BlueBay Destra International Event-Driven Credit Fund (CEDAX)
Filed: 21 Aug 20, 3:29pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-23309
| Destra International & Event-Driven Credit Fund |
(Exact name of registrant as specified in charter)
444 West Lake Street, Suite 1700
| Chicago, IL 60606 |
(Address of principal executive offices) (Zip code)
Derek Mullins
444 West Lake Street, Suite 1700
| Chicago, IL 60606 |
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312)-843-6161
Date of fiscal year end: September 30
Date of reporting period: July 1, 2019 – June 30, 2020
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2019 TO JUNE 30, 2020
Item 1: Proxy Voting Record
Registrant: Destra International & Event-Driven Credit Fund
| Vote Summary | ||||||||||||||||
| TELE COLUMBUS AG | ||||||||||||||||
| Security | D8295F109 | Meeting Type | Annual General Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 29-Aug-2019 | ||||||||||||||
| ISIN | DE000TCAG172 | Agenda | 711456067 - Management | |||||||||||||
| Record Date | 22-Aug-2019 | Holding Recon Date | 22-Aug-2019 | |||||||||||||
| City / | Country | BERLIN | / | Germany | Vote Deadline Date | 14-Aug-2019 | ||||||||||
| SEDOL(s) | BDQZMT2 - BF16XM4 - BVCXBC2 - BVZHW73 - BWG0955 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| CMMT | PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE SECURITIES-TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN-COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH-REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE-RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE- REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL | Non-Voting | ||||||||||||||
| CMMT | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE | Non-Voting | ||||||||||||||
| CMMT | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE- NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD | Non-Voting | ||||||||||||||
| PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS- USUAL. THANK YOU | ||||||||||||||||
| CMMT | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 14.08.2019. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE. | Non-Voting | ||||||||||||||
| 1 | PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORTS: PRESENTATION OF-THE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2018 FINANCIAL YEAR WITH-THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP-ANNUAL REPORT AS WELL AS THE REPORT BY THE BOARD OF MDS PURSUANT TO SECTIONS-289A(1) AND 315A(1) OF THE GERMAN COMMERCIAL CODE | Non-Voting | ||||||||||||||
| 2 | RATIFICATION OF THE ACTS OF THE BOARD OF MDS | Management | For | For | ||||||||||||
| 3 | RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD | Management | For | For | ||||||||||||
| 4 | APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2019 FINANCIAL YEAR AND FOR THE REVIEW OF THE INTERIM HALF-YEAR FINANCIAL STATEMENTS: ERNST & YOUNG, BERLIN | Management | For | For | ||||||||||||
| 5 | RESOLUTION ON THE DOWNSIZING OF THE SUPERVISORY BOARD AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE SUPERVISORY BOARD COMPRISES SIX MEMBERS | Management | For | For | ||||||||||||
| 6 | RESOLUTION ON THE ADJUSTMENT TO THE RESOLUTIONS BY THE SUPERVISORY BOARD AND THE CORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN THE CASE OF A TIE VOTE, A DISCUSSION SHALL ONLY TAKE PLACE, IF THE MAJORITY OF THE SUPERVISORY BOARD MAKES THIS DECISION. IF THIS IS NOT THE CASE, A NEW VOTE MUST TAKE PLACE IMMEDIATELY | Management | For | For | ||||||||||||
| 7.1.A | ELECTION TO THE SUPERVISORY BOARD: HANS- HOLGER ALBRECHT | Management | Against | Against | ||||||||||||
| 7.1.B | ELECTION TO THE SUPERVISORY BOARD: CHRISTIAN BOEKHORST | Management | Against | Against | ||||||||||||
| 7.1.C | ELECTION TO THE SUPERVISORY BOARD: HEINZ HERREN | Management | Against | Against | ||||||||||||
| 7.1.D | ELECTION TO THE SUPERVISORY BOARD: ANDRE KRAUSE | Management | Against | Against | ||||||||||||
| 7.1.E | ELECTION TO THE SUPERVISORY BOARD: CATHERINE MUEHLEMANN | Management | Against | Against | ||||||||||||
| 7.1.F | ELECTION TO THE SUPERVISORY BOARD: CAROLA WAHL | Management | Against | Against | ||||||||||||
| 7.2 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: PROPOSAL BY UNITED INTERNET INVESTMENTS HOLDING AG CO. KG 1) CLAUS BECK 2) HUESEYIN DOGAN 3) SUSAN HENNERSDORF 4) STEFAN RASCH 5) VOLKER RULOFF 6) MICHAEL SCHEEREN 7) ULRICH PUHRSCH 8) INGRID SCHMIDT-ROTH | Shareholder | For | Against | ||||||||||||
| 8 | APPROVAL OF THE PROFIT TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY- OWNED SUBSIDIARY, TELE COLUMBUS GESCHAEFTSKUNDEN VERTRIEBS GMBH, EFFECTIVE RETROACTIVELY FROM JANUARY 1, 2019 | Management | Abstain | Against | ||||||||||||
| EA PARTNERS II B.V. | ||||||||||||||||
| Security | N2830TAA1 | Meeting Type | Bond Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 02-Oct-2019 | ||||||||||||||
| ISIN | XS1423779187 | Agenda | 711546816 - Management | |||||||||||||
| Record Date | Holding Recon Date | 25-Sep-2019 | ||||||||||||||
| City / | Country | LONDON | / | Netherlands | Blocking | Vote Deadline Date | 26-Sep-2019 | |||||||||
| SEDOL(s) | BDB4X91 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| 1 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.USD500,000,000 6.750 PER CENT. NOTES DUE 2021 (ISIN: XS1423779187) OF EA PARTNERS II B.V. (THE "NOTES" AND THE "ISSUER", RESPECTIVELY) CONSTITUTED BY THE NOTE TRUST DEED DATED 1 JUNE 2016 (THE "NOTE TRUST DEED") MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (THE "NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. SUBJECT TO PARAGRAPH 3 BELOW, IRREVOCABLY APPROVES THE INSERTION OF THE FOLLOWING NEW SIXTH LIMB TO THE PRE-ENFORCEMENT PRIORITY OF PAYMENTS IN SCHEDULE 4 (PRIORITIES OF PAYMENT PART 1 - PRE-ENFORCEMENT PRIORITY OF PAYMENTS) TO THE CASH MANAGEMENT AGREEMENT IMMEDIATELY PRIOR TO THE CURRENT SIXTH LIMB (WITH THE CURRENT LIMBS NUMBERED SIXTH TO NINTH IN SUCH PRE- ENFORCEMENT PRIORITY OF PAYMENTS BEING RE-NUMBERED ACCORDINGLY): "SIXTH, IN PAYMENT OF THE DOCUMENTED AND PROPERLY INCURRED (AS DETERMINED BY THE ISSUER (ACTING REASONABLY)) FEES AND EXPENSES DUE TO THE ISSUER'S LEGAL ADVISERS ("ISSUER'S COUNSEL"), TO THE UK LEGAL ADVISERS TO A STEERING COMMITTEE OF NOTEHOLDERS (AS DESCRIBED IN THE ANNOUNCEMENT RELEASED BY THE ISSUER DATED 10 JULY 2019) (THE "STEERING COMMITTEE") OR ANY REPLACEMENT LEGAL ADVISERS WHICH HAVE BEEN SANCTIONED BY THE STEERING COMMITTEE AND TO ANY COUNSEL ENGAGED IN ANY OTHER RELEVANT JURISDICTION BY THE STEERING COMMITTEE OR STEERING COMMITTEE'S COUNSEL ON BEHALF OF THE STEERING COMMITTEE (COLLECTIVELY, THE "STEERING COMMITTEE'S COUNSEL") AND TO THE FINANCIAL ADVISER TO THE STEERING COMMITTEE OR ANY REPLACEMENT THEREOF WHICH HAS BEEN SANCTIONED BY THE STEERING COMMITTEE (THE "STEERING COMMITTEE'S FINANCIAL ADVISER"), AS SET OUT BELOW: (X) TO THE ISSUER'S COUNSEL FOR THE PURPOSES OF MEETING ITS DOCUMENTED AND PROPERLY | Management | For | For | ||||||||||||
