GOVERNING AUTHORITY MEETING Report of 11 December 2015

PRESENT:

Dr Martin McAleese, Chancellor Mr James Corcoran Dr Shirley Coyle Mr James Donoghue Ms Mairead Dunne Prof Sean Farren Ms Lynette Fay Prof Eithne Guilfoyle Ms Brid Horan Mr Owen Keegan Prof Daire Keogh Prof Brian MacCraith

Mr Tom McCarthy Dr Andrew McGrady

Prof Gary Murphy Dr Noel Murphy Mr Terence O’Rourke Mr John Power Dr Declan Raftery Cllr Keith Redmond Prof Fiona Regan Mr Paul Smith Ms Margaret Sweeney

APOLOGIES: Dr Anne Lodge Ms Phylomena McMorrow Dr Caroline McMullan

Ms Orlaith McBride Ms Regina Moran Mr John Smith

IN ATTENDANCE: Ms Marian Burns Ms Mary Colgan (Recording Secretary)

Mr Ciaran McGivern

The Chancellor welcomed everyone to the meeting and added two new items to the agenda:-

Honorary Doctorate Sub Committee

2016 Themes

1. MINUTES OF THE MEETING OF 22nd October 2015 Approved by the Authority.

2. GOVERNING AUTHORITY MINUTES OF 22nd October 2015 FOR WEB PUBLICATION

Approved by the Authority. 3. REVIEW OF ACTION ITEMS Action 1: COO to circulate dates for Faculty and Unit Visits

Action 2: Authority’s February 2016 meeting will take place in the Church of Ireland College of Education Action 3: Ongoing Action 4: Scheduled as Agenda item 6 today

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Action 5: Ongoing Action 6: It was agreed that key dinners in future will be scheduled at the discretion of the President. To be removed as an Action item Action 7: Scheduled as Agenda item 7 today Action 8: Risk # 2, Loss of University connectivity will be removed as part of the University’s Risk Register review

4. MATTERS ARISING FROM MINUTES

None For Discussion

5. PRESIDENT’S REPORT and UNIVERSITY OFFICERS’ REPORTS

5.1 President’s Report HE Sectoral Issues / HEA / IUA

The President reported on the very positive outcome for the University in the HEA report on the first year of the operation of Performance-based Funding. The evaluation places the University in Category 1, which means that the University will receive its full performance funding in respect of the 2016 budget allocation.

The President also informed the Authority of the outcome of the HEA report on the performance of the regional cluster, Dublin II (Cluster of AIT, DCU, DkIT and MU). In commending the work of Dublin II, the HEA allocated €881K in funding to the cluster. This represents an increase of c.48% of funding than would otherwise have been delivered through the Recurrent Grant Allocation Model (RGAM). The President reported that the University (including SPD and MDI) will receive €381K of the total allocated.

Inter-Institutional Developments

DCU-SPD-MDI-CICE Incorporation Programme The President reported that a major internal quarterly review of the Incorporation Programme had taken place in recent days. He stated that the legal aspects of incorporation are expected to be completed by the end of June 2016. The President also reported that the HEA deems the Incorporation Programme to be of national importance and has awarded €2.75m in funding of costs associated with same.

Internal Developments The President reported that the University has been ranked 46th in the QS Top 50 Under 50 Ranking. He noted that with close to 10,000 young universities in existence (i.e. less than 50 years old), this puts the University in the top 0.5% worldwide. He spoke of the importance of the ‘Top 50 Under 50’ brand in terms of developing international partnerships and attracting international students and staff. The President reported on the excellent level of support typically offered by University staff in response to specific incidents and tragedies. The President informed the Authority that he and the Chancellor met with Hannah Waters, who is one of the students injured in Berkeley, California during the summer, and reported on the very positive support she is receiving from the University.

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Risk Mitigation Update As part of the periodic reporting to the Authority on the seven high-level Institutional Risks, the President addressed:

Risk # 7: Insufficient teaching space to accommodate growing student numbers

The President reported on the upgrade to facilities on All Hallows Campus, which will provide ca. 14 lecture rooms and office accommodation for c.70 staff for the start of 2016/17 academic year. He also reported on the construction of two new floors on the F-Block on St Patrick’s Campus.

