Common use of Meetings; Notice; Proxy Clause in Contracts

Meetings; Notice; Proxy. (a) The Board shall meet at least four (4) times in each Fiscal Year (but if the first Fiscal Year is nine (9) months or less, the number of Board meetings shall equal at least the number of full calendar quarters in such Fiscal Year plus one (1)) and a majority of meetings shall be held in The Kingdom, unless otherwise agreed by a resolution of the Board. Any two (2) Directors may convene additional Board meetings by delivering a Notice to the Board Chairman or the Board Secretary, for good cause or a substantial reason related to the Project or the Company, the resolution of which cannot be reasonably deferred to a scheduled meeting of the Board. (b) The Board Secretary (or, in the Board Secretary’s absence, the Assistant Board Secretary) shall convene any meeting of the Board by delivering to each Director a Notice (including the agenda for such meeting) at least fourteen (14) days prior to the proposed date therefor. The agenda of each meeting shall include any matter submitted to the Board Secretary by any two (2) Directors at least two (2) days prior to the delivery of the Notice for such meeting. A Director may waive (with respect to that Director), in writing, any requirement for advance notice of any meeting. A written retrospective waiver of notice, signed by a Director, shall be deemed equivalent to proper delivery of a Notice to that Director. A Director’s attendance at a Board meeting shall constitute a waiver of notice (with respect to that Director) of that meeting, unless such attendance was solely for the purpose of protesting the inadequacy of the Notice. (c) A Director may be represented at any Board meeting by any other Director, provided that the latter has been duly appointed as a proxy (“Proxy”) by the former in writing and Notice of such appointment is delivered to the Board Secretary prior to such Board meeting. (d) Minutes of Board meetings shall be taken by the Board Secretary or, in the Board Secretary’s absence, the Assistant Board Secretary, recorded in the English language, circulated to the Directors, and, if agreed, signed by the Board Chairman and Deputy Board Chairman. The documents evidencing the adoption of resolutions shall be filed by the Board Secretary or, in the Board Secretary’s absence, the Assistant Board Secretary, in the minute book of the Company to be kept at the Head Office. (e) Any Director may abstain from a vote on any matter, provided that if any Director so abstains, then, notwithstanding anything to the contrary in this Shareholders’ Agreement, the relevant voting threshold set out in Section 8.6 (Board Action in General) shall remain unchanged.

Meetings; Notice; Proxy. (a) The Board shall meet at least four (4) times in each Fiscal Year (but if the first Fiscal Year is nine (9) months or less, the number of Board meetings shall equal at least the number of full calendar quarters in such Fiscal Year plus one (1)) and a majority of meetings shall be held in The Kingdom, unless otherwise agreed by a resolution of the Board. Any two (2) Directors may convene additional Board meetings by delivering a Notice to the Board Chairman or the Board Secretary, for good cause or a substantial reason related to the Project or the Company, the resolution of which cannot be reasonably deferred to a scheduled meeting of the Board. (b) The Board Secretary (or, in the Board Secretary’s absence, the Assistant Board Secretary) shall convene any meeting of the Board by delivering to each Director a Notice (including the agenda for such meeting) at least fourteen (14) days prior to the proposed date therefor. The agenda of each meeting shall include any matter submitted to the Board Secretary by any two (2) Directors at least two (2) days prior to the delivery of the Notice for such meeting. A Director may waive (with respect to that Director), in writing, any requirement for advance notice of any meeting. A written retrospective waiver of notice, signed by a Director, shall be deemed equivalent to proper delivery of a Notice to that Director. A Director’s attendance at a Board meeting shall constitute a waiver of notice (with respect to that Director) of that meeting, unless such attendance was solely for the purpose of protesting the inadequacy of the Notice. (c) A Director may be represented at any Board meeting by any other Director, provided that the latter has been duly appointed as a proxy (“Proxy”) by the former in writing and Notice of such appointment is delivered to the Board Secretary prior to such Board meeting. . - 44 - (d) Minutes of Board meetings shall be taken by the Board Secretary or, in the Board Secretary’s absence, the Assistant Board Secretary, recorded in the English language, circulated to the Directors, and, if agreed, signed by the Board Chairman and Deputy Board Chairman. The documents evidencing the adoption of resolutions shall be filed by the Board Secretary or, in the Board Secretary’s absence, the Assistant Board Secretary, in the minute book of the Company to be kept at the Head Office. (e) Any Director may abstain from a vote on any matter, provided that if any Director so abstains, then, notwithstanding anything to the contrary in this Shareholders’ Agreement, the relevant voting threshold set out in Section 8.6 (Board Action in General) shall remain unchanged.

