Common use of GENERAL MEETINGS Clause in Contracts

GENERAL MEETINGS. 5.1. General Meetings shall be held whenever required by the Companies Act or the Articles of Association. 5.2. The chairman of the Board shall act as chairman at General Meetings. The chairman shall not have any casting vote at General Meetings. 5.3. All resolutions of a General Meeting shall be passed by unanimous vote. In the event that the Partners can not reach unanimity regarding any resolution which must be handled at a Annual General Meeting according to the Articles of Association of the Company and which are not explicitly regulated in this Agreement or under applicable laws, a resolution shall be adopted to continue the Annual General Meeting six (6) weeks later. The matter shall during this period swiftly be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations in good faith during two weeks. The Partners shall procure that any agreement regarding any such matter is promptly executed through a resolution at the continued Annual General Meeting. Should the matter not have been agreed upon during the two week period then the Partners shall immediately refer the matter to a Swedish accountant at the accounting firm of Ernst & Young (if such firm is not providing any services to either Partner at such time) (or another accounting firm as agreed between the Partners who is not providing any services to either Partner at such time) who shall be instructed to make a determination of the matter based on each Partners respective statement and render a decision before the continued Annual General Meeting in order for the parties to be able to pass a resolution at such continued Annual General Meeting. The costs for the accountant shall be borne by the Partners in equal shares. The rules of procedure set out in Chapter 7, Section 14 in the Swedish Companies Act regarding notice for registration in the Companies Register shall be observed. In the event that the Partners at any General Meeting can not reach unanimity regarding any other resolution that such that is referred to in the first paragraph of this Section 5.3, such matter shall be postponed to the next General Meeting which shall be held no later than three (3) months thereafter. Should no resolution be made at such second General Meeting, then the Partners shall consider the matter for an additional three (3) month period and endeavor to make a resolution at a third General Meeting to be held no later than 3 months after such second General Meeting. Should no decision be made at such third General Meeting, such matter shall be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations during an additional thirty (30) days period. Should the matter not have been agreed upon following such thirty (30) day period then the Partners shall enter into the Buy-Sell procedure set out in Section13.2. Section 13.3 shall apply mutatis mutandis after such procedure.

GENERAL MEETINGS. 5.1. General Meetings (a) Promptly after the execution and delivery of this Agreement, the Company shall be held whenever required by the Companies Act or the Articles take all action necessary under all applicable legal requirements to convene, give notice of Association. 5.2. The chairman of the Board shall act as chairman at General Meetings. The chairman shall not have any casting vote at General Meetings. 5.3. All resolutions of and hold a Company General Meeting shall be passed by unanimous voteto vote on the proposal to approve the Merger, this Agreement and the transactions contemplated hereby. In the event that Parent, or any “affiliate” thereof (as such term is defined in the Partners can Israeli Companies Law), shall cast any votes in respect of the Merger, Parent shall, prior to such vote, disclose to Company its interest or its affiliates respective interests in such shares so voted and any votes by such shares shall not reach unanimity regarding any resolution which must be handled at a Annual counted with respect to such Company General Meeting. Required under applicable law The Company may adjourn or postpone the Company General Meeting according if, as of the time for which the Company General Meeting is originally scheduled there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company General Meeting. Without derogating from Section 6.3 below, the Board of Directors of the Company shall note to the Articles Company’s shareholders its approval and recommendation for approval by the shareholders of Association the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the Board of Director’s declaration that this Agreement is advisable, fair and in the best interests of their respective shareholders and approved the Merger upon the terms and conditions set forth in this Agreement. (b) Parent (as the sole shareholder of Acquisition Subsidiary) shall approve the Merger at an Acquisition Subsidiary General Meeting. (c) Each of the Company and which are not explicitly regulated Acquisition Subsidiary shall (in this Agreement or under applicable laws, a resolution shall be adopted to continue accordance with Section 317(b) of the Annual Israeli Companies Law and the regulations thereunder) inform the Companies Registrar of the decision of the respective General Meeting six (6) weeks later. The matter shall during this period swiftly be referred Meetings with respect to the Board of AAK and to Merger within three days following the Board of Enzymotec, who shall attempt to resolve such matter through negotiations in good faith during two weeks. The Partners shall procure that any agreement regarding any such matter is promptly executed through a resolution at the continued Annual General Meeting. Should the matter not have been agreed upon during the two week period then the Partners shall immediately refer the matter to a Swedish accountant at the accounting firm of Ernst & Young (if such firm is not providing any services to either Partner at such time) (or another accounting firm as agreed between the Partners who is not providing any services to either Partner at such time) who shall be instructed to make a determination adoption of the matter based on each Partners respective statement and render a decision before the continued Annual General Meeting resolution but in order for the parties to be able to pass a resolution at such continued Annual General Meeting. The costs for the accountant shall be borne by the Partners in equal shares. The rules of procedure set out in