ALBA 2007 – 1 plc - Irish Stock Exchange

adjourned meeting, two or more persons being or representing any R Certificateholders whatever R
Certificates are held except that, at any meeting the business of which includes the sanctioning of a
Basic Terms Modification, the necessary quorum for passing an Extraordinary Resolution shall be two
or more persons holding or representing not less than 75 per cent., or at any adjourned such meeting
not less than 25 per cent., of the R Certificates. The quorum at any meeting of the R Certificateholders
for all business other than voting on an Extraordinary Resolution shall be two or more persons holding
or representing in the aggregate not less than 5per cent. of the R Certificates or, at any adjourned
meeting, two or more persons being or representing the R Certificateholders, whatever the R
Certificates so held. In the event there is one holder of a Global R Certificate or all Definitive R
Certificates, such person will be deemed to constitute two persons for the purposes of forming a
quorum for such meetings in accordance with this paragraph.
Other than in relation to Instrumentholder Entrenched Rights, in respect of the interests of the
R Certificateholders, the Trust Deed contains provisions requiring the Trustee not to have regard to the
interests of the R Certificateholders as regards all powers, trusts, authorities, duties and directions of
the Trustee. The Trustee may only be directed by the R Certificateholders and any Extraordinary
Resolution of the R Certificateholders will only be effective if the Trustee is of the opinion that the
effect of the same will not be materially prejudicial to the interests of any or all of the Noteholders, the
MERC Holders and the Subordinated Noteholders or is sanctioned by an Extraordinary Resolution of
each class of Noteholders, the MERC Holders and the Subordinated Noteholders.
An Extraordinary Resolution of the R Certificateholders shall be effective when, inter alia, the Trustee
is of the opinion that it will not be materially prejudicial to the interests of the A Noteholders, the B
Noteholders, the C Noteholders, the D Noteholders, the E Noteholders, the MERC Holders or the
Subordinated Noteholders, or it is sanctioned by an Extraordinary Resolution by the A1 Noteholders,
the A2 Noteholders, the A3 Noteholders, the B Noteholders, the C Noteholders, the D Noteholders, the
E Noteholders, the F Noteholders, the MERC Holders and the Subordinated Noteholders.
Any resolution or direction of any class of Noteholders or Instrumentholders that would have the effect
of modifying or waiving any provision of any of the Priorities of Payments shall not be effective unless
it has been sanctioned by an Extraordinary Resolution of each class of Noteholders and
Instrumentholders (such right of each class of Instrumentholders, the "Instrumentholder Entrenched
Rights").
An Extraordinary Resolution passed at any meeting of the R Certificateholders shall be binding on all R
Certificateholders, whether or not they are present at the meeting. The majority required for an
Extraordinary Resolution, including the sanctioning of a Basic Terms Modification, shall be not less
than 75 per cent. of the votes cast on that Extraordinary Resolution.
Subject to the succeeding paragraph, the Trustee may agree, without the consent of the
R Certificateholders (a) to any modification (except a Basic Terms Modification) of, or to the waiver or
authorisation of any breach or proposed breach of, the R Certificates (including these R Certificate
Conditions) or any of the Transaction Documents, which is not, in the opinion of the Trustee,
materially prejudicial to the interests of the R Certificateholders, or (b) to any modification of the R
Certificates (including these R Certificate Conditions) or any of the Transaction Documents which in
the Trustee's opinion is to correct a manifest error or is of a formal, minor or technical nature. The
Trust Deed provides that a resolution in writing signed by, or on behalf of, the holders of not less than
75 per cent. of the R Certificates who for the time being are entitled to receive notice of a meeting shall
for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of such R
Certificateholders duly convened and held.