Meetings; Notice; Proxy. (a) The Board shall meet at least four (4) times in each Fiscal Year (but if the first Fiscal Year is nine (9) months or less, the number of Board meetings shall equal at least the number of full calendar quarters in such Fiscal Year plus one (1)) and a majority of meetings shall be held in The Kingdom, unless otherwise agreed by a resolution of the Board. Any two (2) Directors Managers may convene additional Board meetings by delivering a Notice to the Board Chairman or the Board Secretary, for good cause or a substantial reason related to the Project or the Company, the resolution of which cannot be reasonably deferred to a scheduled meeting of the Board. (b) The Board Secretary (or, in the Board Secretary’s absence, the Assistant Board Secretary) shall convene any meeting of the Board by delivering to each Director Manager a Notice at least twenty-one (21) days prior to the proposed date therefor and shall deliver to each Manager relevant information on the matters to be considered at the relevant Board meeting and the business to be put to the vote of the Managers for the relevant Board meeting (including the agenda for such meeting) at least fourteen (14) days prior to the proposed date therefor, except, in each case, to the extent a majority of Managers, including one appointed by each Founding Shareholder, agrees in writing to a shorter notice period or to waive the notice period. The agenda of each meeting shall include any matter submitted to the Board Secretary by any two (2) Directors Managers at least two (2) days prior to the delivery of the Notice for such meeting. A Director may , or such shorter period as agreed by the majority of Managers who agreed to a shorter notice period or to waive (the notice period for the relevant Board meeting in accordance with respect to that Directorthis Section 8.2(b), in writing, any requirement for advance notice of any meeting. A written retrospective waiver of notice, signed by a DirectorManager, shall be deemed equivalent to proper delivery of a Notice to that DirectorManager. A DirectorManager’s attendance at a Board meeting shall constitute a waiver of notice (with respect to that DirectorManager) of that meeting, unless such attendance was solely for the purpose of protesting the inadequacy of the Notice. (c) A Director Manager may be represented at any Board meeting by any other DirectorManager, provided that the latter has been duly appointed as a proxy (“Proxy”) by the former in writing and Notice of such appointment is delivered to the Board Secretary prior to such Board meeting. (d) Minutes of Board meetings shall be taken by the Board Secretary or, in the Board Secretary’s absence, the Assistant Board Secretary, recorded in the English language, circulated to the DirectorsManagers, and, if agreed, signed by the Board Chairman and Deputy Board Chairman. The documents evidencing the adoption of resolutions shall be filed by the Board Secretary or, in the Board Secretary’s absence, the Assistant Board Secretary, in the minute book of the Company to be kept at the Head Office. (e) Any Director Manager may abstain from a vote on any matter, provided that if any Director Manager so abstains, then, notwithstanding anything to the contrary in this Shareholders’ Agreement, the relevant voting threshold set out in Section 8.6 8.7 (Board Action in General) shall remain unchanged.