Chapter 7, Section 14 in the Swedish Companies Act regarding notice for registration in the Companies Register shall be observed. In the any event that the Partners at any General Meeting can not reach unanimity regarding any other resolution that such that is referred to in the first paragraph of this Section 5.3, such matter shall be postponed to the next General Meeting which shall be held no later than three (3) months thereafter. Should no resolution be made at such second General Meeting, then 50 days following the Partners shall consider delivery of the matter for an additional three (3) month period and endeavor Merger Proposal to make a resolution at a third General Meeting to be held no later than 3 months after such second General Meeting. Should no decision be made at such third General Meeting, such matter shall be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations during an additional thirty (30) days period. Should the matter not have been agreed upon following such thirty (30) day period then the Partners shall enter into the Buy-Sell procedure set out in Section13.2. Section 13.3 shall apply mutatis mutandis after such procedureCompanies Registrar.

GENERAL MEETINGS. 5.1. General Meetings 9.1 Subject to any extensions of time permitted pursuant to the Company Act, the first annual general meeting of the Company shall be held within fifteen months from the date of incorporation and thereafter an annual general meeting shall be held once in every calendar year at such time (not being more than thirteen months after the holding of the last preceding annual general meeting) and place as may be determined by the Directors. 9.2 If the Company is, or becomes, a company which is not a reporting company and all the members entitled to attend and vote at an annual general meeting consent in writing to all the business which is required or desired to be transacted at the meeting, the meeting need not be held. 9.3 All general meetings other than annual general meetings are herein referred to as and may be called extraordinary general meetings. 9.4 The Directors may, whenever they think fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act. 9.5 If the Company is or becomes a reporting company, advance notice of any general meeting at which Directors are to be elected shall be published in the manner required by the Companies Company Act. 9.6 A notice convening a general meeting specifying the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business, shall be given as provided in the Company Act and in the manner hereinafter in these Articles mentioned, or in such other manner [if any] as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not, to such persons as are entitled by law or under these Articles to receive such notice from the Company. Accidental omission to give notice of a meeting to, or the Articles non-receipt of Associationnotice of a meeting by, any member shall not invalidate the proceedings at that meeting. 5.2. The chairman of 9.7 All the Board shall act as chairman at General Meetings. The chairman shall not have any casting vote at General Meetings. 5.3. All resolutions of a General Meeting shall be passed by unanimous vote. In the event that the Partners can not reach unanimity regarding any resolution which must be handled at a Annual General Meeting according to the Articles of Association members of the Company entitled to attend and which vote at a general meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are not explicitly regulated present at the meeting by a unanimous vote, waive or reduce the period of notice of such meeting and an entry in this Agreement the minute book of such waiver or under applicable laws, a resolution reduction shall be adopted sufficient evidence of the due convening of the meeting. 9.8 Except as otherwise provided by the Company Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to continue such document, be sufficient if it states that a copy of the Annual General Meeting six (6) weeks later. The matter shall document or proposed document is or will be available for inspection by members at the registered office or records office of the Company or at some other place in British Columbia designated in the notice during this period swiftly be referred usual business hours up to the Board date of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations in good faith during two weeks. The Partners shall procure that any agreement regarding any such matter is promptly executed through a resolution at the continued Annual General Meeting. Should the matter not have been agreed upon during the two week period then the Partners shall immediately refer the matter to a Swedish accountant at the accounting firm of Ernst & Young (if such firm is not providing any services to either Partner at such time) (or another accounting firm as agreed between the Partners who is not providing any services to either Partner at such time) who shall be instructed to make a determination of the matter based on each Partners respective statement and render a decision before the continued Annual General Meeting in order for the parties to be able to pass a resolution at such continued Annual General Meeting. The costs for the accountant shall be borne by the Partners in equal shares. The rules of procedure set out in Chapter 7, Section 14 in the Swedish Companies Act regarding notice for registration in the Companies Register shall be observed. In the event that the Partners at any General Meeting can not reach unanimity regarding any other resolution that such that is referred to in the first paragraph of this Section 5.3, such matter shall be postponed to the next General Meeting which shall be held no later than three (3) months thereafter. Should no resolution be made at such second General Meeting, then the Partners shall consider the matter for an additional three (3) month period and endeavor to make a resolution at a third General Meeting to be held no later than 3 months after such second General Meeting. Should no decision be made at such third General Meeting, such matter shall be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations during an additional thirty (30) days period. Should the matter not have been agreed upon following such thirty (30) day period then the Partners shall enter into the Buy-Sell procedure set out in Section13.2. Section 13.3 shall apply mutatis mutandis after such proceduregeneral meeting.

