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o oerneCO CNQ CD COLICENSEE§ 10CNfeiMILiinttl2022 Record No.6S02cfofte 0190.00 304 05.2022.CS900137.COSIN THE MATTER OF ARK LIFE ASSURANCE COMPANY DESIGNATED ACTIVITYCOMPANYAND IN THE MATTER OF IRISH LIFE ASSURANCE PUBLIC LIMITED COMPANYAND IN THE MATTER OF THE ASSURANCE COMPANIES ACT 1909AND IN THE MATTER OF THE INSURANCE ACT 1989AND IN THE MATTER OF THE EUROPEAN UNION (INSURANCE AND REINSURANCE)REGULATIONS 2015PETITIONTO THE HIGH COURTThe Humble Petition of the Directors of Ark Life Assurance Company DAC (“Ark Life”) (the“Petitioner”) (whose respective names and addresses are set out in the First Schedulehereto) shows as follows:Section 1: Ark Life1. Ark Life was incorporated as a private limited company in the State on 11 May 1990under company number 158762.2.On 13 July 2016, Ark Life converted to a designated activity company (Ark LifeAssurance Company Designated Activity Company) under Part 16 of the CompaniesAct 2014.3.The registered office of Ark Life is College Park House, Nassau Street, Dublin 2.4.The objects for which Ark Life is established are set out in clause 3 of its constitutionand include, inter alia, “to carry on in any part of the world the business of aninsurance company transacting ordinary life insurance business as defined in theEuropean Communities (Life Assurance) Regulations 1981 (SI 57 of 1984) meaningbusiness of the following kinds namely: -

a. Effecting and carrying out contracts of insurance on human lifeor contracts to pay annuities in human life, but excluding (ineach case) contracts within (c) below;b. Effecting and carrying out contracts on insurance to provide asum on marriage or on the birth of a child, being contractsexpressed to be in effect for a period of more than one year,c. Effecting and carrying out contracts of insurance on human lifeor contracts to pay annuities on human life where the benefitsare wholly or partly determined by reference to the value of, orthe income from, Property of any description (whether or notspecified in the contracts) or by reference to fluctuations in, orin an index of, the value of property of any description (whetheror not so specified in the contracts);d. Effecting and carrying out contracts of insurance againstpersonal injury including incapacity of employment, insuranceagainst death resulting from an accident and insurance againstdisability resulting from an accident or sickness, where thesevarious kinds of insurance are underwritten in addition to Lifeassurance;e. Effecting and carrying out contracts of insurance providingspecifiedbenefitsagainstrisksof personsbecomingincapacitated in consequence of sustaining injury as a result ofan accident or of an accident or a specified class or of sicknessor infirmity, being contacts that: (i) are expressed to be in effectfor a period of not less than five years or until the normalretirement age for the persons concerned, or without limit oftime, and (ii) either are not expressed to be terminable by theinsurer under the terms of the contract, or are expressed to beso terminable only in special circumstances mentioned in thecontracts. ”5.Ark Life is authorised by the Central Bank of Ireland (the “Central Bank”) under theEU (Insurance and Reinsurance) Regulations 2015 (the "2015 Regulations”) to carryon life insurance business in the classes set out below:2

TransferorClassDate of AuthorisationArk LifeClass I (Life assurance and contracts to22 May 1991pay annuities on human life, but excludingClasses II and III)Class III (Contracts linked to investmentfunds)Class IV (Permanent health insurancecontracts)Class VII (Management of group pensionfunds)Ark Life is empowered to transfer insurance business by the relevant clause in itsconstitution being clause 3.17 which provides Ark Life is authorised to “sell or6.otherwise dispose of or transfer the business, property, rights and assets of theCompany or any branch or part thereof, for such consideration payable in cash or inthe shares, stocks, debentures or securities of any other company, or partly in each ofsuch modes of payment, or for such other consideration as may be deemed propersubject to and in accordance with law”.7.The authorised share capital of Ark Life is 18,750,000 divided into 15,000,000ordinary shares of 1.25 each, of which 15,000,000 shares are issued and fully paidup. The entire issued share capital of Ark Life is held by ILHAWK Limited.Section 2: Irish Life8.Irish Life Assurance PLC (“Irish Life”) is an Irish-incorporated public liabilitycompany. It was incorporated on 11 December 1989, under company number 152576as Calbourne Limited. It changed its name to Irish Life Assurance (NewCo) Limitedon 21 September 1990. On 31 December 1990, Irish Life re-registered as a publiclimited company and changed its name to Irish Life Assurance pic.9.The registered office of Irish Life is at Irish Life Centre, Lower Abbey Street, Dublin 1.10. The objects for which Irish Life is established are detailed in clause 3 of itsmemorandum of association as, inter alia, to carry on life assurance business.3

