DEBENTURE TRUST DEED PURPOSE OF REPORT ...

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Debenture Trust Deed Page viii
17. Extraordinary Resolution Binds Stockholders: An Extraordinary Resolution
passed at a meeting (including an adjourned meeting) of the Stockholders duly
convened and held in accordance with this Schedule shall be binding upon all the
Stockholders, whether present or not or entitled to be present or not at the
meeting, and each of the Stockholders and the Trustee (subject to the provisions
of its indemnity contained in the Trust Deed) shall be bound to give effect thereto
accordingly and the passing of any such resolution shall, as between the Trustee
and the Stockholders, be conclusive evidence that the circumstances justify the
passing thereof, the intention being that it shall rest with the meeting to determine
without appeal whether or not the circumstances justify the passing of such
resolution.
18. Minutes of Meetings: Minutes of all resolutions and proceedings at every meeting of
Stockholders shall be made by the Trustee, or if the Trustee shall not be present
at such meeting by some person appointed by the chairman of such meeting, and
duly entered in books from time to time provided for that purpose by the Trustee at
the expense of the Council and any such minutes as aforesaid, if purporting to be
signed by the chairman of the meeting at which such resolutions were passed or
proceedings had or by the chairman of the next succeeding meeting of
Stockholders shall be prima facie evidence of the matters therein stated and, until
the contrary is proved, every such meeting in respect of the proceedings of which
minutes have been made shall be deemed to have been duly held and convened
and all resolutions passed or proceedings had thereat to be duly passed and had.
Copies of such minutes shall be furnished by the Trustee to the Council as early
as possible after the holding of the meeting to which they refer.
19. Written Resolutions: Anything that may be done by the Stockholders by resolution
or Extraordinary Resolution passed at a meeting of such Stockholders may,
without prejudice to paragraph 1.1, also be done, without a meeting, by written
resolution signed by at least three-fourths in number of Stockholders having the
right to vote in respect of such resolution and holding in aggregate at least threefourths
of the aggregate nominal amount of Stock provided that the Stockholder or
Stockholders promoting such a resolution have given the Trustee, the Council and
all other Stockholders at least three business days' prior notice of the proposed
resolution.
20. Only Persons on Register Recognised by Council: The persons registered as
Stockholders in the Register, and no other person or persons, shall be recognised
and treated as the legal holders of the Stock therein mentioned whether such
persons are or are not in fact the owners thereof. For the purpose of establishing
voting entitlements at a meeting the Register shall be closed as of close of
business one day prior to the final date proxies may be received pursuant to
paragraph 10.3.
21. Classes of Stock:
21.1 In addition to meetings of Stockholders in general, meetings of Classes
of Stockholders may be held, and the provisions of this Second Schedule
shall apply to any meeting of a Class of Stockholders as if references to
"Stockholders" were references to Stockholders in that Class of
Stockholders only and references to "Stock" were references to the
relevant Class of Stock only.
21.2 A power which may be exercised by Stockholders by Extraordinary
Resolution may only be exercised by an Extraordinary Resolution of a
Class of Stockholders if the Trustee agrees, acting reasonably, that the
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson