Common use of Bondholders’ Meetings Clause in Contracts

Bondholders’ Meetings. (1) The bondholders’ meeting in respect of the Bonds shall constitute a single bondholders’ meeting together with the bondholders’ meeting in respect of the Book-Entry Bonds and the Other Certificated Bonds as if the Bonds, the Book-Entry Bonds and the Other Certificated Bonds were the same kind and class, and both such meetings shall be convened, discussed and resolved as a single meeting. Accordingly, in this Condition 10, the Book-Entry Bonds and the Other Certificated Bonds shall be deemed to constitute the same kind and class as the Bonds and be aggregated when calculating the aggregate amount of Bonds then outstanding and for the purpose of adopting resolutions. The “Bond(s)” and “Bondholder(s)” under this Condition 10 shall, unless the context requires otherwise, mean the Bond(s), the Book-Entry Bond(s) and the Other Certificated Bond(s) and the holders of the Bond(s), the Book-Entry Bond(s) and the Other Certificated Bond(s), respectively. (2) The Issuer shall convene a Bondholders’ meeting to consider any matters which relate to the interests of Bondholders in the event: that Bondholders holding one-tenth (1/10) or more of the aggregate principal amount of the Bonds then outstanding, acting either jointly or individually, so request in writing to the Fiscal Agent at its Head Office, provided that such Bondholders (excluding the holders of the Book-Entry Bonds) shall have presented to the Fiscal Agent their Bond Certificates; or that the Issuer should deem it necessary to hold a Bondholders’ meeting by giving written notice at least thirty-five (35) days prior the proposed date of the meeting to the Fiscal Agent. When a Bondholders’ meeting is to be convened, the Issuer shall give public notice of the Bondholders’ meeting at least twenty-one (21) days prior to the date of such meeting; and ensure that the Fiscal Agent, on behalf of the Issuer, shall take the steps necessary for the convocation of the Bondholders’ meeting and to expedite the proceedings thereof. (3) The Bondholders may exercise their vote by themselves at the relevant Bondholders’ meeting, by proxy, or in writing or (in the event the Issuer permits the exercise of the voting rights by electronic method) by an electronic method pursuant to the rules established by the Issuer or the Fiscal Agent on behalf of the Issuer. At any Bondholders’ meeting, each Bondholder shall have voting rights in proportion to the principal amount of the Bonds (for the time being outstanding) held by him; provided, however, that (in the case of the Bonds other than the Book-Entry Bonds) the relevant Bond Certificates shall have been submitted to the Fiscal Agent at its Head Office, at least seven (7) days prior to the date set for such meeting. The Issuer may have its representative attend such meeting and express its opinion thereat. (4) Resolutions at such Bondholders’ meeting shall be passed by more than one-half (1/2) of the aggregate amount of voting rights held by the Bondholders who are entitled to exercise their voting rights (the “Voting Rights Holders”) and present at such meeting; provided, however, that Extraordinary Resolution is required with respect to the following items: (a) a grace of payment, an exemption from liabilities resulting from a default, or settlement, to be effected with respect to all the Bonds (other than the matters referred to in (b) below); (b) a procedural act to be made with respect to all the Bonds, or all acts pertaining to bankruptcy or similar proceedings; (c) the election or dismissal of representative(s) of the Bondholders who may be appointed and authorized by resolution of a Bondholders’ meeting to make decisions on matters to be resolved at a Bondholders’ meeting (provided such representative(s) must hold one-thousandth (1/1,000) or more of the aggregate principal amount of the Bonds (for the time being outstanding)) (the “Representative(s) of the Bondholders”) or an executor (the “Executor”) who may be appointed and authorized by resolution of a Bondholders’ meeting so as to execute the resolutions of the Bondholders’ meeting, or the change in any matters entrusted to them; and (d) any other matters where an Extraordinary Resolution is required under the provisions of these Conditions of Bonds or the applicable laws and regulations. For the avoidance of doubt, the alteration of any provisions concerning the majority required to pass an Extraordinary Resolution or the items with respect to which an Extraordinary Resolution is required cannot be amended by the resolutions of the Bondholders’ meeting.

