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
| BlueBay Destra International Event-Driven Credit Fund |
(Exact name of registrant as specified in charter)
443 North Willson Avenue
| Bozeman, MT 59715 |
(Address of principal executive offices) (Zip code)
Derek Mullins
443 North Willson Avenue
| Bozeman, MT 59715 |
(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, 2020 – June 30, 2021
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, 2020 TO JUNE 30, 2021
Item 1: Proxy Voting Record
Registrant: BlueBay Destra International Event-Driven Credit Fund
| Vote Summary | |||||||||||||||
| SHELF DRILLING, LTD. | |||||||||||||||
| Security | G23627105 | Meeting Type | Annual General Meeting | ||||||||||||
| Ticker Symbol | Meeting Date | 31-Aug-2020 | |||||||||||||
| ISIN | KYG236271055 | Agenda | 713028151 - Management | ||||||||||||
| Record Date | 28-Aug-2020 | Holding Recon Date | 28-Aug-2020 | ||||||||||||
| City / | Country | GEORGE TOWN | / | Cayman Islands | Blocking | Vote Deadline Date | 20-Aug-2020 | ||||||||
| SEDOL(s) | BDVKB40 - BNG8J01 | Quick Code | |||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||||||
| CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | Non-Voting | |||||||||||||
| CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIREMENTS- VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU-HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU | Non-Voting | |||||||||||||
| CMMT | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING | Non-Voting | |||||||||||||
| 1 | PRESENTATION OF FINANCIAL STATEMENTS AND ANNUAL REPORT | Non-Voting | |||||||||||||
| 2 | ELECTION OF CONG TONGJIAN | Management | For | For | |||||||||||
| 3 | ELECTION OF LOU DONGYANG | Management | For | For | |||||||||||
| 4 | INCREASE AUTHORISED SHARE CAPITAL | Management | For | For | |||||||||||
| Vote Summary | |||||||||||||||
| EA PARTNERS II B.V. | |||||||||||||||
| Security | N2830TAA1 | Meeting Type | Bond Meeting | ||||||||||||
| Ticker Symbol | Meeting Date | 17-Sep-2020 | |||||||||||||
| ISIN | XS1423779187 | Agenda | 713028783 - Management | ||||||||||||
| Record Date | Holding Recon Date | 15-Sep-2020 | |||||||||||||
| City / | Country | TBD | / | Netherlands | Blocking | Vote Deadline Date | 11-Sep-2020 | ||||||||
| SEDOL(s) | BDB4X91 | Quick Code | |||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||||||
| CMMT | PLEASE NOTE THAT THERE IS A MINIMUM TO VOTE : 200000 AND MULTIPLE: 1000 | Non-Voting | |||||||||||||
| 1 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D 500,000,000 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 "EXISTING NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. IRREVOCABLY REQUIRES, PURSUANT TO CLAUSE 26 (NOTE TRUSTEE'S RETIREMENT AND REMOVAL) OF THE NOTE TRUST DEED, THAT THE EXISTING NOTE TRUSTEE RETIRES AS NOTE TRUSTEE UNDER THE NOTE TRUST DEED AND, IN ORDER TO EFFECT SUCH RETIREMENT, AUTHORISES, EMPOWERS AND DIRECTS THE EXISTING NOTE TRUSTEE TO EXECUTE THE DEED OF APPOINTMENT AND REPLACEMENT; 2. IRREVOCABLY APPROVES PURSUANT TO CLAUSES 24 (NEW TRUSTEE) AND 26 (NOTE TRUSTEE'S RETIREMENT AND REMOVAL) OF THE NOTE TRUST DEED, THE APPOINTMENT OF GLAS TRUSTEES LIMITED (THE "REPLACEMENT NOTE TRUSTEE") AS REPLACEMENT NOTE TRUSTEE UNDER THE NOTE TRUST DEED AND, IN ORDER TO EFFECT SUCH REPLACEMENT, AUTHORISES, EMPOWERS AND DIRECTS THE ISSUER AND THE EXISTING NOTE TRUSTEE TO EXECUTE THE DEED OF APPOINTMENT AND REPLACEMENT AND RESOLVES THAT THE APPOINTMENT BY THE ISSUER OF THE REPLACEMENT NOTE TRUSTEE (BEING A TRUST CORPORATION) PURSUANT TO CLAUSES 24 (NEW TRUSTEE) AND 26 (NOTE TRUSTEE'S RETIREMENT AND REMOVAL) OF THE NOTE TRUST DEED AND THE DEED OF APPOINTMENT AND REPLACEMENT IN PLACE OF THE EXISTING NOTE TRUSTEE BE HEREBY APPROVED; 3. RESOLVES THAT THE PAYMENT BY THE ISSUER TO THE REPLACEMENT NOTE TRUSTEE OF SUCH FEES APPROVED BY THE STEERING COMMITTEE AND DETAILED IN THE | Management | For | For | |||||||||||
| FORM OF A FEE LETTER (THE "FEE LETTER") TO THE ISSUER BE HEREBY APPROVED AND IRREVOCABLY AUTHORISES, EMPOWERS AND DIRECTS THE ISSUER TO EXECUTE SUCH FEE LETTER; 4. RESOLVES THAT THE PAYMENT BY THE ISSUER TO THE EXISTING NOTE TRUSTEE OF ALL FEES, COSTS, EXPENSES OR OTHER LIABILITIES INCURRED BY THE EXISTING NOTE TRUSTEE PRIOR TO THE REPLACEMENT OF THE EXISTING NOTE TRUSTEE (OR ARISING AFTER THE REPLACEMENT OF THE EXISTING NOTE TRUSTEE BUT IN CONNECTION WITH ACTIONS TAKEN OR NOT TAKEN PRIOR TO THE REPLACEMENT OF THE EXISTING NOTE TRUSTEE) BE HEREBY APPROVED; 5. RESOLVES THAT THE REPLACEMENT OF THE EXISTING NOTE TRUSTEE WITH THE REPLACEMENT NOTE TRUSTEE AS THE NOTE TRUSTEE BE IMPLEMENTED BY WAY OF A DEED IN THE FORM OF THE DEED OF APPOINTMENT AND REPLACEMENT AND THAT THE ISSUER, THE EXISTING NOTE TRUSTEE AND THE REPLACEMENT NOTE TRUSTEE BE HEREBY IRREVOCABLY DIRECTED, REQUESTED, EMPOWERED AND AUTHORISED TO EXECUTE THE DEED OF APPOINTMENT AND REPLACEMENT AND TO COMPLY WITH ITS TERMS; 6. INDEMNIFIES, DISCHARGES AND EXONERATES THE EXISTING NOTE TRUSTEE, THE REPLACEMENT NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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 THIS FIRST EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 7. 