11. Irish Life is empowered by clause 3 (c) of its memorandum of association to acquireand undertake the whole or any part of the business, property and liabilities of anyperson or company carrying on, or proposing to carry on, any businesses which IrishLife is authorised to carry on, or possessed of properties suitable for any suchbusiness of Irish Life, or which can be carried on in conjunction therewith, and forsuch consideration payable in cash or shares, or securities of Irish Life, an upon suchterms and conditions as may be agreed.12. Irish Life is authorised by the Central Bank pursuant to the 2015 Regulations to carryon life insurance business in in the classes set out below:TransfereeClassDate of AuthorisationIrish LifeClass I (Life assurance and contracts to14 March 1984pay annuities on human life, but excludingClasses II and III)Class III (Contracts linked to investmentfunds)Class IV (Permanent health insurancecontracts)Class VI (Capital redemption operations)Class VII (Management of group pensionfunds)13. The authorised share capital of Irish Life is 25,000,000 divided into 20,000,000ordinary shares of 1.25 each. The entire issued share capital of Irish Life is held byIrish Life Group Limited, being a company incorporated in Ireland and registered withthe Companies Registration Office under number 152735 having its registered officeat Irish Life Centre, Lower Abbey Street, Dublin 1.14. Ark Life and Irish Life are part of the same insurance group and are both indirectwholly owned subsidiaries of Great-West Lifeco Inc.4

Section 3: The TransferBackground and Commercial Rationale15. It has been resolved by the board of directors of Ark Life on 4 April 2022 and by theboard of directors of Irish Life Assurance Pic (“Irish Life”) on 1 April 2022, thatsubject to the sanction of this Honourable Court and subject to the Central Bank ofIreland not objecting, the Transferring Business (as defined in the scheme of transfer(the “Scheme”), a copy of which is set out in the Second Schedule to this Petition)and which includes the Transferring Policies, Transferring Assets, TransferringLiabilities, and the Transferring Contracts (all as defined in the Scheme) of Ark Lifewill be transferred from Ark Life to Irish Life with effect from 00:01 on 1 October 2022(or such later date as this Honourable Court may direct) (the “Effective Time").16. The primary commercial purpose of the Scheme is for Irish Life to acquire theTransferring Business from Ark Life as and from the Effective Time and in accordancewith the terms and conditions set out in the Scheme and to consolidate the operationsof Ark Life and Irish Life. This purpose fits within the business model of Ark Lifewhose model is to run off the closed book of business efficiently and effectively andultimately to transfer the business to another entity, once scale drops to a certainlevel. It also fits within the business model of Irish Life whose model is to continueselling business in the Irish market and to acquire and integrate additional portfoliosof insurance business and to manage them if a suitable opportunity arises.17. It is intended that the entire insurance business of Ark Life will transfer to Irish Lifepursuant to the Scheme at the Effective Time. The only asset of Ark Life at theEffective Time which is currently not intended to be transferred pursuant to theScheme is the sum of 4.3 million held in cash by Ark Life, which sum is beingretained to ensure that Ark Life has sufficient assets to cover its Minimum CapitalRequirement post the Effective Time in circumstances where it remains an authorisedinsurer. This is defined as an “Excluded Asset” in the Scheme.Transferring Policies18. Ireland is the only Member State of the European Union (“EU”) in which TransferringPolicies were “concluded” for the purposes 2015 Regulations. The United Kingdom(“UK”) is the only other jurisdiction where insurance policies were concluded by ArkLife.Based on Ark Life's policyholder records as at 21 January 2022, there arecurrently 4,365 policyholders resident in the UK.5