GENERAL MEETINGS. 5.1. General Meetings 19.1 Annual general meetings shall be held whenever required at least once a calendar year, but not later than fifteen (15) months after the last annual general meeting. The meeting shall be held at such time and at such place, either within or outside Israel, as may be determined by the Companies Act Board. Such general meetings shall be called “Annual Meetings” and all other general meetings of the Company shall be called “Special Meetings”. 19.2 The Annual Meeting shall transact any business required pursuant to these Articles or the Articles of AssociationCompanies Law, and any other matter as shall be determined by the Board. The Board may convene a Special Meeting by its resolution, and is required to convene a Special Meeting should it receive a request, in writing, from a person or persons entitled, under the Companies Law, to demand such meeting. 5.219.3 Any request for convening a meeting must specify the purposes for which the meeting is to be called, shall be signed by the persons requesting the meeting, and shall be delivered to the Company’s CEO and Secretary. 19.4 Subject to any Statute, any shareholder or shareholders of the Company holding at least the percentage of voting rights of the Company [required under the Companies Law] in order to be entitled to require inclusion of a matter on the agenda of a General Meeting (the “Proposing Shareholder(s)”) may request, subject to the Companies Law, that the Board include a matter on the agenda of a General Meeting to be held in the future, provided that the Board determines that the matter is appropriate to be considered at a General Meeting (a “Proposal Request”). In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable Statute, and the Proposal Request must comply with the requirements of these Articles (including this Article 19.4) and any applicable Statute. The chairman Proposal Request must be in writing, signed by all of the Board shall act as chairman at General MeetingsProposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the CEO). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable Statute. The chairman shall not have any casting vote at General Meetings. 5.3. All resolutions announcement of an adjournment or postponement of a General Meeting shall be passed by unanimous votenot commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to any information required to be included in accordance with applicable Statute, a Proposal Request must include the event following: (i) the name, address, telephone number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such Shares by the Proposing Shareholder(s) as of the date of the Proposal Request, and a representation that the Partners can not reach unanimity regarding any resolution which must Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii) the matter requested to be handled at included on the agenda of a Annual General Meeting according Meeting, all information related to such matter, the Articles of Association of the Company and which are not explicitly regulated in this Agreement or under applicable laws, a resolution shall be adopted to continue the Annual General Meeting six (6) weeks later. The matter shall during this period swiftly be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations in good faith during two weeks. The Partners shall procure reason that any agreement regarding any such matter is promptly executed through a resolution at the continued Annual General Meeting. Should the matter not have been agreed upon during the two week period then the Partners shall immediately refer the matter proposed to a Swedish accountant at the accounting firm of Ernst & Young (if such firm is not providing any services to either Partner at such time) (or another accounting firm as agreed between the Partners who is not providing any services to either Partner at such time) who shall be instructed to make a determination of the matter based on each Partners respective statement and render a decision brought before the continued Annual General Meeting in order for the parties to be able to pass a resolution at such continued Annual General Meeting. The costs for the accountant shall be borne by the Partners in equal shares. The rules of procedure set out in Chapter 7, Section 14 in the Swedish Companies Act regarding notice for registration in the Companies Register shall be observed. In the event that the Partners at any General Meeting can not reach unanimity regarding any other resolution that such that is referred to in the first paragraph of this Section 5.3, such matter shall be postponed to the next General Meeting which shall be held no later than three (3) months thereafter. Should no resolution be made at such second General Meeting, then the Partners shall consider complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting and, if the Proposing Shareholder wishes to have a position statement in support of the Proposal Request, a copy of such position statement that complies with the requirement of any applicable Statute, (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter for an additional three that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (3v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous twelve (12) month period period, including the date of the transactions and endeavor to make the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a resolution at a third General Meeting declaration that all of the information that is required under the Companies Law and any other applicable Statute to be held no later than 3 months after provided to the Company in connection with such second General Meetingmatter, if any, has been provided to the Company. Should no decision be made at such third The Board, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a General Meeting, such matter shall be referred to as the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations during an additional thirty (30) days period. Should the matter not have been agreed upon following such thirty (30) day period then the Partners shall enter into the Buy-Sell procedure set out in Section13.2. Section 13.3 shall apply mutatis mutandis after such proceduremay reasonably require.

