Common use of Meetings of Holders of Debentures Clause in Contracts

Meetings of Holders of Debentures. (a) The Fiscal Agent shall convene a meeting of the registered holders of the Debentures for any lawful purpose affecting their interests upon receipt of a written request of the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Debentures then outstanding, and upon being indemnified to its reasonable satisfaction by the Province or the registered holders of Debentures signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request, and indemnity, the Province or such registered holders of Debentures, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, or such other place as may be approved or determined by the Province and acceptable to the Fiscal Agent. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Debentures in the manner provided pursuant to the terms and conditions of the Debentures, and a copy thereof shall be sent by post to the Fiscal Agent (unless the meeting has been called by the Fiscal Agent), and to the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, those persons recorded in the Register shall be entitled to obtain voting certificates for the Debentures registered in their respective names and appointing proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Debentures may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Debentures or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Debentures in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Debentures must notify clearing system participants and, if known, beneficial owners of Debentures of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Debentures shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Debentures. (d) Some person, who need not be a registered holder of Debentures, nominated in writing by the Province shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Debentures present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Province may appoint a chairman. (e) At a meeting of registered holders of Debentures, a quorum shall consist of one or more registered holders of Debentures present in person or by proxy who represent at least a majority in principal amount of the Debentures at the time outstanding. If a quorum of the registered holders of Debentures shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Debentures, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place, in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York, or some other day or time of which not less than 7 days’ notice shall be given in the manner provided above. At the adjourned meeting, one or more registered holders of Debentures present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not represent at least a majority in principal amount of the Debentures then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Debentures is present may, with the consent of the registered holder(s) or a majority of principal amount of the Debentures represented thereat, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Debentures acting in person or by proxy and holding at least 2% in principal amount of the Debentures then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll, each registered holder of Debentures present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Debentures of which the person shall then be the registered holder. A proxy need not be a registered holder of Debentures. In the case of Debentures held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Debentures of which they are joint registered holders. (i) The Province and the Fiscal Agent, by their authorized representatives, officers and directors, and the financial and legal advisors of the Province and the Fiscal Agent, may attend any meeting of the registered holders of Debentures, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Debentures may consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the Province to this Agreement and the Debentures. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Debentures, whether present or not; provided, however, that no such modification or amendment to this Agreement or to the terms and conditions of the Debentures shall, without the consent of the registered holder of each such Debenture affected thereby: (a) change the Maturity Date of any Debenture or change any Interest Payment Date; (b) reduce the principal amount of any such Debenture or change the Interest Rate; (c) change the currency of payment of any such Debenture; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Debenture; or (e) reduce the percentage of the principal amount of Debentures necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Debentures, or reduce the quorum required at any meeting of registered holders of Debentures. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Debentures held in accordance with the provisions of this Agreement and the Debentures by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of Debentures represented at the meeting in person or by proxy and voting on the resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Debentures. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Debentures held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of the Province, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Debentures, shall be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Debentures shall be binding upon all the registered holders of Debentures, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Debentures in accordance with Subsection 14(j) shall be binding upon all the registered holders of Debentures (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution. (m) The Province may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Fiscal Agent, the Province or the registered holders of Debentures convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to Province or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Debentures shall be the registered holders thereof or their duly appointed proxies.

