Common use of Bondholders’ Meeting Clause in Contracts

Bondholders’ Meeting. 15.1 The Trustee shall convene a Bondholders’ Meeting as soon as practicable and in any event no later than ten (10) Business Days after receipt of a valid request from the Issuer or the Bondholder(s) (or such later date as may be necessary for technical or administrative reasons). The notice convening the Bondholders' Meeting shall be sent to all Bondholders registered in the CSD at the time the notice is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the notice is published in accordance with the applicable regulations of the Exchange. The notice shall also be published on the website of the Trustee (alternatively by press release or other relevant information platform). 15.2 The notice pursuant to Clause 15.1 shall include (i) time for the meeting, (ii) place for the meeting, (iii) agenda for the meeting (including each request for a decision by the Bondholders), (iv) the day on which a person must be a Bondholder in order to exercise Bondholders’ rights at the Bondholders’ Meeting, and (v) a form of power of attorney. Only matters that have been included in the notice may be resolved upon at the Bondholders’ Meeting. Should prior notification by the Bondholders be required in order to attend the Bondholders’ Meeting, such requirement shall be included in the notice. 15.3 The Bondholders’ Meeting shall be held no earlier than ten (10) Business Days and no later than thirty (30) Business Days after the effective date of the notice. 15.4 A Bondholders' Meeting may be held on premises selected by the Trustee, or if Clause 14.4 applies, by the person convening the Bondholders’ Meeting (however to be held in Oslo, Norway). The Bondholders' Meeting will be opened and, unless otherwise decided by the Bondholders' Meeting, chaired by the Trustee. If the Trustee is not present, the Bondholders' Meeting will be opened by a Bondholder and be chaired by a representative elected by the Bondholders' Meeting. 15.5 The chair of the Bondholders' Meeting may, in its sole discretion, decide on accepted evidence of ownership of Bonds included in the Adjusted Nominal Amount, and otherwise determine any question concerning whether any Bonds shall be considered to be included in the Adjusted Nominal Amount. 15.6 Without amending or varying these Terms and Conditions, the Trustee may prescribe such further regulations regarding the convening and holding of a Bondholders’ Meeting as the Trustee may deem appropriate. Such regulations may include a possibility for Bondholders to vote without attending the meeting in person.

Bondholders’ Meeting. 15.1 10.1 The Trustee Bondholders’ Meeting represents the supreme authority of the Bondholders jointly in all matters regarding the VPS Notes. If a resolution by or an approval of the Bondholders is required, such resolution shall convene be passed at a Bondholders’ Meeting. Resolutions passed at a Bondholders’ Meeting as soon as practicable shall be binding and prevail for all holders of VPS Notes whether or not they are present at the meeting. 10.2 A Bondholders’ Meeting shall be held at the request of: (a) the Issuer, (b) Bondholders representing at least 1/10 of the Voting VPS Notes, (c) the Bond Trustee, or (d) the Exchange. 10.3 The Bondholders’ Meeting shall be convened by the Bond Trustee. A request for a Bondholders’ Meeting shall be made in any event writing to the Bond Trustee, and shall clearly state the matters to be discussed. 10.4 If the Bond Trustee has not summoned a Bondholders’ Meeting within 10 – ten – Business Days after having received such a request, then the requesting party may summon the Bondholders’ Meeting itself. 10.5 Summons to a Bondholders Meeting shall be dispatched no later than 10 – ten (10) – Business Days after receipt of a valid request from prior to the Issuer or the Bondholder(s) (or such later date as may be necessary for technical or administrative reasons)Bondholders’ Meeting. The notice convening the Bondholders' Meeting summons and a confirmation of each Bondholder’s holdings of VPS Notes shall be sent to all Bondholders registered in the CSD VPS at the time the notice is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the notice is published in accordance with the applicable regulations of the Exchangedistribution. The notice summons shall also be published on sent to the website of the Trustee (alternatively by press release or other relevant information platform)Exchange for publication. 15.2 10.6 The notice pursuant to Clause 15.1 summons shall include (i) time for specify the meeting, (ii) place for the meeting, (iii) agenda for the meeting (including each request for a decision by the Bondholders), (iv) the day on which a person must be a Bondholder in order to exercise Bondholders’ rights at the Bondholders’ Meeting, and (v) a form of power of attorney. Only matters that have been included in the notice may be resolved upon at the Bondholders’ Meeting. Should prior notification by The Bond Trustee may in the Bondholders summons also set forth other matters on the agenda than those requested. If amendments to the VPS Conditions and/or this Agreement have been proposed, the main content of the proposal shall be required stated in order to attend the summons. 