Significant Events/Developments The President reported on:

12 graduation ceremonies across the various campuses of SPD, MDI, AHC and DCU and paid tribute to the Registry offices colleagues across the campuses for all their work.

Women in Leadership Initiative, launched in November - this Initiative seeks to address the underlying causes of gender imbalance in more senior positions in the University.

The University delegation to the University of Notre Dame with a view to developing a range of collaborations between the two universities.

Approval has been received from the Holy See in Rome for the sale of AHC to the University.

The death of staff member, Dr Paraic James (School of Chemical Sciences), RIP.

The re-branding of the DCU Innovation Campus which will now be known as ‘DCU Alpha’.

A CD, produced by SPD Artists in Residence, The Fidelio Trio, a copy of which is being presented to each member of the Authority today.

In the discussion that followed:

- The Chancellor welcomed Counsellor Keith Redmond (Fingal County Council) as the new representative on the Dublin local Authorities.

- The Chancellor congratulated the President on the successful outcome in respect of HEA Performance - based Funding. He also extended his congratulations on the exceptional level of pastoral care offered by the University to students in times of tragedy.

- It was agreed that a letter of condolence would be sent to Dr James’s family, on behalf of the Authority.

- It was agreed that the presentation from the launch of the Women in Leadership Initiative be circulated to members of the Authority. Any questions about the Initiative can be tabled for the next meeting of the Authority.

5.2 Finance Director Report The Finance Director reported that the core University budget will breakeven for the year and the commercial group of companies will make a profit of close to €2.5 million.

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He informed the authority that the HEA had confirmed that funding of €2.75m was being allocated to DCU in relation the Incorporation Project following the call for proposals issued by the HEA in October 2015. Authority member Margaret Sweeney extended her congratulations to the Finance Director and his team for the excellent result in terms of level of funding awarded by the HEA.

5.3 Director of Human Resources Report The Director of Human Resources had no major items to report at this time. 5.4 Vice-President for Academic Affairs The Vice President for Academic Affairs reported that the confirmation of funding for the MEND Cluster means that projects being undertaken by MEND can all now continue. 5.5 Chief Operations Officer The Chief Operations Officer reported on:

The detailed mapping of space requirements for the Incorporation Programme across the Glasnevin, All Hallows and St Patrick’s Campuses.

The planning application for the new Student Centre is due to be submitted in February 2016.

Building up-grade works on AHC are ongoing to ensure facilities are of the required standard before the University takes full legal ownership of the campus.

For Discussion 6. UPDATE FROM 3U PARTNERSHIP The President reported on the outcome of the recent 3U review and briefed the Authority on the priorities for the partnership. He said that the aim of 3U Pathways Programme is to reach breakeven. A survey of staff regarding suggestions for the future development of 3U is underway and the President will report back to the Authority in due course when a decision is reached on this. 7. UNIVERSITY RANKINGS The President gave a presentation on the methodology - the sectors examined and the metrics - underpinning both the QS Ranking and the Times Higher Education (THE) Ranking surveys. While the mission of the University cannot be rankings-driven, the President said that a balance is needed so that, as a country, we can improve Ireland’s position in the global rankings, enhance our reputation, secure research investment and optimise our ability to attract and retain high quality staff. For Decision 8. INNOVATION CAMPUS – PHASE 1B CAPITAL INVESTMENT PROPOSAL The COO reported that having reviewed the proposal and business plan for a further capital investment of €2.4 million in the Innovation Campus, for the development of the upper floors of Innovation House, the Board of Invent Ltd, of which the Innovation Campus is a division of, is recommending the approval of this capital proposal. The COO stated that the requested funds were included in the University’s submission to the European Investment Bank. As the requested investment exceeds €750,000, the COO is required to seek the Authority’s approval of the funding proposal. APPROVED by the Authority

