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Rosderra Telephone+353469733600 Carrick Road Facsimile +353 46 9733643 Edenderry CO Offaly Ireland Site Edendeny Site Skellan Fanm Rearymore Farm Castlebar Farni m Clonaslee Farm Bracknagh Farm Roscrea Site Date: 3rd June 2008. Licence Number. PO181-01 // PO312-01 / PO418-01 /, PO572-01 J PO435-02 { PO614-01 / PO1 80-02 ' 1 Ms Yvonne Clooney, Ofice of Licensing & Guidance, Environmental Protection Agency, PO Box 3000 Johnstom Castle, CO Wexford. Re; Transfer of Licence. Dear Ms Clooney: Please see enclosed completed transfer of licence application forms in respect of the following sites as a result of the recent successful management buy out of Glanbia Meats by the Rosderra Irish Meats Group as previously indicated to the agency. 0 Section of licence currently under judicial review. Please see enclosed attachments which are common to all the applications, (Including Fee) If we can be of any hrther assistance please do not hesitate to contact us, hkchnical Manager Ph: 087 2521270. Rosderra Irish Meats Group Ltd Registered Office Carrick Road, Edenderry, CO Offaly Registered in Ireland Number 452341 Directors, J Hanley, A Flerninq. M Slevin, N Leydon For inspection purposes only. Consent of copyright owner required for any other use. EPA Export 26-07-2013:00:50:33
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Page 1: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Rosderra Telephone+353469733600 Carrick Road Facsimile +353 46 9733643 Edenderry CO Offaly Ireland

Site Edendeny Site

Skellan Fanm Rearymore Farm Castlebar Farni m Clonaslee Farm Bracknagh Farm

Roscrea Site

Date: 3rd June 2008.

Licence Number. PO181-01 //

PO312-01 / PO418-01 /, PO572-01 J

PO435-02 { PO614-01 /

PO1 80-02 ' 1

Ms Yvonne Clooney, Ofice of Licensing & Guidance, Environmental Protection Agency, PO Box 3000 Johnstom Castle, CO Wexford.

Re; Transfer of Licence.

Dear Ms Clooney: Please see enclosed completed transfer of licence application forms in

respect of the following sites as a result of the recent successful management buy out of Glanbia Meats by the Rosderra Irish Meats Group as previously indicated to the agency.

0 Section of licence currently under judicial review.

Please see enclosed attachments which are common to all the applications, (Including Fee) If we can be of any hrther assistance please do not hesitate to contact us,

hkchnical Manager Ph: 087 2521270.

Rosderra Irish Meats Group Ltd Registered Office Carrick Road, Edenderry, CO Offaly Registered in Ireland Number 452341 Directors, J Hanley, A Flerninq. M Slevin, N Leydon

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Page 2: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

. P i ’

‘1

Tranifei. of Licence Application Form

4 Environmental Protection Agency An Ghnlamhmreodrt urn Chaarnhnii Comhshooil

T O e Lncensing

Transfer of a Licence Application Form

This document does notpurport to be and should not be considered a legal interpretation of the provisions and

requirements of the Waste h4anagement Acts, 1996 to 2003 /Environmental Protection Agency Acts 1992 & 2003.

Environmental Protection Agency P.O. Box 3000, Johnstown Castle, County Wexford

Telephone: 053-60600 Fax: 053-60699

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Page 3: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

a @EL Transfer of Licence Application Form

Not withstanding the provisions of Section 47 of the Waste Management Acts 1996 to 2003 or Section 94 of Environmental Protection Agency Acts 1992 & 2003 the following should be completed when applying to the Agency for the transfer of a

Waste or IPPC Licence.

Licence Register Number

Contact details for a contactperson or

persons in relation to the application to

transfer.

r‘

Location of activity to which the licence

relates

Name address and contact details of current licence

holder

Name address and contact details of

proposed transferee

When do the applicants want the

transfer to take effect?

Classes /Nature of Activity

Pos22-w.

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Page 4: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Transfer of Licence Application Form

Attachment A: Licence

Attachment B:

Attachment C: Fit and Proper

Person

Please provide as Attachment A (as per Section 47(3) of the Waste Management Acts 1996 to 2003 / Section 94 (3) of the Protection of the Environment Acts 1992 and 2003) a copy of the licence you wish to trans6er.

Please provide as Attachment ‘B the following as appropriate:

(a) (b) (c)

Certified Copy of Certificate of Incorporation CO~P~UIY’S Number in Company’s Registration Office and Particulars of Registered Office of the Company

Does the proposed transferee have a parent company? If so please provide details here. Does the proposed transferee have any subsidiaries involved in the industrial installation or waste facility management? Ifso please give details here.

The following information is required (please provide the information below or separately as Attachment C):

1.

2.

3.

Indicate whether the applicant or other relevant person has been convicted under the PoE Act, the Waste Management Act 1996, the Local Government (Water pollution) Acts 1977 and 1990 or the Air Pollution Act 1987.

Provide details of the applicant’s technical knowledge and/or qualifications, along with that of other relevant employees (see details below).

Provide information to show that the person is likely to be in a position to meet any financial commitments or liabilities that may have been or will be entered into or incurred in canying on the activity to which the application relates or in consequence of ceasing to carry out that activity.

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Page 5: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Transfer of Licence Application Form

Attachment D: Liabilities,

requirements & obligations

Attachment E: Transferee

Licence details

Attachment F: Estimated

Expenditure & Financial Provisions

In relation to Question 2 above please give details here for each person who will or is likely to have responsibility for licensed activities, to include:

a) the names of all persons who are to provide the management and supervision of the activities authorised by the licence, in particular the name of the facility manager and any nominated deputies; details of the responsibilities for each individual named under (a) above; and details of the relevant education, training and experience held b y each of the persons nominated under a) above.

b)

c)

Please provide a statement to show that the person to whom a licence is transferred has assumed and accepted all liabilities, requirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what period, including a period prior to the transfer of the licence or revised licence they may arise.

Has the proposed transferee, their parent company or any 'relevant person' had an application for a licence granted? Please provide details here or separately as Attachment E.

Has the proposed transferee, their parent company or any 'relevant person' had an application for a licence rejected; had a licence revoked; been refbsed as a transferee for a licence? Please provide details here or separately as Attachment E.

Please provide, as attachment F, a plan showing the estimated expenditure for each phase of the activity/activities. The plan should include: the likely costs o f (i) (ii) (iii) (iv)

Abatement Installation, Control & Monitoring Closure & Remediation of the site Clean-up following a plausible accidentlincident Long-tam aftercare for residual environmental liabilities.

The Plan should include a statement or details of provisions made for the underwriting of these costs/liabilities.

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Page 6: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Transfer of Licence Application Form

Application Fee

To ensure that your application is valid and can be processed please submit payment of one of the following amounts with your application to transfer the licence;

Waste Licence Transfer Application -€5,000 IPPC Licence Transfer Application - €2,000

We, the undersigned, are applying to the Environmental Protection Agency, as per Section 94 o f the Environmental Protection Agency Acts 1992 & 2003 (IPPC Transfer) for the transfer o f licence no PO572-01 from G1,anbia Farms Limited, Buncam, Castlebar, CO Mayo to

Castlebar, CO

Signed: Signed : Licensee

Company Seal Company Seal

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Page 7: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

.*...-- - - I Environmental Protection &.~L,-.~W- --- An Ghniornhairwcht urn Choomhnll Corn shooif

Headquarters, Johnstown Castle Estate

Wexford, Ireland

INTEGRATED POLLUTION CONTROL LICENCE

Licence Register Number: 572

Licensee: Glanbia Farms Limited

Location of Activity: Castlebar Branch

Buncam

Castlebar

County Mayo

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Page 8: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

Table of Contents

Page No .

Glossary .................................................................................................................... 1

Reasons for the Decision ..................................................................... 1. ......................... 3

Activities Licensed ............................................................................................................................... 3

Condition 1 Scope .............................................................................................................................. 4

Condition 2 Management of the Activity ............................................................................................ 4

Condition 3 Notification ..................................................................................................................... 5

Condition 4 Emissions to Atmosphere ................................................................................................ 6

Condition 5 Waste Management ......................................................................................................... 6

Condition 6 Noise .............................................................................................................................. 8

Condition 7 Protection of Surface Waters and Groundwaters .............................................................. 9

Condition 8 Energy Use .................................................................................................................... 10

Condition 9 Residuals Management ................................................................................................... 10

Condition 10 Monitoring ...................................................................... : .............................................. 11

Condition 11 Recording and Reporting to Agency ............................................................................... 12

Condition 12 Accident and Emergmcy Response ................................................................................ 12

Condition 13 Financial Provisions ....................................................................................................... 13

Schedule I (i) Animal Numbers Housed at the Facility ............................................................................ 14

Schedule 2(i) High RisWHazardous Wastes for Disposal/Recovery ........................................................ 14

Schedule 2(ii) Other Wastes for Disposal/lRecovery ............................................................................... 14

Schedule 2(iii) Wmte Monitoring and Analysis ...................................................................................... 15

Schedule 2(iv) Bufer Zones for Lamhpreading of Organic Waste .......................................................... 15

Schedule 2(v) Code of Practice for Idandspreading of Organic Waste .................... :., .............................. 16 Schedule 36) &$ace Water Discharge Monitoring ............................................................................... 16

Schedule 3(ii) Groundwater Monitoring ................................................................................................ 17

Schedule 3(iii) Soil Monitonng .............................................................................................................. 17

Schedule 4(i) Recording andReportfng to the Agency ............................................................................ 18

. .

Contents

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Page 9: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

'S \

, Environmental Protection Agency IPC Licence Regkter No: 572 .- - ,

Glossary of Terms

The Agency

The Licensee

AER

Annually

BATNEEC

Bi - monthly

BOD

Buffer zone

Clients list Table 1 lB(i)

COD

Daily

Daytime

Daylight hours

W A )

DO

EIS

EMP

EWC

Freeboard

ha

IPC

Landspreading

Leq

Local Authority

Monthly

Environmental Protection Agency.