19. Based on Ark Life’s policyholder records, as at 11 February 2022, there arepolicyholders who are resident in the following EU / European Economic Area (the“EEA”) countries (being the Member States of the Commitment in this instance for thepurposes of Regulation 41(5)(b) of the 2015 Regulations): Austria (4 Policyholders);Belgium (27 Policyholders); Bulgaria (2 Policyholders); Cyprus; (1 s);Policyholders);Finland(5Policyholders); France (81 Policyholders); Germany (81 Policyholders); Greece, (4Policyholders);Hungary (5 Policyholders); Italy (23 Policyholders); Latvia (1Policyholder); Lithuania (1 Policyholder);Luxembourg (8 Policyholders); Malta (3Policyholders); Netherlands (36 Policyholders); Norway (8 Policyholders); Poland(35 Policyholders); Portugal (12 Policyholders); Romania (1 Policyholder); Slovakia(6 Policyholders); Spain (47 Policyholders) and Sweden (26 Policyholders).20. There are Policyholders resident outside of the EU / EEA in the following jurisdictions:Argentina (1 Policyholder); Australia (146 Policyholders); Bahrain (3 Policyholders);Bangladesh (1 Policyholder);Canada(63Bermuda (7 l (1 ; Costa Rica (2 Policyholders); Dutch Caribbean (2 Policyholders); FijiHong Kong (5 Policyholder);(1 Policyholder);India (2 Policyholders);Israel (2Malaysia (3Policyholders);Japan (17 Policyholder); Kenya (3 Policyholders);Policyholders);New Caledonia (1 Policyholder); New Zealand (18 Policyholders);Pakistan (2 Policyholders);Qatar (4 Policyholders);Saudi Arabia (3 Policyholders);Russia (2 Policyholders);Singapore (14 Policyholders); South Africa (18Policyholders); South Korea (1 Policyholder); Switzerland (32 Policyholders); Taiwan(2 Policyholders);Tobago (1 Policyholder); Turkey (1 Policyholder);Uganda (1Policyholder); United Arab Emirates (22 Policyholders); US Virgin Islands (1Policyholder); United States of America (650 Policyholders); and Vietnam (2Policyholders).Section 4: Report of Independent Actuary19. Pursuant to section 13(3)(b) of the Assurance Companies Act 1909 (as amended)(the “1909 Act’’), an independent actuary, Eamonn Phelan (the “independentActuary”), at Milliman Limited, has prepared a report dated 4 April 2022 (the“Report”) on the terms of the Scheme and his opinion on the likely effects of theScheme on the policyholders of (i) Ark Life and (ii) Irish Life (together the“Policyholders")6

27. The Report is for the benefit of the Central Bank, this Honourable Court and thePolicyholders.28. The key findings of the Independent Actuary are set out in the executive summary atSection 2 of the Report where the Independent Actuary confirms that he is satisfiedthat the implementation of the Scheme would not have a material adverse effect on (i)the security of benefits of Policyholders (ii) the reasonable expectation ofPolicyholders with respect to their benefits and (iii) the standards of administration,service, management and governance that apply to Policyholders.29. The Independent Actuary considered a number of factors in the Report, most notablythe implications of the Scheme for the security of either group of policyholders’benefits, the implications for the fair treatment and reasonable expectations of eithergroup of policyholders and the proposed approach to policyholder communications.In the context of both Ark Life and Irish Life, the Independent Actuary also consideredsolvency positions before and after the implementation of the Scheme, risk profilesand risk management, capital management policies, business model sustainability,the recovery and resolution options and parental supports.Communications with Policyholders30. At paragraph 6.20 of Section 6 of the Report, the Independent Actuary has noted therequirement under Section 13 of the 1909 Act, that, unless the Court otherwisedirects, certain materials must be sent to each policyholder of both Ark Life and IrishLife. At paragraph 6.21, the Independent Actuary has noted that Ark Life will ask thisHonourable Court for permission to modify and waive some of these requirements.The proposal is that Ark Life will send a 3-page letter to its policyholders which inbroad terms explains the Scheme (the “Policyholder Letter”). Enclosed with thePolicyholder Letter will be a document containing a list of frequently asked terexplainsthatadditionaldocumentation including the Scheme together with a summary thereof and theIndependent Actuary’s Report together with a summary there of will be available forreview on Ark Life and Irish Life’s website. In addition, the Policyholder Letter willcontain details of a Freephone number and email address that policyholders cancontact to request hard copy documentation. The Independent Actuary has reviewedthe Policyholder Letter and FAQ Document and is satisfied with the proposedapproach.7