Bondholders’ Meetings. (1) The bondholders’ meeting in respect of the Bonds shall constitute a single bondholders’ meeting together with the bondholders’ meeting in respect of the Book-Entry Bonds and the Other Certificated Bonds as if the Bonds, the Book-Entry Bonds and the Other Certificated Bonds were the same kind and class, and both such meetings shall be convened, discussed and resolved as a single meeting. Accordingly, in this Condition 1011, the Book-Entry Bonds and the Other Certificated Bonds shall be deemed to constitute the same kind and class as the Bonds and be aggregated when calculating the aggregate amount of Bonds then outstanding and for the purpose of adopting resolutions. The “Bond(s)” and “Bondholder(s)” under this Condition 10 11 shall, unless the context requires otherwise, mean the Bond(s), the Book-Entry Bond(s) and the Other Certificated Bond(s) and the holders of the Bond(s), the Book-Entry Bond(s) and the Other Certificated Bond(s), respectively. (2) The Issuer shall convene a Bondholders’ meeting to consider any matters which relate to the interests of Bondholders in the event: that Bondholders holding one-tenth (1/10) or more of the aggregate principal amount of the Bonds then outstanding, acting either jointly or individually, so request in writing to the Fiscal Agent at its Head Office, provided that such Bondholders (excluding the holders of the Book-Entry Certificated Bonds) shall have presented to the Fiscal Agent their Bond the Certificates; or that the Issuer should deem it necessary to hold a Bondholders’ meeting by giving written notice at least thirty-five (35) days prior the proposed date of the meeting to the Fiscal Agent. When a Bondholders’ meeting is to be convened, the Issuer shall give public notice of the Bondholders’ meeting at least twenty-one (21) days prior to the date of such meeting; and ensure that the Fiscal Agent, on behalf of the Issuer, shall take the steps necessary for the convocation of the Bondholders’ meeting and to expedite the proceedings thereof. (3) The Bondholders may exercise their vote by themselves at the relevant Bondholders’ meeting, by proxy, or in writing or (in the event the Issuer permits the exercise of the voting rights by electronic method) by an electronic method pursuant to the rules established by the Issuer or the Fiscal Agent on behalf of the Issuer. At any Bondholders’ meeting, each Bondholder shall have voting rights in proportion to the principal amount of the Bonds (for the time being outstanding) held by him; provided, however, that (in the case of the Bonds other than the Book-Entry Certificated Bonds) the relevant Bond Certificates shall have been submitted presented to the Fiscal Agent at its Head Office, at least seven (7) days prior to the date set for such meeting and to the Issuer or the Fiscal Agent at such meeting, on the date thereof; and, provided, further, that the Bondholder shall not make an application for book-entry transfer or an application for obliteration of the Bonds unless he returns the Certificate so issued to the Book-Entry Transfer Institution or the relevant account management institution of such Bondholder. The Issuer may have its representative attend such meeting and express its opinion thereat. (4) Resolutions at such Bondholders’ meeting shall be passed by more than one-half (1/2) of the aggregate amount of voting rights held by the Bondholders who are entitled to exercise their voting rights (the “Voting Rights Holders”) and present at such meeting; provided, however, that Extraordinary Resolution is required with respect to the following items: (a) a grace of payment, an exemption from liabilities resulting from a default, or settlement, to be effected with respect to all the Bonds (other than the matters referred to in (b) below); (b) a procedural act to be made with respect to all the Bonds, or all acts pertaining to bankruptcy or similar proceedings; (c) the election or dismissal of representative(s) of the Bondholders who may be appointed and authorized by resolution of a Bondholders’ meeting to make decisions on matters to be resolved at a Bondholders’ meeting (provided such representative(s) must hold one-thousandth (1/1,000) or more of the aggregate principal amount of the Bonds (for the time being outstanding)) (the “Representative(s) of the Bondholders”) or an executor (the “Executor”) who may be appointed and authorized by resolution of a Bondholders’ meeting so as to execute the resolutions of the Bondholders’ meeting, or the change in any matters entrusted to them; and (d) any other matters where an Extraordinary Resolution is required under the provisions of these Conditions of Bonds or the applicable laws and regulations. For the avoidance of doubt, the alteration of any provisions concerning the majority required to pass an Extraordinary Resolution or the items with respect to which an Extraordinary Resolution is required cannot be amended by the resolutions of the Bondholders’ meeting.