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, 2022 – June 30, 2023
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, 2022 TO JUNE 30, 2023
Item 1: Proxy Voting Record
Registrant: BlueBay Destra International Event-Driven Credit Fund
| Company Name | Primary Ticker Symbol | Security ID | Meeting Type | Meeting Date | Record Date | Proposal Label | Proposal Number | Proposal Short Text | Proposal Long Text | Recommended Vote | Account Name | Internal Account Number | Vote |
| SHELF DRILLING LTD | G23627105 | Annual General Meeting | 31-Aug-2022 | 26-Aug-2022 | 2 | 2 | Management Proposal | APPROVE ISSUANCE OF 50 MILLION SHARES WITHOUT PREEMPTIVE RIGHTS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| EA PARTNERS II B.V. | N2830TAA1 | Bond Meeting | 29-Sep-2022 | 31-Aug-2022 | 1 | 1 | Management Proposal | THAT, SUBJECT TO EACH OF THE OTHER EXTRAORDINARY RESOLUTIONS PROPOSED IN THE NOTICE OF THIS MEETING DATED 13 SEPTEMBER 2022 BEING PASSED, THIS MEETING (THE “MEETING”) OF THE NOTEHOLDERS OF THE U.S.USD500,000,000 6.750% 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”) AND ORIGINALLY MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED AS THE NOTE TRUSTEE (THE “FORMER NOTE TRUSTEE”) AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL NOTE TRUST DEED DATED 25 SEPTEMBER 2020 (AS FURTHER AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, THE “NOTE TRUST DEED”) (THE FORMER NOTE TRUSTEE WAS REPLACED BY GLAS TRUSTEES LIMITED (THE “NOTE TRUSTEE”) WITH EFFECT FROM 11 JANUARY 2021 AND REFERENCES TO THE NOTE TRUSTEE HEREIN SHALL BE CONSTRUED ACCORDINGLY) HEREBY:1. IRREVOCABLY APPROVES, ACKNOWLEDGES AND AGREES THAT: (A) EACH AIR BERLIN AND ALITALIA DEBT OBLIGATION SALE; AND (B) THE AIR SEYCHELLES DEBT OBLIGATION SALE SHALL EACH CONSTITUTE A DEBT OBLIGATION RESTRUCTURING AND ALSO CONSTITUTE AN APPROVED OBLIGOR RESTRUCTURING (IN EACH CASE FOR THE PURPOSES OF AND AS DEFINED IN THE CASH MANAGEMENT AGREEMENT); 2. IRREVOCABLY APPROVES, ACKNOWLEDGES AND AGREES THAT THE PARTICIPATING NOTEHOLDER FEE SHALL BE PAID ON THE FINAL DISTRIBUTION DATE AND IRREVOCABLY APPROVES THE MODIFICATION OF THE CASH MANAGEMENT AGREEMENT AS PROVIDED FOR IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO PROVIDE FOR THE PAYMENT OF THE PARTICIPATING NOTEHOLDER FEE ON THE FINAL DISTRIBUTION DATE; 3. IRREVOCABLY ACKNOWLEDGES AND AGREES THAT THE REMAINING BALANCE OF THE PARTICIPATING NOTEHOLDER FEE RESERVE AMOUNT (AFTER DISTRIBUTION OR PAYMENT OF ANY PARTICIPATING NOTEHOLDER FEE IN ACCORDANCE WITH THE TERMS OF THE CASH MANAGEMENT AGREEMENT) SHALL CONSTITUTE THE REMAINING AND UNUSED PORTION OF THE PARTICIPATING NOTEHOLDER FEE RESERVE AMOUNT REFERRED TO IN CLAUSE 7.8(G) OF THE CASH MANAGEMENT AGREEMENT AND SHALL BE PAID TO THE NOTEHOLDERS AS THE SUMS STANDING TO THE CREDIT OF THE RETENTION LEDGER TO BE APPLIED IN ACCORDANCE WITH THE RETAINED AMOUNT PRIORITY OF PAYMENTS (AS MODIFIED IN ACCORDANCE WITH THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT) ON THE FINAL DISTRIBUTION DATE AND AS CONTEMPLATED UNDER CLAUSE 7.8(G) OF THE CASH MANAGEMENT AGREEMENT, SUBJECT TO THE DEDUCTION AND NETTING ARRANGEMENTS CONTEMPLATED UNDER THE FOURTH EXTRAORDINARY RESOLUTION AND THE FIFTH EXTRAORDINARY RESOLUTION; 4. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO CONCUR IN AND TO DIRECT THE SECURITY TRUSTEE TO CONCUR IN THE MODIFICATIONS REFERRED TO IN PARAGRAPHS 2 AND 3 OF THIS FIRST 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 BY DOING SO THEREBY INSTRUCTING THE AGENTS A PARTY TO THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO EXECUTE IT, AND TO CONCUR IN, AND TO EXECUTE AND DO, AND DIRECT THE SECURITY TRUSTEE 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 PARAGRAPHS 2 AND 3 OF THIS FIRST EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE MODIFICATIONS REFERRED TO IN PARAGRAPHS 2 AND 3 OF THIS FIRST EXTRAORDINARY RESOLUTION; 5. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER, THE NOTEHOLDER COMMITTEE, ANY PARTICIPATING NOTEHOLDER AND THEIR RESPECTIVE 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 FIRST EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION; 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 FIRST 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, THE NOTEHOLDER COMMITTEE, ANY PARTICIPATING NOTEHOLDER OR THEIR RESPECTIVE 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, THE NOTEHOLDER COMMITTEE, ANY PARTICIPATING NOTEHOLDER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES ACTING UPON 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 AGENTS, THE ISSUER, THE NOTEHOLDER COMMITTEE, ANY PARTICIPATING NOTEHOLDER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER, THE NOTEHOLDER COMMITTEE OR ANY PARTICIPATING NOTEHOLDER, OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FIRST EXTRAORDINARY RESOLUTION; AND 8. IRREVOCABLY WAIVES ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER, THE NOTEHOLDER COMMITTEE, ANY PARTICIPATING NOTEHOLDER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES FOLLOWING THE DIRECTION IN, OR ANY DIRECTION FROM ANY OF THEM RESULTING FROM, THIS FIRST EXTRAORDINARY RESOLUTION AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD, AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER, THE NOTEHOLDER COMMITTEE OR ANY PARTICIPATING NOTEHOLDER, OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO, ANY PERSON FOR FOLLOWING ANY DIRECTION IN, OR ANY DIRECTION FROM ANY OF THEM RESULTING FROM, 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 30 AUGUST 2022 CONVENING THE MEETING, THE NOTE TRUST DEED (INCLUDING THE CONDITIONS) OR THE CASH MANAGEMENT AGREEMENT | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| EA PARTNERS II B.V. | N2830TAA1 | Bond Meeting | 29-Sep-2022 | 31-Aug-2022 | 2 | 2 | Management Proposal | THAT, SUBJECT TO EACH OF THE OTHER EXTRAORDINARY RESOLUTIONS PROPOSED IN THE NOTICE OF THIS MEETING DATED 13 SEPTEMBER 2022 BEING PASSED, THIS MEETING (THE “MEETING”) OF THE NOTEHOLDERS OF THE U.S.USD500,000,000 6.750% 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”) AND ORIGINALLY MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED AS THE NOTE TRUSTEE (THE “FORMER NOTE TRUSTEE”) AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL NOTE TRUST DEED DATED 25 SEPTEMBER 2020 (AS FURTHER AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, THE “NOTE TRUST DEED”) (THE FORMER NOTE TRUSTEE WAS REPLACED BY GLAS TRUSTEES LIMITED (THE “NOTE TRUSTEE”) WITH EFFECT FROM 11 JANUARY 2021 AND REFERENCES TO THE NOTE TRUSTEE HEREIN SHALL BE CONSTRUED ACCORDINGLY) HEREBY: 1. SUBJECT TO PARAGRAPH 2 BELOW, IRREVOCABLY APPROVES THE MODIFICATION OF THE CASH MANAGEMENT AGREEMENT AS PROVIDED FOR IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO PROVIDE FOR THE PAYMENT ON THE FINAL DISTRIBUTION DATE OF THE FULL AMOUNT OF ALL UNPAID FEES, COSTS, EXPENSES AND DISBURSEMENTS (TOGETHER WITH ANY VALUE ADDED TAX OR OTHER TAXES OF A SIMILAR NATURE PAYABLE THEREON) OF ANY LEGAL ADVISERS (INCLUDING LOCAL COUNSEL IN ANY JURISDICTION) TO THE STEERING COMMITTEE, WHICH HAVE BEEN ACCRUED, PROPERLY INCURRED AND NOTIFIED TO THE ISSUER BY SUCH LEGAL ADVISERS, IF APPLICABLE, WHETHER ACCRUED OR INCURRED ON, PRIOR TO, OR SUBSEQUENT TO, THE DATE OF THIS SECOND EXTRAORDINARY RESOLUTION (COLLECTIVELY, THE “STEERING COMMITTEE OUTSTANDING FEES”) UP TO A MAXIMUM AMOUNT OF USD325,000 (THE “STEERING COMMITTEE ADDITIONAL FEES MAXIMUM AMOUNT”); 2. 