Glanbia Farms Limited, Castlebar Branch, Buncam, Castlebar, County Mayo.

Annual Environmental Report.

AI1 or part of a period of twelve consecutive months.

13est Available Technology Not Entailing Excessive Cost.

Every two months

5 day Biochemical Oxygen Demand.

Area excluded from landspreading of waste.

A list of farmers and associated farmlands used for the landspreading cif slurry from the facility.

Chemical Oxygen Demand.

Ihuing all days of plant operation, and in the case of emissions, when emissions are taking place; with no more than 1 measurement on any one day.

0800 hrs to 2200 hrs.

Lighting-up time plus an hour

Decibels (A weighted).

Dissolved Oxygen.

Environmental Impact Statement.

Environmental Management Programme.

European Waste Catalogue (94/3/EEC as amended)

The difference in elevation between the maximum elevation of the slurry/manure and the minimum elevation of the storage tank

hectare.

Integrated Pollution Control.

The application of slurry/manure to farmland

Equivalent continuous sound level.

Mayo County Council.

At least 12 times per year at approximately monthly intervals.

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Page 10: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

Night-time

Noise sensitive location

Odour sensitive location

Regional Fisheries Board

Slurry/manure

Standard Methods

Waste disposal activity

Waste recovery activity

weekly

2200 hrs to 0800 hrs.

Any dwelling house, hotel or hostel, health building, educational establishment, place of worship or entertainment, or any other facility lor area of high amenity which for its proper enjoyment requires the absence of noise at nuisance levels.

.Any dwelling house, hotel or hostel, health building, educational (establishment, place of worship or entertainment, or any other facility or area of high amenity which for its proper enjoyment requires the absence of odour at nuisance levels.

Parts per million.

,411 or part of any three consecutive months beginning on the first day of January, April, July or October.

‘Western Regional Fisheries Board

North Western Regional Fisheries Board.

Animal faeces, urine, washwater and any associated feed or bedding.

As detailed in “Standard Methods for the Examination of Water and Wastewater”, (prepared and published jointly by A.P.H.A., A.W.W.A & W.E.F) 20th E d 1998, American Public Health Association, 1015 Fifteenth Street, N.W., Washington DC 20005, USA; or, an alternative method as may be agreed in writing with the Agency.

Means any of the activities included in the Third Schedule to the TNaste Management Act 1996.

Means any of the activities included in the Fourth Schedule to the 7Naste Management Act 1996.

1)Uring all weeks of plant operation, and in the case of emissions, when emissions are taking place; with no more than one measurement in any one week.

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Page 11: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

Reasons for the Decision

The Agency is satisfied, on the basis of the information available, that subject to compliance with the conditions of this licence, any emissions fiom the activity will comply with and not contravene any of the requirements of Section 83(3) of the Environmental Prot&tion Agency Act, 1992.

In reaching this decision the Agency has considered the application and supporting documentation received fiom the applicant, all submissions and objections received and the report of its inspectors.

In particular, the Agency has noted and given consideration to the following:

(i) (ii)

Quantification of Phosphorus Loss fiom Soil to Water, published by the EPA, 2000. An Environmental Appraisal and Review of the main factors Contributing to the decline of the River Robe as a Salmonid Fishery, Western Regional Fisheries Board

Activities Licensed In pursuance of the powers conferred on it by the Environmental Protection Agency Act, 1992, the Agency hereby grants a licence to:

Glanbia Farms Limited, Castlebar Branch, Buncam, Castlebar, County Mayo,

under Section 83( 1) of the said Act io carry on the following activity

:- the rearing of pigs in installations, whether within the same complex or within 100 metres of that complex, where the capacity exceeds 1,000 units on gley soils or 3,000 units on other soils and where units have the following equivalents: 1 pig = 1 unit, 1 sow = 10 units

at Castlebar Branch, Buncam, Castlebar, County Mayo, subject to the following thirteen Conditions, with the reasons therefor and associated schedules attached thereto.

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Page 12: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

Conditions

Condition 1 Scope

1.1 The activity shall be controlled, operated, and maintained and emissions shall take place as set out in this Integrated Pollution Control (IPC) licence. All programmes required to be carried out under the terms of this licence, become part of this licence.

No alteration to, or reconstruction in respect of, the activity or any part thereof which would, or is likely to, result in

(a)

1.2

a material change or increase in:

1.2.1

1.2.2

1.2.3

1.2.4 The fuels, raw materials, products or wastes generated with adverse

The nature or quantity of any emission,

The abattmenthreatment or recovery systems,

The range of processes to be carried out,

environmental significance, or

(b) anychangesin:

1.2.5 The site management and control with adverse environmental significance,

shall be carried out or commenced without prior notice to, and without the prior written agreement of, the Agency.

This licence is for the purposes of IPC licensing under the EPA Act, 1992 only and nothing in this licence shall be consbxed as negating the licensee’s statutory obligations or requirements under any other enactments or regulations.

Any reference in this licerrce to ‘site’ shall mean the plan area edged in red and labelled ‘Site Location Map’, Attachment No. 2, in the IPC licence application.

This licence relates to a facility with the capacity to house a maximum number of animals as described in Schedule Io) Animal Numbers Housed at the Facility. The licensee shall reduce animal numbers in compliance with Condition 5.5.9 where inadequate lands are included in the nutrient management plan required under Condition 5.5.8.

1.3

1.4

1.5

Reason: To clan& the scope of this licence.

Condition 2 Management of the Activity

2.1 Corrective Action

2.1.1 The licensee shall establish procedures to ensure that corrective action is taken should the specified requirements of this licence not be fulfilled. The responsibility and authority for initiating further investigation and corrective action in the event of a reported non-confixmity with this licence shall be defined.

2.2 Awareness and Training

2.2.1 The licensee shall establish and maintain procedures for identifjmg training needs, and for providing appropriate training, for all personnel whose work can have a significant effect upon the environment. Appropriate records of training shall be maintained.

2.2.2 PersonneYcontractors performing specifically assigned tasks shall be qualified on the basis of appropriate education, training andor experience, as required The licensee

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Page 13: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572 . .

must ensure that contractordagents involved in transport o f waste are appropriately trained and/or experienced, and receive adequate supervision on site.

2.3 Responsibilities

2.3.1 The licensee shall ensure that a person in charge, as defined under the terms of the Environmental Protection Agency Act, 1992 shall be available on-site to meet with authorised persons of the Agency at all reasonable times.

2.3.2 The licensee shall be satisfied that the recipient of the slurry/manure is aware of the nutrient management plan (Condition 5.5.8), code of practise and buffer zones covering landspreading (Condition 5.5.10) and of the requirements for storage of the slunylmanure (Ctmdition 5.5.3)

2.4 Communications

2.4.1 The licensee shall put in place a programme to ensure that members of the public can obtain information concerning the environmental performance o f the licensee at all reasonable times.

2.4.2 For each fill calendar year fiom the date of grant of this licence, the licensee shall submit to the Agency, by the 1' February o f the following year, an AER which shall be to the satisfactian of the Agency. This report shall include as a minimum the information specified in Schedule 4(i) Recording and Reporting to the Agency and shall be prepared in accordance with any relevant guidelines issued by the Agency. In addition, the first AER report shall, separately fiom the calendar year report, include a report covering the period from the date of grant of the licence to the 31' December o f the same year.

2.5 VerminControl

2.5.1 The licensee shall maintain sufficient and continuous vermin control at the site.

of the activity on a planned basis having regard to the desirability of ongoing #assessment, recording and reporting of matters aflecting the environment.

Condition 3 Notification

3.1 The licensee shall notify the Agency by both telephone and facsimile, i f available, to the Agency's Headquarters in Wexford, or to such other Agency office as may be specified by the Agency, as soon as practicable after the occurrence of any of the following:

3.1.1 Any unauthorised emission fiom the facility.

3.1.2 Any incident with the potential for environmental contamination of surface water or groundwater, or posing an environmental threat to air or land, or requiring an emergency response by the Local Authority.

The licensee shall include ;is part of the notification, the date and time of the incident, details o f the occurrence, and the steps taken to minimise the emissions and avoid recurrence. The licensee shall make a record of any incident as set out in Condition 3.1 above. The notification given to the Agency shall include details of the circumstances giving rise to the incident and all actions taken to minimise the effect on the environment and minimise wastes generated

3.2

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Page 14: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

a . Environmental Protection Agency IPC Licence Register No: 572

3.3 A summary report of reported incidents shall be submitted to the Agency as part of the AER The information contained in this report shall be prepared in accordance with any relevant guidelines issued by the Agency.

3.4 In the case of any incident as set out in Condition 3.1.2 above which relates to contamination of surface or groundwater, the licensee shall notify the relevant Regional Fisheries Board as soon as practicable after such an incident.

3.5 In the event of any incident, as set out in Condition 3.1.2 having taken place, the licensee shall notify the relevant Local A.uthority as soon as practicable, after such an incident.

Reason: To provide for the notiiication of incidents and update information on the activity.

Condition 4 Emissions to Atmosphere

4.1 The licensee shall ensure that all operations on-site shall be carried out in a manner such that air emissions and/or odours do not result in significant impairment of, or significant interference with amenities or the environment beyond the site boundary and at odour sensitive locations.

4.2 The licensee shall, within eighteen months of the date of grant of licence, submit an odour management programme for agreement with the Agency outlining odour reduction measures appropriate for the site. The licensee shall eplement this odour management programme with the agreement of the Agency, within a specified timefiame. The odour management programme shall be reviewed annually and amendments thereto notified to the Agency for agreement as part of the Annual Environmental Report (AER) (Condition 2.4.2). A report on the programme, including the success in meeting odour reduction on site, shall be prepared and submitted to the Agency as part of the AER.

of the environment iy way of control, limitation, treatment and monitoring of emissions.

