DEBENTURE TRUST DEED PURPOSE OF REPORT ...

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Debenture Trust Deed Page iii
5.2 The quorum for passing an Extraordinary Resolution shall be
Stockholders present in person or by representative holding or
representing a majority in nominal amount of the Stock.
5.3 The quorum for the transaction of any business at a meeting of
Stockholders other than the passing of an Extraordinary Resolution shall
be the Holders present in person or by representative of at least 10% in
nominal amount of the Stock.
5.4 If within half an hour after the time appointed for the meeting a quorum is
not present the meeting, if convened upon the request of Stockholders
shall be dissolved. In any other case it shall stand adjourned to such day
and time, not being less than 14 days thereafter, and to such place, as
may be appointed by the chairman and at such adjourned meeting the
Stockholders present in person or by representative shall be a quorum
for the transaction of business.
5.5 Notice of any such adjourned meeting of Stockholders at which an
Extraordinary Resolution is to be submitted shall be given in the same
manner (except in respect of the period of notice as to which a period of
five days' notice shall be given) as of an original meeting and such notice
shall state that the Stockholders present in person or by representative
at the adjourned meeting, whatever their number and whatever the
amount of Stock held by them, shall form a quorum and shall have the
power to pass any resolution (including an Extraordinary Resolution) and
to decide upon all matters which could properly have been dealt with at
the meeting from which the adjournment took place.
6. Right to Speak: Any director, officer of or solicitor for, the Trustee or any other
person authorised in that behalf by the Trustee and any officer of, or solicitor for,
the Council or any other person authorised in that behalf by the Council, may
attend any meeting and all such persons shall have the right to speak at the
meeting.
7. Chairman: A person nominated in writing by the Trustee shall preside at every
meeting and if no such person is appointed, or if at any meeting the person
nominated is not present within fifteen minutes after the time appointed for holding
the meeting, the Stockholders present shall choose one of their number to be
chairman.
8. Adjournment:
8.1 The chairman may, with the consent of any meeting at which a quorum is
present and shall if so directed by the meeting, adjourn the meeting from
time to time and from place to place.
8.2 No business shall be transacted at any adjourned meeting except
business which might have been lawfully transacted at the meeting from
which the adjournment took place.
9. Authority to Vote: The person registered as a Stockholder in the Register shall be
exclusively entitled to vote in respect of the Stock recorded as owned by that
person provided however that a Stockholder who is an individual may vote
personally or by his or her representative (being, for the purposes of this
Schedule, a person either appointed by way of proxy or by power of attorney) and
a Stockholder which is a company may vote by its representative (being, for the
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson