Common use of Meetings of Holders Clause in Contracts

Meetings of Holders. (i) English Law Warrants The Agency Agreement contains provisions for convening meetings of the Holders of English Law Warrants of a series to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor or Holders holding not less than 5 per cent. (by number) of the Warrants for the time being remaining unexercised. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercised. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (ii) French Law Warrants

Meetings of Holders. (i) English Law Warrants The Agency Agreement contains provisions for convening meetings Meetings of the Holders of English Law Warrants of a series will be convened from time to time to consider any matter affecting their intereststhe interests of the Holders, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreementbelow) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' ’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor or Holders holding not less than 5 per cent. (by number) of the Warrants for the time being remaining unexercised. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercised, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercised. A resolution will be an extraordinary resolution (the Extraordinary Resolution Resolution) when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting whoas, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 4 and Condition 5 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 4 and Condition 5 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (ii) French Law Warrants

Meetings of Holders. (ia) English Law Warrants Securities The Agency Agreement contains provisions for convening meetings of the Holders of English Law Warrants of a series Securities to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor or Holders holding not less than 5 per cent. (by number) of the Warrants Securities for the time being being, in the case of Warrants, remaining unexercisedunexercised or, in the case of Certificates, outstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of Securities, in the Warrants case of Warrants, for the time being remaining unexercisedunexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants English Law Securities so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants Securities, in the case of Warrants, for the time being remaining unexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants Securities for the time being remaining unexercisedunexercised or outstanding, as the case may be. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save except, in the case of Warrants, for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 25 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 25 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (iib) French Law WarrantsSecurities

Meetings of Holders. (ia) English Law Warrants Securities The Agency Agreement or, (in the case of the CREST Dematerialised Securities) the Euroclear Agreement contains provisions for convening meetings of the Holders of English Law Warrants of a series Securities to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement or, (in the case of CREST Dematerialised Securities) the Euroclear Agreement) of a modification of the Terms and Conditions or the Agency Agreement or, (in the case of CREST Dematerialised Securities) the Euroclear Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor Guarantor, if any, or Holders holding not less than 5 per cent. (by number) of the Warrants W&C Securities for the time being being, in the case of Warrants, remaining unexercisedunexercised or, in the case of Certificates, outstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of W&C Securities, in the Warrants case of Warrants, for the time being remaining unexercisedunexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants English Law Securities so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants W&C Securities, in the case of Warrants, for the time being remaining unexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants W&C Securities for the time being remaining unexercisedunexercised or outstanding, as the case may be. A resolution will be an Extraordinary Resolution when it has been passed at either (i) a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (ii) French Law Warrantsproxy or

Meetings of Holders. (i) English Law Warrants Certificates The Agency Agreement contains provisions for convening meetings of the Holders of English Law Warrants of a series Certificates to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor or Holders holding not less than 5 per cent. (by number) of the Warrants Certificates for the time being remaining unexercisedoutstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercisedCertificates outstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants English Law Certificates so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised Certificates outstanding or at any adjourned meeting two or more persons being being, holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercisedCertificates outstanding. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three three-fourths of the votes cast by Holders at such meeting whoas, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (ii) French Law WarrantsCertificates

Meetings of Holders. (ia) English Law Warrants Securities The Agency Agreement contains provisions for convening meetings of the Holders of English Law Warrants of a series Securities to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor Guarantor, if any, or Holders holding not less than 5 per cent. (by number) of the Warrants W&C Securities for the time being being, in the case of Warrants, remaining unexercisedunexercised or, in the case of Certificates, outstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of W&C Securities, in the Warrants case of Warrants, for the time being remaining unexercisedunexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants English Law Securities so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants W&C Securities, in the case of Warrants, for the time being remaining unexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants W&C Securities for the time being remaining unexercisedunexercised or outstanding, as the case may be. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save except, in the case of Warrants, for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 25 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 25 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (iib) French Law WarrantsSecurities If the relevant Final Terms specify that Holders will be grouped automatically for the defence of their common interests constituting a separate legal body called masse (the Masse), the Masse will be governed by the provisions of Articles L.228-46 et seq of the French Code de commerce subject to the provisions of sub-paragraph (i) below. If the relevant Final Terms specify that Holders shall not be grouped in a Masse, a general meeting of Holders (the General Meeting) may be convened to consider some matters relating to any series of French Law Securities as provided hereunder in sub-paragraphs (ii) to (v) below.