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 THIS FIRST EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 8. ACKNOWLEDGES AND AGREES THAT THE REPLACEMENT NOTE TRUSTEE SHALL AT ITS SOLE DISCRETION HAVE THE RIGHT TO ENGAGE ITS OWN LEGAL COUNSEL IN CONNECTION WITH IT ACTING AS NOTE TRUSTEE UNDER THE NOTE TRUST DEED; AND 9. WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE EXISTING NOTE TRUSTEE, THE REPLACEMENT NOTE | |||||||||||||||
| TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES ARISING AS A RESULT OF ANY LOSS OR DAMAGE WHICH ANY NOTEHOLDER MAY SUFFER OR INCUR AS A RESULT OF THE EXISTING NOTE TRUSTEE, THE REPLACEMENT NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS 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 EXISTING NOTE TRUSTEE, THE REPLACEMENT NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NONE OF THE EXISTING NOTE TRUSTEE, THE REPLACEMENT NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FIRST EXTRAORDINARY RESOLUTION. CAPITALISED TERMS USED IN THIS FIRST EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 12 AUGUST 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED." | |||||||||||||||
| 2 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D 500,000,000 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 "EXISTING NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. PRIOR TO THE OCCURRENCE OF A REPAYMENT EVENT OF DEFAULT: (A) IRREVOCABLY APPROVES, UNDER CONDITION 4.1 (L) (RESTRICTIONS ON THE ISSUER) OF THE NOTES, THE COMMENCEMENT BY THE ISSUER OF ANY OBLIGOR INSOLVENCY PROCEEDINGS AND/OR FILING BY THE ISSUER OF A CLAIM IN ANY OBLIGOR 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 | Management | For | For | |||||||||||
| THE DEFENCE OF ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS AS MAY, IN THE OPINION OF THE ISSUER, BE NECESSARY AND/OR INCIDENTAL TO THE RELEVANT OBLIGOR INSOLVENCY PROCEEDINGS WITHOUT THE NEED FOR ANY FURTHER INSTRUCTIONS FROM THE NOTE TRUSTEE OR ANY OTHER PERSON AND THE OCCURRENCE OF A REPAYMENT EVENT OF DEFAULT SHALL NOT PREVENT THE ISSUER FROM CONTINUING WITH ANY OF THE FOREGOING STEPS PROVIDED THAT THE INITIAL PROOF OF CLAIM IN CONNECTION THEREWITH WAS FILED PRIOR TO THE OCCURRENCE OF A REPAYMENT EVENT OF DEFAULT; (B) IRREVOCABLY AUTHORISES, EMPOWERS AND DIRECTS (A) THE NOTE TRUSTEE 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(A) OF THIS SECOND EXTRAORDINARY RESOLUTION AND IF REQUIRED, DESIRABLE OR APPROPRIATE, BASED UPON THE ADVICE OF LOCAL COUNSEL IN THE RELEVANT JURISDICTION (AS CERTIFIED BY THE ISSUER TO THE NOTE TRUSTEE), TO SEEK AN INSTRUCTION FROM THE NOTEHOLDERS TO THE NOTE TRUSTEE, REQUIRING IT TO INSTRUCT THE SECURITY TRUSTEE (AS SECURITY TRUSTEE FOR ITSELF AND THE OTHER GENERAL SECURED PARTIES) TO EXECUTE A DEED OF PARTIAL RELEASE AND REASSIGNMENT, IN ORDER TO RELEASE, DISCHARGE AND REASSIGN ALL OF ITS RIGHTS IN RESPECT OF THE RELEVANT DEBT OBLIGATION FROM THE GENERAL SECURITY AND 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 SECOND EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE PROPOSALS REFERRED TO HEREIN; (C) IF REQUIRED, DESIRABLE OR APPROPRIATE, BASED UPON THE ADVICE OF LOCAL COUNSEL IN THE RELEVANT JURISDICTION (AS CERTIFIED BY THE ISSUER TO THE NOTE TRUSTEE) IRREVOCABLY AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO SEEK AN INSTRUCTION FROM THE NOTEHOLDERS TO THE NOTE TRUSTEE, REQUIRING IT TO INSTRUCT THE SECURITY TRUSTEE (AS SECURITY TRUSTEE FOR ITSELF AND THE OTHER GENERAL SECURED PARTIES) TO EXECUTE A DEED OF PARTIAL RELEASE AND REASSIGNMENT TO RELEASE, DISCHARGE AND REASSIGN ALL OF ITS RIGHTS IN RESPECT OF THE RELEVANT DEBT OBLIGATION ONLY FROM THE GENERAL SECURITY PURSUANT TO THE DEED OF CHARGE TO PERMIT | |||||||||||||||
| THE ISSUER TO COMMENCE, OR TO MAKE A CLAIM IN, THE RELEVANT OBLIGOR INSOLVENCY PROCEEDINGS, WHICH THE ISSUER WOULD FILE AS SOON AS IS REASONABLY PRACTICABLE; (D) INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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; (E) 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; (F) WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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 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 OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NEITHER THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS SECOND EXTRAORDINARY RESOLUTION; (G) ACKNOWLEDGES AND AGREES THAT, FOR THE AVOIDANCE OF DOUBT, THE NOTEHOLDER COMMITTEE (AS DEFINED IN PARAGRAPH 3 OF THIS SECOND EXTRAORDINARY RESOLUTION) SHALL BE | |||||||||||||||
| ENTITLED TO PROVIDE ANY INSTRUCTION (TO THE EXTENT REQUIRED BY THE ISSUER AND/OR THE NOTE TRUSTEE) IN CONNECTION WITH THE FOREGOING STEPS AND THAT THE NOTE TRUSTEE SHALL BE ENTITLED TO LIAISE WITH THE NOTEHOLDER COMMITTEE ACCORDINGLY WITHOUT BEING REQUIRED TO SEEK INSTRUCTIONS FROM THE ENTIRE CLASS OF NOTEHOLDERS WITH EACH SUCH INSTRUCTION FROM THE NOTEHOLDER COMMITTEE BEING DEEMED AN EXTRAORDINARY RESOLUTION GIVEN BY ALL NOTEHOLDERS; AND (H) 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 COMMENCES AND/OR FILES A PROOF OF CLAIM IN THE RELEVANT OBLIGOR 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 RELEVANT DEBT OBLIGATION; AND (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 RELEVANT OBLIGOR INSOLVENCY PROCEEDINGS (IT BEING ACKNOWLEDGED BY NOTEHOLDERS THAT THE ISSUER MAY MAKE SUCH DETERMINATION IN ITS SOLE DISCRETION). 2. FOLLOWING THE OCCURRENCE OF A REPAYMENT EVENT OF DEFAULT: (A) IRREVOCABLY AUTHORISES AND DIRECTS, PURSUANT TO CLAUSE 8.1 (ACTIONS, PROCEEDINGS AND INDEMNIFICATION) OF THE NOTE TRUST DEED, THE NOTE TRUSTEE (UPON BEING INDEMNIFIED AND/OR PRE-FUNDED AND/OR SECURED TO ITS SATISFACTION) TO PROMPTLY DELIVER A NOTE ACCELERATION NOTICE TO THE ISSUER; (B) IRREVOCABLY APPROVES THE FILING BY THE NOTE TRUSTEE OR, AT THE INSTRUCTION OR DIRECTION OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE (AS APPLICABLE) OF A CLAIM IN ANY OBLIGOR INSOLVENCY PROCEEDINGS AND ANY INSOLVENCY PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THE PROPOSALS REFERRED TO IN SUB-PARAGRAPH (A) ABOVE AND IRREVOCABLY APPROVES THE CONDUCT BY THE NOTE TRUSTEE OR THE SECURITY TRUSTEE (AS APPLICABLE) OF ANY FURTHER PROCEEDINGS, CLAIMS OR ACTIONS, INCLUDING THE DEFENCE OF ANY SUCH PROCEEDINGS CLAIMS OR ACTIONS AS MAY, IN THE OPINION OF THE NOTE TRUSTEE OR THE SECURITY TRUSTEE (AS APPLICABLE), BE | |||||||||||||||
| NECESSARY AND/OR INCIDENTAL TO SUCH INSOLVENCY PROCEEDINGS; (C) IRREVOCABLY AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE OR, ACTING AT THE INSTRUCTION OR DIRECTION OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE TO CONCUR IN THE PROPOSALS REFERRED TO IN THIS SECOND 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 SECOND EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE PROPOSALS REFERRED TO HEREIN; AND (D) INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE AND/OR THE SECURITY TRUSTEE IN RESPECT OF ALL LIABILITY THAT THE NOTE TRUSTEE AND/OR THE SECURITY TRUSTEE MAY INCUR UNDER THE NOTES, THE TRANSACTION DOCUMENTS OR OTHERWISE IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH THE PROPOSALS REFERRED TO IN THIS SECOND EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION. 3. APPOINTMENT AND AUTHORISATION OF NOTEHOLDER COMMITTEE: (A) IRREVOCABLY APPOINTS SANDGLASS CAPITAL ADVISORS LLC, SANCTA CAPITAL GP LTD AND VR ADVISORY SERVICES LTD, PURSUANT TO PARAGRAPH 20(E) OF SCHEDULE 3 (PROVISIONS FOR MEETINGS OF NOTEHOLDERS) OF THE NOTE TRUST DEED, AS A COMMITTEE TO REPRESENT THE INTERESTS OF THE NOTEHOLDERS (THE "NOTEHOLDER COMMITTEE") WITH AUTHORITY TO AUTHORISE, DIRECT AND INSTRUCT THE ISSUER AND/OR THE NOTE TRUSTEE IN CONNECTION WITH ANY ACTION THAT EACH OF THE ISSUER AND/OR THE NOTE TRUSTEE IS AUTHORISED TO TAKE PURSUANT TO THE SECOND EXTRAORDINARY RESOLUTION (BUT WHICH THE ISSUER OR THE NOTE TRUSTEE WOULD OTHERWISE BE UNABLE TO TAKE WITHOUT FURTHER INSTRUCTION FROM THE NOTEHOLDERS AND WHICH WOULD OTHERWISE BE GIVEN BY EXTRAORDINARY RESOLUTION) AND ACKNOWLEDGES AND AGREES THAT THE NOTE TRUSTEE SHALL BE ENTITLED TO RELY ON WRITTEN CONFIRMATION FROM STEERING COMMITTEE'S COUNSEL THAT ANY INSTRUCTION THAT PURPORTS TO HAVE BEEN ISSUED BY THE NOTEHOLDER COMMITTEE IS TO BE TREATED AS A VALID INSTRUCTION FROM THE NOTEHOLDER COMMITTEE AS A WHOLE WITHOUT | |||||||||||||||
| ENQUIRY OR LIABILITY; (B) IRREVOCABLY AUTHORISES AND DIRECTS THE NOTEHOLDER COMMITTEE IMMEDIATELY UPON THE PASSING OF THE SECOND EXTRAORDINARY RESOLUTION, TO AUTHORISE, INSTRUCT AND DIRECT THE ISSUER AND/OR CONTD | |||||||||||||||