Condition 5 Waste Management

5.1 Disposal or recovery of waste shall take place only as specified in Schedule 2(i) High RisW Hazardous Wastes for Disposal/Recovery and Schedule 2(ii) Other Wastes for DisposaURecovery of this licence and in accordance with the appropriate National and European legislation and protocols. No other waste shall be recovered on-site or disposed of;/recovered off-site without prior notice to, and prior written agreement of, the Agency.

5.2 Animal tissue or carcasses stored on-site pending disposal shall be placed in covered, leak proof containers and shall at a minimum be removed weekly for disposal in accordance with Schedule 2e) High RisWHazardous Wastes for Disposal/Recovery. This may be reduced to fortnightly removal during October to ]March with prior written agreement of the Agency.

5.3 Waste sent off-site for recovery or disposal shall only be conveyed by an agreed waste carrier, and only transported fiom the site of the activity to the site of recovery/disposal in a manner which will not adversely aflect the environment.

5.3.1 Animal tissue or carcasses sent off site for disposal/recovery shall be transported in covered, leak proof containers.

5.3.2 The transport of slunylmanure via the public road shall be carried out in sealed containers such that no spillage can occur.

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Page 15: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

5.4 For wastes other than those destined for landspreading, a full record, which shall be open to inspection by authorised persons of the Agency at all times, shall be kept by the licensee on matters relating to the waste management operations and practices at this site. This record shall as a minimum contain details of the following:

5.4.1 The names of the agent and carrier of the waste, and their permit details (to include issuing authority).

5.4.2 The name of the persons responsible for the ultimate disposaYrecovery of the waste.

5.4.3 The ultimate destination of the waste.

5.4.4 Written confirmation of the acceptance and disposal/recovery of any hazardous waste consignments sent off-site.

5.4.5 The tonnages and EWC Code for the waste materials listed in Schedule 2(i) High RisWHmardous Wastes for Disposal/Recovery and Schedule 2(ii) Other Wastes for DisposalAecoverv, sent off-site for disposal/recovery.

5.4.6 Details of any rejected consignments.

A copy of this Waste Management Record shall be submitted to the Agency as part of the AER for the site.

5.5 Where wastes are destined for landspreading the following conditions apply:

5.5.1

5.5.2

5.5.3

5.5.4

5.5.5

5.5.6

5.5.7

5.5.8

Monitoring of available storage capacity for slurry/manure shall be undertaken as outlined in Schedule 2(iii) Waste Monitoring and Analysis. Results shall be retained on site and available for inspection by the Agency at all reasonable times. The results shall be submitted to the Agency in a summary report included as part of the AER

Slurry composition shall be analysed as outlined in Schedule 2(iii) Waste Monitoring and Analysis and ii summary report included as part of the AER

The licensee shall ensure that in cases where there is transfer of slurry or manure fiom the .facility to storage provided on farms in the clients list table 11B(i) of the application, that it is contained in a purpose built slurry holding structure adequate for the protection of groundwater and surface water. Such transfer during November to January shall not be undertaken without the prior written agreement of the Agency

Landspreading fiom this activity shall only take place on lands that have been approved in writing in advance, by the Agency. Additions to the spreadlands must be similarly agreed, in advance:, with the Agency.

Agreements between the licensee and recipients of wastes for landspreading shall not conflict with any conditions in this licence.

The licensee shall ensure that client farms receiving slurry/manure fiom the facility to which this licence relates, are aware that all other sources of nutrient input to the client list lands should be disclosed by the client farmers, to the licensee, for inclusion in the NMP.

Soil monitoring shall be undertaken as outlined in Schedule 3(iii) Soil Monitoring and a summary report included as part of the Nutrient Management Plan.

All landspreading activities shall be undertaken in accordance with a Nutrient Management Plan (NMF’) which must be agreed in advance with the Agency. The NMP shall be prepared using Agri-Environmental Specijkations for REPS 2000, Department of Agrkulture, Food and Rural Development or Nutrient and Trace Element Advice for Grassland and Tillage Crops, Teagasc 2001, and shall be prepared

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Page 16: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

--

Environmental Protection Agency IPC Licence Register No: 572 -*

5.5.9

5.5.10

5.5.1 1

5.5.12

5.5.13

to maintain a target soil P level of Index 2. The NMP shall be submitted within six months of the datt: of grant of the licence and by the 1‘ of February annually, thereafter, alterations to this :must be agreed in advance in writing with the Agency.

Where insufficient client land capacity is identified in the Nutrient Management Plan (NMF’) as a resull: of Condition 5.5.8, the licensee shall reduce pig numbers on-site to an appropriate level within three months of the dates specified for submission of the Nutrient Management Plan in Schedule 4fi) Recording and Reporting to the Agency.

Landspreading shall be carried out in accordance with Schedule 2fiv) BufSer Zones for Lanakpreading cf Organic Wmte and Schedule 2(v) Code of Practice for Lanakpreading o j Organic Waste. All landspreading activities shall be carried out in such a manner as to avoid contamination of surface and groundwaters, and so as to minimise odour nuisance from the activity.

Landspreading shall be undertaken using soil injection, bandspreading, or low trajectory splashplate methods. Any other method must receive prior written agreement from the Agency.

A register of landspread slurry/manure (‘SlurryManure Register’) shall be maintained on site on a daily basis and shall be available for inspection by authorised personnel of the Agency at all reasonable times. This register shall include details of the following:

(i)

(ii)

(iii)

Date of despatch of slurry/manure.

Name of person who transported the slurry/manure.

Name of contractor/person who landspread the slurry/manure, when landspread by or on behalf of the licensee.

Name of fa~mer who received the slunylmanure.

The quantity of slurry/manure in each consignment.

The quantity of nitrogen and phosphorus in each consignment of slurry/manure.

(iv)

(v)

(vi)

The details, as per Condition 5.5.12, fiom the register shall be reported to the Agency bi-monthly, and arlnually as part of the AER

5.6 Domestic sewage from the facility shall be discharged to the on-site septic tank. The septic tank and percolation area shall be inspected within twelve months of the date of grant of this licence and improvement works undertaken as necessary. The septic tank shall thereafter be inspected every six months and desludged at least annually. The licensee shall maintain records of these inspections. No landspreading of domestic sewagdsludge fkom the septic tank shall take place. The licensee shall obtain prior written agreement from the Agency for the proposed disposaYrecovery of this waste.

Reason: To provide for the disposal of waste and the protection of the environment. 1 Condition 6 Noise

6.1 Activities on-site shall not give rise to noise levels off site, at noise sensitive locations, which exceed the following sound pressure limits (Leq, 30 minute):

6.1.1 Daytime: 55 &(A),

6.1.2 Night-time: 45 &(A).

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Page 17: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

-8

Environmental Protection Agency IPC Licence Register No: 572 1 .

c)

6.2 There shall be no clearly audible tonal component or impulsive component in the noise emission fiom the activity at any noise sensitive location.

Reason: To provide for the protection of the environment by confrol of noise.

Condition 7 Protection of Surface Waters and Groundwaters

7.1

7.2

7.3

7.4

7.5

'7.6

7.7

7.8

7.9

7.10

The licensee, shall provide and subsequently maintain, a rainwater collection and drainage system for all pig housing on-site.

The licensee shall cover all animal movement passages within twelve months of the date of grant of this licence.

The licensee shall divert all uncontaminated surhce water runoff from roofs and non- contaminated impervious ilreas of the site, to the surface water drainage system. This drainage system shall discharge though three outfalls as identified in Schedule 3(5) Sugace Water Discharge Monitoring. The licensee shall provide an inspection chamber at each outlet of the surface water drain

There shall be no unauthorised discharge of polluting matter to water.

The licensee shall monitor surface water discharges in accordance with Schedule 3fi) Su$ace Water Discharge Monitoring of this licence. This shall be reported annually as part of the AER

In the event that any analyses or observations made on the quality or appearance of surface water should indicate that contamination has taken place, the licensee shall,

(i) carry out an immediate investigation to identifl and isolate the source of the contamination,

(ii) put in place measures to prevent M e r contamination and to minimise the effects of any contamination on the environment,

and notify the Agency, in accordance with Condition 3.1, as soon as is practicable. (iii)

The licensee shall ensure a minimum of six months slurry storage capacity at the site within eighteen months of date of grant of this licence. Proposals for additional storage capacity shall be agreed with the Agency prior to implementation.

The licensee shall ensure that a freeboard of at least lOOmm fiom the top of each covered slurry storage tanks and 500mm fiom the top of uncovered slurry storage tanks is maintained, as a minimum, at all times.

Underground, partly underground or overground concrete storage facilities shall conform to the Department of Agriculture, Food and Forestry specifications (S108, S123) or equivalent standard.

The licensee shall within six months fiom the date of grant of this licence submit a programme for agreement with the Agency on the assessment of under and over-ground effluent storage tanks which form part of the six month slurry storage capacity, pipelines and liquid feed storage tanks to ensure that all storage tanks and pipelines are assessed within twelve months of the date of grant of this licence and at least once every five years thereafter. In the case of new storage facilities installed on site, the assessment shall be undertaken prior to utilisation. A report on such assessment shall be included in the AEX, together with proposals for repair of any significant defects found.

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Page 18: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

. ". . .

- Environmental Protection Agency IPC Licence Register No: 572

7.11 Fuel and whey tank storai;e facilities shall, prior to utikation, as a minimum be bunded, either locally or remotely, to a volume not less than the greater of the following;

(i) 110% of the capacity of the largest tank or drum within the bunded area,

(ii)

Drainage from bunded areas shall be diverted for collection and safe disposal. All bunds shall be tested at least once ever,y five years. A report on such tests shall be included in the AER

25% of the total volume of substance which could be stored within the bunded area.

7.12 The licensee shall install a welVborehole on-site to supply the pig unit's water needs. The well/borehole shall be protected from surface water contamination. The extraction of water from Buncam Lough shall cease within twelve months of the date of grant of this licence other than where the water from the well is insufficient in quantity or of unsuitable quality.