| INCURRED LEGAL FEES AND EXPENSES THAT THE ISSUER HAS DETERMINED (ACTING REASONABLY) ARE PROPERLY INCURRED IN THE PERIOD FROM AND INCLUDING [INSERT DATE WHICH IS THE DATE IMMEDIATELY FOLLOWING THE PASSING OF THIS EXTRAORDINARY RESOLUTION] (THE "START DATE") TO AND INCLUDING 31 MARCH 2020 (THE "END DATE"), SUBJECT TO THE ISSUER'S COUNSEL CAP. "ISSUER'S COUNSEL CAP" SHALL MEAN UP TO U.S.USD30,000 PER CALENDAR MONTH (COVERING FEES OF COUNSEL IN EACH APPLICABLE JURISDICTION). VAT AND DISBURSEMENTS SHALL BE EXCLUDED FROM ANY FEE CAP AND WILL BE CHARGED. IF AND TO THE EXTENT THAT ISSUER'S COUNSEL FEES AND EXPENSES ARE LESS THAN THE ISSUER'S COUNSEL CAP IN ANY MONTH, THEN ANY UNUSED AMOUNT SHALL CARRY FORWARD TO SUBSEQUENT MONTHS AND SHALL INCREASE THE ISSUER'S COUNSEL CAP FOR ANY SUCH SUBSEQUENT MONTH AND MAY BE UTILISED TO MEET ISSUER'S COUNSELS FEES AND EXPENSES ACCORDINGLY. A FURTHER APPROVAL OF THE NOTEHOLDERS (IN THE FORM OF A NEW EXTRAORDINARY RESOLUTION) WILL NEED TO BE SOUGHT IN CONNECTION WITH ANY LEGAL FEES AND EXPENSES OF ISSUER'S COUNSEL INCURRED AFTER THE END DATE. SUCH FEES AND EXPENSES OF THE ISSUER'S COUNSEL WILL ONLY BE PAYABLE UNDER THIS LIMB OF THE PRIORITIES OF PAYMENT IF THE ISSUER HAS CERTIFIED TO THE CASH MANAGER THAT THERE ARE INSUFFICIENT FUNDS STANDING TO THE CREDIT OF THE OPERATING EXPENSES ACCOUNT FOR SUCH PURPOSES TOGETHER WITH THE OTHER OPERATING EXPENSES OF THE ISSUER AND THEN ONLY SUCH AMOUNT SHALL BE PAID OUT OF THE FUNDS STANDING TO THE CREDIT OF THE TRANSACTION ACCOUNT AS IS NECESSARY TO COVER ANY SHORTFALL; (Y) TO STEERING COMMITTEE'S COUNSEL FOR THE PURPOSES OF MEETING ITS DOCUMENTED AND PROPERLY INCURRED LEGAL FEES AND EXPENSES INCURRED IN THE PERIOD FROM AND INCLUDING THE START DATE TO AND INCLUDING THE END DATE IN ACCORDANCE WITH THE SCOPE OF WORK AGREED FROM TIMETO- TIME WITH THE STEERING COMMITTEE, SUBJECT TO THE STEERING COMMITTEE'S COUNSEL CAP. "STEERING COMMITTEE'S COUNSEL CAP" SHALL MEAN UP TO U.S.USD45,000 PER CALENDAR MONTH (ALLOCATED SO THAT U.S.USD40,000 IS AVAILABLE FOR UK LEGAL ADVISERS AND U.S.USD5,000 IN AGGREGATE FOR COUNSEL IN ALL OTHER JURISDICTIONS). VAT AND DISBURSEMENTS SHALL BE EXCLUDED FROM ANY FEE CAP AND WILL BE CHARGED. IF AND TO THE EXTENT THAT STEERING COMMITTEE'S COUNSEL FEES ARE LESS THAN | ||||||||||||||||
| STEERING COMMITTEE'S COUNSEL CAP IN ANY MONTH, THEN ANY UNUSED AMOUNT SHALL CARRY FORWARD TO SUBSEQUENT MONTHS AND SHALL INCREASE THE STEERING COMMITTEE'S COUNSEL CAP FOR ANY SUCH SUBSEQUENT MONTH AND MAY BE UTILISED TO MEET THE STEERING COMMITTEE'S COUNSEL'S FEES AND EXPENSES ACCORDINGLY. A FURTHER APPROVAL OF THE NOTEHOLDERS (IN THE FORM OF A NEW EXTRAORDINARY RESOLUTION) WILL NEED TO BE SOUGHT IN CONNECTION WITH ANY LEGAL FEES AND EXPENSES OF STEERING COMMITTEE'S COUNSEL INCURRED AFTER THE END DATE. SUCH FEES AND EXPENSES WILL ONLY BE PAYABLE UNDER THIS LIMB OF THE PRIORITIES OF PAYMENT IF THE STEERING COMMITTEE'S COUNSEL HAS CONFIRMED TO THE ISSUER THAT THE FEES AND EXPENSES HAVE BEEN PROPERLY INCURRED IN ACCORDANCE WITH THE AGREED SCOPE OF WORK (QUALIFIED, IN THE CASE OF FEES OF LOCAL COUNSEL, BY THE AWARENESS OF STEERING COMMITTEE'S UK LEGAL ADVISERS), WHERE "AGREED SCOPE OF WORK" SHALL MEAN WORK, WHICH, IN THE OPINION OF THE STEERING COMMITTEE'S COUNSEL, HAS BEEN UNDERTAKEN IN CONNECTION WITH OR FOR THE PURPOSES OF A CONSENSUAL RESOLUTION RELATING TO THE NOTES (WHETHER OR NOT SUCH WORK ALSO BENEFITS THE HOLDERS OF THE U.S.USD700,000,000 6.875% NOTES DUE 2020 ISSUED BY EA PARTNERS I B.V. (ISIN: XS1293573397) (THE "EA PARTNERS I NOTES")) AND, SO FAR AS THE STEERING COMMITTEE'S COUNSEL IS AWARE, IS INTENDED BY THE STEERING COMMITTEE TO BE GENERALLY IN THE INTERESTS OF NOTEHOLDERS AS A CLASS AND AS A WHOLE; (Z) U.S.USD35,000 (PLUS VAT) PER CALENDAR MONTH FROM AND INCLUDING THE START DATE TO THE STEERING COMMITTEE'S FINANCIAL ADVISER FOR THE PURPOSES OF MEETING ITS DOCUMENTED AND PROPERLY INCURRED FEES AND EXPENSES IN ACCORDANCE WITH THE SCOPE OF WORK AGREED FROM TIMETO- TIME WITH THE STEERING COMMITTEE. A FURTHER APPROVAL OF THE NOTEHOLDERS (IN THE FORM OF A NEW EXTRAORDINARY RESOLUTION) WILL NEED TO BE SOUGHT IN CONNECTION WITH ANY FEES AND EXPENSES OF STEERING COMMITTEE'S FINANCIAL ADVISER INCURRED AFTER THE END DATE. SUCH FEES AND EXPENSES WILL ONLY BE PAYABLE UNDER THIS LIMB OF THE PRIORITIES OF PAYMENT IF THE STEERING COMMITTEE'S FINANCIAL ADVISER HAS CONFIRMED TO THE ISSUER THAT THE FEES AND EXPENSES HAVE BEEN PROPERLY INCURRED IN ACCORDANCE WITH THE FINANCIAL ADVISER'S AGREED SCOPE OF WORK, WHERE "FINANCIAL ADVISER'S AGREED SCOPE OF WORK" | ||||||||||||||||
| SHALL MEAN WORK, WHICH, IN THE OPINION OF THE STEERING COMMITTEE'S FINANCIAL ADVISER, HAS BEEN UNDERTAKEN IN CONNECTION WITH OR FOR THE PURPOSES OF A CONSENSUAL RESOLUTION RELATING TO THE NOTES (WHETHER OR NOT SUCH WORK ALSO BENEFITS THE HOLDERS OF THE EA PARTNERS I NOTES) AND, SO FAR AS THE STEERING COMMITTEE'S FINANCIAL ADVISER IS AWARE, IS INTENDED BY THE STEERING COMMITTEE TO BE GENERALLY IN THE INTERESTS OF NOTEHOLDERS AS A CLASS AND AS A WHOLE; IF THE START DATE IS NOT THE FIRST DAY OF A CALENDAR MONTH, THE CAPPED AMOUNTS PAYABLE UNDER (X), (Y) AND (Z) ABOVE IN RESPECT OF THE PERIOD FROM THE START DATE TO THE END OF THAT CALENDAR MONTH SHALL BE PRO-RATED ACCORDINGLY." 2. IRREVOCABLY APPROVES THE FOLLOWING WORDING TO BE ADDED AS A NEW CLAUSE 7.7 OF THE CASH MANAGEMENT AGREEMENT: "7.7 PAYMENTS TO ISSUER'S COUNSEL, STEERING COMMITTEE'S COUNSEL AND STEERING COMMITTEE'S FINANCIAL ADVISER THE NOTE TRUSTEE SHALL NOT BE REQUIRED TO PROVIDE DIRECTIONS TO THE SECURITY TRUSTEE AND/OR THE CASH MANAGER TO MAKE ANY PAYMENT TO ISSUER'S COUNSEL, STEERING COMMITTEE 'S COUNSEL OR STEERING COMMITTEE'S FINANCIAL ADVISER (AS EACH SUCH TERM IS DEFINED IN SCHEDULE 4 (PRIORITIES OF PAYMENT PART 1 - PRE-ENFORCEMENT PRIORITY OF PAYMENTS UNDER THIS AGREEMENT) UNDER THIS AGREEMENT UNLESS: (A) IN CONNECTION WITH ANY PAYMENT TO ISSUER'S COUNSEL, THE ISSUER HAS CERTIFIED TO THE NOTE TRUSTEE, THE SECURITY TRUSTEE AND THE CASH MANAGER NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE RELEVANT NOTE PAYMENT DATE THAT (I) SUCH AMOUNTS HAVE BEEN PROPERLY INCURRED; (II) THE ISSUER'S COUNSEL CAP (AS DEFINED IN SCHEDULE 4 (PRIORITIES OF PAYMENT PART 1 - PRE- ENFORCEMENT PRIORITY OF PAYMENTS) UNDER THIS AGREEMENT) HAS NOT BEEN EXCEEDED; (III) THERE ARE INSUFFICIENT FUNDS STANDING TO THE CREDIT OF THE OPERATING EXPENSES ACCOUNT TO PAY SUCH LEGAL FEES AND EXPENSES TOGETHER WITH THE OTHER OPERATING EXPENSES OF THE ISSUER; AND (IV) ONLY SUCH AMOUNT NECESSARY TO COVER ANY SHORTFALL SHALL BE PAID OUT OF THE FUNDS STANDING TO THE CREDIT OF THE TRANSACTION ACCOUNT; AND (B) IN CONNECTION WITH ANY PAYMENT TO STEERING COMMITTEE 'S COUNSEL OR STEERING COMMITTEE'S FINANCIAL ADVISER, THE ISSUER HAS CERTIFIED TO THE NOTE TRUSTEE, THE SECURITY TRUSTEE AND THE CASH MANAGER NO LATER THAN TWO BUSINESS DAYS | ||||||||||||||||
| PRIOR TO THE RELEVANT NOTE PAYMENT DATE THAT (I) IT HAS RECEIVED CONFIRMATION FROM THE STEERING COMMITTEE'S COUNSEL (IN RESPECT OF PAYMENTS TO THE STEERING COMMITTEE'S COUNSEL) AND THE STEERING COMMITTEE'S FINANCIAL ADVISER (IN RESPECT OF PAYMENTS TO THE STEERING COMMITTEE'S FINANCIAL ADVISER) IN THE MANNER CONTEMPLATED IN SCHEDULE 4 (PRIORITIES OF PAYMENT PART 1 - PRE-ENFORCEMENT PRIORITY OF PAYMENTS) OF THIS AGREEMENT; AND (II) THE STEERING COMMITTEE'S COUNSEL CAP (AS DEFINED IN SCHEDULE 4 (PRIORITIES OF PAYMENT PART 1 - PRE-ENFORCEMENT PRIORITY OF PAYMENTS) UNDER THIS AGREEMENT) HAS NOT BEEN EXCEEDED AND THE FEES TO THE STEERING COMMITTEE'S FINANCIAL ADVISER AND THE STEERING COMMITTEE'S COUNSEL ARE EQUAL TO THE AMOUNTS DUE. THE NOTE TRUSTEE SHALL BE FULLY ENTITLED TO RELY ON, AND PROVIDE INSTRUCTIONS TO THE SECURITY TRUSTEE AND/OR THE CASH MANAGER IN RELIANCE UPON SUCH CONFIRMATION, WITHOUT LIABILITY TO ANY PERSON."; 3. IF THIS EXTRAORDINARY RESOLUTION IS PASSED AND HOLDERS OF THE EA PARTNERS I NOTES APPROVE AN EXTRAORDINARY RESOLUTION IN SUBSTANTIALLY THE FORM OF THIS EXTRAORDINARY RESOLUTION (AN "EA PARTNERS I RESOLUTION"), IRREVOCABLY INSTRUCT THE ISSUER TO ENTER INTO AND COMPLY WITH THE TERMS OF AN AGREEMENT WITH EA PARTNERS I B.V., ISSUER'S COUNSEL, STEERING COMMITTEE'S COUNSEL AND STEERING COMMITTEE'S FINANCIAL ADVISER, CONTD | ||||||||||||||||
