EXHIBIT 4.9

Deed of access, insurance and indemnity

Contents

Deed of access, insurance and indemnity

Details

Deed of access, insurance and indemnity

General terms

These meanings apply unless the contrary intention appears:

Access Rights means the rights referred to and contained in clause 4.1 to access and take copies of the Company Books.

ASIC means Australian Securities and Investments Commission.

Authority means:

Board means the Indemnitor’s board of directors.

Board Papers means:

Claim means:

Company Books includes:

of the Indemnitor or a relevant Subsidiary, of which the Indemnitee is an Indemnified Person.

Corporations Act means the Australian Corporations Act 2001 (Cwlth).

Date of Issue means the date that this deed is signed.

Details means the section of this deed headed “Details”.

Document includes:

including any notice, order, writ, summons and other legal process document.

Effective Date means the Date of Issue.

Excluded Liability means a liability for which the Indemnitor is not allowed to grant an indemnity against under applicable law or under its articles of association or constitution in force on the date of this deed.

External Administrator means a liquidator, provisional liquidator, controller (which has the same meaning as in the Corporations Act) or an administrator, receiver, trustee, debtor in possession, official committee, examiner, or other person or entity with the power to act on behalf of the Indemnitor or a Subsidiary during bankruptcy or an insolvency, or equivalent officer appointed under or recognised by the law of any jurisdiction of incorporation of the Indemnitor or a Subsidiary.

GST has the same meaning as in the GST Law.

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth) and any legislation or regulation which imposes, levies, implements or varies a GST.

Indemnified Person’s Act means any actual or alleged act, error, statement, misstatement, misleading statement, omission, neglect, conduct or breach of duty made, committed, omitted or attempted by the Indemnitee (either alone or jointly with one or more other persons) in any way connected with the Indemnitee being an Indemnified Person of the Indemnitor, any Subsidiary or Outside Entity (whether before or after the Effective Date).

Insurance Policy means an insurance policy against liabilities incurred as an Indemnified Person of the Indemnitor or a Subsidiary or an Outside Entity taken out in accordance with and subject to clause 7.

Insurer means any reputable and financially sound insurer whose business includes the provision of the insurance contemplated in clause 7.

Legal Costs means legal costs, fees, charges or expenses.

Liability includes any liability, judgment, fines, costs, amounts paid in settlement, loss, expense, damages, monetary obligation or charge (whether actual, contingent or prospective), and includes Legal Costs, other than an Excluded Liability.

Outside Entity has the meaning ascribed to it in clause 5.8 (“Outside Entities”) and for the avoidance of doubt includes any corporation that was an Outside Entity when the Indemnified Person’s Act for which indemnity is sought under this deed occurred, even though it has ceased to be an Outside Entity at the time the Claim is made.

Proceedings means any civil, criminal, administrative, investigative or arbitral proceedings, mediation or other form of alternative dispute resolution (whether or not held in conjunction with any civil, criminal, administrative or arbitral proceedings), in which it is alleged that an Indemnified Person’sAct has occurred.

Retirement Date means the last date on which the Indemnitee ceases to hold any office as an Indemnified Person of the Indemnitor or a Subsidiary or an Outside Entity except that for the purposes of this definition, the Indemnitee has not ceased to hold office as a director of the Indemnitor, a Subsidiary or an Outside Entity if the Indemnitee retires as a director of the relevant entity at a general meeting of the relevant entity in accordance with its constitution or the listing rules of the relevant exchange, offers himself for re-election as a director at that meeting and is re-elected as a director at that meeting (or any adjournment of that meeting).

Subsidiary means a subsidiary of the Indemnitor within the meaning of Section 155 of the Irish Companies Act 1963, and for the avoidance of doubt includes any corporation that was a Subsidiary of the Indemnitor when the Indemnified Person’s Act for which indemnity is sought under this deed occurred, even though it has ceased to be a Subsidiary at the time the Claim is made.

Supply has the same meaning as in the VATA or GST Law (as applicable).

Third Party means a person other than the Indemnitor or a Subsidiary and includes an insurer.

VATA means the Value Added Tax Act, 1972 of Ireland (as amended).

VAT means value added tax charged pursuant to or in conformity with Council Directive 2006/112/EC of 28 November 2006 or any similar levy or tax, including but not limited to GST.

In this deed unless the contrary intention appears:

Headings are for convenience only and do not affect the interpretation of this deed.

The footnotes to this deed are for information only and do not form part of this deed.

This deed may be executed in counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. All counterparts shall constitute an original of this deed and when taken together are to be taken to constitute one instrument.

This deed shall have no force or effect at law or in equity until the Date of Issue.

The Indemnitor enters into this deed for valuable consideration from the Indemnitee and receipt of that consideration is acknowledged.

It is acknowledged and accepted that the Indemnitee shall have, to the fullest extent permitted by applicable law, the right to access and take copies of the Company Books.

Without limiting the generality of the foregoing, the Indemnitee may have access to and take copies of the Company Books in connection with:

The Access Rights in clauses (a) and (b) above continue so long as the Indemnitee shall continue to serve as an Indemnified Person of the Indemnitor or a Subsidiary and, following his Retirement Date, so long as the Indemnitee shall be subject to any possible Proceedings (such period, the “Access Period”).

To exercise Access Rights, the Indemnitee must notify the Indemnitor specifying:

If the request is one for which approval for access is required under clause 4.1 (b), the Indemnitor agrees to promptly consider the request and notify the Indemnitee of its decision (the consent of the Indemnitor not to be unreasonably withheld or delayed).

If access is permitted under this deed, the Indemnitor agrees to, or, where relevant, procure that the relevant Subsidiary:

The Indemnitor agrees to use reasonable endeavours throughout the Access Period to maintain:

In this clause, a complete set of Board Papers means those documents formally prepared and circulated as a Board pack of documents to all members of the Board or to all members of any relevant committee of the Board (including documents formally distributed at a Board meeting).

The Indemnitor agrees to notify or, as applicable, to procure that the relevant Subsidiary notifies the Indemnitee:

The Indemnitee agrees:

provided the recipient has agreed to maintain confidentiality; and

On request from the Indemnitor, the Indemnitee agrees to return to the Indemnitor or relevant Subsidiary, as applicable, all copies of Company Books for which Access Rights were granted when the permitted purpose has finished. This applies even after the Access Period has ended.

Nothing in this deed limits or restricts any other right of access to the Company Books the Indemnitee has under any applicable law.

To the maximum extent permitted by section 200 of the Irish Companies Act 1963 and subject to this deed, the Indemnitor unconditionally and irrevocably indemnifies the Indemnitee against any and all:

If the Indemnitee is entitled to be indemnified under this deed for a Liability which is due and payable, the Indemnitor agrees to pay that amount at the direction of the Indemnitee to discharge the Liability. Payment is to be made within 30 days of the date on which the Indemnitee provides evidence reasonably satisfactory to the Indemnitor that the:

or within such shorter time provided that the Indemnitee can demonstrate that such a Liability is payable within a shorter time.

If there is any deficiency between:

the Indemnitor must pay to the Indemnitee the deficiency and any loss, costs or expenses resulting from it.

Subject to any express provision to the contrary, if for the purposes of this deed it is necessary to convert one currency into another currency the conversion must be effected using an exchange rate selected by the Indemnitee reflecting market conditions (including transaction costs) at the time of conversion.

Without limiting clauses 5.1 and 5.3, to the maximum extent permitted by law, Legal Costs and other Liabilities incurred by a Indemnitee which may be indemnified under clause 5.1 will be paid by the Indemnitor promptly as required in clause 5.3 and, where a Claim is involved, in advance of the final determination of such Claim, provided that amounts payable under this clause must be repaid if and to the extent required under clause 5.7.

The Indemnitee is not obliged to claim under any indemnity or insurance policy before claiming under this deed.

To the extent to which the law requires a payment made by the Indemnitor under this clause 5 to be treated as an advance pending a final determination as referred to in clause 5.2(f), the Indemnitee agrees to repay those amounts (including but not limited to any amounts paid pursuant to clause 5.5), within 30 days after receiving a written request from the Indemnitor specifying the amount to be repaid, to the extent that:

If the law requires earlier repayment then the amount advanced must be repaid when the law so requires.

For the purpose of this clause, the Indemnitee is only required to repay amounts solely and directly attributable to the defence of the Indemnitee (to the exclusion of any other party to any Proceedings) in relation to a Claim or Liability.

In this clause, “Outside Entity” means a body corporate which is not the Indemnitor or a Subsidiary (and for this purpose includes another company, a partnership, joint venture, trust or other enterprise where the Indemnitee has been appointed as an Indemnified Person of an Outside Entity at the request of the Indemnitor or a Subsidiary of the Indemnitor or is serving, or continuing to serve, as an Indemnified Person at the request of the Indemnitor or a Subsidiary of the Indemnitor. In that event the Indemnitee is indemnified by the Indemnitor in accordance with this deed against any Claim and in respect of any Liability incurred in the capacity as a Director of the Outside Entity as if that Liability had been incurred in the capacity as an Indemnified Person of the Indemnitor in accordance with clause 4.1).

The Indemnitor is not obliged to make payments to the extent that the Indemnitee has already received payment from any Subsidiary of the Indemnitor and the Indemnitee acknowledges he cannot claim payment from the Indemnitor to the extent he recovers payment from a Subsidiary of the Indemnitor.

If the parties do not reach agreement as to whether Legal Costs under clauses 5.1 or 5.5 are reasonable within 30 days of the claim being made then either party may refer the dispute to an expert on legal costs in the place where the dispute arises for determination. The expert is to be the person nominated by

the President of the Law Society of Ireland for the time being or a designee of such person who has regard to the place where the dispute arises, unless the parties agree to another person before the President nominates the expert.

Where an expert has been nominated under this clause to determine a dispute:

The Indemnitee agrees:

With respect to any Claim:

If the Indemnitor is entitled to act under clause 6.2, the Indemnitor may manage and control the conduct of the Claim but must do so at the cost of the Indemnitor or its insurers. In those circumstances, the Indemnitor agrees to instruct its lawyers on behalf of both the Indemnitor and the Indemnitee and indemnify the Indemnitee against any costs awarded against the Indemnitee in any Claim brought by the Indemnitor in the exercise of its rights under this clause 6.

Where Indemnitor has not assumed control of the conduct of a Claim under clause 6.3, the Indemnitee may appoint legal or other advisers to assist the Indemnitee in connection with the Claim not being the advisers assisting the Indemnitor in connection with the Claim. Subject to the terms of this deed and to the Indemnitor approving the identity of the advisers to be appointed (such approval not to be unreasonably withheld or delayed), the Indemnitor agrees to pay all reasonable Legal Costs and other reasonable costs and expenses incurred by the Indemnitee in those circumstances.

Nothing in this clause 6.4 derogates from clauses 5.1(c), 5.1(d), 5.1(e), 5.1(f), 5.1(h) and 5.7.

Each cause of action, demand or suit comprised in any Claim shall be treated as a separate and distinct Claim, with the result that clauses 6.2 and 6.4 may each apply to different aspects of what might otherwise be regarded as the same Claim or Proceeding.

To the extent permitted by law, the Indemnitor must, so long as the Indemnitee shall continue to serve as an Indemnified Person of the Indemnitor or a Subsidiary or Outside Entity and, following his Retirement Date, so long as the Indemnitee shall be subject to any possible Proceedings, maintain or procure that the relevant Subsidiary maintains an adequate

Insurance Policy with an Insurer so far as is reasonably available at a reasonable cost. The Insurance Policy may contain generally accepted exclusions and conditions.

The Indemnitor agrees to and agrees to procure that any Subsidiary agrees to:

The Indemnitee agrees:

The Indemnitee acknowledges that the negotiation of the terms of the Insurance Policy may:

All notices, consents, approvals, waivers and other communications in connection with this deed must be in writing, signed by the sender (if the Indemnitee) or an authorised representative of the sender (if the Indemnitor), and sent to the address or facsimile number, and marked for attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

Communications take effect from the time they are received or taken to be received. Communications are taken to be received:

A right in favour of the Indemnitee under this deed or a breach of an obligation of the Indemnitor under this deed can only be waived by an instrument duly executed by the Indemnitee. No other act, omission or delay of the Indemnitee will constitute a waiver binding against, or estoppel against, the Indemnitee.

The Indemnitor may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this deed expressly states otherwise. However, the Indemnitor acknowledges

that in exercising any discretion it will in the ordinary course seek to provide the maximum protection to the Indemnitee that is consistent with the terms of this deed and applicable law.

This deed shall be binding on, and shall inure to the benefit of and be enforceable by, the Indemnitor’s successors and assigns and by the Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. The Indemnitor shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Indemnitor expressly to assume and agree in writing to perform this Agreement in the same manner and to the same extent that such Indemnitor would be required to perform if no such succession or assignment had taken place.

If a transaction (including a payment) in connection with this deed is determined or conceded or compromised to be void or voidable then:

Unless otherwise specifically stated, amounts payable under this deed are on a VAT exclusive basis. If any Supply made by one party (“supplier”) in connection with this deed becomes subject to VAT, then the party receiving the Supply or other transaction being subject to VAT (“recipient”) agrees to pay an additional amount to the supplier equal to the amount of VAT payable by the supplier to the applicable tax authority in respect of the Supply or other transaction being subject to VAT. If the amount of VAT recovered by the supplier from the recipient under this clause differs from the amount of VAT payable under applicable law by the supplier, the amount payable by the recipient to the supplier is to be adjusted accordingly.

Where one party (“payer”) is liable to reimburse another party (“payee”) for any expenditure incurred by the payee (“Expenditure”), the amount reimbursed by the payer shall be the VAT exclusive Expenditure plus an amount in respect of irrecoverable VAT (if any) of the payee in respect of such Expenditure, and an amount in respect of VAT (if any) payable to the payee by the payer under this clause.

A provision of this deed, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound. A purported variation has no effect if it infringes applicable law.

If the whole or any part of a provision of this deed is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this deed has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this deed.

The Indemnitor warrants by its execution hereof that it has the corporate power and capacity to enter into and has duly authorised the execution and delivery of this deed.

IN WITNESS of which this document has been executed and delivered as a deed on the date which first appears above.

Deed of access, insurance and indemnity

Signing page