| CONT | CONTD THE NOTE TRUSTEE TO TAKE ANY AND ALL ENFORCEMENT ACTION (OR THE NOTE-TRUSTEE TO INSTRUCT OR DIRECT THE SECURITY TRUSTEE TO TAKE SUCH ENFORCEMENT-ACTION) REQUIRED IN CONNECTION WITH ANY OBLIGOR INSOLVENCY PROCEEDINGS AND/OR-THE ENFORCEMENT OF ANY TRANSACTION DOCUMENT INCLUDING, BUT NOT LIMITED TO,-THE APPOINTMENT OF LOCAL COUNSEL IN THE RELEVANT JURISDICTION OF EACH OBLIGOR-AND/OR EACH DEBT OBLIGATION AGREEMENT (IT BEING ACKNOWLEDGED THAT THE NOTE-TRUSTEE AND/OR THE SECURITY TRUSTEE MUST FIRST BE INDEMNIFIED AND/OR SECURED- AND/OR PREFUNDED TO ITS SATISFACTION IN CONNECTION THEREWITH); (C) WITHOUT-LIMITING ANY RIGHTS OF THE NOTE TRUSTEE AND SECURITY TRUSTEE TO REFRAIN FROM-TAKING ANY PROCEEDINGS AND/OR STEPS AND/OR ACTION UNLESS AND UNTIL SUCH-PARTIES HAVE BEEN INDEMNIFIED AND/OR SECURED AND/OR PRE-FUNDED TO THEIR-SATISFACTION IN ACCORDANCE WITH THE TERMS OF THE NOTE TRUST DEED AND THE DEED-OF CHARGE (AS APPLICABLE) FOR THE AVOIDANCE OF DOUBT, ACKNOWLEDGES AND AGREES-THAT NEITHER THE NOTEHOLDER COMMITTEE NOR ANY MEMBER OF IT WILL BE UNDER AN-OBLIGATION TO MAKE PAYMENT TO ANY PARTY IN CONNECTION WITH ANY ACTION THAT IT-UNDERTAKES, AND THAT NEITHER THE NOTEHOLDER COMMITTEE NOR ANY MEMBER OF IT-SHALL BE DEEMED TO ASSUME LIABILITY FOR OR BE REQUIRED TO INDEMNIFY ANY-PERSON IN RESPECT OF ANY COST, EXPENSE, LOSS OR LIABILITY INCURRED AS A-RESULT OF SUCH PERSON ACTING IN ACCORDANCE WITH ANY AUTHORISATION, DIRECTION-OR INSTRUCTION FROM THE NOTEHOLDER COMMITTEE; (D) ACKNOWLEDGES AND AGREES-THAT NEITHER THE NOTEHOLDER COMMITTEE NOR ANY MEMBER OF IT SHALL BE UNDER AN-OBLIGATION TO EXERCISE THE AUTHORITY GRANTED UNDER THIS PARAGRAPH 3 TO GIVE-ANY AUTHORISATION, INSTRUCTION OR DIRECTION AND THAT ANY MEMBER OF THE-NOTEHOLDER COMMITTEE MAY RESIGN FROM ITS POSITION AS A MEMBER OF THE- NOTEHOLDER COMMITTEE AT ANY TIME BY WRITTEN NOTICE TO THE OTHER MEMBERS OF- THE NOTEHOLDER COMMITTEE, THE NOTE TRUSTEE AND THE ISSUER; AND (E)-INDEMNIFIES, DISCHARGES AND EXONERATES THE ISSUER IN RESPECT OF ALL LIABILITY-THAT THE ISSUER MAY | Non-Voting | |||||||||||||
| INCUR UNDER THE NOTES, THE TRANSACTION DOCUMENTS OR-OTHERWISE IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH THE PROPOSALS-REFERRED TO IN THIS SECOND EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION-INCLUDING FOLLOWING THE INSTRUCTIONS OF THE NOTEHOLDER COMMITTEE AS SET FORTH-IN SUB-PARAGRAPH (A) ABOVE 4. APPROVAL OF INCREASE OF ISSUER'S EXPENSES CAP,-STEERCO LEGAL EXPENSES CAP, EXTENSION OF END DATE AND ISSUER'S EXPENSES END-DATE AND THE RETENTION OF USD6,400,000 IN THE TRANSACTION ACCOUNT FOLLOWING-THE MATURITY DATE (A) SUBJECT TO PARAGRAPH (B) BELOW, IRREVOCABLY APPROVES-THE AMENDMENT OF THE CASH MANAGEMENT AGREEMENT AS PROVIDED FOR IN THE- SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO PROVIDE FOR THE INCREASE OF-ISSUER'S EXPENSES CAP AND STEERCO LEGAL EXPENSES CAP, THE EXTENSION OF END-DATE AND ISSUER'S EXPENSES END DATE AND THE RETENTION OF USD6,400,000 IN THE-TRANSACTION ACCOUNT FOLLOWING THE MATURITY DATE TO PAY THE ON- GOING FEES,-EXPENSES AND OTHER AMOUNTS DUE UNDER THE RETAINED AMOUNT PRIORITY OF PAYMENT,-IN EACH CASE, AS DETAILED IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT; (B)-IF THIS SECOND EXTRAORDINARY RESOLUTION IS PASSED AND HOLDERS OF THE EAP I-NOTES APPROVE AN EXTRAORDINARY RESOLUTION IN SUBSTANTIALLY THE FORM OF THIS-SECOND EXTRAORDINARY RESOLUTION (AN "EAP I EXTRAORDINARY RESOLUTION"),-IRREVOCABLY INSTRUCT THE ISSUER TO ENTER INTO AND COMPLY WITH THE TERMS OF AN-AMENDMENT TO THE PRO-RATION DEED TO ENSURE THAT THE INCREASE IN THE ISSUER'S-EXPENSES CAP, THE INCREASE IN THE STEERCO LEGAL EXPENSES CAP, THE EXTENSION-OF THE END DATE AND THE ISSUER'S EXPENSES END DATE, AS WELL AS THE PAYMENT OF-ON-GOING FEES AND EXPENSES FOLLOWING THE MATURITY DATE OUT OF THE RETAINED-AMOUNT MENTIONED IN PARAGRAPH 4(A) ABOVE ARE COVERED BY THE PRO-RATION DEED;-(C) IRREVOCABLY APPROVES, INSTRUCTS AND AUTH | |||||||||||||||
| 3 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D 500,000,000 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 "EXISTING NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. | Management | For | For | |||||||||||
| WITHOUT PREJUDICE TO ANYTHING CONTAINED IN THE FIRST EXTRAORDINARY RESOLUTION OR THE SECOND EXTRAORDINARY RESOLUTION, AUTHORISES, EMPOWERS AND DIRECTS THE ISSUER (WITHOUT REQUIRING ANY INSTRUCTION, CONSENT OR OTHER ACTION FROM THE NOTE TRUSTEE) TO ADVISE AIR SERBIA IN WRITING THAT THE ISSUER REJECTS IN FULL THE AIR SERBIA REPAYMENT PROPOSAL AND FURTHER THAT THE ISSUER EXPECTS AIR SERBIA TO REPAY ALL AMOUNTS UNDER THE AIR SERBIA LOAN AGREEMENT WHEN DUE IN ACCORDANCE WITH THE TERMS THEREOF; 2. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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 THIS THIRD EXTRAORDINARY RESOLUTION, OR ITS IMPLEMENTATION; 3. 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 THIS THIRD EXTRAORDINARY RESOLUTION AND ITS IMPLEMENTATION; 4. WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES ARISING AS A RESULT OF ANY LOSS OR DAMAGE WHICH ANY NOTEHOLDER MAY SUFFER OR INCUR AS A RESULT OF THIS THIRD EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS THIRD EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS THIRD EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS THIRD EXTRAORDINARY RESOLUTION; AND 5. IRREVOCABLY WAIVES ANY CLAIM THAT THE | |||||||||||||||
| NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES FOLLOWING THE DIRECTION IN THIS THIRD EXTRAORDINARY RESOLUTION. CAPITALISED TERMS USED IN THIS THIRD EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 12 AUGUST 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED." | |||||||||||||||
| 4 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D 500,000,000 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 "EXISTING NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. IRREVOCABLY APPROVES THE FOLLOWING AMENDMENTS TO THE NOTE TRUST DEED: A. IN LINE 1 OF PARAGRAPH 5 OF SCHEDULE 3 (PROVISIONS FOR MEETINGS OF NOTEHOLDERS) OF THE NOTE TRUST DEED, THE DELETION OF THE NUMBER "21", REPLACING IT WITH THE NUMBER "10"; B. IN LINES 9-10 OF PARAGRAPH 9 OF SCHEDULE 3 (PROVISIONS FOR MEETINGS OF NOTEHOLDERS) OF THE NOTE TRUST DEED, THE DELETION OF THE WORDS "SUCH PERIOD, BEING NOT LESS THAN 13 CLEAR DAYS NOR MORE THAN 42 CLEAR DAYS", REPLACING THEM WITH THE WORDS "SUCH PERIOD, BEING NOT LESS THAN 10 CLEAR DAYS NOR MORE THAN 42 CLEAR DAYS"; AND C. IN PARAGRAPH 10 OF SCHEDULE 3 (PROVISIONS FOR MEETINGS OF NOTEHOLDERS) OF THE NOTE TRUST DEED, THE DELETION OF THE WORDS "BUT AS IF 10 WERE SUBSTITUTED FOR 21"; 2. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE AND THE ISSUER TO CONCUR IN THE MODIFICATIONS REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH EXTRAORDINARY RESOLUTION AND, IN ORDER TO GIVE EFFECT TO AND TO IMPLEMENT THE MODIFICATIONS, FORTHWITH TO PROCURE THAT A SUPPLEMENT TO THE NOTE TRUST DEED 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 PARAGRAPH 1 OF THIS FOURTH EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE MODIFICATION REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH EXTRAORDINARY RESOLUTION; 3. INDEMNIFIES, | Management | For | For | |||||||||||
| DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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 THIS FOURTH EXTRAORDINARY RESOLUTION (INCLUDING THE MODIFICATION REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH 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 THIS FOURTH EXTRAORDINARY RESOLUTION (INCLUDING THE MODIFICATION REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH EXTRAORDINARY RESOLUTION) AND ITS IMPLEMENTATION; 5. WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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 OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES ACTING UPON THIS FOURTH EXTRAORDINARY RESOLUTION INCLUDING PARAGRAPH 1 OF THE FOURTH EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS FOURTH EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS FOURTH EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FOURTH EXTRAORDINARY RESOLUTION; AND 6. IRREVOCABLY WAIVES ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES | |||||||||||||||
| FOLLOWING THE DIRECTION IN THIS FOURTH EXTRAORDINARY RESOLUTION. CAPITALISED TERMS USED IN THIS FOURTH EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 12 AUGUST 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED." | |||||||||||||||
| 5 | "THAT THIS MEETING (THE "MEETING") OF THE NOTEHOLDERS OF THE U.S.D 500,000,000 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 "EXISTING NOTE TRUSTEE") AS TRUSTEE FOR THE NOTEHOLDERS HEREBY: 1. IRREVOCABLY APPROVES THE AMENDMENT OF THE CASH MANAGEMENT AGREEMENT AS PROVIDED FOR IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO PROVIDE FOR: A. SUBJECT TO SATISFACTION OF THE FEE PAYMENT CONDITIONS, AN AGGREGATE PAYMENT BY THE ISSUER TO THE PARTICIPATING NOTEHOLDERS (TO BE SHARED AMONGST ALL PARTICIPATING NOTEHOLDERS IN A MANNER DETERMINED BY THE PARTICIPATING NOTEHOLDERS AND NOTIFIED TO THE ISSUER ACCORDINGLY) OF A FEE EQUAL TO 1.5% OF THE AGGREGATE AMOUNT OF PRINCIPAL AND INTEREST PAID BY, OR RECOVERED FROM, A RESTRUCTURING OBLIGOR THAT IS THE SUBJECT OF AN APPROVED DEBT OBLIGATION RESTRUCTURING (OR, IF SUCH APPROVED OBLIGOR RESTRUCTURING IS EFFECTED BY WAY OF A SALE OF SUCH DEBT OBLIGATION, AN AMOUNT EQUAL TO 1.5% OF SUCH SALE PROCEEDS), SUCH FEE TO BE DISTRIBUTED TO PARTICIPATING NOTEHOLDERS ON EACH NOTE PAYMENT DATE (AS DEFINED IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT) FOLLOWING RECEIPT OF A PAYMENT BY A RESTRUCTURING OBLIGOR THAT IS THE SUBJECT OF AN APPROVED OBLIGOR RESTRUCTURING (OR, IF SUCH APPROVED OBLIGOR RESTRUCTURING IS EFFECTED BY WAY OF A SALE OF SUCH DEBT OBLIGATION, THE RELEVANT PURCHASER) ALL AS DETAILED IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT; AND B. THE RETENTION OF AN ADDITIONAL USD2,500,000 IN THE TRANSACTION ACCOUNT FOLLOWING THE MATURITY DATE TO ENSURE THE ABILITY OF THE ISSUER TO PAY ANY AMOUNTS OF THE PARTICIPATING NOTEHOLDER FEE DUE UNDER THE RETAINED AMOUNT PRIORITY OF PAYMENTS, AS DOCUMENTED IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT. 2. IRREVOCABLY | Management | For | For | |||||||||||