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For Noting 9. AUDIT COMMITTEE 9.1 Report of meeting of 25th November 2015 The Chair of the Audit Committee presented the Audit Committee’s Report from the meeting of 25th November, 2015. Noted by the Authority 9.2 Minutes of meeting of 23rd September 2015 The Chair of the Audit Committee presented the Audit Committee’s Minutes from the meeting of 23rd September, 2015. The Minutes were noted and the Authority asked that reference to the ‘absence of a Procurement Policy’ in the minutes be corrected. 9.3 Annual Report of the Audit Committee 2014/2015 The Authority recommends that Internal Audit be invited to present at the Authority’s February 2016 meeting. The Audit Committee Annual Report can also be presented at this time. Agreed by the Authority For Decision 9.4 Delegated Authority to Special Committee re SGIC The Authority was asked to approve delegated authority to a Special Sub-Committee to review and approve a revised Statement of Governance and Internal Control (SGIC), if requested to do so by the C&AG, in the interim period before the February meeting of the Authority. Agreed by the Authority. Ciaran McGivern noted that the C&AG will not be in a position to sign off on the accounts before the end of the calendar year. It is anticipated that the 2012/2013 and 2013/2014 accounts will be approved together early in the new year. For Noting 10. RISK COMMITTEE 10.1 Report of meeting of 30th November 2015 The Chair of the Risk Committee presented the Risk Committee’s Report from the meeting of 30th November 2015. Noted by the Authority 10.2 Minutes of the meetings of 4th June and 28th September 2015

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The Chair of the Risk Committee presented the Risk Committee’s Minutes of the meetings of 4th June and 28th September 2015 Noted by the Authority The Chancellor informed the Authority that Mr James Corcoran will replace Ms Regina Moran on the Risk Committee. 12. PERSONNEL MATTERS The Director of Human Resources presented the following candidates for approval:-

Dr Maura McAdam, for appointment as Professor of Management, DCU Business School

Prof Kevin Rafter for promotion to Full Professor under the Extraordinary Promotion Scheme in the Faculty of Humanities and Social Sciences (School of Communications)

Mr Noel Curran, for appointment as Adjunct Professor in the Faculty of Humanities and Social Sciences (School of Communications)

Mr Deiric Ó Broin for appointment as Adjunct Faculty in the Faculty of Humanities and Social Sciences (School of Law and Government)

Approved by the Authority 13. SCHEDULE OF MEETINGS 2016 Schedule circulated to members of the Authority. The Chancellor drew the Authority’s attention to the meeting scheduled for 23rd June 2016. This is the date for the approval of legal incorporation of the University with SPD, MDI and CICE. It will also mark the last meeting of the current Authority members. 14. HONORARY DOCTORATE SUB COMMITTEE The Chancellor informed the Authority that the Deputy President Designate is invited to join this Sub-Committee, replacing Mr Jim Dowling, former Deputy President (retired). The Chancellor informed the Authority that following its meeting earlier today, the Honorary Doctorate Sub Committee wishes to submit the nomination submitted in respect of Holocaust survivor, Mr Tomi Rechental to the Authority for its approval. Approved by the Authority 15. 2016 THEMES The Chancellor informed the Authority that as part of its 2016 celebrations, the University seeks to host a special Honorary award ceremony next year under the banner ‘Ireland 2016 – Icons of Excellence’. The intention is to recognise a number of key individuals who have been instrumental to Irish life under a number of themes, such as Civic Leadership, Enterprise and Innovation, Arts and Culture and Sport. Noted by the Authority 16. ANY OTHER BUSINESS None

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Action Items: (from last report)

Action Person

responsible Deadline

1. COO to circulate dates for Faculty and Unit visits by members of the Authority.

Authority Members

tbc

2. A future meeting of the Authority to be held on the campuses of the Linked Colleges and in The Helix before Incorporation process is completed.

COO February meeting to be held in CICE

3. DCU website information on Governing Authority to be updated with members biographies

COO Ongoing

4. Thematic presentations of the key elements of the University’s Strategic Plan are to be presented to the Authority over the course of the year

COO Ongoing

5. Letter of condolence to be sent to the family of Dr. Paraic James, RIP

COO 11th February 2016

6. Internal Audit to present to the Authority on the Annual Audit Plan and also the Self-Assessment of the Audit Committee

COO 11th February 2016

7. Presentation from Launch of the Women in Leadership Initiative to be circulated to members of the Authority

President 11th February 2016

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Minute of the Meeting of the STRATEGIC FINANCE ADVISORY COMMITTEE, a duly

convened Sub-Committee of the Dublin City University Governing Authority.