7.13 The licensee shall carry out groundwater monitoring in accordance with Schedule 3(ii) Groundwater Monitoring of this licence. The results of such monitoring shall be reported annually as part of the AEIL

7.14 The licensee shall identify a suitable site having reference to the response matrices for ground water protection as contained in published ground water protection schemes for the disposal of all carcasses in the case of a Class A disease as identified in accordance with the current list of scheduled and notifiable diseases compiled by the Department of Agriculture, Food and Rural Development under the provisions of the 'Diseases of Animals Act' 1966. The licensee shall submit a report for approval by the Agency within twelve months of the date of grant of this licence.

l

Reason: To provide for the protection of su$ace waters andgroundwater.

Condition 8 Energy Use

8.1 The licensee shall carry out an audit of the energy efficiency of the site. The licensee shall consult with the Agency on the nature and extent of the audit and shall develop an audit programme to the satisfaction of the Agency. A copy of the audit report shall be available on- site for inspection by authorised persons of the Agency and a summary of the audit findings shall be submitted to the Agency as part of the Annual Environmental Report. The energy efficiency audit shall be repeated at intervals as required by the Agency.

Reason: To provide for the eflciznt use of energy in all site operations

Condition 9 Residuals Management

9.1 Following termination, or planned cessation for a period greater than six months, of use or involvement of all or part of the site in the licensed activity, the licensee shall, to the satisfaction of the Agency, decommission, render safe or remove for disposallrecovery, any soil, subsoils, buildings, plant or equipment, or any waste, materials or substances or other matter contained therein or thereon, that may result in environmental pollution.

9.2 Residuals Management Plan

9.2.1 The licensee shall prepare, to the satisfaction of the Agency, a fully detailed and costed plan for the decommissioning or closure of the site or part thereof. This plan shall be

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Page 19: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

submitted to the Agency for agreement within six months of the date of grant of this licence.

9.2.2 The plan shall be reviewed annually and proposed amendments thereto notified to the Agency for agreement as part of the AER No amendments may be implemented without the written agreement of the Agency.

9.3 The Residuals Managemerit Plan shall include as a minimum, the following:

9.3.1 A scope statement for the plan.

9.3.2 The criteria which define the successful decommissioning of the activity or part thereof, which ensures minimum impact to the environment.

9.3.3 A programme to achieve the stated criteria.

9.3.4 Where relevant, a test programme to demonstrate the successful implementation of the decommissioning plan.

9.3.5 Details of costings for the plan and a statement as to how these costs will be underwritten.

9.4 A final validation report lo include a certificate of completion for the residuals management plan, for all or part of the site as necessary, shall be submitted to the Agency within three months of execution of the plan. The licensee shall carry out such tests, investigations or submit certification, as requested by the Agency, to confirm that there is no continuing risk to the environment.

proper closure of the activity ensuringprotection of the environment.

Condition 10 Monitoring

10.1 The licensee shall carry out such sampling, analyses, measurements, examinations, as set out in Schedules:-

Schedule 2(iii) Waste Monitoring and Analysis,

Schedule 3(i) Surface Water Discharge Monitoring,

Schedule 3(ii) Groundwater Monitoring,

Schedule 3(iii) Soil Monitoying,

of this licence.

10.2 The licensee shall install and maintain a water meter on all water supplies serving the pig unit within six months from the date of grant of this licence. Records of water usage shall be maintained on site and a summary records report shall be submitted annually as part of the AER

10.3 The frequency, methods and scope of monitoring, sampling and analyses, as set out in this licence, may be amended with the written agreement of the Agency following evaluation of test results. The licensee shall install on all emission points such sampling points or equipment, as may be required by the Agency. All such equipment shall be consistent with the safe operation of all sampling and monitoring systems.

10.4 The licensee shall provide Yafe and permanent access to the following sampling and monitoring points:

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Page 20: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572 - 1

10.4.1 Waste storage areas on-site.

10.4.2 Surface water discharge points.

And safe access to any other sampling and monitoring points required by the Agency.

the requirements of other conditions of this licence by provision and monitoring of emissions.

Condition 11 Recording and Reporting to Agency

11.1

11.2

11.3

11.4

11.5

11.6

11.7

11.8

The licensee shall record all sampling, analyses, measurements, examinations and maintenance carried out in accordance with the requirements of this licence.

The licensee shall record all incidents which affect the normal operation of the activity and which may create an environmental risk.

The licensee shall record id1 complaints of an environmental nature related to the operation of the activity. Each such record shall give details of the date and time of the complaint, the name of the complainant and give details of the nature of the complaint. A record shall also be kept of the response made in the case of each complaint. The licensee shall submit a report to the Agency, bi-monthly, giving details of any complaints which arise. A summary of the number and nature of complaints received shall be included in the AER

The format of all records required by this licence shall be to the satisfaction of the Agency. Records shall be retained on-site for a period of not less than seven years and shall be available for inspection by the Agency at all reasonable times.

Reports of all recording, sampling, analyses, measurements, examinations, as set out in Schedule 4fi) Recording and Reponkg to the Agency in this licence, shall be submitted to the Agency Headquarters as specified in this licence. The format of these reports shall be to the satisfaction of the Agency. One original and three copies shall be submitted as and when specified.

All reports shall be certificd accurate and representative by the licensee or other senior officer designated by the licensee.

All written procedures controlling operations affecting this licence shall be available on-site for inspection by the Agency at all reasonable times.

.

The fiequency and scope of reporting, as set out in this licence, may be amended by the Agency following evaluation of test results.

Reason: To provide for the collection and reporting of adequate information on the activity.

Condition 12 Accident andl Emergency Response 12.1 The licensee shall ensure, within six months of the date of grant of this licence, that an Accident

and Emergency Response F’rocedure is in place which shall address any accident and emergency situation which may originate on-site. This Procedure shall include provision for minimising the effects of any accident and emergency on the environment.

Reason: To provide for the protection of the environment.

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Page 21: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

Condition 13 Financial Provisions 13.1 Agency Charges

13.1.1 The licensee shall pay to the Agency an annual contribution of €4,630, or such sum as the Agency fkom time to time determines, having regard to variations in the extent of reporting, auditing inspection, sampling and analysis or other fimctions carried out by the Agency, towards the cost of monitoring as the Agency considers necessary for the performance of its functions under the Environmental Protection Agency Act, 1992. The first payment shall be a pro-rata amount for the period from the date of this licence to the 3 1’ day o f ]December, and shall be paid to the Agency within one month fiom the date of the licence. In subsequent years the licensee shall pay to the Agency such revised annual contribution as the Agency shall fkom time to time consider necessary to enable performance by the Agency of its relevant functions under the Environmental Protection Agency Act 1992, and all such payments shall be made within one month of the date upon which demanded by the Agency.

13.1.2 The licensee shall in addition discharge all costs incurred by the Agency in relation to reporting, auditing, inspection, sampling and analysis or other functions carried out by the Agency in regard to items not covered by the said contribution.

financing for monitoring andfinancial provisions for measures to protect the environment.

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Page 22: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

Schedule 1 (i) Animal Numbers Housed at the FaciliQ

Note 1 :

Note 2:

This excludes suckling pigs maintained on site.

The Agency may accept a 5% increase in the number of finishers for a period not exceeding 4 weeks twice annually. Any other variation in these numbers requires prior written agreement from the Agency.

Schedule 2(9 High Riskjllclazardous Wastes for DisposalAtecovery

Agreed contractor

Agreed contractor

To be agreed with the Agency

Note 1: No other hazardous waste shall tie disposed of or recovered off-site without prior notice to, and prior Written agreement of the Agency.

t

Schedule 2Qi) Other Wastes for Disposal%Recovery

Note 1 :

Note 2:

The licensee may hrther treat, reuse, recycle or recover waste subject to the prior Written agreement of the Agency.

No other waste shall he disposed of or recovered off-site without prior notice to, and prior written agreement of the Agency.

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Page 23: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental fmtection Agency IPC Licence Register No: 572

Schedule 2(iii) Waste Monitoring and Analysis

Waste Monitoring Reference(@: As labelled in Plan 1, Site Layout of EIS:

%Dry nntter, total N, total P, total K

Available storage capacity

House’A Fattening House

House E Dry Sow House

House A Fattening House

House B Weaner House

House C Farrowing House

House E Dry Sow House

Schedule 2(iv) Buffer Zones for Landspreading of Organic Waste No ormic waste shall be suread within the following bu&r zones:

Note 1 :

Note 2:

Note 3:

This disfance may be decreased with the written consent of the occupier and prior written agreement by the Agency.

The above distances to be increased if the gradient is grata than 6% (1:l”).

The appropriate distance depends on vulnerability and groundwater flow direction.

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Page 24: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency IPC Licence Register No: 572

Schedule 2(v) Code of Practice for Landspreading of Organic Waste N O * ~

On wet or waterlogged ground On frozen or snow covered ground On exposed bedrock Where surface gradients are excessive (preferably <I 8% (1 :5))

On fields that display cracks over pipe or mole drainage systems

On fields that have been pipe or mole drained or subsoiled over a pipe or mole drainage system in the last 12 months During November to February inclusive except with the agreement of the Agency Outside daylight hours

In a manner which would have an adverse effect on a National Monument

Regardless of the dilution factor, the maximum hydraulic loading per single application shall not exceed 25 m3per hectare on shallow limestone soils and in no case shall exceed 50 m3 per hectare.

Application of slurryhanure shall not be made on soils with a Morgan’s P test in excess of 6 mg Pktre sampled to a depth of 10 an.

Landspreading on lands with extreme groundwater vulnerability ratings No** would be considered Not Generally Acceptable.

Application shall be made such ihat the rate of application of nitrogen from organic wastes does not exceed 250 kg Niha per annum subject to statutory requirements

No application on tillage land left fallow for the winter

Landpsreading shall be in accordance with the current Teagasc nutrient recommendations or the current Department of Agriculture and Food, REPS recommendations No application when the risk of (causing odour nuisance to the public is greatest e.g. Sundays or public holidays No application during meteorological conditions which increase the risk of odour nuisance. No application where significant rain is forecast within 48 hours

Note 1 :

Note 2:

This Code of Practice may be ammded by the Agency as further environmental information becomes available.