10.7 The Bond Trustee may restrict the Issuer from making any changes in the number of Voting VPS Notes in the period from distribution of the summons until the Bondholders’ Meeting, such requirement shall be included in the notice. 15.3 10.8 Matters that have not been reported to the Bondholders in accordance with the procedural rules for summoning of a Bondholders’ Meeting may only be adopted with the approval of all Voting VPS Notes. 10.9 The Bondholders’ Meeting shall be held no earlier than ten (10) Business Days and no later than thirty (30) Business Days after the effective date of the notice. 15.4 A Bondholders' Meeting may be held on premises selected designated by the Bond Trustee, or if Clause 14.4 applies, by the person convening the . The Bondholders’ Meeting (however to be held in Oslo, Norway). The Bondholders' Meeting will shall be opened andand shall, unless otherwise decided by the Bondholders' ’ Meeting, be chaired by the Bond Trustee. If the Bond Trustee is not present, the Bondholders' ’ Meeting will shall be opened by a Bondholder Bondholder, and be chaired by a representative elected by the Bondholders' ’ Meeting. 15.5 The chair 10.10 Minutes of the Bondholders' ’ Meeting mayshall be kept. The minutes shall state the number of VPS Notes represented at the Bondholders’ Meeting, in its sole discretionthe resolutions passed at the meeting, decide on accepted evidence and the result of ownership the voting. The minutes shall be signed by the chairman and at least one other person elected by the Bondholders’ Meeting. The minutes shall be deposited with the Bond Trustee and shall be available to the Bondholders. 10.11 The Bondholders, the Bond Trustee and representatives of Bonds included the Exchange have the right to attend the Bondholders’ Meeting. The chairman may grant access to the meeting to other parties, unless the Bondholders’ Meeting decides otherwise. Bondholders may attend by a representative holding a proxy satisfactory (in the Adjusted Nominal Amount, sole discretion of the Bond Trustee) to the Bond Trustee. Bondholders have the right to be assisted by an advisor. In case of dispute the chairman shall decide who may attend the Bondholders’ Meeting and otherwise determine vote for the VPS Notes. 10.12 Representatives of the Issuer have the right to attend the Bondholders’ Meeting. The Bondholders’ Meeting may resolve that the Issuer’s representatives may not participate in particular matters. The Issuer has the right to be present during the voting. 10.13 At the Bondholders’ Meeting each Bondholder may cast one vote for each Voting Bond owned at close of business in Oslo on the day prior to the date of the Bondholders’ Meeting in accordance with the records registered in the VPS. Whoever opens the Bondholders’ Meeting shall adjudicate any question concerning which VPS Notes shall count as Issuer’s VPS Notes. Issuer’s VPS Notes have no voting rights. 10.14 In all matters to be dealt with at the Bondholders’ Meeting, the Issuer, the Bond Trustee and any Bondholder have the right to demand a vote by ballot. In the case of parity of votes, the chairman shall have the deciding vote, regardless of whether any Bonds the chairman is a Bondholder or not. 10.15 In order to form a quorum, one or more persons holding at least half (1/2) of the Voting VPS Notes must be represented at the meeting. 10.16 Resolutions shall be considered to be included passed by simple majority of the votes at the Bondholders’ Meeting, unless otherwise set forth in the Adjusted Nominal AmountClause 10.17 below. 15.6 Without amending 10.17 Subject to clauses 11.3 and 11.4, a majority of at least 2/3 of the Voting VPS Notes represented at the Bondholders Meeting is required for any waiver or varying these Terms and amendment of any terms of this Agreement or the VPS Conditions, the Trustee may prescribe such further regulations regarding the convening and holding of a . 10.18 The Bondholders’ Meeting as may not adopt resolutions which may give certain Bondholders or others an unreasonable advantage at the expense of other Bondholders. 10.19 The Bond Trustee shall ensure that resolutions passed at the Bondholders’ Meeting are properly implemented. 10.20 The Issuer, the Bondholders and the Exchange shall be notified of resolutions passed at the Bondholders’ Meeting. 10.21 If the Bondholders’ Meeting does not form a quorum pursuant to Clause 10.15 above, a repeated Bondholders’ Meeting may deem appropriate. Such regulations may include a possibility for Bondholders be summoned to vote without attending on the meeting same matters. The attendance at the first Bondholders’ Meeting shall be specified in personthe summons for the repeated Bondholders’ Meeting. 10.22 When a matter is tabled for discussion at a repeated Bondholders’ Meeting, a valid resolution may be passed even though less than half (1/2) of the Voting VPS Notes are represented.

