VALLAURIS II CLO PLC - Irish Stock Exchange

THE ISSUER
General
The Issuer is a public company with limited liability, incorporated on 17 May 2006, under the
laws of Ireland, having its registered office at 5 Harbourmaster Place, IFSC, Dublin 1, Ireland and
registered under the Companies Acts 1963 to 2005 of Ireland under number 420288 and having Irish
VAT registration number of IE6440288J. The telephone number of the Issuer at its registered office is
+353 1 6806000. The Issuer has been incorporated for an indefinite period. The Issuer has been
established as a special purpose vehicle for the purpose of issuing asset backed securities.
Corporate Purpose of the Issuer
The Issuer’s Memorandum and Articles of Association includes the following objects at Clause 3
thereof:
(a)
(b)
(c)
to raise funds whether, inter alia, by way of loan, debentures, securities or any other
appropriate methods of financing, the use of other forms of derivatives or hedge
arrangements and to use the funds to, inter alia, enter into or acquire (interests in) loans,
debentures, securities, stocks, participations and other similar forms of financial
instruments and derivatives;
to grant security for its obligations and debts;
to enter into agreements and documents (of whatever description), including, but not
limited to, interest and/or currency hedging agreements and other financial derivative
agreements in connection with the objects mentioned under paragraphs (a) and (b) above;
and
(d) to appoint and act through any agents, administrators, contractors or delegates in
connection with the undertaking and business of the Issuer (including, without limitation,
in connection with the administration and management of financial instruments and assets
and/or any related security).
Business Activity
The Issuer has not previously carried on any business or activities other than those incidental to
its incorporation, the acquisition of the Portfolio, the authorisation and issue of the Notes and
activities incidental to the exercise of its rights and compliance with its obligations under the Notes,
the Subscription Agreement (as defined in ‘‘Subscription and Sale’’), the Agency Agreement, the
Depositary Agreement, the Trust Deed, the Collateral Management Agreement, the Corporate
Services Agreement (as defined below), each Collateral Acquisition Document, each Interest Rate
Hedge Agreement, each Currency Swap Agreement and the other documents and agreements entered
into in connection with the issue of the Notes and the purchase of the Portfolio.
Corporate Administration
Pursuant to a corporate services agreement (expected to be dated on or about 26 July 2006)
(such agreement as may be amended form time to time thereafter, the ‘‘Corporate Services
Agreement’’) between the Issuer, the Corporate Administrator and the Trustee, the Issuer will appoint
Deutsche International Corporate Services (Ireland) Limited as corporate administrator (the
‘‘Corporate Administrator’’) to provide corporate secretarial and administrative services to the Issuer.
The register of members is maintained by the Corporate Administrator at its office.
Capital and Shares
The authorised and subscribed capital of the Issuer is set at A40,000, divided into 40,000 fully
paid up, ordinary shares with a par value of A1.00 each.
The Issuer has issued 40,000 ordinary shares with a nominal value of A1, all of which are fully
paid. 39,994 of the issued shares are held by Deutsche International Finance (Ireland) Limited and six
nominees hold one issued share each on behalf of Deutsche International Finance (Ireland) Limited.
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