31. The Independent Actuary has noted that in some instances there is a “communicationhold” on a policyholder’s account in circumstances where policyholders are no longerresident at the recorded address or where policyholders have requested that Ark Lifenot communicate with them. As at 31 March 2022, the “communication hold” effectscirca 9,919 policies (which is circa 7% of the total Transferring Polices). Ark Lifeproposes not to send the Policyholder Letter to such policyholders. The IndependentActuary has confirmed, at paragraph 9.21 of his report that he is satisfied that theproposed approach to communicating with Transferring Policyholders is reasonable.32. At paragraph 9.24 of section 9 of the Report, the Independent Actuary has noted that,subject to agreement of the Court, the Circular will not be sent to Irish Life’s existingpolicyholders. At paragraph 9.26 of Section 9 of the Report, the Independent Actuaryhas opined that he is satisfied that the proposed approach to policyholdercommunication is fair and reasonable in the circumstances.Conclusions33. At Section 10 of the Report, the Independent Actuary has opined that, based on theconclusions and qualifications contained in the Report, the proposed transfer ofinsurance business pursuant to the Scheme will not have a material adverse effecton: (i) the security of benefits of the either group of policyholders: (ii) the reasonableexpectations of either group of policyholders with respect to their benefits; and (iii) thestandards of administration, service, management and governance that will apply toboth groups of policyholders.34. At paragraph 2.33 of the Report, the Independent Actuary notes that he will prepare asupplementary report on the Scheme (the "Supplementary Report") closer to thedate that is fixed by this honourable Court for the hearing of the Petition.In theSupplementary Report, the Independent Actuary will provide this Honourable Courtwith an update on the Report's conclusions in light of significant events ordevelopments that may have occurred since the date of the Report.Section 5: Regulatory Matters35. On 14 April 2022, Matheson on behalf of Ark Life notified the Central Bank pursuantto Regulation 41 of the 2015 Regulations in respect of the Scheme.36. By virtue of the fact that the Central Bank is the competent authority of Irish Life aswell as Ark Life, there is no requirement that the Central Bank notify any other EEAcompetent authority for the purposes of Regulation 41(3)(a) of the 2015 Regulations.8

37. Pursuant to Regulation 41(3)(a) of the 2015 Regulations, the proposed Schemecannot be effected without obtaining the certification of the Central Bank (as the EEAMember State supervisory authority of Irish Life) that, taking the proposed Schemeinto account, Irish Life possesses the necessary eligible own funds to cover itssolvency capital requirement thereafter. A copy of the certificate of solvency of thetype referred to in Regulation 41(3)(a) of the 2015 Regulations (or such otherevidence) as may be provided by the Central Bank shall be exhibited to thisHonourable Court as part of affidavits to be filed in this Honourable Court in advanceof the substantive hearing of the Petition by this Honourable Court.38. Pursuant to Regulation 41(3)(b) of the 2015 Regulations, the proposed Schemecannot be effected without also obtaining the agreement of the competent authority ofeach EEA Member State where the contracts "were concluded, either under the rightof establishment or the freedom to provide services". A small number of contractswere concluded in the UK. However, as the UK is no longer an EEA Member State,the consent or non-objection of the UK regulators to the Scheme is not required as amatter of Irish law pursuant to Regulation 41(3)(b) of the 2015 Regulations.39. The Petitioners understand that some EU regulators expect to be notified of a transferin circumstances where there are policyholders resident in their jurisdictionnotwithstanding that the contracts were not concluded there. This was the practicebefore the Solvency II Directive became law and the Petitioner notes that it is notstrictly required under the Solvency II Directive. For completeness, the Petitioner willseek confirmation from the Central Bank as to whether it will be consulting with anyregulators in the Member States of the EEA where the Transferring Policyholders arenow resident.Section 6: Local counsel advice40. In circumstances where the Transferring Policyholders are resident in a number ofjurisdictions throughout the EU / EEA, advice was sought from local counsel in eachof these jurisdictions to ensure that Ark Life complies with its advertising / notificationrequirements in each of those jurisdictions.Section 7: Notification / Advertisements41. A detailed communications plan has been prepared to ensure that all interestedparties are made aware of the proposed Scheme.9