GENERAL MEETINGS. 5.1. General Meetings 19.1 Annual general meetings shall be held whenever required at least once a calendar year, but not later than fifteen (15) months after the last annual general meeting. The meeting shall be held at such time and at such place, either within or outside Israel, as may be determined by the Companies Act Board. Such general meetings shall be called “Annual Meetings” and all other general meetings of the Company shall be called “Special Meetings”. ​ 19.2 The Annual Meeting shall transact any business required pursuant to these Articles or the Articles of AssociationCompanies Law, and any other matter as shall be determined by the Board. The Board may convene a Special Meeting by its resolution, and is required to convene a Special Meeting should it receive a request, in writing, from a person or persons entitled, under the Companies Law, to demand such meeting. 5.219.3 Any request for convening a meeting must specify the purposes for which the meeting is to be called, shall be signed by the persons requesting the meeting, and shall be delivered to the Company’s CEO and Secretary. 19.4 Subject to any Statute, any shareholder or shareholders of the Company holding at least the percentage of voting rights of the Company [required under the Companies Law] in order to be entitled to require inclusion of a matter on the agenda of a General Meeting (the “Proposing Shareholder(s)”) may request, subject to the Companies Law, that the Board include a matter on the agenda of a General Meeting to be held in the future, provided that the Board determines that the matter is appropriate to be considered at a General Meeting (a “Proposal Request”). In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable Statute, and the Proposal Request must comply with the requirements of these Articles (including this Article 19.4) and any applicable Statute. The chairman Proposal Request must be in writing, signed by all of the Board shall act as chairman at General MeetingsProposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the CEO). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable Statute. The chairman shall not have any casting vote at General Meetings. 5.3. All resolutions announcement of an adjournment or postponement of a General Meeting shall be passed by unanimous vote. In the event that the Partners can not reach unanimity regarding any resolution which must be handled at commence a Annual General Meeting according to the Articles of Association of the Company and which are not explicitly regulated in this Agreement or under applicable laws, a resolution shall be adopted to continue the Annual General Meeting six (6) weeks later. The matter shall during this new time period swiftly be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations in good faith during two weeks. The Partners shall procure that any agreement regarding any such matter is promptly executed through a resolution at the continued Annual General Meeting. Should the matter not have been agreed upon during the two week period then the Partners shall immediately refer the matter to a Swedish accountant at the accounting firm of Ernst & Young (if such firm is not providing any services to either Partner at such time) (or another accounting firm as agreed between the Partners who is not providing any services to either Partner at such time) who shall be instructed to make a determination of the matter based on each Partners respective statement and render a decision before the continued Annual General Meeting in order for the parties to be able to pass a resolution at such continued Annual General Meeting. The costs for the accountant shall be borne by the Partners in equal shares. The rules of procedure set out in Chapter 7, Section 14 in the Swedish Companies Act regarding notice for registration in the Companies Register shall be observed. In the event that the Partners at any General Meeting can not reach unanimity regarding any other resolution that such that is referred to in the first paragraph of this Section 5.3, such matter shall be postponed to the next General Meeting which shall be held no later than three (3) months thereafter. Should no resolution be made at such second General Meeting, then the Partners shall consider the matter for an additional three (3) month period and endeavor to make a resolution at a third General Meeting to be held no later than 3 months after such second General Meeting. Should no decision be made at such third General Meeting, such matter shall be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations during an additional thirty (30) days period. Should the matter not have been agreed upon following such thirty (30) day period then the Partners shall enter into the Buy-Sell procedure set out in Section13.2. Section 13.3 shall apply mutatis mutandis after such procedure.​

