Common use of Voting on Resolutions Clause in Contracts

Voting on Resolutions. 31.1 Subject to the Act and these Bye-laws, a resolution may only be put to a vote at a general meeting of the Company or of any class of Members if: (a) it is proposed by or at the direction of the Supervisory Board; (b) it is proposed at the direction of a court; (c) it is proposed on the requisition in writing of such number of Members as is prescribed by, and is made in accordance with, the relevant provisions of the Act or these Bye-laws provided that any such resolution concerning the subject matter addressed in Bye-laws 39, 40, 41, 42, 43, 44, 45, 46, 51.2, 51.3, 51.4, 56 or 83 which has not been authorised or recommended by the Supervisory Board or is otherwise in contravention of these Bye-laws shall require a resolution of the Company passed by Members representing not less than 66.66 per cent of the total voting rights of the Members who (being entitled to do so) vote in person or by proxy on the resolution; or (d) the chairman of the meeting in his absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting. 31.2 Subject to the Act and to the Bye-laws specified below: (a) 16.5 (Whitewash for Mandatory Offers); (b) 31.1(c) (Approval of certain resolutions requisitioned by Members); (c) 42.2 (Cumulative voting for Directors); (d) 51.3(f) (Voting at Special Election General Meetings); (e) 55.4(c) (Fundamental Transactions involving the Company); (f) 56.3 (M&A Transactions); and (g) 83 (Changes to the Bye-laws) any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a simple majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes, the chairman of such meeting shall not be entitled to a second or casting vote and the resolution shall fail. 31.3 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls or other sums presently payable on all shares held by such Member. 31.4 No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his absolute discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting. At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. 31.5 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.

Voting on Resolutions. 31.1 Subject to the Act and these Bye-laws, a resolution may only be put to a vote at a general meeting of the Company or of any class of Members if: (a) it is proposed by or at the direction of the Supervisory Board; (b) it is proposed at the direction of a court; (c) it is proposed on the requisition in writing of such number of Members as is prescribed by, and is made in accordance with, the relevant provisions of the Act or these Bye-laws provided that any such resolution concerning the subject matter addressed in Bye-laws 39, 40, 41, 42, 43, 44, 45, 46, 51.2, 51.3, 51.4, 56 or 83 which has not been authorised or recommended by the Supervisory Board or is otherwise in contravention of these Bye-laws shall require a resolution of the Company passed by Members representing not less than 66.66 per cent of the total voting rights of the Members who (being entitled to do so) vote in person or by proxy on the resolutionlaws; or (d) the chairman of the meeting in his absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting. 31.2 Subject to the Act Act, the requirements of the NYSE and to the Bye-laws specified below: (a) 16.5 (Whitewash for Mandatory Offers); (b) 31.1(c) (Approval of certain resolutions requisitioned by Members); (c) 42.2 39.2 (Cumulative voting for Directors); (c) 42.1 (Removal of Directors); (d) 51.3(f) 51.4 (Voting at Special Election General MeetingsCEO and M&A Transactions); (e) 55.4(c) 52.4 (Fundamental Transactions involving the Company); (f) 56.3 (M&A TransactionsCertain shareholder approvals); and (gf) 83 79 (Changes to the Bye-laws) any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a simple majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes, the chairman of such meeting shall not be entitled to a second or casting vote and the resolution shall fail. 31.3 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls or other sums presently payable on all shares held by such Member. 31.4 No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his absolute discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting. At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. 31.5 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact. 31.6 Section 77A of the Act shall not apply to the Company.