| CONT |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| Non-Voting | ||||||||||||||
| NEITHER THE STEERING COMMITTEE'S COUNSEL NOR THE-STEERING COMMITTEE'S FINANCIAL ADVISER WILL OWE A DUTY OF CARE AND NO CLIENT-ATTORNEY RELATIONSHIP WILL BE ESTABLISHED BETWEEN STEERING COMMITTEE'S- COUNSEL OR STEERING COMMITTEE'S FINANCIAL ADVISER AND THE ISSUER OR BETWEEN-STEERING COMMITTEE'S COUNSEL OR STEERING COMMITTEE'S FINANCIAL ADVISER AND-ANY NOTEHOLDER OR OTHER PERSONS (OTHER THAN THE MEMBERS OF THE STEERING-COMMITTEE), AND THAT EACH OF STEERING COMMITTEE'S COUNSEL AND THE STEERING-COMMITTEE'S FINANCIAL ADVISER SHALL BE ENTITLED TO RESIGN AT ANY TIME AND FOR-ANY REASON IN ACCORDANCE WITH THE TERMS OF ITS RESPECTIVE ENGAGEMENT LETTER-WITH THE STEERING COMMITTEE AND, FOR THE AVOIDANCE OF DOUBT, THAT SUCH-RESIGNATION SHALL NOT REQUIRE THE APPROVAL OF THE NOTEHOLDERS OR BE DEPENDENT-UPON SUCCESSOR COUNSEL OR ADVISER TO THE STEERING COMMITTEE BEING IN PLACE;-7. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE, THE AGENTS AND THE-ISSUER TO CONCUR AND DIRECTS THE NOTE TRUSTEE TO DIRECT THE SECURITY TRUSTEE-TO CONCUR IN THE MODIFICATION AND PAYMENT REFERRED TO IN PARAGRAPHS, 1, 2 AND-3 OF THIS EXTRAORDINARY RESOLUTION AND, IN ORDER TO GIVE EFFECT TO AND TO-IMPLEMENT THE MODIFICATION, FORTHWITH TO PROCURE AND, IN THE CASE OF THE NOTE-TRUSTEE, DIRECT THAT THE SECURITY TRUSTEE SHALL PROCURE THAT A SUPPLEMENT TO-THE CASH MANAGEMENT AGREEMENT IS EXECUTED AND TO CONCUR IN, AND TO EXECUTE-AND DO, ALL SUCH OTHER DEEDS, AGREEMENTS, INSTRUMENTS, ACTS AND THINGS AS MAY-BE NECESSARY, DESIRABLE OR APPROPRIATE TO CARRY OUT AND GIVE EFFECT TO THIS-EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE MODIFICATION AND- PAYMENTS REFERRED TO IN PARAGRAPHS 1 AND 2 OF THIS EXTRAORDINARY RESOLUTION-AND/OR THE PRO-RATION REFERRED TO IN PARAGRAPH 3 OF THIS EXTRAORDINARY-RESOLUTION; 8. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE-SECURITY TRUSTEE, THE AGENTS, THE ISSUER AND THE DIRECTORS, OFFICERS AND-EMPLOYEES OF THE ISSUER (SUCH DIRECTORS, OFFICERS AND EMPLOYEES COLLECTIVELY,-THE "ISSUER INDEMNIFIED PERSONS") IN RESPECT OF ALL LIABILITY FOR WHICH ANY-OF THESE PARTIES HAVE BECOME OR MAY BECOME RESPONSIBLE UNDER THE NOTES, THE-TRANSACTION DOCUMENTS OR OTHERWISE IN RESPECT OF ANY ACT OR OMISSION IN- CONNECTION WITH THE MODIFICATION AND | ||||||||||||||||
| PAYMENTS REFERRED TO IN PARAGRAPHS 1, 2- AND 3 OF THIS EXTRAORDINARY RESOLUTION, THE PRO-RATION REFERRED TO IN-PARAGRAPH 3 OF THIS EXTRAORDINARY RESOLUTION, OR ITS IMPLEMENTATION; 9.-SANCTIONS AND ASSENTS TO EVERY ABROGATION, AMENDMENT, MODIFICATION,-COMPROMISE OR ARRANGEMENT IN RESPECT OF THE RIGHTS OF THE NOTEHOLDERS AGAINST-THE ISSUER OR ANY OTHER PERSON, WHETHER OR NOT SUCH RIGHTS SHALL ARISE UNDER-THE NOTE TRUST DEED OR OTHERWISE, INVOLVED IN OR RESULTING FROM OR TO BE-EFFECTED BY THE MODIFICATION AND PAYMENTS REFERRED TO IN PARAGRAPHS 1 AND 2-OF THIS EXTRAORDINARY RESOLUTION, THE PRO-RATION REFERRED TO IN PARAGRAPH 3-OF THIS EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 10. WAIVES-IRREVOCABLY | ||||||||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING | Non-Voting | ||||||||||||||
| CMMT | PLEASE NOTE THAT THERE IS A MINIMUM TO VOTE : 200000 AND MULTIPLE: 1000. | Non-Voting | ||||||||||||||
| ITALIAONLINE S.P.A. | ||||||||||||||||
| Security | T6R25B137 | Meeting Type | ExtraOrdinary General Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 02-Oct-2019 | ||||||||||||||
| ISIN | IT0005187940 | Agenda | 711460460 - Management | |||||||||||||
| Record Date | 23-Sep-2019 | Holding Recon Date | 23-Sep-2019 | |||||||||||||
| City / | Country | ASSAGO | / | Italy | Vote Deadline Date | 23-Sep-2019 | ||||||||||
| SEDOL(s) | BD37LG1 - BD3J350 - BD5W0M3 - BYYFKX1 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | ||||||||||||||
| 1 | MANDATORY CONVERSION OF SAVINGS SHARES INTO ORDINARY SHARES. AMENDMENT OF ARTICLES 5 AND 6 OF THE BY-LAWS. RELATED AND CONSEQUENTIAL RESOLUTIONS | Management | ||||||||||||||
| EA PARTNERS II B.V. | ||||||||||||||||
| Security | N2830TAA1 | Meeting Type | Bond Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 03-Dec-2019 | ||||||||||||||
| ISIN | XS1423779187 | Agenda | 711704076 - Management | |||||||||||||
| Record Date | Holding Recon Date | 26-Nov-2019 | ||||||||||||||
| City / | Country | LONDON | / | Netherlands | Blocking | Vote Deadline Date | 27-Nov-2019 | |||||||||
| SEDOL(s) | BDB4X91 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| 1 | THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D500,000,000 6.750 PER CENT. NOTES DUE 2021 (ISIN: XS1423779187) OF EA PARTNERS II B.V. (THE "NOTES" AND THE "ISSUER", RESPECTIVELY) CONSTITUTED BY THE NOTE TRUST DEED DATED 1 JUNE 2016 (THE "NOTE TRUST DEED") MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (THE "NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. SUBJECT TO PARAGRAPH 3 BELOW, IRREVOCABLY APPROVES THE INSERTION OF THE FOLLOWING NEW SIXTH LIMB TO THE PRE-ENFORCEMENT PRIORITY OF PAYMENTS IN SCHEDULE 4 (PRIORITIES OF PAYMENT PART 1 - PRE-ENFORCEMENT PRIORITY OF PAYMENTS) TO THE CASH MANAGEMENT AGREEMENT IMMEDIATELY PRIOR TO THE CURRENT SIXTH LIMB (WITH THE CURRENT LIMBS NUMBERED SIXTH TO NINTH IN SUCH PRE- ENFORCEMENT PRIORITY OF PAYMENTS BEING RE-NUMBERED ACCORDINGLY): "SIXTH, IN PAYMENT OF THE DOCUMENTED AND PROPERLY INCURRED (AS DETERMINED BY THE ISSUER (ACTING REASONABLY)) FEES AND EXPENSES DUE TO THE ISSUER'S LEGAL ADVISERS ("ISSUER'S COUNSEL") AND SUCH FEES AND EXPENSES NECESSARY TO PAY OTHER ONGOING CORPORATE AND ADMINISTRATIVE EXPENSES OF THE ISSUER (COLLECTIVELY, THE "ISSUER'S EXPENSES"), TO THE LEGAL ADVISERS TO A STEERING COMMITTEE OF NOTEHOLDERS (AS DESCRIBED IN THE ANNOUNCEMENT RELEASED BY THE ISSUER DATED 10 JULY 2019) (THE "STEERING COMMITTEE") OR ANY REPLACEMENT LEGAL ADVISERS WHICH HAVE BEEN SANCTIONED BY THE STEERING COMMITTEE AND TO ANY COUNSEL ENGAGED IN ANY OTHER RELEVANT JURISDICTION BY THE STEERING COMMITTEE OR STEERING COMMITTEE'S COUNSEL ON BEHALF OF THE STEERING COMMITTEE (COLLECTIVELY, THE "STEERING COMMITTEE'S COUNSEL") AND TO THE FINANCIAL ADVISER TO THE STEERING COMMITTEE OR ANY REPLACEMENT THEREOF WHICH HAS BEEN SANCTIONED BY THE STEERING COMMITTEE | Management | For | For | ||||||||||||
