THIS SUPPLEMENTAL AGREEMENT is made on 29 July 2011 BETWEEN:
Exhibit 3
THIS SUPPLEMENTAL AGREEMENT is made on 29 July 2011
BETWEEN:
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THE MINISTER FOR FINANCE OF IRELAND
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of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇
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(hereinafter called the "Minister")
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THE NATIONAL PENSIONS RESERVE FUND
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COMMISSION
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acting in its capacity as controller and manager of
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the assets of the National Pensions Reserve Fund
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of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇
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(hereinafter called the "Commission")
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- and -
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FAIRFAX FINANCIAL HOLDINGS LIMITED
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having its registered office at
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▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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(hereinafter called the "Buyer")
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IT IS HEREBY AGREED AS FOLLOWS:
1. This Agreement is supplemental to a Stock Purchase Agreement made between the parties hereto on 25 July 2011 (the “SPA”). Words and expressions defined in the SPA shall have the same meanings herein unless it is otherwise expressly provided herein.
2. The SPA is hereby amended as follows:
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2.1
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The Sale Stock as agreed to be purchased and sold and as defined in the SPA shall mean 2,381,532,330 units of BoI Ordinary Stock. Recital B of the SPA is amended accordingly.
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2.2
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The definition of “Agreement” shall be deemed amended to include reference to this Supplemental Agreement. Clause 1.1 of the SPA is amended accordingly.
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2.3
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The consideration for the sale and purchase of the Sale Stock shall be €238,153,233. Clause 4 of the SPA is amended accordingly.
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2.4
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The Transaction Fee shall be €4,763,065. Clause 15 of the SPA is amended accordingly.
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2.5
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Clause 13 of the SPA shall be deemed amended to refer to this Supplemental Agreement as forming part of the entire agreement between the Parties relating to the transactions provided for in the SPA.
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3.
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In all other respects, the SPA is hereby confirmed.
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4.
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Clauses 12, 14, 16, 17 and 18 of the SPA shall be deemed incorporated herein.
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IN WITNESS whereof the Parties have entered into this Agreement and delivered it as a deed on the date specified above.
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(EXECUTION PAGE OF STOCK PURCHASE AGREEMENT)
SIGNED for and on behalf
of the MINISTER FOR FINANCE
by ▇▇▇▇ ▇. ▇▇▇▇▇
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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A person authorised by Section 15(4) of the Ministers and Secretaries ▇▇▇ ▇▇▇▇
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(EXECUTION PAGE OF STOCK PURCHASE AGREEMENT)
The Seal of the
NATIONAL PENSIONS RESERVE
FUND COMMISSION
as authenticated by the Chairman
and a Commissioner
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/s/ ▇▇▇▇ ▇▇▇▇▇
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Chairman
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/s/
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Commissioner
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(EXECUTION PAGE OF STOCK PURCHASE AGREEMENT)
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SIGNED and DELIVERED AS A DEED
on behalf of
FAIRFAX FINANCIAL HOLDINGS LIMITED
by its authorised signatory
in the presence of:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Authorised Signatory (Signature)
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/s/ ▇▇▇▇ ▇'▇▇▇▇▇▇
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Print name
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Witness (Signature)
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Print name
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▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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Print address
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