Common use of GENERAL MEETINGS Clause in Contracts

GENERAL MEETINGS. (a) Promptly after the execution and delivery of this Agreement, the Company shall take all action necessary under all applicable legal requirements to convene, give notice of and hold a Company General Meeting to 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 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 be counted with respect to such Company General Meeting. Required under applicable law The Company may adjourn or postpone the Company General Meeting 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 Company’s shareholders its approval and recommendation for approval by the shareholders of 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 Acquisition Subsidiary shall (in accordance with Section 317(b) of the Israeli Companies Law and the regulations thereunder) inform the Companies Registrar of the decision of the respective General Meetings with respect to the Merger within three days following the adoption of the respective resolution but in any event not later than 50 days following the delivery of the Merger Proposal to Companies Registrar.

GENERAL MEETINGS. (a) Promptly after 5.1. General Meetings shall be held whenever required by the execution and delivery Companies Act or the Articles of this Agreement, Association. 5.2. The chairman of the Company Board shall take all action necessary under all applicable legal requirements to convene, give notice 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 to vote on the proposal to approve the Merger, this Agreement and the transactions contemplated herebyshall be passed by unanimous vote. In the event that Parent, or the Partners can not reach unanimity regarding any “affiliate” thereof (as such term is defined in the 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 resolution which must be counted with respect to such Company General Meeting. Required under applicable law The Company may adjourn or postpone the Company handled at a Annual General Meeting 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 according to the Company’s shareholders its approval and recommendation for approval by the shareholders Articles of 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 Association of the Company and Acquisition Subsidiary 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 accordance with Section 317(bgood 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 Israeli 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 Law and the regulations thereunder) inform Act regarding notice for registration in the Companies Registrar 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 the decision of the respective General Meetings with respect this Section 5.3, such matter shall be postponed to the Merger within three days following the adoption of the respective resolution but in any event not next General Meeting which shall be held no later than 50 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 delivery of Partners shall enter into the Merger Proposal to Companies RegistrarBuy-Sell procedure set out in Section13.2. Section 13.3 shall apply mutatis mutandis after such procedure.

GENERAL MEETINGS. For 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) Promptly after Within two (2) Business Days of the execution and delivery earlier of: (i) the last date on which a notice from Telkom of this Agreement, the Company shall take all action necessary under all applicable legal requirements to convene, give notice of and hold a Company 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 proposal agenda or proposed to approve be in- cluded on the Mergeragenda for such General Meeting, this Agreement and the transactions contemplated hereby. In the event provided, that Parent, or any “affiliate” thereof (as such term is defined in the 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 be counted with respect to such Company General Meeting. Required under applicable law The Company may adjourn or postpone the Company General Meeting if, as election 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 belowDirectors, the Board of Directors of the Company shall note to the Company’s shareholders its approval and recommendation for approval by the shareholders of the Company of this Agreement Minister and the consummation of the transactions contemplated hereby, including the Merger SEP shall each vote in accordance with Clause 3 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.Articles; (b) Parent (as the sole shareholder of Acquisition Subsidiary) shall approve the Merger at an Acquisition Subsidiary General Meeting.If: (ci) Each the representatives of each Significant Shareholder reach an agreement after meeting pursuant to Clause 2. 02(a) above on how the Company 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 executed by both Parties and Acquisition Subsidiary each Significant Share- holder shall (vote all of its Shares in accordance with Section 317(bsuch 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 day which is six (6) Business Days prior to the date of the Israeli Companies Law and proposed General Meeting, then the regulations thereundermatter or matters at issue shall ha escalated to a committee (the "Significant Shareholder Committee") inform the Companies Registrar of the decision of the respective General Meetings with respect to the Merger within three days following the adoption of the respective resolution but in any event not later than 50 days following the delivery of the Merger Proposal to Companies Registrar.comprising two

GENERAL MEETINGS. (a) Promptly after 9.1 Subject to any extensions of time permitted pursuant to the execution and delivery Company Act, the first annual general meeting of this Agreement, the Company shall take 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 action necessary 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 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 all applicable legal requirements these Articles to convene, receive such notice from the Company. Accidental omission to give notice of and hold a Company General Meeting to vote on the proposal to approve the Merger, this Agreement and the transactions contemplated hereby. In the event that Parentmeeting to, or the non-receipt of notice of a meeting by, any “affiliate” thereof (as member shall not invalidate the proceedings at that meeting. 9.7 All the members of the Company entitled to attend and vote at a general meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting by a unanimous vote, waive or reduce the period of notice of such term is defined meeting and an entry in the Israeli Companies Law), minute book of such waiver or reduction shall cast any votes in respect be sufficient evidence of the Mergerdue convening of the meeting. 9.8 Except as otherwise provided by the Company Act, Parent 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, 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 be counted with respect to such Company General Meeting. Required under applicable law The Company may adjourn or postpone the Company General Meeting ifdocument, as be sufficient if it states that a copy of the time document or proposed document is or will be available for which inspection by members at the Company General Meeting is originally scheduled there are insufficient Company Shares represented (either in person registered office or by proxy) to constitute a quorum necessary to conduct the business records office of the Company General Meeting. Without derogating from Section 6.3 below, or at some other place in British Columbia designated in the Board of Directors of the Company shall note notice during usual business hours up to the Company’s shareholders its approval and recommendation for approval by the shareholders date of 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 Agreementsuch general meeting. (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 Acquisition Subsidiary shall (in accordance with Section 317(b) of the Israeli Companies Law and the regulations thereunder) inform the Companies Registrar of the decision of the respective General Meetings with respect to the Merger within three days following the adoption of the respective resolution but in any event not later than 50 days following the delivery of the Merger Proposal to Companies Registrar.