GENERAL MEETINGS. 5.1For so long as both the Minister and the SEP are Sig- nificant Shareholders, the Minister and the SEP shall meet prior to any General Meeting to attempt to reach consensus between themselves on each item on the agenda or proposed to be on the agenda for such General Meeting in accordance with the following procedure: (a) Within two (2) Business Days of the earlier of: (i) the last date on which a notice from Telkom of an upcom- ing General Meeting (the "General Meeting Notice") is deemed (in terms of the Articles) to have been received by each Significant Shareholder; and (ii) the receipt by a Significant Shareholder of a written notice from the other Significant Shareholder that the Board pro- poses to call a General Meeting; duly authorized representatives of each Significant Shareholder shall meet (which meeting may be conducted telephonically) to try to reach agreement on how both Significant Shareholders will vote in respect of each of the items on the agenda or proposed to be in- cluded on the agenda for such General Meeting, provided, that in respect of the election of Directors, the Minister and the SEP shall each vote in accordance with Clause 3 and the Articles; (b) If: (i) the representatives of each Significant Shareholder reach an agreement after meeting pursuant to Clause 2. General Meetings 02(a) above on how the Significant Shareholders will vote in respect of any agenda item or proposed agenda item, then the Parties shall create a written record of such agreement which shall be held whenever required executed by both Parties and each Significant Share- holder shall vote all of its Shares in accordance with such agreement in relation to the relevant agenda item or pro- posed agenda item; or (ii) (A) the representatives of each Significant Shareholder af- ter meeting pursuant to Clause 2. 02(a) above are unable to reach agreement on how the Significant Shareholders will vote in respect of each agenda item or proposed agenda item or (B) in the opinion of either Significant Shareholder such agreement cannot or is unlikely to be reached, in ei- ther case, by the Companies Act or the Articles of Association. 5.2. The chairman of the Board shall act as chairman at General Meetings. The chairman shall not have any casting vote at General Meetings. 5.3. All resolutions of a General Meeting shall be passed by unanimous vote. In the event that the Partners can not reach unanimity regarding any resolution day which must be handled at a Annual General Meeting according to the Articles of Association of the Company and which are not explicitly regulated in this Agreement or under applicable laws, a resolution shall be adopted to continue the Annual General Meeting is six (6) weeks later. The matter shall during this period swiftly be referred Business Days prior to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations in good faith during two weeks. The Partners shall procure that any agreement regarding any such matter is promptly executed through a resolution at the continued Annual General Meeting. Should the matter not have been agreed upon during the two week period then the Partners shall immediately refer the matter to a Swedish accountant at the accounting firm of Ernst & Young (if such firm is not providing any services to either Partner at such time) (or another accounting firm as agreed between the Partners who is not providing any services to either Partner at such time) who shall be instructed to make a determination date of the matter based on each Partners respective statement and render a decision before the continued Annual General Meeting in order for the parties to be able to pass a resolution at such continued Annual General Meeting. The costs for the accountant shall be borne by the Partners in equal shares. The rules of procedure set out in Chapter 7, Section 14 in the Swedish Companies Act regarding notice for registration in the Companies Register shall be observed. In the event that the Partners at any General Meeting can not reach unanimity regarding any other resolution that such that is referred to in the first paragraph of this Section 5.3, such matter shall be postponed to the next General Meeting which shall be held no later than three (3) months thereafter. Should no resolution be made at such second proposed General Meeting, then the Partners matter or matters at issue shall consider ha escalated to a committee (the matter for an additional three (3"Significant Shareholder Committee") month period and endeavor to make a resolution at a third General Meeting to be held no later than 3 months after such second General Meeting. Should no decision be made at such third General Meeting, such matter shall be referred to the Board of AAK and to the Board of Enzymotec, who shall attempt to resolve such matter through negotiations during an additional thirty (30) days period. Should the matter not have been agreed upon following such thirty (30) day period then the Partners shall enter into the Buy-Sell procedure set out in Section13.2. Section 13.3 shall apply mutatis mutandis after such procedure.comprising two