Held on the 11th

day of December 2015 at 2pm in CG35, Henry Grattan Building, DCU.

PRESENT:

Mr. Terence O’Rourke (Chair)

Dr. Noel Murphy

Mr. James Corcoran

Ms. Mairead Dunne

IN ATTENDANCE:

Mr. Ciaran McGivern

Mr. John Kilcoyne

Dr. Declan Raftery

Mr. Ultan Shannon (Arthur Cox)

1. PURPOSE OF THE MEETING

1.1 The Chairman reported that the purpose of the meeting was to consider and if thought fit

approve matters in connection with a proposed facility agreement in respect of a loan

facility in the amount of €76,000,000 (the “Facility Agreement”) to be provided to

DCU by the European Investment Bank (the “Bank”).

1.2 The Chairman noted that all amounts borrowed by DCU under the Facility Agreement

are to finance a capital investment programme entailing extension and refurbishment of

teaching, research, administrative and student facilities at the DCU Campus (the

“Project”), as more particularly described in the technical description set out in

Schedule A of the Facility Agreement.

1.3 The matters described in paragraphs 1.1 and 1.2 above and all matters arising out of,

ancillary to or in connection therewith and with the entry into and performance of the

Documents (as hereinafter defined) are hereinafter referred as the “Transactions”.

1.4 The Chairman explained that the main purposes of the meeting were as follows:

(a) to consider and, if thought fit, approve the terms of the Transactions and DCU’s

role in the Transactions;

(b) to consider and, if thought fit, approve the entry into by DCU of the Documents

(as defined below) and the performance of its obligations thereunder;

(c) to give authority to those executing the Documents on behalf of DCU to:

(i) negotiate and settle the final form of the Documents;

(ii) sign and deliver such of the Documents as require to be executed under

hand; and

(iii) where appropriate, witness the affixing of the DCU’s seal to, and

deliver, such of the Documents as are deeds.

10

2. DOCUMENTS

2.1 The Chairman noted that, in connection with the Transactions, DCU would be required

to enter into certain documents. He then produced to the meeting the latest drafts of the

following documents:

(a) the Facility Agreement; and

(b) a corporate certificate addressed to the Bank pursuant to which Mr Declan

Raftery in his capacity as Chief Operations Officer would provide certain

certifications about DCU (the “Corporate Certificate”),

(the “Transaction Documents”).

2.2 The Chairman informed the meeting that DCU may also be required to enter into other

documents defined in the Facility Agreement as “Finance Documents” or designated as a

Finance Document for the purposes of the Facility Agreement (it being noted that

documents may be designated as such in future) (the “Finance Documents”) and certain

other documents that it would or might be desirable to enter into in connection with the

Transactions (the “Further Documents”) (the Transaction Documents, the Finance

Documents, and the Further Documents (each, as amended, varied, waived,

supplemented, modified, restated or replaced at any time) are collectively hereinafter

referred to as the “Documents”).

3. CONSIDERATION OF TRANSACTIONS AND DOCUMENTS

3.1 The Members, acting in good faith, considered and discussed the financial position of

DCU and it was noted after further discussion that:

(a) the Members of the Committee (the “Members”) confirmed their full

understanding of the effect and implications for DCU of entering into and/or

performing its obligations under the Documents and the Transactions;

(b) the Members confirmed and acknowledged that, so far as any member was

aware, no party or parties to the Transactions or the Documents (including

without limitation, any employee, director, officer or other person, connected or

otherwise) received any inducement or payment of any kind in connection with

the entry into the Transactions and any Document and/or any documents

contemplated thereby;

(c) the Members considered that the benefits to be derived directly and indirectly

from DCU entering into the Documents and the Transactions are at least the fair

equivalent of the obligations to be undertaken by DCU under the Documents and

the Transactions and that the Members believed that DCU would be in a position

to give and make each of the covenants, representations and warranties

contained in the Documents; and

(d) the Members were of the opinion that the entry into by DCU and performance

by DCU of its obligations under the Documents and the Transactions would be

in the best commercial interests of DCU, having regard to the benefits which

would accrue, directly and indirectly, to DCU.