As de6ned in Groundwater Protection Schemes, DoELGEPNGSI joint publication 1999.

Schedule 3(i) Surface Water Discharge Monitoring

Emission Point Reference No’s.: SWA (Storm water outfall at the western side of the site) SWB (Storm water outfall at the south eastern side ofthe site) SWC (Storm water outfall at the north eastern side ofthe site) SWD Surface water monitoring point upstream of pig unit SWE Surface water monitoring downstream of the pig unit

(SWD and SWE will be located within the site boundary and shall be agreed with the Agency prior to sampling)

Weekly Not Applicable

Quarterly Standard Methods

P

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- ... -. . . . -. - .. -. . -. . . . .-. . . .. . . . . . . . . . . . .. . . . . . . .. . . . . . .. . . . . . . . . . . .

€nvimnmenfa/ Protection Agency IPC Licence Regkter No: 572

Schedule 3(ii) Groundwater Monitoring Monitoring Point Reference No's No*': GW I , supply well to be installed on-site

Standard Methods

Note 1 : Additional monitoring points m a y be necessary with amendments to the spreadlands.

*-

Schedule 3(iii) Soil Monitoring

Monitoring Point Reference N o ' s ~ ~ ' , ~ : For all spreadlands utilised in this IPC licence

Where soil test S 6 mg Pfitre

Note 1:

Note 2:

Additional sample monitoring locations may be required if the spreadlands are altered

Each sample shall be representative of a maximum area of 4 ha except where uniform cropping and landuse has been in place for the previous 5 years or more. In the latter situation a sample ;area of 12 ha is acceptable. Each sample shall be taken in a d a c e with the Tea- soil sampling guidelines

M Peach & L English (1944) 'Rapid microchemical tests'. Soil Scienceg: 167. Note 3:

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Page 26: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Environmental Protection Agency I f C Licence Regkter No: 572

Schedule 4(i) Recording and Reporting to the Agency

Completed reports shall be submitted to:

The Environmental Protection Agency P.O. Box 3000 Johnstown Castle Estate Wexford

- or Any other address as may be specified by the Agency

Reports are required to be forwarded as set out below:

Recurring Reports:

Waste Management Report (arising from Condition 5) including details of the Waste Management Record, Waste Monitoring and Analysis, and Shmy/Manure Register

Available sluny/manure storage capacity

Water use monitoring

Feed composition and usage

Nutrient Management Plan including Soil Monitoring Summary Report

Odour Management Report and Programme

Ambient soil monitoring report

Groundwater monitoring report

Surface water discharge monitoring

Tank and pipeline assessment and inspection report (Every five years)

Bund Inspection test (Every five years)

Reported incidents summary

Complaints summary

Investigate measures to reduce phosphorus genaation in the slurry.

Investigation of the possibility of alternative treatment technologies such as digestion for the disposal of sluny.

Investigate options for covering open sluny tanks, in order to minimise rainwater ingress and NH, volatilisation.

Enerm efficiencv audit

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Page 27: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

~ . . . . . . . . . . . . . . . . . . . . . . .. . - . . .. - . .. . . . . . - . . . .. . - . . . . . .. . . . . . . .. . . . . . . .. -

Environmental Protection Agency IPC Licence Regkter No: 572

Once-off Reports:

.-

Signed on behalf ofthe Agency

Padraic Larkin

DirectodAuthorised person

Dated this 19* day of November 2003.

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Page 28: Roscrea PO1 - Environmental Protection Agencyrequirements and obligations provided for in or arising under the licence, or revised licence, regardless of how and in respect of what

Cert. No.

MEMORANDUM OF ASSOCIATION

of

Rosderra Krish Meats Group Limited

I .

2.

The name of the Company is Rosderra Irish Meats Group Limited.

The objects for which the Company is estabIished are:

2.1

2.2

2.3

2.4

2.5

2.6

To participate in any internal reorganisation of any part of the business of Glanbia plc and in particular to acquire any part of the meats business of Glanbia plc in excliange for the issue of shares.

To cany on the businesses of manufacturer, distributor, wholesaler, retailer, service provider, invrstor, designer, trader and any other business (except the issuing of policies of insurance) which may seem to the Company’s board of directors capable of being conveniently carried on in connection with these objects or calculated directly or indirectly to enhance the value of ox render more profitable any of the Company’s property.

To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates o f any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s board of directors and to exercise its powers as a shareholder of other companies.

To carry on all or any of the businesses as aforesaid either as a separate business or as the principal business of the Company.

To invest and deal with the property of the Company in such manner as may from time to time be determined by the Company’s board of directors and to dispose of or vary such investments and dealings.

To borrow or raise nioney or capital in any manner and on such terms and subject to such conditions and for such purposes as Ihe Company’s board of directors shall think f i t or expedient, whether alone or jointly and/ or severally with any other person or company, including, without prejudice to the

1

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~. . .. . . . .. . . . . . . . . . . . . . . . . . . . .. . . . . .. . -. . -. . . -. . . .. . . . . - -

2.9 To grant, convey, assign, transfer, exchange or otherwise alienate or dispose of any property of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market vaIue thereof or for shares, debentures or securities and whether by way of gifl or otherwise as the Company’s board of directors shall deem fit or expedient and wJtere the properly consists of real property to grant any fee farm grant or lease or to enter into amy agreement for letting or hire of any such property for

generality of the foregoing, whether by the issue of debentures or debenture stock (perpetual or otherwise) or otherwise, and to secure, with or without consideration, the payment or repayment o f any money borrowed, raised or owing or any debt, obligation or liability of the Company or of any other person or company whatsoever in such manner and on such terms and conditions as the Company’s board of directors shall think fit or expedient and, in particular by mortgage, charge, lien, pledge or debenture or any other security of whatsoever nature or howsoever described, perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, and to purchase, redeem or pay off any such securities and also to accept capital contributions from any person or company in any manner and on such terms and conditions and for such purposes as the Company’s board of directors shall think fit or expedient.

2.7 To lend and advance money or other property or give credit or fmancial accommodation to :my company or person in any maimer either wjth or without security and whether with or without the payment of interest and upon such tenns and conditions as the Company’s board o f directors shall think fit or expedient.

To guarantee, indemnify, grant indemnities in respect of, enter into any suretyship or joint obligation, or otherwise support or secure, whether by personal covenant, indemnity or undertaking or by mortgaging, charging, pledging or granting a lien or other security over all or any part of the Company’s property (both present and future) or by any one or more o f such methods or any other method and whether in support of such guarantee or indemnity or suretyship or joint obligation or otherwise, on such terms and conditions as the Coxnpany’s board of directors shall think fit, the payment of any debts or the performance or discharge of any contract, obligation or liability of any person or company (including, without prejudice to the generality of the foregoing, the payment of any capital, principaI, dividends or interest OR any stocks, shares, debentures, debenture stock, notes, bonds or other securities o f any person, authority or company) including, without prejudice to the generality of the foregoing, any company which is for the time being the Company’s holding company as defined in section 155 of the Companies Act 1963 and in any statutory modification or re-enactment thereof, or another subsidiary (as defined by the said section 155) of the Company’s holding company or a subsidiary o f the Company or otherwise associated with the Company, in each case notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect, from entering into any such guarantee or indemnity or suretyship or joint obligation or other arrangement or transaction contemplated herein

2.8

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a rent or return equal to or less than the market or rack rent therefor or at no rent and subject to or free from covenants and restrictions as the Company’s board of directors shdl deem appropriate.

To purchase, take on, lease, exchange, rent, hire or otherwise acquire any property and to acquire and undertake the whole or any part of the business and property of any company or person.

To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting out and improving buildings and conveniences and by planting, paving, draining, farming, cultivating, letting and by entering into buiiding leases or building agrecinents and by advancing money to and entering into contracts and arrangements of all kinds with builders, contractors, architecb, surveyors, purchasers, vendors, tenants and any other person.

To construct, improve, maintain, develop, work, manage, cany out or control any property which may seem calculated directly or indirectly to advance the Company’s interest and to contribute to, subsidise or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or contrcd thereof.

2.10

2.1 I

2.12

2.13 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, biIls of lading, warrants, debentures and other negotiable or transferable instnrments.

2.14 To engage in currency exchange and interest rate transactions including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any other foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived hm, any o f the foregoing whether for the purpose o f making a profit or avoiding a loss or managing a currency or interest rate exposure or my other exposme or for any other purpose.

2.15 As an object o f the Company and as a pursuit in itself or otherwise and whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other exposure or for any other purpose whatsoever, to engage in any currency exchange transactions, interest rate transactions and commodity transactions, derivative and or treasury transactions and any other financial or other transactions, including (without prejudice to the gencxaiity of the foregoing) securitisation, treasury and or structured finance transactions, of whatever nature in any manner and on any terms and for any purposes whatsoever, including, without prejudice to the generality of the foregoing, any transaction entered into in connection with or for the purpose of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense, or liability arising, or which may arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price

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2.16

2.17

2.18

2.19

2,20

2.21

2.22

2.23

2.24

or value o f any property, asset, commodity, index or liability or from any other risk or factor affecting the Company’s business, incfuding but not limited to dealings whether involving purchases, sales or otherwise in foreign currency, spot andor forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and or any such. other currency or interest rate or commodity or other hedging, treasury or sftuctured finance arrangements and such other instruments as are similar to, or derived from any of the foregoing,

To apply for, establish, create, purchase or otherwise acquire, sell or otherwise dispose of and hold any patents, trade marks, copyrights, brevets d’invention, registered designs, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information and any invention and to use, exercise, develop or grant licences in respect of or otherwise turn to accctunt or exploit the property, rights or infomation so held.

To enter into any arrangements with any governments or authorities, national, local or otherwise and to obtain &om any such government or authority any rights, privileges and concessions and to carry out, exercise and comply with any such arrangemenls, rights, privileges and concessions.

