- The holders of a majority of all second lien bonds issued by the Company from time to time (if any) or the trustee of any such bonds acting at the direction of a majority of the holders of any such bonds or in accordance with the terms of any relevant underlying bond instrument will be entitled in each case by written notice to nominate three (3) candidates for directorships to the Nomination Committee (the "Second Lien Bondholders' Nominee"). The General Meeting will be convened to approve the appointment of such nominated persons and the Nomination Committee will propose and recommend such person for election to the General Meeting.
- In the event that the Second Lien Bondholders' nominees are not appointed by the General Meeting, those nominees will be appointed as board observers by the Board.
"Metso and Peab Board Member Rights" means the following:
- Metso Minerals (Sweden) AB and its affiliates ("Metso") and Peab AB and its affiliates ("Peab") will, together, be entitled to nominate one (1) candidate for a directorship to the Nomination Committee ("Metso and Peab's Nominee"). The General Meeting will be convened to approve the appointment of such nominated person and the Nomination Committee will propose and recommend such person for election to the General Meeting.
- In the event that Metso and Peab's Nominee is not appointed by the General Meeting, that nominee will be appointed as a board observer by the Board.
(iii) The General Meeting finally appoints the directors and determines their number and the term of their office. The General Meeting, upon proposal of the Board, shall determine the remuneration of the directors. Directors cannot be appointed for more than six (6) years and are re-eligible."
(iv) Without prejudice to the Board Member Rights, directors may be removed at any time (with or without cause) by a resolution of the General Meeting.
(v) If the office of a director becomes vacant, the majority of the remaining directors may fill the vacancy on a provisional basis until the final appointment is made by the next General Meeting, ensuring that the First Lien Board Member Rights, the Second Lien Board Member Rights and the Metso and Peab Board Member Rights are effected at all times."
10. Subject to resolutions 1) to 9) and resolutions 11) to 12) being duly adopted, decision to appoint Mr. Leif Salomonsen as new director of the Company until the next annual general meeting resolving upon the annual accounts of the Company as at December 31, 2013;
11. Subject to resolutions 1) to 10) and resolution 12) being duly adopted, decision to appoint Mr. Runar Nilsen as new director of the Company until the next annual general meeting resolving upon the annual accounts of the Company as at December 31, 2013;
12. Subject to resolutions 1) to 11) being duly adopted, acknowledgment of any director's resignation which took place prior to this general meeting.
Shareholders are hereby informed that in accordance with Article 67-1 (2) of the Luxembourg law of August 10, 1915 on commercial companies as amended, an extraordinary general meeting of shareholders may only validly deliberate if a quorum of at least 50% of the share capital is present or represented and a majority of at least 2/3 of the votes cast is reached, for a decision to be approved. If the first of these conditions is not satisfied, the meeting may be reconvened and may in such case deliberate regardless of the portion of the share capital present or represented.
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