Common use of Procedure for arranging a VPS Noteholders’ Meeting Clause in Contracts

Procedure for arranging a VPS Noteholders’ Meeting. (a) A VPS Noteholders’ Meeting shall be convened by the VPS Trustee upon the request in writing of: (i) the Issuer; (ii) VPS Noteholders representing at least 1/10 of the Voting VPS Notes; (iii) the Exchange, if the VPS Notes are listed and the Exchange is entitled to do so pursuant to the general rules and regulations of the Exchange; or (iv) the VPS Trustee. (b) If the VPS Trustee has not convened a VPS Noteholders’ Meeting within ten (10) Business Days after having received a valid request for calling a VPS Noteholders’ Meeting pursuant to paragraph (a) above, then the requesting party may itself call the VPS Noteholders’ Meeting. (c) Summons to a VPS Noteholders’ Meeting must be sent no later than ten (10) Business Days prior to the proposed date of the VPS Noteholders’ Meeting. The Summons shall be sent to all VPS Noteholders registered in the VPS at the time the Summons is sent from the VPS. If the VPS Notes are listed, the Issuer shall ensure that the Summons is published in accordance with the applicable regulations of the Exchange. The Summons shall also be published on the website of the VPS Trustee (alternatively by press release or other relevant information platform). (d) Any Summons for a VPS Noteholders’ Meeting must clearly state the agenda for the VPS Noteholders’ Meeting and the matters to be resolved. The VPS Trustee may include additional agenda items to those requested by the person calling for the VPS Noteholders’ Meeting in the Summons. If the Summons contains proposed amendments to the VPS Conditions and/or this Agreement, a description of the proposed amendments must be set out in the Summons. (e) Items which have not been included in the Summons may not be put to a vote at the VPS Noteholders’ Meeting. (f) By written notice to the Issuer, the VPS Trustee may prohibit the Issuer from acquiring or dispose of VPS Notes during the period from the date of the Summons until the date of the VPS Noteholders’ Meeting. (g) A VPS Noteholders’ Meeting may be held on premises selected by the VPS Trustee, or if paragraph (b) above applies, by the person convening the VPS Noteholders’ Meeting (however to be held in Oslo). The VPS Noteholders’ Meeting will be opened and, unless otherwise decided by the VPS Noteholders’ Meeting, chaired by the VPS Trustee (the “Chairman”). If the VPS Trustee is not present, the VPS Noteholders’ Meeting will be opened by a VPS Noteholder and the Chairman elected by the VPS Noteholders’ Meeting. (h) Each VPS Noteholder, the VPS Trustee and, if the VPS Notes are listed, representatives of the Exchange, or any person or persons acting under a power of attorney for a VPS Noteholders, shall have the right to attend the VPS Noteholders’ Meeting (each a “Representative”). The Chairman may grant access to the meeting to other persons not being Representatives, unless the VPS Noteholders’ Meeting decides otherwise. In addition, each Representative has the right to be accompanied by an advisor. In case of dispute or doubt with regard to whether a person is a Representative or entitled to vote, the Chairman will decide who may attend the VPS Noteholders’ Meeting and exercise voting rights. (i) Representatives of the Issuer have the right to attend the VPS Noteholders’ Meeting. The VPS Noteholders’ Meeting may resolve to exclude the Issuer’s representatives and/or any person holding only Issuer's VPS Notes (or any representative of such person) from participating in the meeting at certain times, however, the Issuer’s representative and any such other person shall have the right to be present during the voting. (j) Minutes of the VPS Noteholders’ Meeting must be recorded by, or by someone acting at the instruction of, the Chairman. The minutes must state the number of Voting VPS Notes represented at the VPS Noteholders’ Meeting, the resolutions passed at the meeting, and the results of the vote on the matters to be decided at the VPS Noteholders’ Meeting. The minutes shall be signed by the Chairman and at least one other person. The minutes will be deposited with the VPS Trustee who shall make available a copy to the VPS Noteholders and the Issuer upon request. (k) The VPS Trustee will ensure that the Issuer, the VPS Noteholders and the Exchange are notified of resolutions passed at the VPS Noteholders’ Meeting and that the resolutions are published on the website of the VPS Trustee (or other relevant electronically platform or press release). (l) The Issuer shall bear the costs and expenses incurred in connection with convening a VPS Noteholders’ Meeting regardless of who has convened the VPS Noteholders’ Meeting, including any reasonable costs and fees incurred by the VPS Trustee.