To establish, form, register, incorporate or promote any company or companies or person, whether inside or outside of the State.

To procure that the Company be registered or recognised whether as a branch or otherwise in any country or place.

To enter into partnership or into any mangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction.

To amalgamate with any other company or person.

To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to join any lawfil federation, union or association, or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company’s or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike, movement or organisation which may be thought detrimental to the interests of the Company or its employees and to subscribe to any association or fund for any such purposes.

To make gifts lo any person or company including, without prejudice to the generality of the foregoing, capital contributions and to grant bonuses to the directors or any other persons or companies who are or have been in the employment of the Company including substitute and alternate directors and any other officer or employee.

To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit

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directors, ex-directors, employees or ex-employees of the Company or the dependants or connections o f such persons, and to grant pensions and allowances upon such terms and in such manner as the Company’s board of directors think fit, and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object, or any other object whatsoever which the Company’s board of directors may think advisable.

2.25 To establish and contribute to any scheme for the purchase of shares or subscription for shares in the Company, to be held for the benefit of the employees or former employees of the Company or any subsidiary of the Company including any person who is or was a director holding a salaried employment or office: in the Company or any subsidiary o f the Company and to lend or otherwise provide money to the trustees of such schemes or the employees or former employees of the Company or any subsidiary of the Company to enable them to purchase shares ofthe Company and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees and/or the employees of any o f its subsidiaries.

2.26 To remunerate any pmon or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing o f any o f the shares of the Company’s capital or any debentures, debktwe stock or other securities of the Company or in or about the formation or promotion of the Company or the conduct of its business.

2.27 To obtain any Act o f the Oireachtas or provisional order for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company’s constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

To adopt such means of making known the products of the Company as may seem expedient and in pardcular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and b y granting prizes, rewards and donations.

2.28

2.29 To undertake and execute the office of trustee and nominee for the purpose o f holding and dealing w& any property of any kind for or on behalf of any person or company; to act as trustee, nominee, agent, executor, administrator, registrar, secretary, comniittee or attorney generally for any purpose and either soleIy or with others for any person or company; to vest any property in any pemon or company with or without any declared trust in favour of the Company.

2.30 To pay all costs, charges, fees and expenses incurred or sustained in or about the promotion, establishment, formation and registration o f the Company,

2.3 1 To do all or any of the above things in any part of the world, and as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with any person or company.

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2.32 To distribute the property o f the Company in specie among the members or, if there is only one, to the sole member of the Company.

To do all such other things as the Company’s board of directors may think incidental or conducive to the attainment o f the above objects or any of them.

2.33

NOTE: it is hereby declared that in this memorandum of association:

the word “company”, except where used in reference to this Company, shall be deemed to include a body corporate, whether a company (wherever formed, registered or incorporated), a corporation aggregate, a Corporation sole and a national or local govement or authority or department or other legal entity or divisioti or constituent thereof; and

the word “person”, shall be deemed to include where the context permits an unincorporated body of persons, a partnership, a club or other association as well as an individual; and

the word “property”, shall be deemed to include, where the context permits, red property, personal property including choses or things in action and all other assets and intangible property and money and all estates, rights, titles and interests therein and includes the Company’s uncalled capital and future calls and all and every other undertaking and asset; and

words denoting the singular number only shalI include the plural number and vice versa; and

it is intended that the objects specified in each paragraph in this clause shall, except where otherwise expressed in such paragraph, be separate and distinct objects of the Company and shall not be in any way limited or restricted by reference to or inference &om the terms of any other paragraph or the order in which the paragraphs of this clause occur or the name of the Company.

3.

4.

The liability o f the members is limited.

The share capital of the Company is €200,000,000 divided into 200,000,000 ordinary shares o f e1 .OO each.

5. The shares forming the capitst1 - increased or reduced - may be increased or reduced and be divided into such classes and issued with any special rights, privileges and conditions or with such quali.lications as regards preference, dividend, capital, voting or other special incidents, ancl be held upon such terms as may be attached thereto or as may from time to time be provided by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant to the provisions of the Company’s articles of association for the time being.

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X, the person whose name, address and description are subscribed, wish to be formed into a Company in pursuance of this memorandum of association, aid I agree to take the number of share(s) in the capital of the Company set opposite my name.

Name, address and description of subscriber by subscriber

Number of shares taken

Arthur Cox Build.ing Earlsfort Terrace Dublin 2

Corporate

04 One Ordinary Share

Witness to the above signature: bl&---

F-'f- cr&&t.&- \ Arthur Cox Building

Earlsfort Terrace, Dublin 2.

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1.

Companies Acts 1963 to 200G

COMPANY LIMITED BY SHAFU3S

ARTICLES OF ASSOCIATION

OF

Rosderra Irish Meats Group Limited

(a) The regulations contained in Part I of Table A in the First Schedule to the Companies Act, 1963 (“Table A”> (with the exception of Regulations 6,8,22, 24, 47, 51, 54, 75, 77, 79, 84, 86, 91, 92, 93, 94, 95, 98, 102, 109, 115, 125, 129, 133 and 138) shall apply to the Company subject to the alterations thereof contained herein and shall so far as not inconsistent herewith bind the Company and the mkmbers. The regulations contained in Part I1 of Table A shall not apply to the Company, The reference in Regulation 130 of Part I to section 64 of the Companies Act 1963 shall be construed as a reference to section 207 o f the Companies Act 1990.

If the Company is formed having only one member or, if and when, fiom time to time, and at any time, the number of members is reduced to one and all the shares in the Company are, or come to be, registered in the name of a sole person (the “sole meniber”), the Company shall be a single-member . . . . . . company ,. . . . (a ‘ “sirigle-meriibei- compiiy”) and the’ Europe& Communities (Single- Member Private Limited Companies) Regulations, 1994 (the “1 994 Regulations”) and Articles 12, IS(b) and 24(h)(i) shall apply to the Company.

(b)

!3HARE CAPITAL

2. The share capital of the Company is E200,000,000 divided into 200,000,000 ordinary shares of el -00 each.

3. Without prejudice to any spec.ia1 rights previously conferred on the holders of existing shares, any share (including shares which the Company shall have power to issue under section 207 of the Companies Act, 1990 or otherwise) may be issued with such preferred, deferred or other special rights, or such restrictions whether in regard to dividend, voting, return of shxe capital or otherwise, as the Company may from time to time determine and any share may be issued on the terms that it is redeemable or at the option o f the Company is liabIe to be redeemed. Subject to the provisions of the aforementioned Act, the redemption of such share may be effected in such manner as the directors may from time to time determine.

ALLOTMENT

4. (a) The directors are hereby generally and unconditionally authorised to exercise all the powers o f the Company to allot relevant securities within the meaning

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of section 20 of the Companies (Amendment) Act, 1983. The maximum amount of relevant securities which may be allotted under the authority hereby conferred shall be the number of authorised but unissued relevant securities in the capital o f the Company at the date of incorporation of the Company. The authority hereby confixred shall expire on the date which is five years after the date of incorporation of the Company. The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after su& expiry and the directors may allot relevant securities in pursuance of such offer or agreement, notwithstanding that the authority hereby conferred has cxpired.

The directors are hereby empowered pursuant to sections 23 and 24(1) o f the Companies (Amendrnent) Act, 1983 to allot equity securities within the meaning of the said section 23 for cash pursuant to the authority conferred by paragraph (a) o f this article as if section 23(1) o f the said Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as i f the power conferred by this paragraph (b) had not expired.

(b)

(c) Subject to the provisions of the Companies Acts, the Company may purchase or otherwise acquire on such terns and in such manner as it thinks fit any shares in the capital of the Company.

The Company may pay commission to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or con& tionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such lconditions as the Directors may determine, including, without limitation, by paying cash or allotting and issuing filly or partly paid shares or any combination of the two. The Company may also, on any issue of shares, pay such brokmge as may be lawful.

(d)

PFLTVATE COMPANY

5. The Company is a private company and accordingly:

(a)

(b)

the right to transfer shares is restricted in the manner hereinafter prescribed;

the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were while in such employment and have continued after the k:nrhation o f such employment to be members of the Company) is limited to ninety-nine (or such greater number as may be prescribed by the Act as being the maximum permitted number of members in a private company) so, however, that where two or more persons hold one or more shares in the Company jointly, they shall for the purpose o f this article be treated as a single member;

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(c) any invitation or offer to the public to subscribe for any shares, debentures or other securities o f the Company is prohibited provided always that the Company may make such offers or invitations to subscribe for debentures as a private company can make in accordance with section 33(5) of the Companies Act 1963 (as amended); and

(d) the Company shall not have power to issue share warrants to bearer.

SHARE CERTIFICATES

6. Every person whose name is entered as a member in the register shdl be entitled without payment to receive within two months after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of 15 cent for every certificate after the first or such Iess sum as the directors shall from time to time determine so however that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.

TRANSF%R OF SHARES

7. (a) The instrument of transfer of any share shall be executed by or on behalf o f the transferor but need not (in cases other than o f partly paid shares) be executed by or on behalf of the transferee and need not be attested and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof.

(b) No share in the capital of the Company may be transferred without the approval of the directors who may, in their absolute discretion and without assigning any reason, decline to register any transfer of any share, whether or not it is a €uIIy paid share.

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MEETINGS OF THE COMPANY

8. Annual general meetings of the Company shall be held in the State unless in respect of any particular such meeting either:

all the members entitled to attend and vote at such meetings consent in writing to its being held elsewhere; or

a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting. ~

Subject to sections 133 and 141 of the Act, an annual general meeting and a meeting called for the passing of a special resolution shall be called by 21 days' notice in writing at the least and a meeting of the Company (other than an annual general me1:ting or a meeting for the passing of a special resolution)

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- 10.

11.

12.

shall be called by seven days' notice in writing at the least. The notice shall be exclusive o f the day on which it is served or deemed to be served and o f the day for which it is given and shall speciq the day, the place'and the hour of the meeting and in the case of special business the general nature of that business, and shall bt: given in a manner authorised by these regulations to such persons as are under the regulations of the Company entitled to receive such notices from the Company.