42. As at 31 December 2021, Ark Life has approximately 141,083 policies in issue whichwill transfer to Irish Life pursuant to the terms of the Scheme. In circumstances wherethe Transferring Business comprises life assurance business, there is a requirementunder section 13 of the 1909 Act to transmit the documents specified by section13(3)(b) of the 1909 Act to the individual policyholders of Ark Life and Irish Life.43. For the purposes of section 13 of the 1909 Act, Ark Life has prepared thePolicyholder Letter which sets out the material facts relating to the Scheme and willexplain the nature of the Scheme and will also contain a sheet of “Frequently AskedQuestions". Subject to the approval of this Honourable Court, Ark Life does notpropose to send a hard-copy of the Report by post to the policyholders of Ark Life.Instead it will provide details of a website where the Report (together with a summarythereof, the Scheme together with a summary thereof and a draft of the legal notice)can be accessed and a Freephone number which policyholders can call to requestcopies of the documents. The Independent Actuary has confirmed in his Report thathe is satisfied that it is appropriate to proceed in this way.44. In accordance with section 13(3)(b) of the 1909 Act, the Policyholder Circular is to betransmitted to each policyholder of Ark Life and Irish Life at their last known addressunless this Honourable Court gives a direction to the contrary. In the present caseand in circumstances where the Independent Actuary has confirmed in his Reportthat the Scheme will have no material adverse effect on the existing policyholders ofIrish Life, it is proposed that the Policyholder Circular should not be transmitted to theexisting policyholders of Irish Life. It is instead proposed that the Policyholder Circularshouldbe transmittedonly to ArkLife’spolicyholders(the “TransferringPolicyholders”). The Independent Actuary has confirmed in his Report that he issatisfied that it is appropriate to proceed in this way. It is therefore proposed, subjectto the directions of this Honourable Court, that the Policyholder Circular should onlybe transmitted to the Transferring Policyholders. Additional reasons why it isconsidered that this proposal is appropriate are set out below:(a)that given the number of the total number of policyholders of Irish Life (circa1.3 million), the cost and expense of sending the Policyholder Circular to theexisting Irish Life policyholders would be disproportionate to any benefit thatmight be obtained by the Irish Life policyholders in having the documentationtransmitted to them;(b)the Independent Actuary has concluded that neither the security of benefitsnor the fair treatment and reasonable benefit expectations of Irish Life’s10

policyholders will be affected by the proposed scheme and that therefore,sending the Policyholder Circular to them risks causing them unnecessaryconcern;(c)no further action is required by Irish Life’s policyholders; and(d)that the Court can draw comfort from the fact that, in accordance with theother direction sought from the Court, the proposed Scheme and hearing ofthe Petition will be advertised in a number of publications as well as on thewebsite of both Ark Life and Irish Life and further any Policyholder who isconcerned that they might be affected by the proposed Scheme will be entitledto avail of the applicable and relevant helplines.45. The Petitioner notes that some Transferring Policyholders have a “communicationhold” on their account either where the Transferring Policyholder has said that theydo not wish to receive any correspondence from Ark Life or where post has previouslybeen returned as undelivered. Ark Life is cognisant of its obligations under dataprotection legislation and it is therefore proposed, subject to the directions of thisHonourable Court, that the Policyholder Circular should only be transmitted to theTransferring Policyholders where there is no “communication hold” in place. Asoutlined above, the Independent Actuary has confirmed in his Report that he issatisfied that it is appropriate to proceed in this way.46. Copies of this Petition and its schedules will be served on the Central Bank.47. The Petition (including the Scheme and a summary thereof) and the Report (and asummary thereof) will be available for inspection online and at the offices of (i) ArkLife at College Park House, Nassau Street, Dublin 2, Ireland and (ii) Irish Life at IrishLife Centre, Lower Abbey Street, Dublin 1, Ireland and (ii) Matheson at 70 Sir JohnRogerson’s Quay, Dublin 2, Ireland and online at www.arklife.ie/ark-life-Dortfoliotransfer and www.irishlife.ie/ark-life-portfolio-transfer for not less than 15 clearworking days between the date of the advertisement of this Petition in Iris Oifigiuil andthe said newspapers and the date fixed for the hearing of this Petition. Policyholdersmay also contact the dedicated Freephone Policyholder telephone line on 1800742209 from Monday to Friday (public holidays excepted) between the hours of 9:00am and 5:00 pm or via e-mail on [email protected] In accordance with Regulation 41(5)(b) of the 2015 Regulations, a notice of theproposed Scheme will be published in the Member States listed in paragraph 1211