GENERAL MEETINGS. 19.1 Annual general meetings shall be held at least once a calendar year, but not later than fifteen (a15) Promptly months after the execution last annual general meeting. The meeting shall be held at such time and delivery at such place, either within or outside Israel, as may be determined by the Board. Such general meetings shall be called “Annual Meetings” and all other general meetings of this Agreement, the Company shall take all action necessary be called “Special Meetings”. ​ 19.2 The Annual Meeting shall transact any business required pursuant to these Articles or the Companies 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 all applicable legal requirements the Companies Law, to convenedemand such meeting. 19.3 Any request for convening a meeting must specify the purposes for which the meeting is to be called, give notice 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 and hold 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 Company 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 vote on be held in the proposal future, provided that the Board determines that the matter is appropriate to approve be considered at a General Meeting (a “Proposal Request”). In order for the MergerBoard to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, this Agreement notice of the Proposal Request must be timely delivered in accordance with applicable Statute, and the transactions contemplated herebyProposal Request must comply with the requirements of these Articles (including this Article 19.4) and any applicable Statute. In the event that ParentThe Proposal Request must be in writing, or any “affiliate” thereof (as such term is defined in the Israeli Companies Law), shall cast any votes in respect signed by all of the MergerProposing Shareholder(s) making such request, Parent shalldelivered, 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 be counted with respect to such Company General Meeting. Required under applicable law The Company may adjourn or postpone the Company General Meeting 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 belowcertified mail, the Board of Directors of the Company shall note to the Company’s shareholders its approval postage prepaid, and recommendation for approval received by the shareholders of the Company of this Agreement and the consummation of the transactions contemplated herebySecretary (or, including the Merger and the Board of Director’s declaration that this Agreement is advisable, fair and in the best interests absence thereof by the CEO). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable Statute. The announcement of their respective shareholders and approved the Merger upon the terms and conditions set forth in this Agreement. an adjournment or postponement of a General Meeting shall not commence a new time period (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 Acquisition Subsidiary shall (in accordance with Section 317(b) of the Israeli Companies Law and the regulations thereunder) inform the Companies Registrar of the decision of the respective General Meetings with respect to the Merger within three days following the adoption of the respective resolution but in any event not later than 50 days following the delivery of the Merger Proposal to Companies Registrar.or ​

GENERAL MEETINGS. 19.1 Annual general meetings shall be held at least once a calendar year, but not later than fifteen (a15) Promptly months after the execution last annual general meeting. The meeting shall be held at such time and delivery at such place, either within or outside Israel, as may be determined by the Board. Such general meetings shall be called “Annual Meetings” and all other general meetings of this Agreement, the Company shall take all action necessary be called “Special Meetings”. 19.2 The Annual Meeting shall transact any business required pursuant to these Articles or the Companies 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 all applicable legal requirements the Companies Law, to convenedemand such meeting. 19.3 Any request for convening a meeting must specify the purposes for which the meeting is to be called, give notice 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 and hold 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 Company 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 vote on be held in the proposal future, provided that the Board determines that the matter is appropriate to approve be considered at a General Meeting (a “Proposal Request”). In order for the MergerBoard to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, this Agreement notice of the Proposal Request must be timely delivered in accordance with applicable Statute, and the transactions contemplated herebyProposal Request must comply with the requirements of these Articles (including this Article 19.4) and any applicable Statute. In the event that ParentThe Proposal Request must be in writing, or any “affiliate” thereof (as such term is defined in the Israeli Companies Law), shall cast any votes in respect signed by all of the MergerProposing Shareholder(s) making such request, Parent shalldelivered, 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 be counted with respect to such Company General Meeting. Required under applicable law The Company may adjourn or postpone the Company General Meeting 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 proxycertified 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 announcement of an adjournment or postponement of a General Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to constitute any information required to be included in accordance with applicable Statute, a quorum necessary to conduct Proposal Request must include the business 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 Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii) the matter requested to be included on the agenda of a General Meeting. Without derogating from Section 6.3 below, all information related to such matter, the Board of Directors reason that such matter is proposed to be brought before the General Meeting, the 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 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; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable Statute to be provided to the Company shall note in connection with such matter, if any, has been provided to the Company’s shareholders . The Board, may, in its approval and recommendation for approval by discretion, to the shareholders extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of the Company of this Agreement and the consummation of the transactions contemplated herebya General Meeting, including the Merger and as 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 Agreementmay reasonably require. (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 Acquisition Subsidiary shall (in accordance with Section 317(b) of the Israeli Companies Law and the regulations thereunder) inform the Companies Registrar of the decision of the respective General Meetings with respect to the Merger within three days following the adoption of the respective resolution but in any event not later than 50 days following the delivery of the Merger Proposal to Companies Registrar.