Meetings of Holders. (i) English Law Warrants The Agency Agreement contains provisions for convening meetings Meetings of the Holders of English Law Warrants of a series will be convened from time to time to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreementbelow) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' ’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor or Holders holding not less than 5 per cent. (by number) of the Warrants for the time being remaining unexercisedoutstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercisedoutstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercisedoutstanding. A resolution will be an extraordinary resolution (the Extraordinary Resolution Resolution) when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting whoas, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which an a Voluntary Exercise Notice shall have been received as described in Condition 6 4 and Condition 5 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an a Voluntary Exercise Notice has been received as described in Condition 6 4 and Condition 5 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (ii) French Law Warrants

Meetings of Holders. (i) English Law Warrants The Schedule 3 of the Agency Agreement contains will contain provisions for convening meetings of the Holders of English Law Warrants of a series to consider any matter affecting their interestsmatters relating to the Securities, including the sanctioning modification of any provision of the General Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Holders holding not less than one-tenth of the aggregate nominal amount of the outstanding Securities. The quorum at any meeting convened to vote on an Extraordinary Resolution (as defined in the Agency Agreement) of a modification will be two or more persons holding or representing one more than half of the Terms and Conditions aggregate nominal amount of the outstanding Securities or, at any adjourned meeting, two or more persons being or representing Holders whatever the nominal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal in respect of the Securities, to reduce the amount of principal payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or the Agency Agreement. At least 21 days' notice date for any such payment, to change the currency of payments under the Securities or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (exclusive of the day on which the notice is given and of the day on which the meeting is heldeach, a "Reserved Matter")) specifying the date, time and place of the meeting shall may only be given to Holders. Such a meeting may be convened sanctioned by the Issuer, the Guarantor or Holders holding not less than 5 per cent. (by number) of the Warrants for the time being remaining unexercised. The quorum an Extraordinary Resolution passed at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be at which two or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercisedthree-quarters or, or at any adjourned meeting two or more persons being or representing Holders whatever meeting, one quarter of the number aggregate nominal amount of Warrants so held or representedthe outstanding Securities form a quorum. The quorum at a meeting of Holders for the purpose of passing an Any Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercised. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any such meeting of the Holders shall be binding on all the Holders, whether present or not they not. In addition, a resolution in writing signed by or on behalf of all Holders who for the time being are present at the meeting, save for those Warrants remaining unexercised but for which entitled to receive notice of a meeting of Holders will take effect as if it were an Exercise Notice shall have been received as described Extraordinary Resolution. Such a resolution in Condition 6 prior to the date of the meeting. Warrants which have not been exercised but writing may be contained in respect of which an Exercise Notice has been received as described in Condition 6 will not confer the right to attend one document or vote at, or join in convening, or be counted several documents in the quorum forsame form, any meeting each signed by or on behalf of the one or more Holders. Resolutions can be passed in writing if passed unanimously. (ii) French Law Warrants

Meetings of Holders. (i) English Law Warrants Certificates The Agency Agreement contains provisions for convening meetings of the Holders of English Law Warrants of a series Certificates to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor or Holders holding not less than 5 per cent. (by number) of the Warrants Certificates for the time being remaining unexercisedoutstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercisedCertificates outstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants English Law Certificates so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised Certificates outstanding or at any adjourned meeting two or more persons being being, holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercisedCertificates outstanding. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three three-fourths of the votes cast by Holders at such meeting whoas, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (ii) French Law Warrants

Meetings of Holders. (ia) English Law Warrants Securities The Agency Agreement contains provisions for convening meetings of the Holders of English Law Warrants of a series Securities to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor Guarantor, if any, or Holders holding not less than 5 per cent. (by number) of the Warrants W&C Securities for the time being being, in the case of Warrants, remaining unexercisedunexercised or, in the case of Certificates, outstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of W&C Securities, in the Warrants case of Warrants, for the time being remaining unexercisedunexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of Warrants English Law Securities so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the Warrants W&C Securities, in the case of Warrants, for the time being remaining unexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the Warrants W&C Securities for the time being remaining unexercisedunexercised or outstanding, as the case may be. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, save except, in the case of Warrants, for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 6 25 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 6 25 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously. (iib) French Law WarrantsSecurities If the relevant Final Terms specify that Holders will be grouped automatically for the defence of their common interests constituting a separate legal body called masse (the Masse), the Masse will be governed by the provisions of Articles L.228-46 et seq of the French Code de commerce subject to the provisions of sub- paragraph (i) below. If the relevant Final Terms specify that Holders shall not be grouped in a Masse, a general meeting of Holders (the General Meeting) may be convened to consider some matters relating to any series of French Law Securities as provided hereunder in sub-paragraphs (ii) to (v) below.