Common use of Authority of the VPS Noteholders’ Meeting Clause in Contracts

Authority of the VPS Noteholders’ Meeting. (a) The VPS Noteholders’ Meeting may not adopt resolutions which will give certain VPS Noteholders an unreasonable advantage at the expense of other VPS Noteholders. (b) Subject to the power of the VPS Trustee to take certain action as set out in Clause 5.1 (Power to represent the VPS Noteholders), if a resolution by, or an approval of, the VPS Noteholders is required, such resolution may be passed at a VPS Noteholders’ Meeting. Resolutions passed at any VPS Noteholders’ Meeting will be binding upon all relevant VPS Noteholders. (c) The VPS Noteholders’ Meeting will consist of: (i) for purposes of any resolution directly relating to a specific Issue and/or its Final Terms, only the VPS Noteholders holding VPS Notes in that specific Issue; or (ii) for purposes of any resolution directly relating to a version of the VPS Conditions, only the VPS Noteholders holding VPS Notes issued subject to that particular version of the VPS Conditions; or (iii) for purposes of any resolution directly relating to this Agreement, all VPS Noteholders, and the term “Voting VPS Notes” shall be construed accordingly. (d) At least 50% of the Voting VPS Notes must be represented at a VPS Noteholders’ Meeting for a quorum to be present, unless one of the matters set out in paragraph (f) below is to be discussed, in which case at least two thirds (2/3) of the Voting VPS Notes must be represented at the meeting for a quorum to be present. (e) Resolutions will be passed by simple majority of the Voting VPS Notes represented at the VPS Noteholders’ Meeting, unless otherwise set out in paragraph (f) below. (f) In the following matters, a majority of at least two thirds (2/3) of the Voting VPS Notes represented at the VPS Noteholders’ Meeting is required: (i) modification of the Maturity Date (if any) of the VPS Notes specified in the applicable Final Terms or reduction or cancellation of the nominal amount payable upon maturity; (ii) reduction or cancellation of the amount payable or modification of the payment date in respect of any interest in respect of the VPS Notes or variation of the method of calculating the rate of interest in respect of the VPS Notes; (iii) reduction of any Minimum Rate of Interest and/or Maximum Rate of Interest specified in the applicable Final Terms; (iv) modification of the currency in which payments under the VPS Notes are to be made; (v) any alteration of this paragraph (f), including modification of the majority required to pass a resolution of any matter listed herein; (vi) the transfer of rights and obligations under the VPS Conditions and this Agreement to another issuer; or (vii) a change of VPS Trustee. (g) For the avoidance of doubt, no resolution by the VPS Noteholders shall be required for any actions taken by the Issuer, the VPS Trustee and/or others in accordance with the VPS Conditions in effect from time to time, unless explicitly required thereunder.

Authority of the VPS Noteholders’ Meeting. (a) The VPS Noteholders’ Meeting may not adopt resolutions which will give certain VPS Noteholders an unreasonable advantage at the expense of other VPS Noteholders. (b) Subject to the power of the VPS Trustee to take certain action as set out in Clause 5.1 (Power to represent the VPS Noteholders), if a resolution by, or an approval of, the VPS Noteholders is required, such resolution may be passed at a VPS Noteholders’ Meeting. Resolutions passed at any VPS Noteholders’ Meeting will be binding upon all relevant VPS Noteholders. (c) The VPS Noteholders’ Meeting will consist of: (i) for purposes of any resolution directly relating to a specific Issue and/or its Final Terms, only the VPS Noteholders holding VPS Notes in that specific Issue; or (ii) for purposes of any resolution directly relating to a version of the VPS Conditions, only the VPS Noteholders holding VPS Notes issued subject to that particular version of the VPS Conditions; or (iii) for purposes of any resolution directly relating to this Agreement, all VPS Noteholders, and the term “Voting VPS Notes” shall be construed accordingly. (d) At least 50% of the Voting VPS Notes must be represented at a VPS Noteholders’ Meeting for a quorum to be present, unless one of the matters set out in paragraph (f) below is to be discussed, in which case at least two thirds (2/3) of the Voting VPS Notes must be represented at the meeting for a quorum to be present. (e) Resolutions will be passed by simple majority of the Voting VPS Notes represented at the VPS Noteholders’ Meeting, unless otherwise set out in paragraph (f) below. (f) In the following matters, a majority of at least two thirds (2/3) of the Voting VPS Notes represented at the VPS Noteholders’ Meeting is required: (i) modification of the Maturity Date (if any) of the VPS Notes specified in the applicable Final Terms or reduction or cancellation of the nominal amount payable upon maturity; (ii) reduction or cancellation of the amount payable or modification of the payment date in respect of any interest in respect of the VPS Notes or variation of the method of calculating the rate of interest in respect of the VPS Notes; (iii) reduction of any Minimum Interest Rate of Interest and/or Maximum Interest Rate of Interest specified in the applicable Final Terms; (iv) modification of the currency in which payments under the VPS Notes are to be made; (v) any alteration of this paragraph (f), including modification of the majority required to pass a resolution of any matter listed herein; (vi) the transfer of rights and obligations under the VPS Conditions and this Agreement to another issuer; or (vii) a change of VPS Trustee. (g) For the avoidance of doubt, no resolution by the VPS Noteholders shall be required for any actions taken by the Issuer, the VPS Trustee and/or others in accordance with the VPS Conditions in effect from time to time, unless explicitly required thereunder.