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 THE PRO-RATION AMENDMENT DEED AND TO ENSURE THAT THE PAYMENT OF ANY AND ALL STEERING COMMITTEE OUTSTANDING FEES, REFERRED TO IN PARAGRAPH 1 ABOVE, UP TO THE STEERING COMMITTEE ADDITIONAL FEES MAXIMUM AMOUNT, OUT OF THE RETAINED AMOUNT ARE COVERED BY THE PRO-RATION DEED (AS AMENDED BY THE PRO-RATION AMENDMENT DEED); 3. IRREVOCABLY APPROVES, INSTRUCTS AND AUTHORISES THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE TO INSTRUCT THE CASH MANAGER (WHO, IN TURN, SHALL ACCORDINGLY INSTRUCT THE ACCOUNT AGENT TO INSTRUCT THE ACCOUNT BANK) TO PAY ON THE FINAL DISTRIBUTION DATE, ALL STEERING COMMITTEE OUTSTANDING FEES, UP TO THE STEERING COMMITTEE ADDITIONAL FEES MAXIMUM AMOUNT, PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS, AS MODIFIED IN ACCORDANCE WITH THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT; 4. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO CONCUR IN AND TO DIRECT THE SECURITY TRUSTEE TO CONCUR IN THE MODIFICATION AND PAYMENTS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND 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 BY DOING SO THEREBY INSTRUCTING THE AGENTS A PARTY TO THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO EXECUTE IT, AND TO CONCUR IN, AND TO EXECUTE AND DO, AND DIRECT THE SECURITY TRUSTEE 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 SECOND EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE MODIFICATION AND PAYMENTS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION AND/OR THE PRO-RATION REFERRED TO IN PARAGRAPH 2 OF THIS SECOND 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 SECOND EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, THE PAYMENTS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION), THE PRO-RATION REFERRED TO IN PARAGRAPH 2 OF THIS SECOND EXTRAORDINARY RESOLUTION, OR ITS IMPLEMENTATION; 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 SECOND EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, THE PAYMENTS REFERRED TO IN PARAGRAPH 1 OF THIS SECOND EXTRAORDINARY RESOLUTION, THE PRO-RATION REFERRED TO IN PARAGRAPH 2 OF THIS SECOND 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 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 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 NOR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS SECOND 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 RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES FOLLOWING THE DIRECTION IN, OR ANY DIRECTION FROM, ANY OF THEM RESULTING FROM THIS SECOND EXTRAORDINARY RESOLUTION, AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD, AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR FOLLOWING ANY DIRECTION IN, OR ANY DIRECTION FROM, ANY OF THEM RESULTING FROM THIS SECOND EXTRAORDINARY RESOLUTION. CAPITALISED TERMS USED IN THIS SECOND EXTRAORDINARY RESOLUTION AND NOT DEFINED HAVE THE MEANING GIVEN TO THEM IN THE NOTICE TO NOTEHOLDERS DATED 30 AUGUST 2022 CONVENING THE MEETING OR THE NOTE TRUST DEED (INCLUDING THE CONDITIONS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| EA PARTNERS II B.V. | N2830TAA1 | Bond Meeting | 29-Sep-2022 | 31-Aug-2022 | 3 | 3 | Management Proposal | THAT, SUBJECT TO EACH OF THE OTHER EXTRAORDINARY RESOLUTIONS PROPOSED IN THE NOTICE OF THIS MEETING DATED 13 SEPTEMBER 2022 BEING PASSED, THIS MEETING (THE “MEETING”) OF THE NOTEHOLDERS OF THE U.S.USD500,000,000 6.750% 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”) AND ORIGINALLY MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED AS THE NOTE TRUSTEE (THE “FORMER NOTE TRUSTEE”) AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL NOTE TRUST DEED DATED 25 SEPTEMBER 2020 (AS FURTHER AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, THE “NOTE TRUST DEED”) (THE FORMER NOTE TRUSTEE WAS REPLACED BY GLAS TRUSTEES LIMITED (THE “NOTE TRUSTEE”) WITH EFFECT FROM 11 JANUARY 2021 AND REFERENCES TO THE NOTE TRUSTEE HEREIN SHALL BE CONSTRUED ACCORDINGLY) HEREBY: 1. IRREVOCABLY RESOLVES, DECLARES AND CONFIRMS THAT THE COMPLETION OF THE AIR BERLIN AND ALITALIA DEBT OBLIGATION SALE AND THE AIR SEYCHELLES DEBT OBLIGATION SALE TOGETHER REPRESENT THE FULL RECOVERY OF ALL AMOUNTS RECOVERABLE IN RESPECT OF THE DEBT OBLIGATIONS; 2. IRREVOCABLY RESOLVES, DECLARES AND CONFIRMS THAT, AFTER GIVING EFFECT TO THE FINAL DISTRIBUTION DATE DISTRIBUTION, THE ISSUER WILL NOT HOLD ANY MORE ASSETS OF VALUE AND, AS A CONSEQUENCE, IN ACCORDANCE WITH CONDITION 14.1 OF THE NOTES, ALL CLAIMS AGAINST THE ISSUER TO RECOVER ANY SUM STILL UNPAID IN RESPECT OF THE NOTES OR THE OTHER GENERAL SECURED OBLIGATIONS TO THE GENERAL SECURED PARTIES AND ALL CLAIMS AGAINST THE ISSUER IN RESPECT OF SUCH SUMS UNPAID SHALL BE EXTINGUISHED AND ANY STILL-OUTSTANDING NOTES WILL BE CANCELLED BY THE ISSUER; 3. IRREVOCABLY RESOLVES AND AGREES TO THE MODIFICATION OF THE DEFINITION OF FINAL DISTRIBUTION DATE IN ORDER TO PERMIT SUCH FINAL DISTRIBUTION DATE TO FALL ON ANY DAY THAT IS A BUSINESS DAY (WITHOUT A REQUIREMENT FOR SUCH BUSINESS DAY TO ALSO BE A NOTE PAYMENT DATE) ON WHICH BOTH: (I) ALL AMOUNTS RECOVERABLE IN RESPECT OF THE DEBT OBLIGATIONS OWED BY AIR BERLIN, ALITALIA AND AIR SEYCHELLES HAVE BEEN RECOVERED (WHETHER THROUGH THE ENFORCEMENT OF THE GENERAL SECURITY AND REALISATION OF THE GENERAL SECURED ASSETS OR OTHERWISE), AND (II) AN AMOUNT EQUAL TO (A) THE AMOUNT OF MONEYS THEN STANDING TO THE CREDIT OF THE RETENTION LEDGER WHICH ARE AVAILABLE FOR DISTRIBUTION TO THE NOTEHOLDERS PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS LESS (B) THE ISSUER RETAINED AMOUNT, THE NOTE TRUSTEE RETAINED AMOUNT AND THE SECURITY TRUSTEE RETAINED AMOUNT, HAVE BEEN DISTRIBUTED (IN THE CASE OF (I) ABOVE) OR IS AVAILABLE TO BE DISTRIBUTED (IN THE CASE OF (II) ABOVE) BY THE CASH MANAGER ACTING ON THE INSTRUCTION OF THE SECURITY TRUSTEE ITSELF ACTING ON THE INSTRUCTION OF THE NOTE TRUSTEE TO THE NOTEHOLDERS, IN EACH CASE, IN ACCORDANCE WITH THE TERMS OF (AS APPLICABLE) THE NOTE TRUST DEED, THE DEED OF CHARGE OR THE CASH MANAGEMENT AGREEMENT (AS MAY BE AMENDED AND/OR SUPPLEMENTED); 4. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO CONCUR AND TO DIRECT THE SECURITY TRUSTEE TO CONCUR IN THE MODIFICATIONS REFERRED TO IN PARAGRAPH 2 OF THIS THIRD 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 BY DOING SO THEREBY INSTRUCTING THE AGENTS A PARTY TO THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO EXECUTE IT, AND TO CONCUR IN, AND TO EXECUTE AND DO, AND IN THE CASE OF THE NOTE TRUSTEE DIRECT THE SECURITY TRUSTEE 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 THE IMPLEMENTATION OF THE MODIFICATIONS REFERRED TO IN PARAGRAPH 2 OF THIS THIRD EXTRAORDINARY RESOLUTION; 5. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS AND THE ISSUER TO CONCUR IN ALL SUCH OTHER ACTS AND THINGS AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE TO CARRY OUT AND GIVE EFFECT TO PARAGRAPH 1 OF THIS THIRD EXTRAORDINARY RESOLUTION, PARAGRAPH 2 OF THIS THIRD EXTRAORDINARY RESOLUTION AND PARAGRAPH 3 OF THIS THIRD EXTRAORDINARY RESOLUTION; 6. 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 THIRD EXTRAORDINARY RESOLUTION OR 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 THIS THIRD EXTRAORDINARY RESOLUTION OR ITS IMPLEMENTATION; 8. 