3.2 After further discussion IT WAS THE UNANIMOUS CONCLUSION of the meeting

that it was in the best interests and to the corporate benefit of DCU to enter into the

Documents, perform its obligations therein contained and perform the Transactions.

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4. APPROVAL OF THE TRANSACTIONS AND DOCUMENTS

After further discussion and full and careful consideration of the Transactions and the

Documents, IT WAS UNANIMOUSLY RESOLVED that:

4.1 in the good faith opinion of all the Members, it was for the commercial benefit and in the best interests of DCU to approve the Transactions and to approve the entry into by DCU of the Documents and the performance by DCU of its obligations arising under the Transactions and the Documents;

4.2 the Transactions be and are hereby approved;

4.3 the execution, delivery and performance of the Transaction Documents to which DCU is

a party be and are hereby approved;

4.4 Professor Brian MacCraith and Mr Declan Raftery (the “Authorised Signatories” and

any one an “Authorised Signatory”) be and are hereby each authorised individually to

approve, in his or her absolute discretion, any amendments to any Document (including,

without prejudice to the generality of the foregoing, amendments to the economic terms

and the general terms, conditions and form of such Document), the execution thereof

being conclusive evidence of the approval of such amendments;

4.5 the Corporate Certificate be executed under hand by Mr Declan Raftery, in his capacity

as Chief Operations Officer of DCU;

4.6 each Document if required or expressed to be executed under hand, be executed under

hand by any Authorised Signatory.

4.7 any Authorised Signatory be and is hereby authorised to:

(a) approve, issue, execute and/or deliver in the appropriate manner (whether under

hand or as a deed provided that where execution as a deed is required, it be done

in the manner provided for above) any other document which such any

Authorised Signatory considers necessary or desirable or expedient to be

approved, issued, executed and/or delivered by DCU in connection with or

pursuant to the Transactions and any Document; and/or

(b) to take all such actions on behalf of DCU as such Authorised Signatory shall in

his or her absolute discretion consider necessary, desirable or expedient in

connection with the Transactions and any Document and/or the transactions

contemplated thereby.

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Minute of the Meeting of the STRATEGIC FINANCE ADVISORY COMMITTEE, a duly

convened Sub-Committee of the Dublin City University Governing Authority.

Held on the 11th

day of December 2015 at 2pm in CG35, Henry Grattan Building, DCU.

PRESENT:

Mr. Terence O’Rourke (Chair)

Dr. Noel Murphy

Mr. James Corcoran

Ms. Mairead Dunne

IN ATTENDANCE:

Mr. Ciaran McGivern

Mr. John Kilcoyne

Dr. Declan Raftery

Mr. Ultan Shannon (Arthur Cox)

1. PURPOSE OF THE MEETING

1.1 The Chairman reported that the purpose of the meeting was to consider and if thought fit

approve matters in connection with a proposed facilities agreement in respect of facilities

in the aggregate amount of €54,000,000 (the “Facilities Agreement”) to be provided to

Campus Residences Limited by National Treasury Management Agency (as controller

and manager of the Ireland Strategic Investment Fund) (the “Lender”).

1.2 The Chairman noted that the Facilities Agreement would contain terms and conditions in

respect of two separate facilities, being facility 1 in an amount of €24,000,000 (“Facility

1”) and facility 2 in the amount of €30,000,000 (“Facility 2”). It was further noted that

Facility 1 would be lent to DCU to be used to finance the purchase by DCU of the

College Park Residences on the DCU Glasnevin Campus (the “College Park

Residences”), pursuant to an option agreement dated 23 December 2003 between DCU

and the Parties named in the Third Schedule thereto (the “Option Agreement”). It was

noted that all amounts borrowed under Facility 2 would be lent to DCU to be used to

provide bridging finance, pending receipt by DCU of Department of Education & Skills

grant funding, to enable DCU purchase the All Hallows Campus at Grace Park Road,

Dublin 9 (the “All Hallows Campus") and the development of new infrastructure on the

St. Patrick’s College Drumcondra Campus.