Meetings of Holders of Debentures. (a) The Fiscal Agent shall convene a meeting of the registered holders of the Debentures for any lawful purpose affecting their interests upon receipt of a written request of the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Debentures then outstanding, outstanding and upon being indemnified to its reasonable satisfaction by the Province or the registered holders of Debentures signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request, request and indemnity, the Province or such registered holders of Debentures, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, or such other place as may be approved or determined by the Province and acceptable to the Fiscal Agent. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Debentures in the manner provided pursuant to the terms and conditions of the Debentures, Debentures and a copy thereof shall be sent by post to the Fiscal Agent (unless the meeting has been called by the Fiscal Agent), and to the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, those persons recorded in the Register shall be entitled to obtain voting certificates for the Debentures registered in their respective names and appointing proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Debentures may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Debentures or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Debentures in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Debentures must notify clearing system participants and, if known, beneficial owners of Debentures of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Debentures shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Debentures. (d) Some person, who need not be a registered holder of Debentures, nominated in writing by the Province shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Debentures present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Province may appoint a chairman. (e) At a meeting of registered holders of Debentures, a quorum shall consist of one or more registered holders of Debentures present in person or by proxy who represent at least a majority in principal amount of the Debentures at the time outstanding. If a quorum of the registered holders of Debentures shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Debentures, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place, in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York, or some other day or time of which not less than 7 seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting, meeting one or more registered holders of Debentures present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened, convened notwithstanding that they may not represent at least a majority in principal amount of the Debentures then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Debentures is present may, with the consent of the registered holder(s) or a majority of principal amount of the Debentures represented thereat, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Debentures acting in person or by proxy and holding at least 2% in principal amount of the Debentures then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll, each registered holder of Debentures present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 U.S. $1,000 principal amount of Debentures of which the person shall then be the registered holder. A proxy need not be a registered holder of Debentures. In the case of Debentures held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present or by proxy, only one of them may vote in respect of each U.S.$1,000 U.S. $1,000 principal amount of Debentures of which they are joint registered holders. (i) The Province and the Fiscal Agent, by their authorized representatives, officers and directors, and the financial and legal advisors of the Province and the Fiscal Agent, may attend any meeting of the registered holders of Debentures, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Debentures may consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the Province to this Agreement and the Debentures. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Debentures, whether present or not; provided, however, that no such modification or amendment to this Agreement or to the terms and conditions of the Debentures shall, without the consent of the registered holder of each such Debenture affected thereby: (a) change the Maturity Date of any Debenture or change any Interest Payment Date; (b) reduce the principal amount of any such Debenture or change the Interest Rate; (c) change the currency of payment of any such Debenture; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Debenture; or (e) reduce the percentage of the principal amount of Debentures necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Debentures, or reduce the quorum required at any meeting of registered holders of Debentures. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Debentures held in accordance with the provisions of this Agreement and the Debentures by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of Debentures represented at the meeting in person or by proxy and voting on the resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Debentures. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Debentures held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of the Province, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Debentures, shall be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Debentures shall be binding upon all the registered holders of Debentures, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Debentures in accordance with Subsection 14(j) shall be binding upon all the registered holders of Debentures (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution. (m) The Province may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Fiscal Agent, the Province or the registered holders of Debentures convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to Province or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Debentures shall be the registered holders thereof or their duly appointed proxies.

Meetings of Holders of Debentures. (a) The Fiscal Agent shall convene a meeting of the registered holders of the Debentures for any lawful purpose affecting their interests upon receipt of a written request of the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Debentures then outstanding, and upon being indemnified to its reasonable satisfaction by the Province or the registered holders of Debentures signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request, and indemnity, the Province or such registered holders of Debentures, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, or such other place as may be approved or determined by the Province and acceptable to the Fiscal Agent. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Debentures in the manner provided pursuant to the terms and conditions of the Debentures, and a copy thereof shall be sent by post to the Fiscal Agent (unless the meeting has been called by the Fiscal Agent), and to the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, those persons recorded in the Register shall be entitled to obtain voting certificates for the Debentures registered in their respective names and appointing proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Debentures may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Debentures or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Debentures in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Debentures must notify clearing system participants and, if known, beneficial owners of Debentures of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Debentures shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Debentures. (d) Some person, who need not be a registered holder of Debentures, nominated in writing by the Province shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Debentures present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Province may appoint a chairman. (e) At a meeting of registered holders of Debentures, a quorum shall consist of one or more registered holders of Debentures present in person or by proxy who represent at least a majority in principal amount of the Debentures at the time outstanding. If a quorum of the registered holders of Debentures shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Debentures, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place, in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York, or some other day or time of which not less than 7 days’ notice shall be given in the manner provided above. At the adjourned meeting, one or more registered holders of Debentures present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not represent at least a majority in principal amount of the Debentures then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Debentures is present may, with the consent of the registered holder(s) or a majority of principal amount of the Debentures represented thereat, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Debentures acting in person or by proxy and holding at least 2% in principal amount of the Debentures then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll, each registered holder of Debentures present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Debentures of which the person shall then be the registered holder. A proxy need not be a registered holder of Debentures. In the case of Debentures held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Debentures of which they are joint registered holders. (i) The Province and the Fiscal Agent, by their authorized representatives, officers and directors, and the financial and legal advisors of the Province and the Fiscal Agent, may attend any meeting of the registered holders of Debentures, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Debentures may consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the Province to this Agreement and the Debentures. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Debentures, whether present or not; provided, however, that no such modification or amendment to this Agreement or to the terms and conditions of the Debentures shall, without the consent of the registered holder of each such Debenture affected thereby: (a) change the Maturity Date of any Debenture or change any Interest Payment Date; (b) reduce the principal amount of any such Debenture or change the Interest Rate; (c) change the currency of payment of any such Debenture; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Debenture; or (e) reduce the percentage of the principal amount of Debentures necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Debentures, or reduce the quorum required at any meeting of registered holders of Debentures. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Debentures held in accordance with the provisions of this Agreement and the Debentures by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of Debentures represented at the meeting in person or by proxy and voting on the resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Debentures. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Debentures held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of the Province, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Debentures, shall be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Debentures shall be binding upon all the registered holders of Debentures, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Debentures in accordance with Subsection 14(jparagraph (j) of this Section 14 shall be binding upon all the registered holders of Debentures (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution. (m) The Province may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Fiscal Agent, the Province or the registered holders of Debentures convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to Province or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Debentures shall be the registered holders thereof or their duly appointed proxies.

Meetings of Holders of Debentures. (a) The Fiscal Agent shall convene a meeting of the registered holders of the Debentures for any lawful purpose affecting their interests upon receipt of a written request of the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Debentures then outstanding, outstanding and upon being indemnified to its reasonable satisfaction by the Province or the registered holders of Debentures signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request, request and indemnity, the Province or such registered holders of Debentures, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, or such other place as may be approved or determined by the Province and acceptable to the Fiscal Agent. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Debentures in the manner provided pursuant to the terms and conditions of the Debentures, Debentures and a copy thereof shall be sent by post to the Fiscal Agent (unless the meeting has been called by the Fiscal Agent), and to the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, those persons recorded in the Register shall be entitled to obtain voting certificates for the Debentures registered in their respective names and appointing proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Debentures may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Debentures or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Debentures in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Debentures must notify clearing system participants and, if known, beneficial owners of Debentures of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Debentures shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Debentures. (d) Some person, who need not be a registered holder of Debentures, nominated in writing by the Province shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Debentures present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Province may appoint a chairman. (e) At a meeting of registered holders of Debentures, a quorum shall consist of one or more registered holders of Debentures present in person or by proxy who represent at least a majority in principal amount of the Debentures at the time outstanding. If a quorum of the registered holders of Debentures shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Debentures, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place, in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York, or some other day or time of which not less than 7 seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting, meeting one or more registered holders of Debentures present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened, convened notwithstanding that they may not represent at least a majority in principal amount of the Debentures then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Debentures is present may, with the consent of the registered holder(s) or a majority of principal amount of the Debentures represented thereat, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Debentures acting in person or by proxy and holding at least 2% in principal amount of the Debentures then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll, each registered holder of Debentures present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 principal amount of Debentures of which the person shall then be the registered holder. A proxy need not be a registered holder of Debentures. In the case of Debentures held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present or by proxy, only one of them may vote in respect of each U.S.$1,000 principal amount of Debentures of which they are joint registered holders. (i) The Province and the Fiscal Agent, by their authorized representatives, officers and directors, and the financial and legal advisors of the Province and the Fiscal Agent, may attend any meeting of the registered holders of Debentures, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Debentures may consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the Province to this Agreement and the Debentures. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Debentures, whether present or not; provided, however, that no such modification or amendment to this Agreement or to the terms and conditions of the Debentures shall, without the consent of the registered holder of each such Debenture affected thereby: (a) change the Maturity Date of any Debenture or change any Interest Payment Date; (b) reduce the principal amount of any such Debenture or change the Interest Rate; (c) change the currency of payment of any such Debenture; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Debenture; or (e) reduce the percentage of the principal amount of Debentures necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Debentures, or reduce the quorum required at any meeting of registered holders of Debentures. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Debentures held in accordance with the provisions of this Agreement and the Debentures by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of Debentures represented at the meeting in person or by proxy and voting on the resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Debentures. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Debentures held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of the Province, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Debentures, shall be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Debentures shall be binding upon all the registered holders of Debentures, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Debentures in accordance with Subsection 14(j) shall be binding upon all the registered holders of Debentures (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution. (m) The Province may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Fiscal Agent, the Province or the registered holders of Debentures convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to Province or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Debentures shall be the registered holders thereof or their duly appointed proxies.