Meetings; Notice; Proxy. (a) The Board of Managers shall meet at least four (4) times in each Fiscal a Year (taking into account the time periods within which to approve the Financial Statements in accordance with clause 11.2(a)) but if the first Fiscal Year is nine (9) months or less, the number of meetings of the Board meetings of Managers shall equal at least the number of full calendar quarters in such Fiscal Year plus one (1)) and a majority of meetings shall be held in The the Kingdom, unless otherwise agreed by a resolution of the BoardBoard of Managers. Any two At least one (21) Directors may convene additional Board meetings by delivering a Notice to the Board Chairman or the Board Secretary, for good cause or a substantial reason related to the Project or the Company, the resolution of which cannot be reasonably deferred to a scheduled meeting of the BoardBoard of Managers shall be within thirty (30) days from the end of each Financial Year in order for the Board of Managers to prepare and endorse the audited Financial Statements, the Board of Managers’ report, and the Board of Managers' recommendations in relation to the reserves to be maintained ahead of Shareholder Loan repayments and dividends to be distributed to the Shareholders in accordance with the Shareholders’ Loan Repayment and Dividend Policy. The Shareholders shall procure that the Board of Managers files copies of these documents with MOCI within one (1) month from the date of their preparation. (b) The Board Secretary (or, in the Board Secretary’s absence, the Assistant Board Secretary) shall convene any meeting of the Board by delivering to each Director a Notice (including the agenda for such meeting) at At least fourteen (14) days days' Notice of any Board of Managers’ meeting (scheduled or special but excluding an Adjourned Meeting or Re-Adjourned Meeting) shall be given by the Board Secretary and such Notice shall include the agenda. The Board of Managers’ Chairman and the Board Secretary shall consult with each Board Manager with the aim of ensuring that all Board Managers are able to attend (whether in Person, by telephone or Proxy) prior to setting the proposed date thereforof such meeting. The agenda of each meeting shall include any matter submitted to the Board Secretary by any two (2) Directors Board Managers at least two (2) days prior to the delivery of the Notice for such meeting and shall set out in reasonable detail as may be practicable in the circumstance, the subject matter of the meeting and any decision to be considered at the meeting. A Director Board Manager may waive (with respect to that DirectorBoard Manager), in writing, any requirement for advance notice Notice of any meetingmeeting on behalf of such Board Manager. A written retrospective waiver of noticeNotice, signed by a DirectorBoard Manager, shall be deemed equivalent to proper delivery of a Notice to that DirectorBoard Manager. A Director’s Board Manager's attendance at a Board of Managers meeting shall constitute a waiver of notice Notice (with respect to that DirectorBoard Manager) of that meeting, unless such attendance was solely for the purpose of protesting the inadequacy of the Notice. (c) A Director special Board of Managers’ meeting may be convened by Notice given by at least one (1) Saudi Aramco Board Manager (provided that Saudi Aramco holds at least twenty percent (20%) of the Shares) or one (1) Xxxxxx Board Manager (provided that Xxxxxx holds at least twenty percent (20%) of the Shares) in writing to the Board of Managers’ Chairman and the Board of Managers’ Secretary, for good cause or a substantial reason related to the Business or the Company, the consideration of which cannot be reasonably deferred to a regularly scheduled meeting of the Board of Managers. (d) A Board Manager may be represented at any Board of Managers’ meeting by any other Directoranother Board Manager, provided that the latter has been duly appointed as a proxy (“Proxy”) by the former in writing and Notice of such appointment is delivered sent to the Board of Managers’ Secretary prior to such Board of Managers’ meeting. (de) Minutes of the Board meetings of Managers’ meeting shall be taken by the Board Secretary or, in the Board Secretary’s absence, the Assistant Board of Managers’ Secretary, recorded in the English languagelanguage or, for Third Party facing resolutions, in the English and Arabic languages, circulated to the Directors, Board Managers after the meeting and, if agreed, signed by the Board Chairman and Deputy Board of Managers’ Chairman. The documents evidencing the adoption of resolutions shall be filed by the Board of Managers’ Secretary or, in the Board Secretary’s absence, the Assistant Board Secretary, in the minute book of the Company to which shall be kept at the Head Office. (e) Any Director may abstain from a vote on any matter, provided that if any Director so abstains, then, notwithstanding anything to the contrary in this Shareholders’ Agreement, the relevant voting threshold set out in Section 8.6 (Board Action in General) shall remain unchanged.