(b) Subject to section 141 of the Act a remlution in writing signed by all of the members for the time being entitled to attend and vote on such resolutions at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in like form, each signed by one or more. persons, and if described as a special resolution sliall be deemed to be a special resolution within the meaning of the Act. Any such resolution shall be served on the Company.

Any corporation which is a member of the Company may authorise such persons as it thinks fit to act as its representative at any meeting or meetings of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company. The corporation shall serve on the Company a copy of such resolution duly certified by a director or other officer of such corporation.

(a) Subject to section 140 of the Act concerning annual general meetings, all geperal meetings (including mual, extraordinary and class meetings of the members of the Company) may be conducted by the use of a conference telephone or similar facility provided that aII the members of the Company and the auditors have been notified of the convening of the meeting and the availability of the conference telephone or similar facility for the meeting and, if present at the meeting as hereinafter provided, can hear and contribute to the meeting. Such participation in a meeting shall constitute presence in person at the meeting and the members may be situated in any part of the world for any

' such meeting.

(3) No business shall be transacted at any general meeting unless a quorum of members is present at. the time when the meeting proceeds to business. Save as herein otherwise provided a quorum of members shall be two, present in person or by proxy.

PROVISIONS APPLICABLE TO GENERAL MEETINGS WHEN THE COMPANY IS A SINGLE-MEMBER COMPANY

At ail and any time or times when the Company is a single-member company within the meaning of Article l(b), the following provisions shall apply:

(a) No business shall be transacted at any general meeting unless a quoruin is present and the sole member entitled to vote (being the sole member of the

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Company or a proxy h r that member or, i f such member is a body corporate, a duly authorised representative of that member) shall be a quorum.

The sole member of the Company (or the proxy or the authorised representative of the sole member) shall be the chairman of any general meeting of the Cornpiny.

The sole member of the Company shall be entitled to take any decision which may be taken by the Company in general meeting with the exception of the removal o f an auditor and such decision shall have the same effect and validity as a resolution duly passed at a general meeting duly convened and held provided that such decision is notified in writing to the Company within seven days of the date on which it was taken.

Armual general meetings shall be held within the State unless in respect of any particular such meeting, in addition to the circumstances outlined. in Articles S(a) and (b), the sole member has decided to dispense with the holding of an annual general meeting pursuant to Regulation 8 of the 1994 Regulations.

In Article 9(b) the words “by all of the members” shall be replaced with the words “by the sole meinber’’ and in Article 10 the words “which is a member” shall be replaced with the words “which is the sole member“.

Regulations 55, 56, 57, 59, 60, 61, 62, 63 and 72 o f Part I of Table A and Article 11 hereof sha:ll not apply to the Company. In Regulation 50 of Part I Table A the reference to “any director or any 2 members” shall be repIaced by the words “any director or the sole member”.

The provisions of AAicfes 8, 9, IO and 12 shall be subject to the sole member’s rights pursiiant to Regulations 8 and 9 of the 1994 Regulations.

DIRECTORS

Unless otherwise determined by an ordinary resolution of the Company in general meeting the Jrumber of directors shall not be less than two or more than ten. The first directors of .the Company shall be deemed to have been appointed pursuant to section 3(5) of the Companies (Amendment) Act, 1982.

At any time when the Company is a single-member company, the sole member (or his personal representatives in consequence of his death or bankruptcy) shall be entitled at any time and from time to time by notice in writing to the Company to appoint any person to be a director provided that as a result the total number of directors shall not be more than the maximm permitted by Article 13(a).

At any time when the: Company is a multimember company, any member or members having the right to attend and vote at a general meeting and holding for the time being not less than 90% in nominal value of the shares giving that right shall be entitled at any time and from lime to time to appoint any person to be a director provided that as a result the totai number of directors shall not be more than the maximum permitted by Article 13(a).

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14.

15.

16.

17.

18.

19.

20.

21.

The directors shall have the power at any time and from time to time to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number o f directors shall not be more than the maximum permitted by Article 13(a).

No director shall be required to hold a share qualification but each director shall nevertheless be entitled to receive notice of and to attend and speak at every general meeting of the Company, and Regulation 136 of Part I of Table A shall be modified accordingly.

BORROWING POWERS

The directors may exercise all o f the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as a security for any debt, liability or obligations of the Company or any third party ivithout any limitation as to amount.

PROCEJCDINGS OF DIFW,CTORS

A director may vote in respect of any contract,. appointment or arrangement in which he is interested, and he shall be counted in the quorum present at the meeting.

The directors may exercise the voting powers conferred by the shares of any other company held or owned by the Company in such manner in all respects as they think fit and in particular they may exercise the voting powers in favour of any resolution appointing the directors or any of them as directors or officers of such other company or providing for the payment of remuneration or pensions to the directors or officers of such other company. Any director of the Company may vote in favour o f the exercise of such voting rights notwithstanding that he may be or may be about to become a director or officer of such other company.

A resolution in writing signed by all the directors for the time being entitled to receive notice of the meetings of the directors shall have the same effect and validity as a resolution of the board duly passed at a meeting of the board duly convened and" constituted and may consist of several documents in like form each signed by one or more directors. Any such documentation shall be served on the Company and for the purposes o f this Article, the signature of an alternate director appointed under Article 23 shall be as valid and effective as that of the director he represents.

The quonun necessary for the transaction of the business of the directors shall be two directors present in person or by alternate, but so that, except as hereinafter provided, not less than two individuals shall be present in person.

A meeting o f the directors or of a committee o f the board of directors may consist of a conference between some OK ail of the directors (including any alternate directors) who are not all in one place, but each of whom is able (directly or by means of telephonic, video or other electronic communication) to speak to each of the others and to be heard by each of the others and:

,.., .-

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(a) a director (or an alternate director appointed under Article 23) taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly; and

(b) such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled, or, if there is no such group, where the chairman of the meeting then is; and

(c) the word "meeting" where used in these articles of association in the context of a meeting of the Company's directors or committee of directors shall be construed accordingly.

22. (a) The meetings and proceedings of any committee formed by the directors shall be governed by the provisions of these articles regulating the meetings and proceedings of the directors so far as the same are applicable and are not superseded by any regulations imposed upon such committee by the directors.

When forming a carrimittee of the directors, the directors may authorise, or may authorise such committee to authorise, any person who is not ti director to attend all or any meetings of any such committee on such terms as the directors (or as the case may be such committee) shall think fit, but any person so authorised shall not be entitled to vote at such meetings.

(b)

ALTERNATE DIEIECTOR

23. (a) A director may, with the approval of the directors, appoint any person to be his alternate director anti at his own discretion may remove such person from office as his'alternate director.

(b) The alternate director shall be subject in all respects to the terms and conditions existing with reference to the other directors and shall be entitled to receive notices of all meetings of the directors and to attend, speak and vote at any such meeting at which his appointer is not present.

(c) One person may act as an alternate director to more than one director and while he is so acting shall be entitled to a separate vote for each director he is representing and, if he is himself 8 director, his vote or votes as an alternate director shall be in addition to his own vote,

(d) Any appointment or removal of an alternate director shall be in writing signed by the director making such appointment or removal and shall be served on the Company.

I f a director shall cease to be a director for any reason then any person holding office as alternate director for that director shall cease ipso facto lo hold such office.

(e)

(9 An alternate director shalI not be taken into account in reckoning the minimum or maximum number of directors allowed for the time being, but he shall be

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I

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. . . .

counted for the purpose of reckoning whether a quonun is present at any meeting of the directors attended by him at which he is entitled to vote,

DISQUALIFICATION OP DIRECTORS AND VACATION OF OFFICE

The office of a director shall be vacated ipso facto, if that director: 24.

(a) becomes restricted or disqualified pursuant to an Order made under the provisions of the Companies Act, 1990;

is adjudged a bankrupt or insolvent or makes any arrangement or composition with his creditors generally;

(b)

(c) is sentenced to a term of imprisonment (whether actual or suspended) following his convicfion of an indictable offence;

(d) becomes of unsound mind;

(e) is requested in writing by all his co-directors to resign;

(f) resigns his office by notice in writing served on the Company;

(g) resigns his office by spoken declaration at any board meeting and such resignation is accepted by resolution of that meeting, in which case such resignation shall take effect at the conclusion of such meeting;

(h) is removed from office -

(i) at any time when the Company is a single-member company, by the sole member (or his personal representatives in consequence of the death or bankruptcy of the sole member) by notice in writing to the Company, or

(ii) at any time whim the Company is a multi-member company, by any member or members having the right to attend and vote at a general meeting of the Company on a resolution to remove a director and holding for the time being not less than 90% in nominal value of the shares giving that right by notice in writing to the Company

provided in either case that as a result the total number of directors shall not be less than the minimum number o f directors required by Article I3(a);

(i) is in Mi-time employment of the Company or the Company’s holding company or a subsidiary of the: Company, upon the termination of such employment unless the directors otherwise resolve.

EXIECUTWE DIRECTOR

25. The directors from time to time may appoint any person (not being a director) to the office of “Executive Director” for such period and on such terms as they think fit, and fix, detennine and vary his duties, powers and functions. The directors may revoke

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such appointment, but without prejudice to any claim such Executive Director may have for damages for breach of any contract of service between him and the Company. An Executive Director shall not be a member of the board of directors or any committee of directors, he shall not attend meetings o f directors except on the invitation of the board and he shall not be entitled to vote at any meeting o f directors.

ACCOUNTS

26. The directors shall cause proper books of account to be kept which shall contain:

(a} entries fi.0111 day to day of all sums of money received and expended by the Company and the matters in respect o f which the receipt and expenditure takes place;

(b) a record of the assets and liabilities of the Company;

(c) a record of all goods: purchased, and of all goods sold (except those sold for cash by way of ordiiiary retail kade), showing the goods and the sellers and buyers in sufficient detail to enable the goods and the sellers and buyers to be identified and a record of all the invoices relating to such purchases and sales;

(d) statements o f stock held by the Company at the end o f each financial year and all records o f stocktakings from which any such statement o f stock has been, or is to be, prepared; and

(e) a record of the services provided and of all the invoices relating thereto.