| 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 ABOVE PURSUANT TO THE PRE-ENFORCEMENT PRIORITY OF PAYMENTS AS MODIFIED IN ACCORDANCE WITH THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT OR THE RETAINED AMOUNT PRIORITY OF PAYMENTS (AS APPLICABLE); 3. ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS FIFTH EXTRAORDINARY RESOLUTION SHALL COMMIT ANY PARTICIPATING NOTEHOLDER TO ANY PARTICULAR COURSE OF ACTION, INCLUDING (WITHOUT LIMITATION) AGREEING OR PURSUING ANY RESCHEDULING OR RESTRUCTURING, CONTINUING TO HOLD NOTES AND/OR TAKING OR ABSTAINING FROM TAKING ANY OTHER ACTION WITH RESPECT TO THE NOTES; 4. 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 PARAGRAPH 1 OF THIS FIFTH 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 THE SUPPLEMENTAL 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 PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE MODIFICATION AND PAYMENTS REFERRED TO IN PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION; 5. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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 THIS FIFTH EXTRAORDINARY RESOLUTION (INCLUDING THE MODIFICATION AND PAYMENT REFERRED TO IN PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION) OR ITS IMPLEMENTATION, INCLUDING, IN THE CASE OF THE ISSUER AND ITS DIRECTORS, OFFICERS AND EMPLOYEES, ANY DETERMINATION REQUIRED TO BE MADE BY THE ISSUER IN CONNECTION WITH | |||||||||||||||
| THE SATISFACTION OF THE FEE PAYMENT CONDITIONS; 6. 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 THIS FIFTH EXTRAORDINARY RESOLUTION (INCLUDING THE MODIFICATION AND PAYMENTS REFERRED TO IN PARAGRAPH 4 OF THIS FIFTH EXTRAORDINARY RESOLUTION) OR ITS IMPLEMENTATION; 7. WAIVES IRREVOCABLY ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES 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 AGENTS, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES ACTING UPON THIS FIFTH EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS FIFTH EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS FIFTH EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NEITHER THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS OR THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FIFTH EXTRAORDINARY RESOLUTION; AND 8. IRREVOCABLY WAIVES ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES FOLLOWING THE DIRECTION IN THIS FIFTH EXTRAORDINARY RESOLUTION. CAPITALISED TERMS USED IN THIS FIFTH EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 12 AUGUST 2020 CONVENING THE MEETING OR THE NOTE TRUST DEED | |||||||||||||||
| CMMT | 08 SEP 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF-MEETING FROM 03 SEP 2020 TO 17 SEP 2020 AND ADDITION OF COMMENT. 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 | |||||||||||||
| CMMT | 08 SEP 2020: PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR-'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING | Non-Voting | |||||||||||||
| Vote Summary | |||||||||||||||
| AMIGO HOLDINGS PLC | |||||||||||||||
| Security | G04043108 | Meeting Type | Ordinary General Meeting | ||||||||||||
| Ticker Symbol | Meeting Date | 29-Sep-2020 | |||||||||||||
| ISIN | GB00BFFK8T45 | Agenda | 713105268 - Management | ||||||||||||
| Record Date | Holding Recon Date | 25-Sep-2020 | |||||||||||||
| City / | Country | BOURNE MOUTH | / | United Kingdom | Vote Deadline Date | 23-Sep-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 JAMES BENAMOR 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 NAYAN KISNADWALA IS REMOVED AS A DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT | Shareholder | Against | For | |||||||||||
| 3 | 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 | |||||||||||
| 4 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT GLEN CRAWFORD IS APPOINTED AS A DIRECTOR OF AMIGO LOANS LTD WITH IMMEDIATE EFFECT | Shareholder | Against | For | |||||||||||
| 5 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT GARY JENNISON IS APPOINTED AS A DIRECTOR OF AMIGO LOANS LTD WITH IMMEDIATE EFFECT | Shareholder | Against | For | |||||||||||
| 6 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT RICHARD PRICE IS APPOINTED AS A DIRECTOR OF AMIGO LOANS LTD WITH IMMEDIATE EFFECT | Shareholder | Against | For | |||||||||||
