Common use of Written Resolutions Clause in Contracts

Written Resolutions. (a) Subject to this Agreement and the VPS Conditions, anything which may be resolved by the VPS Noteholders in a VPS Noteholders’ Meeting pursuant to Clause 4.1 (Authority of the VPS Noteholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the VPS Noteholders in a VPS Noteholders’ Meeting, and any reference in this Agreement or the VPS Conditions to a VPS Noteholders’ Meeting shall be construed accordingly. (b) The person requesting a VPS Noteholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the VPS Trustee decides otherwise. (c) The Summons for the Written Resolution shall be sent to the VPS Noteholders registered in the VPS at the time the Summons is sent from the VPS and published at the VPS Trustee’s web site, or other relevant electronic platform or via press release. (d) The provisions set out in Clause 4.1 (Authority of the VPS Noteholders’ Meeting), 4.2 (Procedure for arranging a VPS Noteholders’ Meeting), Clause 4.3 (Voting Rules) and Clause 4.4 (Repeated VPS Noteholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that: (i) the provisions set out in paragraphs (g), (h) and (i) of Clause 4.2 (Procedure for arranging VPS Noteholders’ Meetings); or (ii) provisions which are otherwise in conflict with the requirements of this Clause

Written Resolutions. (a) Subject to this Agreement and the VPS Conditions, anything which may be resolved by the VPS Noteholders in a VPS Noteholders’ Meeting pursuant to Clause 4.1 (Authority of the VPS Noteholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the VPS Noteholders in a VPS Noteholders’ Meeting, and any reference in this Agreement or the VPS Conditions to a VPS Noteholders’ Meeting shall be construed accordingly. (b) The person requesting a VPS Noteholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the VPS Trustee decides otherwise. (c) The Summons for the Written Resolution shall be sent to the VPS Noteholders registered in the VPS at the time the Summons is sent from the VPS and published at the VPS Trustee’s web site, or other relevant electronic platform or via press release. (d) The provisions set out in Clause 4.1 (Authority of the VPS Noteholders’ Meeting), 4.2 (Procedure for arranging a VPS Noteholders’ Meeting), Clause 4.3 (Voting Rules) and Clause 4.4 (Repeated VPS Noteholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that: (i) the provisions set out in paragraphs (g), (h) and (i) of Clause 4.2 (Procedure for arranging VPS Noteholders’ Meetings); or (ii) provisions which are otherwise in conflict with the requirements of this ClauseClause 4.5 (Written Resolutions), shall not apply to a Written Procedure. (e) The Summons for a Written Resolution shall include: (i) instructions as to how to vote to each separate item in the Summons (including instructions as to how voting can be done electronically if relevant); and (ii) the time limit within which the VPS Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority (the “Voting Period”). (f) The Voting Period shall be at least three (3) Business Days but not more than 15 Business Days from the date of the Summons, provided however that the Voting Period for a Written Resolution summoned pursuant to Clause 4.4 (Repeated VPS Noteholders’ Meeting) shall be at least ten (10) Business Days but not more than 15 Business Days from the date of the Summons. (g) Only VPS Noteholders of Voting VPS Notes registered with the VPS on the Relevant Record Date, or the beneficial owner thereof having presented relevant evidence to the VPS Trustee pursuant to Clause 3.3 (VPS Noteholders’ rights), will be counted in the Written Resolution. (h) A Written Resolution is passed when the requisite majority set out in paragraph 4.1(e) or paragraph 4.1(f) of Clause 4.1 (Authority of VPS Noteholders’ Meeting) has been achieved, based on the total number of Voting VPS Notes, even if the Voting Period has not yet expired. A Written Resolution may also be passed if the sufficient numbers of negative votes are received prior to the expiry of the Voting Period. (i) The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last VPS Noteholder that results in the necessary voting majority being achieved. (j) If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the close of business on the last day of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in paragraphs 4.1(d) to 4.1(f) of Clause 4.1 (Authority of VPS Noteholders’ Meeting).