1

TO RECEIVE AND CONSIDER THE COMPANY S IRISH STATUTORY ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON.

2

ELECTION OF DIRECTOR: CRAIG ARNOLD

3

ELECTION OF DIRECTOR: ROBERT H. BRUST

4

ELECTION OF DIRECTOR: JOHN M. CONNORS, JR.

5

ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN

6

ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE

7

ELECTION OF DIRECTOR: KATHY J. HERBERT

8

ELECTION OF DIRECTOR: RANDALL J. HOGAN, III

9

ELECTION OF DIRECTOR: RICHARD J. MEELIA

10

ELECTION OF DIRECTOR: DENNIS H. REILLEY

11

ELECTION OF DIRECTOR: TADATAKA YAMADA

12

ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO

13

TO APPOINT INDEPENDENT AUDITORS AND AUTHORIZE THE AUDIT COMMITTEE TO SET THE AUDITORS REMUNERATION.

14

TO AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET PURCHASES OF COMPANY SHARES.

15

TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY SHARES. (SPECIAL RESOLUTION)