| 7 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THAT JONATHAN ROE IS APPOINTED AS A DIRECTOR OF AMIGO LOANS LTD WITH IMMEDIATE EFFECT | Shareholder | Against | For | |||||||||||
| Vote Summary | |||||||||||||||
| SAXA GRES SPA | |||||||||||||||
| Security | ADPV49300 | Meeting Type | Bond Meeting | ||||||||||||
| Ticker Symbol | Meeting Date | 05-Mar-2021 | |||||||||||||
| ISIN | IT0005418436 | Agenda | 713619089 - Management | ||||||||||||
| Record Date | 24-Feb-2021 | Holding Recon Date | 24-Feb-2021 | ||||||||||||
| City / | Country | ROMA | / | Italy | Vote Deadline Date | 25-Feb-2021 | |||||||||
| SEDOL(s) | 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 | |||||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN- INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE-REPRESENTATIVE FOR ASSISTANCE | Non-Voting | |||||||||||||
| S.1 | WAIVER TO THE PROVISIONS OF THE TERMS AND CONDITION OF THE BOND IN ORDER TO PROVIDE A CONSTRAIN WITHIN THE MORTGAGE OVER CERTAIN LANDS OF THE ISSUER AND OF ITS SUBSIDIARY SAXA GRESTONE S.P.A., AND THE CONSEQUENT TRANSFER OF SUCH LANDS TO AFFILIATE COMPANIES TO THE ISSUER OR SAXA GRESTONE S.P.A., WHOSE STOCK CAPITAL IS, OR COULD EVENTUALLY BE, ALSO HELD BY A2A AMBIENTE S.P.A | Management | For | For | |||||||||||
| S.2 | DEAL BETWEEN ALL THE CREDITORS OF THE ISSUER (INCLUDING THE BONDHOLDERS AND THE FINANCING BANKS THAT WILL GRANT TO THE ISSUER FUNDING SECURED, PARI PASSU, WITH THE SAME GUARANTEES ESTABLISHED BY THE ISSUER IN FAVOUR OF THE BONDHOLDERS) | Management | For | For | |||||||||||
| S.3 | GRANTING OF THE POWERS TO THE COMMON REPRESENTATIVE OF THE BONDHOLDERS TO EXECUTE AND PERFORM THE ITEMS ABOVE OF THE AGENDA | Management | For | For | |||||||||||
| S.4 | RESOLUTIONS RELATED THERETO | Management | For | For | |||||||||||
| S.5 | MISCELLANEOUS | Management | For | Against | |||||||||||
| CMMT | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 06 MAR 2021. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU | Non-Voting | |||||||||||||
| CMMT | 25 FEB 2021: PLEASE NOTE THAT THERE IS A MINIMUM TO VOTE : 1000 AND MULTIPLE:-1000. | Non-Voting | |||||||||||||
| CMMT | 25 FEB 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-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 | |||||||||||||
| Vote Summary | |||||||||||||||
| MPC CONTAINER SHIPS ASA | |||||||||||||||
| Security | R4S03Q110 | Meeting Type | Annual General Meeting | ||||||||||||
| Ticker Symbol | Meeting Date | 28-Apr-2021 | |||||||||||||
| ISIN | NO0010791353 | Agenda | 713837954 - Management | ||||||||||||
| Record Date | 23-Apr-2021 | Holding Recon Date | 23-Apr-2021 | ||||||||||||
| City / | Country | OSLO | / | Norway | Blocking | Vote Deadline Date | 15-Apr-2021 | ||||||||
| SEDOL(s) | BDT7F63 - BF20GN7 - BJJ0359 - BJVRC17 | Quick Code | |||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||||||
| CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | Non-Voting | |||||||||||||
| CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIREMENTS- VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU-HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU | Non-Voting | |||||||||||||
| CMMT | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING | Non-Voting | |||||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||||||
| 1 | ELECTION OF A CHAIRPERSON AND A PERSON TO COSIGN THE MINUTES | Management | For | For | |||||||||||
| 2 | APPROVAL OF THE NOTICE AND THE AGENDA | Management | For | For | |||||||||||
| 3 | APPROVAL OF THE ANNUAL ACCOUNTS AND DIRECTORS REPORT OF THE COMPANY AND THE GROUP FOR 2020, INCLUDING ALLOCATION OF THE RESULT OF THE YEAR, AS WELL AS CONSIDERATION OF THE STATEMENT ON CORPORATE GOVERNANCE | Management | For | For | |||||||||||
| 4 | APPROVAL OF THE REMUNERATION OF THE COMPANY'S AUDITOR | Management | For | For | |||||||||||
| 5 | STATEMENT REGARDING REMUNERATION FOR EXECUTIVE MANAGEMENT | Management | For | For | |||||||||||
| 6.A | ELECTION OF MEMBERS TO THE BOARD OF DIRECTOR: ULF STEPHAN HOLLANDER (CHAIRMAN) | Management | For | For | |||||||||||
| 6.B | ELECTION OF MEMBERS TO THE BOARD OF DIRECTOR: DR. AXEL OCTAVIO SCHROEDER (BOARD MEMBER) | Management | For | For | |||||||||||
| 6.C | ELECTION OF MEMBERS TO THE BOARD OF DIRECTOR: DARREN MAUPIN (BOARD MEMBER) | Management | For | For | |||||||||||
| 6.D | ELECTION OF MEMBERS TO THE BOARD OF DIRECTOR: ELLEN MERETE HANETHO (BOARD MEMBER) | Management | For | For | |||||||||||
| 6.E | ELECTION OF MEMBERS TO THE BOARD OF DIRECTOR: LAURA CARBALLO BEAUTELL (BOARD MEMBER) | Management | For | For | |||||||||||
| 7 | ELECTION OF OBSERVER TO THE BOARD OF DIRECTORS | Management | For | For | |||||||||||
| 8 | DETERMINATION OF REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021 | Management | For | For | |||||||||||
