN AMRO Bank N.V.

3.        The Minister approves of the Scheme.

4.        All books and other documents which would, before the transfer date, have been evidence in respect of any matter for or against the Transferor, shall be admitted in evidence in respect of the same matter for or against the Transferee on and from the transfer date.

5.       (1)       On and from the transfer date —

(a)      the Bankers' Books Evidence Acts 1879 to 1989 shall continue to apply with respect to any books of the Transferor transferred to the Transferee in connection with the business and to entries made in those books before the transfer date as if such books were the books of the Transferee, and

(b)      for the purpose of section 4 of the Bankers' Books Evidence Act 1879 any book to which that Act applies by virtue of subparagraph (a) of this paragraph shall, on being proved to be in the custody of the Transferee, be deemed to be one of the ordinary books of the Transferee and any entry in that book purporting to have been made before the transfer date shall be deemed to have been made in the ordinary course of business.

(2)       In this Article “books” has the same meaning as “bankers' books” in the Bankers' Books Evidence Acts 1879 to 1989.

6.       (1)       In respect of the business, the Transferor shall, at the request of the Transferee execute all instruments and do all such acts as may be necessary to —

(a)      transfer the property vested immediately before the transfer date in the Transferor as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) to, and

(b)      vest that property in,

the Transferee in the same capacity upon the trusts and with and subject to the powers provisions, liabilities and obligations applicable thereto respectively.

(2)      The Transferee shall be entitled to remuneration and to act as trustee, executor guardian or in any other fiduciary capacity (as the case may be) at the same scale of fees and upon and subject to the same terms and conditions as were applicable to the Transferor immediately before the transfer date.

7.       (1)       Any contract of guarantee, indemnity or other contract of suretyship undertaken by the Transferor with any person (in this Article referred to as the “relevant person”) in the course of or incidental to the business shall —

(a)      be transferred or deemed to have been transferred to the Transferee on the transfer date, and

(b)      become as and from that date a contract between the Transferee and the relevant person with the same rights and subject to the same obligations and incidents (including rights of set-off) as would have been applicable to it if such contract between the Transferor and the relevant person had continued.

(2)      Any order, instruction, direction, mandate or authority given, whether before or after that date, by the relevant person in relation to any contract to which paragraph (1) of this Article relates, which is a subsisting contract at the transfer date, shall apply and have effect after the transfer of such contract to the Transferee as aforesaid and any monies due or owing by the relevant person to the Transferor at that date under or by virtue of any such contract shall become due and payable by the relevant person to the Transferee instead of the Transferor.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

This Order approves the transfer of part of the banking business of the Irish branch of ABN AMRO Bank, N. V. to Allied Irish Banks, p.l.c. in accordance with a transfer scheme submitted to the Minister for Finance. The effect of the Order is that the relevant provisions of Part III of the Central Bank Act 1971 will apply to the transfer. The Order also makes provision for matters arising from, and incidental to, the transfer.