(being the Member States of the commitment in this instance) (other than Ireland) tothe extent required by the laws of those Member States.49. For completeness, a notice of the proposed Scheme will also be published in TheFinancial Times (International Edition).Section 7: Costs & Expenses50. Except as otherwise agreed in writing, all costs and expenses relating to thepreparation of Scheme and application for the sanction of Scheme, including thecosts of the Independent Actuary and complying with order made by the Court arisingfrom hearing or the substantive hearing in which the Court is petitioned to sanctionthe Scheme shall be borne by Irish Life. For the avoidance of doubt, no such costs orexpenses will be borne directly by any policyholder of Ark Life or Irish Life.YOUR PETITIONERS THEREFORE HUMBLY PRAY AS FOLLOWS:(DAn order pursuant to the provisions of Section 13 of the 1909 Act, the 2015Regulations and Section 36 of the Insurance Act 1989 (as amended) (the“1989 Act”) sanctioning the Scheme (annexed hereto).(2)An order pursuant to Section 36 of the 1989 Act making the following ancillaryprovisions for implementing the Scheme with each such provision to takeeffect from the Effective Time unless otherwise state herein:(i)the Transferring Business, which includes the Transferring Policies,Transferring Assets, Transferring Liabilities, and rights of Ark Life inrespect of the Transferring Contracts will be transferred by Ark Life toIrish Life;(ii)the Transferring Assets shall be transferred to and vested in Irish Lifeand shall cease to be assets of Ark Life (as appropriate);(iii)that all rights, benefits and powers conferred on or vested in Ark Lifeand the liabilities imposed on Ark Life by or under the TransferringContracts shall be transferred to Irish Life;(iv)that all premiums or amounts attributable or referable to theTransferring Policies or the Transferring Contracts shall be payable toIrish Life;12

that Irish Life shall be entitled to any and all defences, claims,(v)counterclaims and rights of set-off under or in respect of theTransferring Contracts, which would have been available to Ark Life;(vi)all references in any Transferring Contract to Ark Life, the board ofdirectors of Ark Life, or any other officers, employees or agents of ArkLife shall be read as references to Irish Life, the board of directors ofIrish Life, or any other officers, employees or agents of Irish Life or,where appropriate, agents of Irish Life to which the administrationcarried on by Irish Life has been delegated. In particular, but withoutlimitation, all rights and / or duties exercisable or expressed to beexercisable or responsibilities to be performed by Ark Life, the board ofdirectors of Ark Life, or any other officers, employees or agents of ArkLife in relation to any of the Transferring Contracts shall, from and afterthe Effective Time be exercisable or required to be performed by IrishLife, the board of directors of Irish Life or any other officers, employeesor agents of Irish Life;(vii)that the Transferring Liabilities shall be transferred to and shall becomethe liabilities of Irish Life and shall cease to be liabilities of Ark Life;(viii)that any mandate or other instruction in force on the Effective Time(including, without limitation, any instruction given to a bank by itscustomer in the form of a direct debit or standing order) and providingfor the payment by a bank or other intermediary of premiums payableunder or in respect of any of the Transferring Contracts or theTransferring Policies shall take effect as if it had provided for andauthorised such payment to Irish Life;(x)that any judicial,quasi-judicial,arbitration proceedings or anycomplaint or claim to any ombudsman or other proceedings for theresolution of a dispute or claim which are pending by or against ArkLife in connection with the Transferring Business shall be continued byor against Irish Life and Irish Life shall be entitled to all defences,claims, counterclaims and rights of set-off that would have beenavailable to Ark Life in relation to any such proceedings;(xii)Ark Life is given liberty to transfer to Irish Life all data (includingpersonal data) held by or on behalf of the Ark Life in relation to the13

Transferring Policies, the Transferring Assets and the TransferringLiabilities (as each such term is defined in the Scheme);(xiii)the Books and Records (being the books and records relating to theTransferring Business), which may include Transferring PolicyholderData (as defined in the Scheme) protected under the Data ProtectionLegislation (as defined in the Scheme), shall be transferred to Irish Life(such that Irish Life shall be deemed to be the Data Controller of thePolicyholder Data), and may be used by Irish Life for, and disclosed byIrish Life to, and used by, any agent or contractor of Irish Life to thesame extent that they were used by Ark Life and its agents orcontractors prior to the Effective Time for all purposes in connectionwith the Transferring Contracts or the Transferring Policies including,in particular, administration thereof and all matters relevant orincidental thereto; and(xiv)to the extent that an authority has been given to Ark Life in connectionwith a Transferring Policy or a Transferring Contract by a policyholderor counterparty thereto or by any other relevant person, whetherpursuant to Data Protection Legislation or otherwise, such authorityshall be deemed to have been given to Irish Life.(3)To the extent appropriate or relevant, an order for costs.(4)Such further or other order as to this Honourable Court shall appear proper.NOT

Class IV (Permanent health insurance cts) s VII (Management of group pension) 6. Ark Life is ered to transfer ce business by the relevant clause in its on being clause 3.17 ch des Ark Life is rised to "sell or se e of or transfer the business, property, hts and assets of the y orany branch part f, for such n ble incash or