| 9 | APPROVAL OF AUTHORITY TO INCREASE THE COMPANY'S SHARE CAPITAL | Management | For | For | |||||||||||
| 10 | APPROVAL OF AUTHORITY TO TAKE UP CONVERTIBLE LOANS | Management | For | For | |||||||||||
| 11 | APPROVAL OF AUTHORITY TO ACQUIRE OWN SHARES | Management | For | For | |||||||||||
| 12 | REVERSE SHARE SPLIT | Management | For | For | |||||||||||
| 13 | RESOLUTION TO AMEND NOTICE PERIOD FOR EXTRAORDINARY GENERAL MEETINGS | Management | For | For | |||||||||||
| CMMT | 08 APR 2021: PLEASE NOTE THAT IF YOU HOLD CREST DEPOSITORY INTERESTS (CDIS)-AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED-MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT-CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE-CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE CREST SYSTEM. THE CDIS WILL BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON THE | Non-Voting | |||||||||||||
| BUSINESS DAY PRIOR TO MEETING DATE UNLESS OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE- BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS- MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION-AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE- TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST- SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY- PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU | |||||||||||||||
| CMMT | 08 APR 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-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 | |||||||||||||
| Vote Summary | |||||||||||||||
| SCORPIO TANKERS INC | |||||||||||||||
| Security | Y7542C130 | Meeting Type | Annual General Meeting | ||||||||||||
| Ticker Symbol | Meeting Date | 26-May-2021 | |||||||||||||
| ISIN | MHY7542C1306 | Agenda | 713941498 - Management | ||||||||||||
| Record Date | 06-Apr-2021 | Holding Recon Date | 06-Apr-2021 | ||||||||||||
| City / | Country | TBD | / | Marshall Islands | Vote Deadline Date | 12-May-2021 | |||||||||
| SEDOL(s) | BHXD297 - BJ2KZR2 - BL0L980 | Quick Code | |||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN'-ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.3. THANK YOU | Non-Voting | |||||||||||||
| 1.1 | ELECT DIRECTOR: ROBERT BUGBEE | Management | For | For | |||||||||||
| 1.2 | ELECT DIRECTOR: JOSE TARRUELLA | Management | For | For | |||||||||||
| 1.3 | ELECT DIRECTOR: REIDAR BREKKE | Management | For | For | |||||||||||
| 2 | RATIFY PRICEWATERHOUSECOOPERS AUDIT AS AUDITORS | Management | For | For | |||||||||||
| Vote Summary | |||||||||||||||
| DIGNITY PLC | |||||||||||||||
| Security | G2871S194 | Meeting Type | Annual General Meeting | ||||||||||||
| Ticker Symbol | Meeting Date | 23-Jun-2021 | |||||||||||||
| ISIN | GB00BRB37M78 | Agenda | 714241558 - Management | ||||||||||||
| Record Date | Holding Recon Date | 21-Jun-2021 | |||||||||||||
| City / | Country | BIRMING HAM | / | United Kingdom | Vote Deadline Date | 17-Jun-2021 | |||||||||
| SEDOL(s) | BFM0LQ5 - BKSG430 - BRB37M7 - BSFWP34 | Quick Code | |||||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||||||
| 1 | TO RECEIVE THE REPORT AND ACCOUNTS FOR THE 52 WEEKS ENDED 25 DECEMBER 2020 | Management | For | For | |||||||||||
| 2 | TO APPROVE THE DIRECTORS REMUNERATION REPORT FOR THE 52 WEEKS ENDED 25 DECEMBER 2020 | Management | For | For | |||||||||||
| 3 | TO RE-ELECT DEAN MOORE AS A DIRECTOR | Management | For | For | |||||||||||
| 4 | TO ELECT ANDREW JUDD AS A DIRECTOR | Management | For | For | |||||||||||
| 5 | TO ELECT GARY CHANNON AS A DIRECTOR | Management | For | For | |||||||||||
| 6 | TO RE-APPOINT ERNST AND YOUNG LLP AS AUDITORS | Management | For | For | |||||||||||
| 7 | TO AUTHORISE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION | Management | For | For | |||||||||||
| 8 | TO GRANT THE DIRECTORS AUTHORITY TO ALLOT RELEVANT SECURITIES | Management | For | For | |||||||||||
| 9 | TO DISAPPLY THE PRE-EMPTION RIGHTS CONTAINED IN SECTION 561 1 OF THE COMPANIES ACT 2006 | Management | For | For | |||||||||||
| 10 | TO DISAPPLY PRE-EMPTION RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT | Management | For | For | |||||||||||
| 11 | TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF 5.002.521 ORDINARY SHARES PURSUANT TO SECTION 701 OF THE COMPANIES ACT 2006 | Management | For | For | |||||||||||
| 12 | TO AUTHORISE THE COMPANY TO HOLD GENERAL MEETINGS OTHER THAN AGMS 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 | BlueBay Destra International Event-Driven Credit Fund |
| By (Signature and Title)* | /s/ Robert Watson | |
| Robert Watson, President | ||
| (principal executive officer) |
| Date | August 20, 2021 |
*Print the name and title of each signing officer under his or her signature.