| (THE "STEERING COMMITTEE'S FINANCIAL ADVISER"), AS SET OUT BELOW: (X) TO ISSUER'S COUNSEL AND OTHER RELEVANT THIRD PARTIES FOR THE PURPOSES OF MEETING THE DOCUMENTED AND PROPERLY INCURRED LEGAL FEES AND OTHER CORPORATE AND ADMINISTRATIVE FEES AND EXPENSES THAT THE ISSUER HAS DETERMINED (ACTING REASONABLY) ARE PROPERLY INCURRED FROM AND INCLUDING [INSERT DATE WHICH IS THE DATE IMMEDIATELY FOLLOWING THE PASSING OF THIS EXTRAORDINARY RESOLUTION] (THE "START DATE") TO AND INCLUDING THE DETERMINATION DATE FALLING IMMEDIATELY PRIOR TO THE MATURITY DATE (THE "ISSUER'S EXPENSES END DATE"), SUBJECT TO THE ISSUER'S EXPENSES CAP. "ISSUER'S EXPENSES CAP" SHALL MEAN UP TO U.S.D45,000 PER CALENDAR MONTH. VAT AND DISBURSEMENTS SHALL BE EXCLUDED FROM ANY FEE CAP AND WILL BE CHARGED. IF AND TO THE EXTENT THAT ISSUER'S EXPENSES ARE LESS THAN THE ISSUER'S EXPENSES CAP IN ANY MONTH, THEN ANY UNUSED AMOUNT SHALL CARRY- FORWARD TO SUBSEQUENT MONTHS AND SHALL INCREASE THE ISSUER'S EXPENSES CAP FOR ANY SUCH SUBSEQUENT MONTH AND MAY BE UTILISED TO MEET ISSUER'S EXPENSES ACCORDINGLY. AMOUNTS MAY ALSO BE CARRIED BACK FROM SUBSEQUENT MONTHS THROUGH THE ISSUER'S EXPENSES END DATE AND SHALL DECREASE THE ISSUER'S EXPENSES CAP FOR ANY SUCH SUBSEQUENT MONTH AND MAY BE UTILISED TO MEET ISSUER'S EXPENSES ACCORDINGLY. ANY SUCH FEES AND EXPENSES WILL ONLY BE PAYABLE UNDER THIS LIMB OF THE PRIORITIES OF PAYMENT IF THE ISSUER HAS CERTIFIED TO THE CASH MANAGER THAT THERE ARE INSUFFICIENT FUNDS STANDING TO THE CREDIT OF THE OPERATING EXPENSES ACCOUNT FOR SUCH PURPOSES AND THEN ONLY SUCH AMOUNT SHALL BE PAID OUT OF THE FUNDS STANDING TO THE CREDIT OF THE TRANSACTION ACCOUNT AS IS NECESSARY TO COVER ANY SHORTFALL; (Y) TO STEERING COMMITTEE'S COUNSEL FOR THE PURPOSES OF MEETING ITS DOCUMENTED AND PROPERLY INCURRED LEGAL FEES AND EXPENSES INCURRED IN THE PERIOD FROM AND INCLUDING THE START DATE TO AND INCLUDING 30 JUNE 2020 (THE "END DATE") IN ACCORDANCE WITH THE SCOPE OF WORK AGREED FROM TIME-TO-TIME WITH THE STEERING COMMITTEE, SUBJECT TO THE STEERING COMMITTEE'S COUNSEL CAP. "STEERING COMMITTEE'S COUNSEL CAP" SHALL MEAN UP TO U.S.D45,000 PER CALENDAR MONTH (ALLOCATED SO THAT U.S.D40,000 IS AVAILABLE FOR UK LEGAL ADVISERS AND U.S.D5,000 IN AGGREGATE FOR COUNSEL IN ALL OTHER | ||||||||||||||||
| JURISDICTIONS). VAT AND DISBURSEMENTS SHALL BE EXCLUDED FROM ANY FEE CAP AND WILL BE CHARGED. IF AND TO THE EXTENT THAT STEERING COMMITTEE'S COUNSEL FEES ARE LESS THAN STEERING COMMITTEE'S COUNSEL CAP IN ANY MONTH, THEN ANY UNUSED AMOUNT SHALL CARRY-FORWARD TO SUBSEQUENT MONTHS AND SHALL INCREASE THE STEERING COMMITTEE'S COUNSEL CAP FOR ANY SUCH SUBSEQUENT MONTH AND MAY BE UTILISED TO MEET THE STEERING COMMITTEE'S COUNSEL'S FEES AND EXPENSES ACCORDINGLY. ONCE ALL SUCH FEES HAVE BEEN EXHAUSTED, A FURTHER APPROVAL OF THE NOTEHOLDERS (IN THE FORM OF A NEW EXTRAORDINARY RESOLUTION) WILL NEED TO BE SOUGHT IN CONNECTION WITH ANY LEGAL FEES AND EXPENSES OF STEERING COMMITTEE'S COUNSEL INCURRED AFTER THE END DATE. SUCH FEES AND EXPENSES WILL ONLY BE PAYABLE UNDER THIS LIMB OF THE PRIORITIES OF PAYMENT IF THE STEERING COMMITTEE'S COUNSEL HAS CONFIRMED TO THE ISSUER THAT THE FEES AND EXPENSES HAVE BEEN PROPERLY INCURRED IN ACCORDANCE WITH THE AGREED SCOPE OF WORK (QUALIFIED, IN THE CASE OF FEES OF LOCAL COUNSEL, BY THE AWARENESS OF STEERING COMMITTEE'S UK LEGAL ADVISERS), WHERE "AGREED SCOPE OF WORK" SHALL MEAN WORK, WHICH, IN THE OPINION OF THE STEERING COMMITTEE'S COUNSEL, HAS BEEN UNDERTAKEN IN CONNECTION WITH OR FOR THE PURPOSES OF A CONSENSUAL RESOLUTION RELATING TO THE NOTES (WHETHER OR NOT SUCH WORK ALSO BENEFITS THE HOLDERS OF THE U.S.D700,000,000 6.875% NOTES DUE 2020 ISSUED BY EA PARTNERS I B.V. (ISIN: XS1293573397) (THE "EA PARTNERS I NOTES")) AND, SO FAR AS THE STEERING COMMITTEE'S COUNSEL IS AWARE, IS INTENDED BY THE STEERING COMMITTEE TO BE GENERALLY IN THE INTERESTS OF NOTEHOLDERS AS A CLASS AND AS A WHOLE; (Z) U.S.D30,000 (PLUS OUT-OF- POCKET EXPENSES) PER CALENDAR MONTH FROM AND INCLUDING THE START DATE TO AND INCLUDING THE END DATE TO THE STEERING COMMITTEE'S FINANCIAL ADVISER FOR THE PURPOSES OF MEETING ITS DOCUMENTED AND PROPERLY INCURRED FEES AND EXPENSES IN ACCORDANCE WITH THE SCOPE OF WORK AGREED FROM TIME-TO-TIME WITH THE STEERING COMMITTEE. THE STEERING COMMITTEE'S FINANCIAL ADVISER'S OUT-OF-POCKET EXPENSES WILL BE CAPPED AT U.S.D15,000 PER CALENDAR MONTH FROM AND INCLUDING THE START DATE TO AND INCLUDING THE END DATE. IF OUT-OF-POCKET EXPENSES ARE LESS THAN U.S.D15,000 IN ANY MONTH, THEN ANY UNUSED AMOUNT SHALL CARRY-FORWARD TO SUBSEQUENT MONTHS AND | ||||||||||||||||
| MAY BE UTILISED TO MEET THE STEERING COMMITTEE'S FINANCIAL ADVISER'S OUT-OF- POCKET EXPENSES ACCORDINGLY. ONCE ALL SUCH FEES AND EXPENSES HAVE BEEN EXHAUSTED, A FURTHER APPROVAL OF THE NOTEHOLDERS (IN THE FORM OF A NEW EXTRAORDINARY RESOLUTION) WILL NEED TO BE SOUGHT IN CONNECTION WITH ANY FEES AND EXPENSES OF THE STEERING COMMITTEE'S FINANCIAL ADVISER INCURRED AFTER THE END DATE. SUCH FEES AND EXPENSES WILL ONLY BE PAYABLE UNDER THIS LIMB OF THE PRIORITIES OF PAYMENT IF THE STEERING COMMITTEE'S FINANCIAL ADVISER HAS CONFIRMED TO THE ISSUER THAT THE FEES AND EXPENSES HAVE BEEN PROPERLY INCURRED IN ACCORDANCE WITH THE FINANCIAL ADVISER'S AGREED SCOPE OF WORK, WHERE "FINANCIAL ADVISER'S AGREED SCOPE OF WORK" SHALL MEAN WORK, WHICH, IN THE OPINION OF THE STEERING COMMITTEE'S FINANCIAL ADVISER, HAS BEEN UNDERTAKEN IN CONNECTION WITH OR FOR THE PURPOSES OF A CONSENSUAL RESOLUTION RELATING TO THE NOTES (WHETHER OR NOT SUCH WORK ALSO BENEFITS THE HOLDERS OF THE EA PARTNERS I NOTES) AND, SO FAR AS THE STEERING COMMITTEE'S FINANCIAL ADVISER IS AWARE, IS INTENDED BY THE STEERING COMMITTEE TO BE GENERALLY IN THE INTERESTS OF NOTEHOLDERS AS A CLASS AND AS A WHOLE; IF THE START DATE IS NOT THE FIRST DAY OF A CALENDAR MONTH, THE CAPPED AMOUNTS PAYABLE UNDER (X), (Y) AND (Z) ABOVE IN RESPECT OF THE PERIOD FROM THE START DATE TO THE END OF THAT CALENDAR MONTH SHALL BE PRO-RATED ACCORDINGLY." 2. IRREVOCABLY APPROVES THE FOLLOWING WORDING TO BE ADDED AS A NEW CLAUSE 7.7 OF THE CASH MANAGEMENT AGREEMENT: "7.7 PAYMENTS TO ISSUER'S COUNSEL, STEERING COMMITTEE'S COUNSEL, STEERING COMMITTEE'S FINANCIAL ADVISER AND OTHER THIRD PARTIES THE NOTE TRUSTEE SHALL NOT BE REQUIRED TO PROVIDE DIRECTIONS TO THE SECURITY TRUSTEE AND/OR THE CASH MANAGER TO MAKE ANY PAYMENT TO THE STEERING COMMITTEE'S COUNSEL OR STEERING COMMITTEE'S FINANC CONTD | ||||||||||||||||
| CONT | CONTD ADVISER'S OUT-OF-POCKET EXPENSES ARE LESS THAN THE APPLICABLE CAP AND-THE FEES TO THE STEERING COMMITTEE'S FINANCIAL ADVISER AND THE STEERING-COMMITTEE'S COUNSEL ARE EQUAL TO THE AMOUNTS DUE. THE NOTE TRUSTEE SHALL BE-FULLY ENTITLED TO RELY ON, AND PROVIDE INSTRUCTIONS TO, THE SECURITY TRUSTEE-AND/OR THE CASH MANAGER IN RELIANCE UPON SUCH CONFIRMATION, WITHOUT LIABILITY-TO ANY PERSON."; 3. IF THIS | Non-Voting | ||||||||||||||
| EXTRAORDINARY RESOLUTION IS PASSED AND HOLDERS OF-THE EA PARTNERS I NOTES APPROVE AN EXTRAORDINARY RESOLUTION IN SUBSTANTIALLY-THE FORM OF THIS EXTRAORDINARY RESOLUTION (AN "EA PARTNERS I RESOLUTION"),-IRREVOCABLY INSTRUCT THE ISSUER TO ENTER INTO AND COMPLY WITH THE TERMS OF AN-AGREEMENT WITH EA PARTNERS I B.V., ISSUER'S COUNSEL, STEERING COMMITTEE'S- COUNSEL AND STEERING COMMITTEE'S FINANCIAL ADVISER, SUBSTANTIALLY IN THE FORM-SET OUT AS ANNEX I TO THE NOTICE INCLUDING THIS EXTRAORDINARY RESOLUTION; 4.-IRREVOCABLY APPROVES, INSTRUCTS AND AUTHORISES THE CASH MANAGER TO PAY (AND,-IF APPLICABLE, THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE TO INSTRUCT-THE CASH MANAGER TO PAY) THE AMOUNTS SET OUT IN PARAGRAPHS 1, 2 AND 3 OF THIS-EXTRAORDINARY RESOLUTION PURSUANT TO THE PRE-ENFORCEMENT PRIORITY OF-PAYMENTS, AS MODIFIED IN ACCORDANCE WITH PARAGRAPH 1 OF THIS EXTRAORDINARY- RESOLUTION; 5. ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS EXTRAORDINARY- RESOLUTION SHALL COMMIT THE STEERING COMMITTEE, ANY MEMBER THEREOF OR ANY- OTHER NOTEHOLDER TO ANY PARTICULAR COURSE OF ACTION, INCLUDING (WITHOUT- LIMITATION) AGREEING OR PURSUING ANY RESTRUCTURING, CONTINUING TO HOLD NOTES- AND/OR TAKING OR ABSTAINING FROM TAKING ANY OTHER ACTION WITH RESPECT TO THE- NOTES; 6. ACKNOWLEDGES AND AGREES THAT NEITHER THE STEERING COMMITTEE'S-COUNSEL NOR THE STEERING COMMITTEE'S FINANCIAL ADVISER WILL OWE A DUTY OF-CARE AND NO CLIENT ATTORNEY RELATIONSHIP WILL BE ESTABLISHED BETWEEN STEERING-COMMITTEE'S COUNSEL OR STEERING COMMITTEE'S FINANCIAL ADVISER AND THE ISSUER-OR BETWEEN STEERING COMMITTEE'S COUNSEL OR STEERING COMMITTEE'S FINANCIAL-ADVISER AND ANY NOTEHOLDER OR OTHER PERSONS (OTHER THAN THE MEMBERS OF THE-STEERING COMMITTEE), AND THAT EACH OF STEERING COMMITTEE'S COUNSEL AND THE-STEERING COMMITTEE'S FINANCIAL ADVISER SHALL BE ENTITLED TO RESIGN AT ANY-TIME AND FOR ANY REASON IN ACCORDANCE WITH THE TERMS OF ITS RESPECTIVE-ENGAGEMENT LETTER WITH THE STEERING COMMITTEE AND, FOR THE AVOIDANCE OF-DOUBT, THAT SUCH RESIGNATION SHALL NOT REQUIRE THE APPROVAL OF THE-NOTEHOLDERS OR BE DEPENDENT UPON SUCCESSOR COUNSEL OR ADVISER TO THE STEERING-COMMITTEE BEING IN PLACE; 7. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE-TRUSTEE, THE AGENTS AND | ||||||||||||||||
|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| ||||||||||||||||
| CMMT | PLEASE NOTE THAT THERE IS A MINIMUM TO VOTE : 200000 AND MULTIPLE:1000 | Non-Voting | ||||||||||||||
| CMMT | 25 NOV 2019: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT IN RESOLUTION 1 AND POSTPONEMENT OF THE MEETING DATE FROM 18 NOV 2019 TO-03 DEC 2019. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | ||||||||||||||
| LECTA SA | ||||||||||||||||
| Security | L59738AG6 | Meeting Type | Court Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 19-Dec-2019 | ||||||||||||||
| ISIN | XS1458413728 | Agenda | 711883466 - Management | |||||||||||||
| Record Date | Holding Recon Date | 06-Dec-2019 | ||||||||||||||
| City / | Country | TBD | / | Spain | Vote Deadline Date | 05-Dec-2019 | ||||||||||
| SEDOL(s) | BD04TP0 - BD3H9D4 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. THERE ARE CURRENTLY NO-PUBLISHED AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU-MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE.-THANK YOU | Non-Voting | ||||||||||||||
| LECTA S.A. | ||||||||||||||||
| Security | L59738AH4 | Meeting Type | Court Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 29-Jan-2020 | ||||||||||||||
| ISIN | XS1458414023 | Agenda | 711964278 - Management | |||||||||||||
| Record Date | Holding Recon Date | 09-Jan-2020 | ||||||||||||||
| City / | Country | TBD | / | Luxembourg | Blocking | Vote Deadline Date | 15-Jan-2020 | |||||||||
| SEDOL(s) | BD3H9G7 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. THERE ARE CURRENTLY NO-PUBLISHED AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU-MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE.-THANK YOU | Non-Voting | ||||||||||||||
| LECTA SA | ||||||||||||||||
| Security | L59738AG6 | Meeting Type | Court Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 29-Jan-2020 | ||||||||||||||
| ISIN | XS1458413728 | Agenda | 711965600 - Management | |||||||||||||
| Record Date | Holding Recon Date | 10-Jan-2020 | ||||||||||||||
| City / | Country | NEW YORK | / | Spain | Vote Deadline Date | 15-Jan-2020 | ||||||||||
| SEDOL(s) | BD04TP0 - BD3H9D4 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. THERE ARE CURRENTLY NO-PUBLISHED AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU-MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE.-THANK YOU | Non-Voting | ||||||||||||||
| EA PARTNERS II B.V. | ||||||||||||||||
| Security | N2830TAA1 | Meeting Type | Bond Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 06-Apr-2020 | ||||||||||||||
| ISIN | XS1423779187 | Agenda | 712266558 - Management | |||||||||||||
| Record Date | Holding Recon Date | 19-Mar-2020 | ||||||||||||||
| City / | Country | LONDON | / | Netherlands | Blocking | Vote Deadline Date | 31-Mar-2020 | |||||||||
| SEDOL(s) | BDB4X91 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| 1 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE USD500,000,000 6.75 PER CENT. NOTES DUE 2021 (ISIN: XS1423779187) OF EA PARTNERS II B.V. (THE "NOTES" AND THE "ISSUER" RESPECTIVELY) CONSTITUTED BY THE NOTE TRUST DEED DATED 1 JUNE 2016 (THE "NOTE TRUST DEED") MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (THE "NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. IRREVOCABLY APPROVES, UNDER CONDITION 4.1 (L) (RESTRICTIONS ON THE ISSUER), THE FILING BY THE ISSUER OF A CLAIM IN THE ALITALIA INSOLVENCY PROCEEDINGS WITHOUT ANY REQUIREMENT TO GET A PRIOR INSTRUCTION FROM THE NOTE TRUSTEE AND IRREVOCABLY APPROVES THE CONDUCT BY THE ISSUER OF ANY FURTHER PROCEEDINGS, CLAIMS OR ACTIONS, INCLUDING THE DEFENCE OF ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS AS MAY, IN THE OPINION OF THE ISSUER, BE NECESSARY AND/OR INCIDENTAL TO THE ALITALIA INSOLVENCY PROCEEDINGS WITHOUT THE NEED FOR ANY FURTHER INSTRUCTIONS FROM THE NOTE TRUSTEE OR ANY OTHER PERSON; 2. AUTHORISES, EMPOWERS AND DIRECTS (A) THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE AND THE ISSUER AND (B) THE NOTE TRUSTEE, AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY, TO DIRECT THE SECURITY TRUSTEE, TO CONCUR IN THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS FIRST EXTRAORDINARY RESOLUTION AND, IN ORDER TO GIVE EFFECT TO AND TO IMPLEMENT THE PROPOSALS, TO EXECUTE AND DO ALL SUCH DEEDS, AGREEMENTS, INSTRUMENTS, ACTS AND THINGS AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE TO CARRY OUT AND GIVE EFFECT TO THIS FIRST EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE PROPOSALS REFERRED TO HEREIN; 3. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED | Management | For | For | ||||||||||||
| PERSONS AND THE ISSUER IN RESPECT OF ALL LIABILITY FOR WHICH ANY OF THESE PARTIES MAY HAVE BECOME OR MAY BECOME RESPONSIBLE UNDER THE NOTES, THE TRANSACTION DOCUMENTS OR OTHERWISE IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS FIRST EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION; 4. SANCTIONS AND ASSENTS TO EVERY ABROGATION, AMENDMENT, MODIFICATION, COMPROMISE OR ARRANGEMENT IN RESPECT OF THE RIGHTS OF THE NOTEHOLDERS AGAINST THE ISSUER OR ANY OTHER PERSON, WHETHER OR NOT SUCH RIGHTS SHALL ARISE UNDER THE NOTE TRUST DEED OR OTHERWISE, INVOLVED IN OR RESULTING FROM OR TO BE EFFECTED BY THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS FIRST EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 5. WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER ARISING AS A RESULT OF ANY LOSS OR DAMAGE WHICH ANY NOTEHOLDER MAY SUFFER OR INCUR AS A RESULT OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE OR THE ISSUER ACTING UPON OR FOLLOWING A DIRECTION FROM ONE OF THEM RESULTING FROM THIS FIRST EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS FIRST EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS FIRST EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NEITHER THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FIRST EXTRAORDINARY RESOLUTION; AND 6. ACKNOWLEDGES AND AGREES THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE OR THE COMMON REPRESENTATIVE SHALL HAVE ANY OBLIGATION TO (I) MONITOR OR CONFIRM WHETHER THE ISSUER FILES A PROOF OF CLAIM IN THE ALITALIA INSOLVENCY PROCEEDINGS OR WHETHER SUCH CLAIM IS VALID, ADEQUATE OR IN ACCORDANCE WITH THIS FIRST EXTRAORDINARY RESOLUTION; (II) MONITOR OR CONFIRM WHETHER ANY SUCH | ||||||||||||||||
| PROOF OF CLAIM MADE BY THE ISSUER ACCURATELY REFLECTS THE AMOUNT SOWING UNDER THE ALITALIA DEBT OBLIGATION; (III) CONSIDER WHETHER ANY ACTION TAKEN (OR TO BETAKEN) BY THE ISSUER IS IN CONNECTION WITH FURTHER PROCEEDINGS, CLAIMS, OR ACTIONS, INCLUDING DEFENDING ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS THAT ARE NECESSARY AND/OR INCIDENTAL TO THE ALITALIA INSOLVENCY PROCEEDINGS (IT BEING ACKNOWLEDGED BY NOTEHOLDERS THAT THE ISSUER MAY MAKE SUCH DETERMINATION IN ITS DISCRETION). CAPITALISED TERMS USED IN THIS FIRST EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 13 MARCH 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED OR THE DEED OF CHARGE (AS DEFINED IN THE NOTE TRUST DEED)." | ||||||||||||||||
| 2 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE USD500,000,000 6.75 PER CENT. NOTES DUE 2021 (ISIN: XS1423779187) OF EA PARTNERS II B.V. (THE "NOTES" AND THE "ISSUER" RESPECTIVELY) CONSTITUTED BY THE NOTE TRUST DEED DATED 1 JUNE 2016 (THE "NOTE TRUST DEED") MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (THE "NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. IRREVOCABLY (I) INSTRUCTS AND AUTHORISES (A) THE NOTE TRUSTEE AND THE ISSUER AND (B) THE NOTE TRUSTEE, AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY, TO INSTRUCT THE SECURITY TRUSTEE, TO DO ALL SUCH THINGS AND EXECUTE ALL SUCH DEEDS, AGREEMENTS AND DOCUMENTATION AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE IN ORDER TO RELEASE, DISCHARGE AND REASSIGN ALL OF ITS RIGHTS IN RESPECT OF THE AIR BERLIN DEBT OBLIGATION FROM THE GENERAL SECURITY PURSUANT TO THE DEED OF CHARGE TO PERMIT THE ISSUER TO MAKE A CLAIM IN THE AIR BERLIN INSOLVENCY PROCEEDINGS AND HAVE CONDUCT OF ANY FURTHER PROCEEDINGS, CLAIMS OR ACTIONS, INCLUDING DEFENDING ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS AS, IN THE OPINION OF THE ISSUER, MAY BE NECESSARY AND/OR INCIDENTAL TO THE AIR BERLIN INSOLVENCY PROCEEDINGS (II) APPROVES, UNDER CONDITION 4.1 (L) (RESTRICTIONS ON THE ISSUER) THE FILING BY THE ISSUER OF PROOFS OF CLAIM IN THE AIR BERLIN INSOLVENCY PROCEEDINGS AND APPROVES THE CONDUCT BY THE ISSUER OF THE ACTIONS REFERRED TO IN (I) ABOVE WITHOUT ANY REQUIREMENT TO RECEIVE A PRIOR INSTRUCTION FROM THE NOTE TRUSTEE OR ANY OTHER PERSON; 2. AUTHORISES, EMPOWERS AND | Management | For | For | ||||||||||||
| DIRECTS (A) THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS AND THE ISSUER AND (B) THE NOTE TRUSTEE, AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY, TO DIRECT THE SECURITY TRUSTEE, TO CONCUR IN THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION AND TO EXECUTE THE DEED OF PARTIAL RELEASE AND REASSIGNMENT IN ORDER TO GIVE EFFECT TO AND TO IMPLEMENT SUCH PROPOSALS AND TO EXECUTE AND DO ALL OTHER DEEDS, AGREEMENTS, INSTRUMENTS, ACTS AND THINGS AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE TO CARRY OUT AND GIVE EFFECT TO THE SECOND EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE PROPOSALS REFERRED TO HEREIN; 3. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE (AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY) TO EXECUTE THE DEED OF PARTIAL RELEASE AND REASSIGNMENT TO RELEASE, DISCHARGE AND REASSIGN ALL OF ITS RIGHTS IN RESPECT OF THE AIRBERLIN DEBT OBLIGATION ONLY FROM THE GENERAL SECURITY PURSUANT TO THE DEED OF CHARGE TO PERMIT THE ISSUER TO MAKE A CLAIM IN THE AIR BERLIN INSOLVENCY PROCEEDINGS, WHICH THE ISSUER WOULD FILE AS SOON AS IS REASONABLY PRACTICABLE; 4. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS AND THE ISSUER IN RESPECT OF ALL LIABILITY FOR WHICH ANY OF THESE PARTIES MAY HAVE BECOME OR MAY BECOME RESPONSIBLE UNDER THE NOTES, THE TRANSACTION DOCUMENTS OR OTHERWISE IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION; 5. SANCTIONS AND ASSENTS TO EVERY ABROGATION, AMENDMENT, MODIFICATION, COMPROMISE OR ARRANGEMENT IN RESPECT OF THE RIGHTS OF THE NOTEHOLDERS AGAINST THE ISSUER OR ANY OTHER PERSON, WHETHER OR NOT SUCH RIGHTS SHALL ARISE UNDER THE NOTE TRUST DEED OR OTHERWISE, INVOLVED IN OR RESULTING FROM OR TO BE EFFECTED BY THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 6. WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER ARISING AS A RESULT OF ANY LOSS OR DAMAGE WHICH ANY NOTEHOLDER MAY | ||||||||||||||||
| SUFFER OR INCUR AS A RESULT OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER ACTING UPON OR FOLLOWING A DIRECTION FROM ONE OF THEM RESULTING FROM THIS SECOND EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS SECOND EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS SECOND EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NEITHER THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS SECOND EXTRAORDINARY RESOLUTION; AND 7. ACKNOWLEDGES AND AGREES THAT NONE OF THE NOTE TRUSTEE OR THE SECURITY TRUSTEE SHALL HAVE ANY OBLIGATION TO (I) MONITOR OR CONFIRM WHETHER THE ISSUER FILES A PROOF OF CLAIM IN THE AIRBERLIN INSOLVENCY PROCEEDINGS OR WHETHER SUCH CLAIM IS VALID, ADEQUATE OR IN ACCORDANCE WITH THIS SECOND EXTRAORDINARY RESOLUTION; (II) MONITOR OR CONFIRM WHETHER ANY SUCH PROOF OF CLAIM MADE BY THE ISSUER ACCURATELY REFLECTS THE AMOUNTS OWING UNDER THE AIR BERLIN DEBT OBLIGATION; (III) CONSIDER WHETHER ANY ACTION TAKEN (OR TO BE TAKEN) BY THE ISSUER IS IN CONNECTION WITH FURTHER PROCEEDINGS, CLAIMS, OR ACTIONS, INCLUDING DEFENDING ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS THAT ARE NECESSARY AND/OR INCIDENTAL TO THE AIR BERLIN INSOLVENCY PROCEEDINGS (IT BEING ACKNOWLEDGED BY NOTEHOLDERS THAT THE ISSUER MAY MAKE SUCH DETERMINATION IN ITS DISCRETION). CAPITALISED TERMS USED IN THIS SECOND EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 13 MARCH 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED OR THE DEED OF CHARGE (AS DEFINED IN THE NOTE TRUST DEED)." | ||||||||||||||||
| CMMT | 18 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTION 2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | ||||||||||||||
| EA PARTNERS II B.V. | ||||||||||||||||
| Security | N2830TAA1 | Meeting Type | Bond Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 13-May-2020 | ||||||||||||||
| ISIN | XS1423779187 | Agenda | 712555474 - Management | |||||||||||||
| Record Date | Holding Recon Date | 30-Apr-2020 | ||||||||||||||
| City / | Country | LONDON | / | Netherlands | Blocking | Vote Deadline Date | 07-May-2020 | |||||||||
| SEDOL(s) | BDB4X91 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | ||||||||||||||