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 THIRD EXTRAORDINARY RESOLUTION (INCLUDING PARAGRAPH 1 OF THIS THIRD EXTRAORDINARY RESOLUTION, PARAGRAPH 2 OF THIS THIRD EXTRAORDINARY RESOLUTION AND PARAGRAPH 3 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 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 NOR THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS THIRD EXTRAORDINARY RESOLUTION; AND 9. IRREVOCABLY WAIVES ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES FOLLOWING THE DIRECTION IN, OR ANY DIRECTION FROM ANY OF THEM RESULTING FROM, THIS THIRD EXTRAORDINARY RESOLUTION AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD, AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR FOLLOWING ANY DIRECTION IN, OR ANY DIRECTION FROM, ANY OF THEM RESULTING FROM 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 30 AUGUST 2022 CONVENING THE MEETING OR THE NOTE TRUST DEED (INCLUDING THE CONDITIONS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| EA PARTNERS II B.V. | N2830TAA1 | Bond Meeting | 29-Sep-2022 | 31-Aug-2022 | 4 | 4 | Management Proposal | THAT, SUBJECT TO EACH OF THE OTHER EXTRAORDINARY RESOLUTIONS PROPOSED IN THE NOTICE OF THIS MEETING DATED 13 SEPTEMBER 2022 BEING PASSED, THIS MEETING (THE “MEETING”) OF THE NOTEHOLDERS OF THE U.S.USD500,000,000 6.750% 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”) AND ORIGINALLY MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED AS THE NOTE TRUSTEE (THE “FORMER NOTE TRUSTEE”) AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL NOTE TRUST DEED DATED 25 SEPTEMBER 2020 (AS FURTHER AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, THE “NOTE TRUST DEED”) (THE FORMER NOTE TRUSTEE WAS REPLACED BY GLAS TRUSTEES LIMITED (THE “NOTE TRUSTEE”) WITH EFFECT FROM 11 JANUARY 2021 AND REFERENCES TO THE NOTE TRUSTEE HEREIN SHALL BE CONSTRUED ACCORDINGLY) HEREBY: 1. (A) IRREVOCABLY APPROVES AND AUTHORISES THE RETENTION OF THE ISSUER RETAINED AMOUNT BY THE ISSUER BY WAY OF DEDUCTION FROM THE MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER TO BE DISTRIBUTED TO NOTEHOLDERS ON THE FINAL DISTRIBUTION DATE AND CREDIT TO THE ISSUER’S OPERATING EXPENSES ACCOUNT AND IRREVOCABLY INSTRUCTS AND AUTHORISES THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE TO INSTRUCT THE CASH MANAGER (WHO, IN TURN, SHALL ACCORDINGLY INSTRUCT THE ACCOUNT AGENT TO INSTRUCT THE ACCOUNT BANK) TO PAY TO THE ISSUER FROM THE MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER AN AMOUNT EQUAL TO THE ISSUER RETAINED AMOUNT TO BE HELD PURSUANT TO THE TERMS OF THE ISSUER RETENTION DEED POLL; (B) IRREVOCABLY RESOLVES AND AGREES TO THE MODIFICATION OF THE RETAINED AMOUNT PRIORITY OF PAYMENTS AS SET OUT IN PART 3 OF SCHEDULE 4 TO THE CASH MANAGEMENT AGREEMENT AS PROVIDED FOR IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO PROVIDE FOR SUCH PAYMENT TO BE MADE TO THE ISSUER BY DEDUCTION OF THE AMOUNT STANDING TO THE CREDIT OF THE RETENTION LEDGER AND CREDIT TO THE ISSUER’S OPERATING EXPENSES ACCOUNT IMMEDIATELY PRIOR TO PAYMENT OF SUCH AMOUNT PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS ON THE FINAL DISTRIBUTION DATE; AND (C) IRREVOCABLY APPROVES THE TERMS OF THE ISSUER RETENTION DEED POLL TO PROVIDE FOR THE TERMS OF RETENTION AND RELEASE OF THE ISSUER RETAINED AMOUNT AND INSTRUCTS AND AUTHORISES THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE TO INSTRUCT THE ISSUER TO EXECUTE THE ISSUER RETENTION DEED POLL; 2. IRREVOCABLY ACKNOWLEDGES AND AGREES THAT THE PAYMENTS THAT ARE TO BE MADE TO NOTEHOLDERS SHALL BE PAID PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS ON A NET BASIS SUCH THAT NOTEHOLDERS WILL RESPECTIVELY RECEIVE ON THE FINAL DISTRIBUTION DATE AN AMOUNT EQUAL TO (A) THE AMOUNT OF MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER WHICH ARE AVAILABLE FOR DISTRIBUTION TO THE NOTEHOLDERS PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS PLUS (B) THE ORIGINAL NOTE TRUSTEE RETENTION AMOUNT REMAINDER LESS (B) THE ISSUER RETAINED AMOUNT; 3. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO CONCUR AND TO DIRECT THE SECURITY TRUSTEE 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 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 BY DOING SO THEREBY INSTRUCTING THE AGENTS A PARTY TO THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO EXECUTE IT, AND TO CONCUR IN, AND TO EXECUTE AND DO, AND IN THE CASE OF THE NOTE TRUSTEE DIRECT THE SECURITY TRUSTEE 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 THE IMPLEMENTATION OF THE MODIFICATIONS REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH EXTRAORDINARY RESOLUTION; 4. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS AND THE ISSUER TO CONCUR AND DIRECTS THE NOTE TRUSTEE TO DIRECT THE SECURITY TRUSTEE TO DIRECT THE CASH MANAGER (WHO, IN TURN, SHALL DIRECT THE ACCOUNT AGENT TO DIRECT THE ACCOUNT BANK) AND THE ISSUER (AS APPLICABLE) TO CONCUR IN THE TRANSFERS, PAYMENTS AND DISTRIBUTIONS REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH EXTRAORDINARY RESOLUTION AND TO CONCUR IN ALL SUCH OTHER ACTS AND THINGS AS MAY BE NECESSARY, DESIRABLE OR APPROPRIATE TO CARRY OUT AND GIVE EFFECT TO PARAGRAPH 1 OF THIS FOURTH 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 FOURTH EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, THE TRANSFERS, PAYMENTS AND DISTRIBUTIONS REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH EXTRAORDINARY RESOLUTION), OR ITS IMPLEMENTATION; 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 FOURTH EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, THE TRANSFERS, PAYMENTS AND DISTRIBUTIONS REFERRED TO IN PARAGRAPH 1 OF THIS FOURTH 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 FOURTH EXTRAORDINARY RESOLUTION (INCLUDING PARAGRAPH 1 OF THIS 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 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 NOR THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FOURTH 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 RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES FOLLOWING THE DIRECTION IN, OR ANY DIRECTION FROM ANY OF THEM RESULTING FROM, THIS FOURTH EXTRAORDINARY RESOLUTION AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD, AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR FOLLOWING ANY DIRECTION IN, OR ANY DIRECTION FROM, ANY OF THEM RESULTING FROM 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 30 AUGUST 2022 CONVENING THE MEETING OR THE NOTE TRUST DEED (INCLUDING THE CONDITIONS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| EA PARTNERS II B.V. | N2830TAA1 | Bond Meeting | 29-Sep-2022 | 31-Aug-2022 | 5 | 5 | Management Proposal | THAT, SUBJECT TO EACH OF THE OTHER EXTRAORDINARY RESOLUTIONS PROPOSED IN THE NOTICE OF THIS MEETING DATED 13 SEPTEMBER 2022 BEING PASSED, THIS MEETING (THE “MEETING”) OF THE NOTEHOLDERS OF THE U.S.USD500,000,000 6.750% 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”) AND ORIGINALLY MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED AS THE NOTE TRUSTEE (THE “FORMER NOTE TRUSTEE”) AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL NOTE TRUST DEED DATED 25 SEPTEMBER 2020 (AS FURTHER AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, THE “NOTE TRUST DEED”) (THE FORMER NOTE TRUSTEE WAS REPLACED BY GLAS TRUSTEES LIMITED (THE “NOTE TRUSTEE”) WITH EFFECT FROM 11 JANUARY 2021 AND REFERENCES TO THE NOTE TRUSTEE HEREIN SHALL BE CONSTRUED ACCORDINGLY) HEREBY: 1. (A) IRREVOCABLY APPROVES AND AUTHORISES THE PAYMENT TO THE NOTE