1.3 The matters described in paragraphs 1.1 and 1.2 above and all matters arising out of,

ancillary to or in connection therewith and with the entry into and performance of the

Documents (as hereinafter defined) are hereinafter referred as the “Transactions”.

1.4 The Chairman explained that the main purposes of the meeting were as follows:

(a) to consider and, if thought fit, approve the terms of the Transactions and the

DCU’s role in the Transactions;

(b) to consider and, if thought fit, approve the entry into by DCU of the Documents

(as defined below) and the performance of its obligations thereunder;

(c) to give authority to those executing the Documents on behalf of DCU to:

(i) negotiate and settle the final form of the Documents;

(ii) sign and deliver such of the Documents as require to be executed under

hand; and

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(iii) where appropriate, witness the affixing of the DCU’s seal to, and

deliver, such of the Documents as are deeds;

(d) to consider and, if thought fit, approve the role of Campus Residences Limited

(“CRL”) in the Transactions and to give authority for CRL to lend, borrow,

indemnify, create security and take all other actions as required or desirable for

the performance of its obligations under the Transactions including the entry

into and performance of its obligations arising under the Documents (as defined

in the board minutes of CRL appended to this extract of minutes at Appendix 1).

2. DOCUMENTS

2.1 The Chairman noted that, in connection with the Transactions, DCU would be required

to enter into certain documents. He then produced a copy of the latest draft of the

Facilities Agreement to the meeting and the latest drafts of the following documents:

(a) a third party mortgage and charge from DCU in respect of its interest in the four

student residences on the DCU campus (being the student residences which are

the subject of the security being provided by DCU, DCU Commercial Limited

and Campus Residences Limited to the Lender pursuant to the Facilities

Agreement (the “Student Residences”)); and

(b) an intra-group loan agreement, pursuant to which Campus Residences Limited

will provide a loan to DCU in the amount of €24,000,000 to enable DCU to

finance the purchase of the College Park Residences pursuant to the Option

Agreement (the “College Park Residences Intra–Group Loan Agreement”);

and

(c) an intra-group loan agreement, pursuant to which Campus Residences Limited

will provide a loan to DCU of up to a maximum amount of €15,000,000 to

enable DCU to discharge the construction costs of Dublin Software Park

Limited in respect of the development of the property at St Patrick’s College

Drumcondra Campus (the “St Patrick’s College Intra–Group Loan

Agreement”);

(d) an intra-group loan agreement, pursuant to which Campus Residences will

provide a loan to DCU of up to a maximum amount of €15,000,000 to enable

DCU to finance the purchase of the All Hallows Campus (the “All Hallows

Intra–Group Loan Agreement”);

(e) a deed of surrender or assignment and ancillary documents in respect of the

unwind of the Option Agreement (the “Option Documents”);

(f) an agreement for grant of easements and grant of easements from DCU, DCU

Commercial Limited and CRL in favour of the Lender in respect of access and

surfaces relating to the Student Residences;

(g) various property declarations including those relating to the Student Residences

not being a family home and providing that the covenants and conditions of the

relevant leases having been complied with (the “Declarations”);

(h) a direct agreement between DCU and the Lender pursuant to which DCU will

provide the Lender with certain undertakings in relation to the Transactions

contemplated by the Facilities Agreement; and

(i) a corporate certificate addressed to the Lender pursuant to which Mr Declan

Raftery in his capacity as Chief Operations Officer would provide certain

certifications about DCU (the “Corporate Certificate”)

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(the “Transaction Documents”).

2.2 The Chairman informed the meeting that DCU may also be required to enter into other

documents defined in the Facilities Agreement as “Finance Documents” or designated as

a Finance Document for the purposes of the Facilities Agreement (it being noted that

documents may be designated as such in future) (the “Finance Documents”) and certain

other documents that it would or might be desirable to enter into in connection with the

Transactions (the “Further Documents”) (the Transaction Documents, the Finance

Documents, and the Further Documents (each, as amended, varied, waived,

supplemented, modified, restated or replaced at any time) are collectively hereinafter

referred to as the “Documents”).