| 1 | THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D500,000,000 6.75 PER CENT. NOTES DUE 2021 (ISIN: XS1423779187) OF EA PARTNERS II B.V. (THE "NOTES" AND THE "ISSUER" RESPECTIVELY) CONSTITUTED BY THE NOTE TRUST DEED DATED 1 JUNE 2016 (THE "NOTE TRUST DEED") MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (THE "NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. IRREVOCABLY APPROVES, UNDER CONDITION 4.1 (L) (RESTRICTIONS ON THE ISSUER), THE FILING BY THE ISSUER OF A CLAIM IN THE ALITALIA INSOLVENCY PROCEEDINGS WITHOUT ANY REQUIREMENT TO GET A PRIOR INSTRUCTION FROM THE NOTE TRUSTEE AND IRREVOCABLY APPROVES THE CONDUCT BY THE ISSUER OF ANY FURTHER PROCEEDINGS, CLAIMS OR ACTIONS, INCLUDING THE DEFENCE OF ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS AS MAY, IN THE OPINION OF THE ISSUER, BE NECESSARY AND/OR INCIDENTAL TO THE ALITALIA INSOLVENCY PROCEEDINGS WITHOUT THE NEED FOR ANY FURTHER INSTRUCTIONS FROM THE NOTE TRUSTEE OR ANY OTHER PERSON; 2. AUTHORISES, EMPOWERS AND DIRECTS (A) THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE AND THE ISSUER AND (B) THE NOTE TRUSTEE, AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY, TO DIRECT THE SECURITY TRUSTEE, TO CONCUR IN THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS FIRST EXTRAORDINARY RESOLUTION AND, IN ORDER TO GIVE EFFECT TO AND TO IMPLEMENT THE PROPOSALS, TO EXECUTE AND DO ALL SUCH DEEDS, AGREEMENTS, INSTRUMENTS, ACTS AND THINGS AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE TO CARRY OUT AND GIVE EFFECT TO THIS FIRST EXTRAORDINARY RESOLUTION AND | Management | For | For | ||||||||||||
| THE IMPLEMENTATION OF THE PROPOSALS REFERRED TO HEREIN; 3. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED PERSONS AND THE ISSUER IN RESPECT OF ALL LIABILITY FOR WHICH ANY OF THESE PARTIES MAY HAVE BECOME OR MAY BECOME RESPONSIBLE UNDER THE NOTES, THE TRANSACTION DOCUMENTS OR OTHERWISE IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS FIRST EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION; 4. SANCTIONS AND ASSENTS TO EVERY ABROGATION, AMENDMENT, MODIFICATION, COMPROMISE OR ARRANGEMENT IN RESPECT OF THE RIGHTS OF THE NOTEHOLDERS AGAINST THE ISSUER OR ANY OTHER PERSON, WHETHER OR NOT SUCH RIGHTS SHALL ARISE UNDER THE NOTE TRUST DEED OR OTHERWISE, INVOLVED IN OR RESULTING FROM OR TO BE EFFECTED BY THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS FIRST EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 5. WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER ARISING AS A RESULT OF ANY LOSS OR DAMAGE WHICH ANY NOTEHOLDER MAY SUFFER OR INCUR AS A RESULT OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE OR THE ISSUER ACTING UPON OR FOLLOWING A DIRECTION FROM ONE OF THEM RESULTING FROM THIS FIRST EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS FIRST EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS FIRST EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NEITHER THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE COMMON REPRESENTATIVE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FIRST EXTRAORDINARY RESOLUTION; AND 6. ACKNOWLEDGES AND AGREES THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE OR THE COMMON REPRESENTATIVE SHALL HAVE ANY OBLIGATION TO (I) MONITOR OR CONFIRM WHETHER THE | ||||||||||||||||
| ISSUER FILES A PROOF OF CLAIM IN THE ALITALIA INSOLVENCY PROCEEDINGS OR WHETHER SUCH CLAIM IS VALID, ADEQUATE OR IN ACCORDANCE WITH THIS FIRST EXTRAORDINARY RESOLUTION; (II) MONITOR OR CONFIRM WHETHER ANY SUCH PROOF OF CLAIM MADE BY THE ISSUER ACCURATELY REFLECTS THE AMOUNTS OWING UNDER THE ALITALIA DEBT OBLIGATION; (III) CONSIDER WHETHER ANY ACTION TAKEN (OR TO BE TAKEN) BY THE ISSUER IS IN CONNECTION WITH FURTHER PROCEEDINGS, CLAIMS, OR ACTIONS, INCLUDING DEFENDING ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS THAT ARE NECESSARY AND/OR INCIDENTAL TO THE ALITALIA INSOLVENCY PROCEEDINGS (IT BEING ACKNOWLEDGED BY NOTEHOLDERS THAT THE ISSUER MAY MAKE SUCH DETERMINATION IN ITS DISCRETION). CAPITALISED TERMS USED IN THIS FIRST EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 29 APRIL 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED OR THE DEED OF CHARGE (AS DEFINED IN THE NOTE TRUST DEED) | ||||||||||||||||
| 2 | THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D500,000,000 6.75 PER CENT. NOTES DUE 2021 (ISIN: XS1423779187) OF EA PARTNERS II B.V. (THE "NOTES" AND THE "ISSUER" RESPECTIVELY) CONSTITUTED BY THE NOTE TRUST DEED DATED 1 JUNE 2016 (THE "NOTE TRUST DEED") MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (THE "NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. IRREVOCABLY (I) INSTRUCTS AND AUTHORISES (A) THE NOTE TRUSTEE AND THE ISSUER AND (B) THE NOTE TRUSTEE, AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY, TO INSTRUCT THE SECURITY TRUSTEE, TO DO ALL SUCH THINGS AND EXECUTE ALL SUCH DEEDS, AGREEMENTS AND DOCUMENTATION AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE IN ORDER TO RELEASE, DISCHARGE AND REASSIGN ALL OF ITS RIGHTS IN RESPECT OF THE AIR BERLIN DEBT OBLIGATION FROM THE GENERAL SECURITY PURSUANT TO THE DEED OF CHARGE TO PERMIT THE ISSUER TO MAKE A CLAIM IN THE AIR BERLIN INSOLVENCY PROCEEDINGS AND HAVE CONDUCT OF ANY FURTHER PROCEEDINGS, CLAIMS OR ACTIONS, INCLUDING DEFENDING ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS AS, IN THE OPINION OF THE ISSUER, MAY BE NECESSARY AND/OR INCIDENTAL TO THE AIR BERLIN INSOLVENCY PROCEEDINGS (II) APPROVES, UNDER CONDITION 4.1 (L) (RESTRICTIONS ON THE ISSUER) THE FILING BY THE ISSUER OF PROOFS OF CLAIM IN THE AIR BERLIN INSOLVENCY PROCEEDINGS | Management | For | For | ||||||||||||
| AND APPROVES THE CONDUCT BY THE ISSUER OF THE ACTIONS REFERRED TO IN (I) ABOVE WITHOUT ANY REQUIREMENT TO RECEIVE A PRIOR INSTRUCTION FROM THE NOTE TRUSTEE OR ANY OTHER PERSON; 2. AUTHORISES, EMPOWERS AND DIRECTS (A) THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS AND THE ISSUER AND (B) THE NOTE TRUSTEE, AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY, TO DIRECT THE SECURITY TRUSTEE, TO CONCUR IN THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION AND TO EXECUTE THE DEED OF PARTIAL RELEASE AND REASSIGNMENT IN ORDER TO GIVE EFFECT TO AND TO IMPLEMENT SUCH PROPOSALS AND TO EXECUTE AND DO ALL OTHER DEEDS, AGREEMENTS, INSTRUMENTS, ACTS AND THINGS AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE TO CARRY OUT AND GIVE EFFECT TO THE SECOND EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE PROPOSALS REFERRED TO HEREIN; 3. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE (AS INSTRUCTING PARTY IN RELATION TO THE GENERAL SECURITY) TO EXECUTE THE DEED OF PARTIAL RELEASE AND REASSIGNMENT TO RELEASE, DISCHARGE AND REASSIGN ALL OF ITS RIGHTS IN RESPECT OF THE AIR BERLIN DEBT OBLIGATION ONLY FROM THE GENERAL SECURITY PURSUANT TO THE DEED OF CHARGE TO PERMIT THE ISSUER TO MAKE A CLAIM IN THE AIR BERLIN INSOLVENCY PROCEEDINGS, WHICH THE ISSUER WOULD FILE AS SOON AS IS REASONABLY PRACTICABLE; 4. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS AND THE ISSUER IN RESPECT OF ALL LIABILITY FOR WHICH ANY OF THESE PARTIES MAY HAVE BECOME OR MAY BECOME RESPONSIBLE UNDER THE NOTES, THE TRANSACTION DOCUMENTS OR OTHERWISE IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION; 5. SANCTIONS AND ASSENTS TO EVERY ABROGATION, AMENDMENT, MODIFICATION, COMPROMISE OR ARRANGEMENT IN RESPECT OF THE RIGHTS OF THE NOTEHOLDERS AGAINST THE ISSUER OR ANY OTHER PERSON, WHETHER OR NOT SUCH RIGHTS SHALL ARISE UNDER THE NOTE TRUST DEED OR OTHERWISE, INVOLVED IN OR RESULTING FROM OR TO BE EFFECTED BY THE PROPOSALS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 6. WAIVES IRREVOCABLY | ||||||||||||||||
| ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER ARISING AS A RESULT OF ANY LOSS OR DAMAGE WHICH ANY NOTEHOLDER MAY SUFFER OR INCUR AS A RESULT OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER ACTING UPON OR FOLLOWING A DIRECTION FROM ONE OF THEM RESULTING FROM THIS SECOND EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS SECOND EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS SECOND EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NEITHER THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER INDEMNIFIED PERSONS OR THE ISSUER SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS SECOND EXTRAORDINARY RESOLUTION; AND 7. ACKNOWLEDGES AND AGREES THAT NONE OF THE NOTE TRUSTEE OR THE SECURITY TRUSTEE SHALL HAVE ANY OBLIGATION TO (I) MONITOR OR CONFIRM WHETHER THE ISSUER FILES A PROOF OF CLAIM IN THE AIR BERLIN INSOLVENCY PROCEEDINGS OR WHETHER SUCH CLAIM IS VALID, ADEQUATE OR IN ACCORDANCE WITH THIS SECOND EXTRAORDINARY RESOLUTION; (II) MONITOR OR CONFIRM WHETHER ANY SUCH PROOF OF CLAIM MADE BY THE ISSUER ACCURATELY REFLECTS THE AMOUNTS OWING UNDER THE AIR BERLIN DEBT OBLIGATION; (III) CONSIDER WHETHER ANY ACTION TAKEN (OR TO BE TAKEN) BY THE ISSUER IS IN CONNECTION WITH FURTHER PROCEEDINGS, CLAIMS, OR ACTIONS, INCLUDING DEFENDING ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS THAT ARE NECESSARY AND/OR INCIDENTAL TO THE AIR BERLIN INSOLVENCY PROCEEDINGS (IT BEING ACKNOWLEDGED BY NOTEHOLDERS THAT THE ISSUER MAY MAKE SUCH DETERMINATION IN ITS DISCRETION). CAPITALISED TERMS USED IN THIS SECOND EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 29 APRIL 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED OR THE DEED OF CHARGE (AS DEFINED IN THE NOTE TRUST DEED) | ||||||||||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING IS SECOND CALL FOR THE MEETING THAT TOOK PLACE-ON 06 APR 2020 UNDER JOB 372594. IF YOU HAVE ALREADY VOTED THE PRIOR MEETING,-YOUR VOTING INSTRUCTIONS WILL REMAIN VALID WITH YOUR SUBCUSTODIAN AND YOU ARE-NOT REQUIRED TO SUBMIT NEW VOTING INSTRUCTIONS FOR THIS MEETING UNLESS YOU-WISH TO CHANGE YOUR VOTE | Non-Voting | ||||||||||||||
| SCORPIO TANKERS INC. | ||||||||||||||||
| Security | Y7542C130 | Meeting Type | Annual | |||||||||||||
| Ticker Symbol | STNG | Meeting Date | 09-Jun-2020 | |||||||||||||
| ISIN | MHY7542C1306 | Agenda | 935204519 - Management | |||||||||||||
| Record Date | 20-Apr-2020 | Holding Recon Date | 20-Apr-2020 | |||||||||||||
| City / | Country | / | United States | Vote Deadline Date | 08-Jun-2020 | |||||||||||
| SEDOL(s) | Quick Code | |||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| 1. | DIRECTOR | Management | ||||||||||||||
| 1 | Emanuele A. Lauro | For | For | |||||||||||||
| 2 | Ademaro Lanzara | For | For | |||||||||||||
| 3 | Merrick Rayner | For | For | |||||||||||||
| 2. | To ratify the appointment of PricewaterhouseCoopers Audit as the Company's independent auditors for the fiscal year ending December 31, 2020. | Management | For | For | ||||||||||||
| AMIGO HOLDINGS PLC | ||||||||||||||||
| Security | G04043108 | Meeting Type | Ordinary General Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 17-Jun-2020 | ||||||||||||||
| ISIN | GB00BFFK8T45 | Agenda | 712698870 - Management | |||||||||||||
| Record Date | Holding Recon Date | 15-Jun-2020 | ||||||||||||||
| City / | Country | BOURNE MOUTH | / | United Kingdom | Vote Deadline Date | 11-Jun-2020 | ||||||||||
| SEDOL(s) | BFFK8T4 - BHHH206 - BK1HQJ0 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| 1 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT SAM WELLS IS APPOINTED AS A DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | ||||||||||||
| 2 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT NICK MAKIN IS APPOINTED AS A DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | ||||||||||||
| 3 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT STEPHAN WILAKE IS REMOVED AS A DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | ||||||||||||
| 4 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT ROGER LOVERING IS REMOVED AS A 'DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | ||||||||||||
| 5 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT RICHARD PRICE IS REMOVED AS A DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | ||||||||||||
| 6 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT HAMISH PATON IS REMOVED AS A DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | ||||||||||||
| 7 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT NAYAN KISNADWALA IS REMOVED AS A DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | ||||||||||||
| 8 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT ANY DIRECTOR APPOINTED BETWEEN 1 MAY 2020 AND THE GENERAL MEETING BE REMOVED UNLESS SPECIFICALLY APPROVED BY THE GENERAL MEETING | Shareholder | Against | For | ||||||||||||
| CMMT | 29 MAY 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTION 7. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | ||||||||||||||
| AA PLC | ||||||||||||||||
| Security | G0013T104 | Meeting Type | Annual General Meeting | |||||||||||||
| Ticker Symbol | Meeting Date | 19-Jun-2020 | ||||||||||||||
| ISIN | GB00BMSKPJ95 | Agenda | 712664742 - Management | |||||||||||||
| Record Date | Holding Recon Date | 17-Jun-2020 | ||||||||||||||
| City / | Country | BASING STOKE | / | United Kingdom | Vote Deadline Date | 15-Jun-2020 | ||||||||||
| SEDOL(s) | BMSKPJ9 - BNLPW20 - BZ4BY89 | Quick Code | ||||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||||||
| 1 | TO RECEIVE THE REPORT AND ACCOUNTS | Management | For | For | ||||||||||||
| 2 | TO APPROVE THE DIRECTORS REMUNERATION REPORT | Management | For | For | ||||||||||||
| 3 | TO ELECT KEVIN DANGERFIELD AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 4 | TO RE-ELECT JOHN LEACH AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 5 | TO RE-ELECT SIMON BREAKWELL AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 6 | TO RE-ELECT ANDREW BLOWERS AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 7 | TO RE-ELECT STEVE BARBER AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 8 | TO RE-ELECT MARK BROOKER AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 9 | TO RE-ELECT CATHRYN RILEY AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 10 | TO RE-ELECT SUZI WILLIAMS AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||||||||
| 11 | TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITOR | Management | For | For | ||||||||||||
| 12 | TO AUTHORISE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE COMPANYS AUDITOR | Management | For | For | ||||||||||||
| 13 | TO AUTHORISE THE COMPANY TO MAKE POLITICAL DONATIONS OF UP TO 50000 POUNDS | Management | For | For | ||||||||||||
| 14 | TO AUTHORISE THE DIRECTORS TO ALLOT SHARES | Management | For | For | ||||||||||||
| 15 | TO AUTHORISE THE DIRECTORS TO ALLOT FURTHER SHARES IN CONNECTION WITH A PRE- EMPTIVE OFFER TO EXISTING SHAREHOLDERS BY WAY OF A RIGHTS ISSUE | Management | For | For | ||||||||||||
| 16 | TO DISAPPLY PRE-EMPTION RIGHTS | Management | For | For | ||||||||||||
| 17 | TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES | Management | For | For | ||||||||||||
| 18 | TO APPROVE GENERAL MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS BEING CALLED ON 14 CLEAR DAYS NOTICE | Management | For | For | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Registrant | Destra International & Event-Driven Credit Fund |
| By (Signature and Title)* | /s/ Robert Watson | |
| Robert Watson, President | ||
| (principal executive officer) |
| Date | August 21, 2020 |
*Print the name and title of each signing officer under his or her signature.