Meetings of Holders of Debentures. (a) The Fiscal Agent shall convene a meeting of the registered holders of the Debentures for any lawful purpose affecting their interests upon receipt of a written request of the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Debentures then outstanding, outstanding and upon being indemnified to its reasonable satisfaction by the Province or the registered holders of Debentures signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request, request and indemnity, the Province or such registered holders of Debentures, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, or such other place as may be approved or determined by the Province and acceptable to the Fiscal Agent. (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Debentures in the manner provided pursuant to the terms and conditions of the Debentures, Debentures and a copy thereof shall be sent by post to the Fiscal Agent (unless the meeting has been called by the Fiscal Agent), and to the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, those persons recorded in the Register shall be entitled to obtain voting certificates for the Debentures registered in their respective names and appointing proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Debentures may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Debentures or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Debentures in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Debentures must notify clearing system participants and, if known, beneficial owners of Debentures of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Debentures shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Debentures. (d) Some person, who need not be a registered holder of Debentures, nominated in writing by the Province shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Debentures present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Province may appoint a chairman. (e) At a meeting of registered holders of Debentures, a quorum shall consist of one or more registered holders of Debentures present in person or by proxy who represent at least a majority in principal amount of the Debentures at the time outstanding. If a quorum of the registered holders of Debentures shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Debentures, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place, in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York, or some other day or time of which not less than 7 seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting, meeting one or more registered holders of Debentures present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened, convened notwithstanding that they may not represent at least a majority in principal amount of the Debentures then outstanding. (f) The chairman of any meeting at which a quorum of the registered holders of Debentures is present may, with the consent of the registered holder(s) or a majority of principal amount of the Debentures represented thereat, adjourn any such meeting, meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Debentures acting in person or by proxy and holding at least 2% in principal amount of the Debentures then outstanding, a poll shall be taken in such manner as the chairman shall direct. (h) On a poll, each registered holder of Debentures present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$1,000 U.S. $1,000 principal amount of Debentures of which the person shall then be the registered holder. A proxy need not be a registered holder of Debentures. In the case of Debentures held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present or by proxy, only one of them may vote in respect of each U.S.$1,000 U.S. $1,000 principal amount of Debentures of which they are joint registered holders. (i) The Province and the Fiscal Agent, by their authorized representatives, officers and directors, and the financial and legal advisors of the Province and the Fiscal Agent, may attend any meeting of the registered holders of Debentures, but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Debentures may consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the Province to this Agreement and the Debentures. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Debentures, whether present or not; provided, however, that no such modification or amendment to this Agreement or to the terms and conditions of the Debentures shall, without the consent of the registered holder of each such Debenture affected thereby: (a) change the Maturity Date of any Debenture or change any Interest Payment Date; (b) reduce the principal amount of any such Debenture or change the Interest Rate; : (c) change the currency of payment of any such Debenture; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Debenture; or (e) reduce the percentage of the principal amount of Debentures necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Debentures, or reduce the quorum required at any meeting of registered holders of Debentures. The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Debentures held in accordance with the provisions of this Agreement and the Debentures by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of Debentures represented at the meeting in person or by proxy and voting on the resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Debentures. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Debentures held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of the Province, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Debentures, shall be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Debentures shall be binding upon all the registered holders of Debentures, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Debentures in accordance with Subsection 14(j) shall be binding upon all the registered holders of Debentures (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution. (m) The Province may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Fiscal Agent, the Province or the registered holders of Debentures convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to Province or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Debentures shall be the registered holders thereof or their duly appointed proxies.