3. CONSIDERATION OF TRANSACTION AND DOCUMENTS

3.1 The members of the Committee (the “Members”), acting in good faith, considered and

discussed the financial position of DCU and it was noted after further discussion that:

(a) the Members confirmed their full understanding of the effect and implications

for DCU of entering into and/or performing its obligations under the Documents

and the Transactions;

(b) the Members confirmed and acknowledged that, so far as any member was

aware, no party or parties to the Transactions or the Documents (including

without limitation, any employee, director, officer or other person, connected or

otherwise) received any inducement or payment of any kind in connection with

the entry into the Transactions and any Document and/or any documents

contemplated thereby;

(c) the Members considered that the benefits to be derived directly and indirectly

from DCU entering into the Documents and the Transactions are at least the fair

equivalent of the obligations to be undertaken by DCU under the Documents and

the Transactions and that the Members believed that DCU would be in a position

to give and make each of the covenants, representations and warranties

contained in the Documents; and

(d) the Members were of the opinion that the entry into by DCU and performance

by DCU of its obligations under the Documents and the Transactions would be

in the best commercial interests of DCU, having regard to the benefits which

would accrue, directly and indirectly, to DCU.

3.2 The Members, acting in good faith, considered and noted following discussion that the

entry of CRL into the Transactions and that the ability of CRL to lend, borrow,

indemnify, create security and take all other actions necessary or desirable in connection

with the Transactions including the entry into and performance of its obligations under

the Documents (as defined in the board minutes of CRL appended to this extract of

minutes at Appendix 1) be approved.

3.3 After further discussion IT WAS THE UNANIMOUS CONCLUSION of the meeting

that it was in the best interests and to the corporate benefit of DCU to enter into the

Documents, perform its obligations therein contained and perform the Transactions and

IT WAS UNANIMOUSLY RESOLVED that CRL has the authority to perform its

obligations under the Transactions including its entry into and the performance of its

obligations arising under the Documents (as defined in the board minutes of CRL

appended to this extract of minutes at Appendix 1).

4. APPROVAL OF THE TRANSACTION AND DOCUMENTS

After further discussion and full and careful consideration of the Transactions and the

Documents, IT WAS UNANIMOUSLY RESOLVED that:

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4.1 in the good faith opinion of all the Members, it was for the commercial benefit and in the best interests of DCU to approve the Transactions and to approve the entry into by DCU of the Documents and the performance by DCU of its obligations arising under the Transactions and the Documents;

4.2 the Transactions be and are hereby approved;

4.3 the execution, delivery and performance of the Transaction Documents to which DCU is

a party be and are hereby approved;

4.4 Professor Brian MacCraith and Mr Declan Raftery (the “Authorised Signatories” and

any one an “Authorised Signatory”) be and are hereby each authorised individually to

approve, in his or her absolute discretion, any amendments to any Document (including,

without prejudice to the generality of the foregoing, amendments to the economic terms

and the general terms, conditions and form of such Document), the execution thereof

being conclusive evidence of the approval of such amendments;

4.5 the Corporate Certificate be executed under hand by Mr Declan Raftery in his capacity

as Chief Operations Officer of DCU;

4.6 each Document if required or expressed to be executed under hand, be executed under

hand by any Authorised Signatory;

4.7 any Authorised Signatory be and is hereby authorised to:

(a) approve, issue, execute and/or deliver in the appropriate manner (whether under

hand or as a deed provided that where execution as a deed is required, it be done

in the manner provided for above) any other document which such Authorised

Signatory considers necessary or desirable or expedient to be approved, issued,

executed and/or delivered by DCU in connection with or pursuant to the

Transactions and any Document; and/or

(b) to take all such actions on behalf of DCU as such Authorised Signatory shall in

his or her absolute discretion consider necessary, desirable or expedient in

connection with the Transactions and any Document and/or the transactions

contemplated thereby.