Bondholders’ Meeting. 15.1 18.1 The Trustee Agent shall convene a Bondholders’ Meeting as soon as practicable and in any event by sending a notice thereof to each Bondholder no later than ten five (105) Business Days after receipt of a valid request from the Issuer or the Bondholder(s) (or such later date as may be necessary for technical or administrative reasons). 18.2 Should the Issuer want to replace the Agent, it may convene a Bondholders’ Meeting in accordance with Clause 18.1 with a copy to the Agent. The notice convening the Bondholders' Meeting shall be sent to all Bondholders registered in the CSD at the time the notice is sent After a request from the CSD. If the Bonds are listedBondholders pursuant to Clause 21.4.3, the Issuer shall ensure that the notice is published no later than five (5) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Bondholders’ Meeting in accordance with the applicable regulations of the Exchange. The notice shall also be published on the website of the Trustee (alternatively by press release or other relevant information platform)Clause 18.1. 15.2 18.3 The notice pursuant to Clause 15.1 18.1 shall include (i) time for the meeting, (ii) place for the meeting, (iii) agenda for the meeting (including each request for a decision by the Bondholders), ) and (iv) the day on which a person must be a Bondholder in order to exercise Bondholders’ rights at the Bondholders’ Meeting, and (v) a form of power of attorney. Only matters that have been included in the notice may be resolved upon at the Bondholders’ Meeting. Should prior notification by the Bondholders be required in order to attend the Bondholders’ Meeting, such requirement shall be included in the notice. 15.3 18.4 The Bondholders’ Meeting shall be held no earlier than ten (10) Business Days and no later than thirty twenty (3020) Business Days after the effective date of from the notice. 15.4 A 18.5 If the Agent, in breach of these Terms and Conditions, has not convened a Bondholders' ’ Meeting within 20 Business Days after having received such notice, the requesting person may be held on premises selected by the Trustee, or if Clause 14.4 applies, by the person convening convene the Bondholders’ Meeting (however to be held in Oslo, Norway). The Bondholders' Meeting will be opened and, unless otherwise decided by the Bondholders' Meeting, chaired by the Trusteeitself. If the Trustee requesting person is not presenta Bondholder, the Issuer shall upon request from such Bondholder provide the Bondholder with necessary information from the register kept by the CSD and, if no person to open the Bondholders' ’ Meeting will has been appointed by the Agent, the meeting shall be opened by a Bondholder and be chaired by a representative elected person appointed by the Bondholders' Meetingrequesting person. 15.5 The chair 18.6 At a Bondholders’ Meeting, the Issuer, the Bondholders (or the Bondholders’ representatives/proxies) and the Agent may attend along with each of their representatives, counsels and assistants. Further, the directors of the board, the managing director and other officials of the Issuer and the Issuer’s auditors may attend the Bondholders' ’ Meeting. The Bondholders’ Meeting maymay decide that further individuals may attend. If a representative/proxy shall attend the Bondholders’ Meeting instead of the Bondholder, in the representative/proxy shall present a duly executed proxy or other document establishing its sole discretion, decide on accepted evidence of ownership of Bonds included in authority to represent the Adjusted Nominal Amount, and otherwise determine any question concerning whether any Bonds shall be considered to be included in the Adjusted Nominal AmountBondholder. 15.6 18.7 Without amending or varying these Terms and Conditions, the Trustee Agent may prescribe such further regulations regarding the convening and holding of a Bondholders’ Meeting as the Trustee 23 (31) Agent may deem appropriate. Such regulations may include a possibility for Bondholders to vote without attending the meeting in person.