Proper books of account shall ‘be deemed to be kept if they comply with sections 202(1) and (2) of the Companies Act, 1990 and give a true and fair view of the state of affairs of the Company and explain its transactions.

27. The books of account shall be kept at the offke or, subject to section 202 of the Companies Act, 1990, at such other place as the directors think fit, and shall at all reasonable times be open for inspection by the directors.

28. Subject to section 159(3) of the Act a copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the directors’ report and auditors’ report shall be sent, by post or electronic mail not less than twenty-one days before the date of the annual general meeting, to every person entitled under the provisions of the Companies Acts to receive them.

THE SEAL

29. The seal shall be used only by the authority of the directors or of a committee.of directors authorised by directors in that behalf and every instrument to which the seal shall be affixed shall be signed by a director (or by some other person appointed by the directors for that purpose) and shall be counter-signed by the secretary or by a second director or by some other person appojnted by the directors for that purpose. The expression “director” in this context shall include any alternate director appointed under Article 23.

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NOTICES

30. (a) Any notice required to be given by the Company to any person (the “recipient”) under these articles may be given by means of delivery, post, cable, telegram, telex, telefax, facsimile, electronic mail (including email) or any other means o f communication approved by the directors, to the address or number o f the recipient notified to the Company by the recipient for such purpose (or, if not so notified, then to the address or number of the recipient last known to the Company). Any notice so given shall be deemed, in the absence of any agreement to the contrary between the Company and the recipient, to have been served at the time of delivery (or, i f delivery is refbed, then when tendered) in the case of delivery, at the expiration of 24 hours after despatch in the case of post, cables and telegrams and at the expiration of 12 hours after despatch in the case of telex, telefax, facsimile, electronic maiI (including email) or other method of communication approved by the directors.

(b) Any document (including, but not limited to, any notice, appointment, removal and resolution) requixed or authorised by these articles to be sent to or served on the Company shall be in writing sent to or served on the Company at its registered office or its principal place of business in Ireland, and may be sent or served by means o f delivery, post, cable, telegram, telex, telefax, facsimile, electronic mail (including email) or any other means of communication approved by the directors, and may bear a printed or facsimile signature of the person or persons required by these articles to sign such document. The communication of such a document by such means shall be confirmed as soon as possible by delivery to the Company at its registered office or principal place of business in Ireland of such document bearing an original signature of the person by whom it is required to be signed but (provided that the directors are satisfied as to the authenticity of the document communicated as aforesaid) shall be acted upon by the Company and the directors meanwhile; provided that any such document shall be valid and effective for all purposes notwithstanding that for any reason the document is not subsequently so confirmed. Any such document shall take effect, in the absence of any agreement to the contrary between the Company and the person by whom or on whose behalf the clocument was sent or served, at the time of receipt in the case of delivery and post., and at the expiration of six hours after receipt thereof at the Company’s registered office or principal place of business in Ireland in any other cisse.

ASSISTANT AND DEPUTY SEClU3TAIIIES

3 1, In addition to the power to appoint a secretary in Regulation 113 of Table A and subject to section 3 of the Companies (Amendment} Act, 1982, the directors may appoint an assistant company secretary (an “Assistant”) and or a deputy company secretary (a “Deputy”) for such term, at such remuneration and upon such conditions as they may think fit; and any such Assistant or Deputy so appointed may be removed by thein and references herein to ‘‘secretary” shall be construed, i f permitted, as including references to an Assistant or a Deputy.

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INDEMNITY

32. (a) Subject to section 200 of the Act every director and secretary of the Company shall be indemnified by the Company against, and it shall be the duty of the directors out of this funds of the Company to pay, all costs, losses and expenses which any such director or secretary may incur or become liable to by reason of any contract entered into or any act or thing done by him as such director or secretary or in any way in the discharge of his duties. And no director or secretary shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Company through the insufficiency or defiiciency of title to any property acquired by order o f the directors for or on behalf of the Company, or fox the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be vested, or for any loss or damage arising from the bankruptcy, insohericy or tortious act by any person with whom any moneys securities or effects shall be deposited, or for any other loss, damage or rnisfoi-tme whatever which shall happen in the execution of the duties o f his office or in relation thereto unless the same happen through his own wilhl act or default.

(b) The directors shall havs power to purchase and maintain for or fox the benefit of any persons (inchiding themselves) who are or were at any time directors or other officers o f the company, insurance against any liability incurred by such persons in resptxt of any act or omission when in the actual or purported execution or discharge of their duties or in the exercise or purported exercise o f their powers or otherwise in relation to their duties, powers or offices in rela?ion to the Cornpany and the directors shall be entitled to vote (and be counted in the quorum) in respect of any resolution concerning the purchase of such insurance.

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Companies Acts, 1963 to 2006

MEMORANDUN AND ARTICLES OF ASSOCIATION OF

ROSDERRA IRISH MEATS GROUP LIMITED

I

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Arthur Cox Solicitors Arthur Cox Building Earlsfort Terrace, Dublin 2

Ref: jmg0500av4/CR014-11-2007.doc

1.3~TBcnoo7

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Name, address and description of subscriber

F!nd Limited Arthur Cox Building Earlsfort Terrace Dublin 2

Corporate

Witness to the above signature: fuE!L eiO&c4.&2 Arthur Cox Building Earlsfort Terrace Dublin 2

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Certificate of Incor

I hereby certify that

ROSDERRA IRISH MEATS GROUP LIMITED

is this day incorporated under the Companies Acts 1963 to 2006, and that the company is limited.

Given under my hand at Dublin, this Thursday, the 24th day of'January, 2008

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- . -

Certificate of Incorpbration

I hereby certify that

ROSDERRA FARMS LIMITED

is this day incorporated under the Companies Acts 1963 to 2006, and that the company is limited.

Given under my hand at Dublin, this

Thursday, the 24th day of January, 2008

\

I I

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Attachment C: Point I. Attachment D

Date: 7* May 2008.

Transfer of

Rosderra Carrick Road

Licence Undertakings.

Attachment C: Point 1. We the undersigned directors of Rosderra Farms Limited wish to state that we have no convictions under the PoE Act, the Waste Management Act 1996, the Local Government (Water pollution) Acts 1977 and 1990 or the Air Pollution Act 1987. This statement is in respect to the transfer of the IPPC Licences outlined below:

Attachment D We the undersigned directors of IRosderra Farms Limited assume and accept all liabilities, requirements and obligations provided for or arising under the licences, or revised licences, regardless of how and in respect of what period, including a period prior to the transfer of the licence or revised licence that may arise.

Licence Number. PO3 12-01 EPA PO418-01 EPA PO572-01 EPA PO435-02 EPA PO614-01 EPA

0 Section of licence currently under judicial review.

Rosderra Farms Ltd

hhr Michael Slevin.

Registered Office: Carrick Road, Edenderry, CO Offaly Registered in Ireland. Number 452341 Directors; J Hanley. A Fleming, M Slevin. N Leydon

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osderra Iris m

Date: 1 Sth May 2008.

Transfer of

Rosderra Irish Meats Telephone +353 46 9733600 ..%

Licence Applic

Attachment C.

In regard to the ongoing management of the facilities all personnel have transferred with the group and therefore the environmental management of both the pig slaughter sites and pig farms has not changed.

The contact details remain as follows;

Mr Bernard Ryan, Environmental Manager, Rosdem Meats, Carrig, Roscrea, CO Tipperary.

1 J

Rosderra Farms PO572-01 Rosderra Farms PO61 4-01

, RosderraFarms PO41 8-01 Rosderra Farms PO435-01 Rosderra Farms PO31 2-01 Rosderra Irish Meats Group Ltd PO181 -01

- Rosderra Irish Meats Group Ltd POf80-02 I Mls Deirdre Doyle, Environnemental Manager, Rosderra Meats, Carrick Road, Edendeny , CO Offaly.

iF&* mes O’Connor,

Technical Manager, Rosderra Irish Meats Group.

Rosderra Irish Meats Group Ltd trading as “Glanbia Meats” Registered Office:

Carrick Road, Edenderry, CO Offaly Registered in Ireland. Number 452340 Directors; J Hanley, A Fleming. M Slevin, !‘\I Leydon

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Ctdc 153- I

Corporate Insurance Brnkers & Risk klanagemcnt Conslullants

E f B

Mr A Fleming Rosderra Irish Meats Group Ltd Edenderry Co. Offaly

Re: Accidental Pollution

Dear Andy,

I refer to our recent discussion in the above connection and would advise that currently, protection is available under a number of your Insurance Policies for incidents involving pollution, as follows:

Property DarnagelBusiness Interruption:

Accidental Damage leading to pollution or contamination on any of your insured sites is protected by this Policy subject to Policy excesses and exclusions. Incidents such as vehicle impact with oil tanks leading to spillage would be,protected under the terms of the Policy which would extend to the on-site clean up costs.

Public Liability:

Accidents which give rise to a legal liability for Third Party Property Damage or Injury are fully protected under this Policy subject to the insured Limit of Indemnity. In cases involving sudden and unforeseen discharges of a pollutant to Third Party Property you liability is protected by this Policy subject to declared business activities and establishing a Legal Liability.

Environmental Impairment Liability:

This Policy provides protection for the Legal Liability as a result of Bodily Injury, Property Damage or Environmental Damage caused by unexpected and unintended Pollution Conditions from the following operations:

__ _ _ _ _ _ ~ _ _ - .-. -~ - - ..

P I

0 Pig Slurry from the nominated Pig Farms

Residual Sludge from the nominated Pigmeat Plants

Cover is provided to the stated Limit of Indemnity and is subject to standard Policy conditions and excesses.

I trust you will find this to be in order but if you require any further information please do not hesitate to contact me.

E F BERGIN G I FIRE E, ASA DEPUTY MANAGING DIRECTOR

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