TRUSTEE OF THE NOTE TRUSTEE RETAINED AMOUNT BY WAY OF DEDUCTION FROM THE MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER TO BE DISTRIBUTED TO THE NOTEHOLDERS ON THE FINAL DISTRIBUTION DATE AND IRREVOCABLY INSTRUCTS AND AUTHORISES THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE TO INSTRUCT THE CASH MANAGER (WHO, IN TURN, SHALL ACCORDINGLY INSTRUCT THE ACCOUNT AGENT TO INSTRUCT THE ACCOUNT BANK) TO PAY TO THE NOTE TRUSTEE FROM THE MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER AN AMOUNT EQUAL TO THE NOTE TRUSTEE RETAINED AMOUNT TO BE HELD PURSUANT TO THE TERMS OF THE NOTE TRUSTEE RETENTION DEED POLL; (B) IRREVOCABLY RESOLVES AND AGREES TO THE MODIFICATION OF THE RETAINED AMOUNT PRIORITY OF PAYMENTS AS SET OUT IN PART 3 OF SCHEDULE 4 TO THE CASH MANAGEMENT AGREEMENT AS PROVIDED FOR IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO PROVIDE FOR SUCH PAYMENT TO BE MADE TO THE NOTE TRUSTEE BY DEDUCTION OF THE AMOUNT STANDING TO THE CREDIT OF THE RETENTION LEDGER IMMEDIATELY PRIOR TO PAYMENT OF SUCH AMOUNT PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS ON THE FINAL DISTRIBUTION DATE; AND (C) IRREVOCABLY APPROVES THE TERMS OF THE NOTE TRUSTEE RETENTION DEED POLL TO PROVIDE FOR THE TERMS OF RETENTION AND RELEASE OF THE NOTE TRUSTEE RETAINED AMOUNT AND INSTRUCTS AND AUTHORISES THE NOTE TRUSTEE TO EXECUTE THE NOTE TRUSTEE RETENTION DEED POLL; 2. (A) IRREVOCABLY APPROVES AND AUTHORISES THE PAYMENT TO THE SECURITY TRUSTEE OF THE SECURITY TRUSTEE RETAINED AMOUNT BY WAY OF DEDUCTION FROM THE MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER TO BE DISTRIBUTED TO NOTEHOLDERS ON THE FINAL DISTRIBUTION DATE AND IRREVOCABLY INSTRUCTS AND AUTHORISES THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE TO INSTRUCT THE CASH MANAGER (WHO, IN TURN, SHALL ACCORDINGLY INSTRUCT THE ACCOUNT AGENT TO INSTRUCT THE ACCOUNT BANK) TO PAY TO THE SECURITY TRUSTEE FROM THE MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER AN AMOUNT EQUAL TO THE SECURITY TRUSTEE RETAINED AMOUNT TO BE HELD PURSUANT TO THE TERMS OF THE SECURITY TRUSTEE RETENTION DEED POLL; (B) IRREVOCABLY RESOLVES AND AGREES TO THE MODIFICATION OF THE RETAINED AMOUNT PRIORITY OF PAYMENTS AS SET OUT IN PART 3 OF SCHEDULE 4 TO THE CASH MANAGEMENT AGREEMENT AS PROVIDED FOR IN THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO PROVIDE FOR SUCH PAYMENT TO BE MADE TO THE SECURITY TRUSTEE BY DEDUCTION OF THE AMOUNT STANDING TO THE CREDIT OF THE RETENTION LEDGER IMMEDIATELY PRIOR TO PAYMENT OF SUCH AMOUNT PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS ON THE FINAL DISTRIBUTION DATE; AND (C) IRREVOCABLY APPROVES THE TERMS OF THE SECURITY TRUSTEE RETENTION DEED POLL TO PROVIDE FOR THE TERMS OF RETENTION AND RELEASE OF THE SECURITY TRUSTEE RETAINED AMOUNT AND INSTRUCTS AND AUTHORISES THE NOTE TRUSTEE TO INSTRUCT THE SECURITY TRUSTEE TO EXECUTE THE SECURITY TRUSTEE RETENTION DEED POLL; 3. IRREVOCABLY ACKNOWLEDGES AND AGREES THAT THE PAYMENTS THAT ARE TO BE MADE TO NOTEHOLDERS SHALL BE PAID PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS ON A NET BASIS SUCH THAT NOTEHOLDERS WILL RESPECTIVELY RECEIVE ON THE FINAL DISTRIBUTION DATE AN AMOUNT EQUAL TO (A) THE AMOUNT OF MONEYS STANDING TO THE CREDIT OF THE RETENTION LEDGER WHICH ARE AVAILABLE FOR DISTRIBUTION TO THE NOTEHOLDERS PURSUANT TO THE RETAINED AMOUNT PRIORITY OF PAYMENTS PLUS (B) THE ORIGINAL NOTE TRUSTEE RETENTION AMOUNT REMAINDER LESS (B) THE NOTE TRUSTEE RETAINED AMOUNT AND THE SECURITY TRUSTEE RETAINED AMOUNT; 4. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE TO CONCUR AND TO DIRECT THE SECURITY TRUSTEE TO CONCUR IN THE MODIFICATIONS REFERRED TO IN PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND PARAGRAPH 2 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 BY DOING SO THEREBY INSTRUCTING THE AGENTS A PARTY TO THE SUPPLEMENTAL CASH MANAGEMENT AGREEMENT TO EXECUTE IT, AND TO CONCUR IN, AND TO EXECUTE AND DO, AND IN THE CASE OF THE NOTE TRUSTEE DIRECT THE SECURITY TRUSTEE 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 THE IMPLEMENTATION OF THE MODIFICATIONS REFERRED TO IN PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND PARAGRAPH 2 OF THIS FIFTH EXTRAORDINARY RESOLUTION; 5. AUTHORISES, EMPOWERS AND DIRECTS THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS AND THE ISSUER TO CONCUR AND DIRECTS THE NOTE TRUSTEE TO DIRECT THE SECURITY TRUSTEE TO DIRECT THE CASH MANAGER (WHO, IN TURN, SHALL DIRECT THE ACCOUNT AGENT TO DIRECT THE ACCOUNT BANK) AND THE ISSUER (AS APPLICABLE) TO CONCUR IN THE TRANSFERS, PAYMENTS AND DISTRIBUTIONS REFERRED TO IN PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND PARAGRAPH 2 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND TO CONCUR IN ALL SUCH OTHER 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 PARAGRAPH 2 OF THIS FIFTH EXTRAORDINARY RESOLUTION; 6. 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, WITHOUT LIMITATION, THE TRANSFERS, PAYMENTS AND DISTRIBUTIONS REFERRED TO IN PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND PARAGRAPH 2 OF THIS FIFTH EXTRAORDINARY RESOLUTION), OR 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 THIS FIFTH EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, THE TRANSFERS, PAYMENTS AND DISTRIBUTIONS REFERRED TO IN PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND PARAGRAPH 2 OF THIS FIFTH EXTRAORDINARY RESOLUTION) OR ITS IMPLEMENTATION; 8. 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 PARAGRAPH 1 OF THIS FIFTH EXTRAORDINARY RESOLUTION AND PARAGRAPH 2 OF 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 NOR THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS FIFTH EXTRAORDINARY RESOLUTION; AND 9. IRREVOCABLY WAIVES ANY CLAIM THAT THE NOTEHOLDERS MAY HAVE AGAINST THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES WHICH ARISE AS A RESULT OF THE PARTIES FOLLOWING THE DIRECTION IN, OR ANY DIRECTION FROM ANY OF THEM RESULTING FROM, THIS FIFTH EXTRAORDINARY RESOLUTION AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD, AND THAT NONE OF THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE AGENTS, THE ISSUER OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR FOLLOWING ANY DIRECTION IN, OR ANY DIRECTION FROM, ANY OF THEM RESULTING FROM 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 30 AUGUST 2022 CONVENING THE MEETING OR THE NOTE TRUST DEED (INCLUDING THE CONDITIONS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| EA PARTNERS II B.V. | N2830TAA1 | Bond Meeting | 29-Sep-2022 | 31-Aug-2022 | 6 | 6 | Management Proposal | THAT, SUBJECT TO EACH OF THE OTHER EXTRAORDINARY RESOLUTIONS PROPOSED IN THE NOTICE OF THIS MEETING DATED 13 SEPTEMBER 2022 BEING PASSED, THIS MEETING (THE “MEETING”) OF THE NOTEHOLDERS OF THE U.S.USD500,000,000 6.750% 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”) AND ORIGINALLY MADE BETWEEN THE ISSUER AND BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED AS THE NOTE TRUSTEE (THE “FORMER NOTE TRUSTEE”) AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL NOTE TRUST DEED DATED 25 SEPTEMBER 2020 (AS FURTHER AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, THE “NOTE TRUST DEED”) (THE FORMER NOTE TRUSTEE WAS REPLACED BY GLAS TRUSTEES LIMITED (THE “NOTE TRUSTEE”) WITH EFFECT FROM 11 JANUARY 2021 AND REFERENCES TO THE NOTE TRUSTEE HEREIN SHALL BE CONSTRUED ACCORDINGLY) HEREBY: 1. IRREVOCABLY AND UNCONDITIONALLY, FULLY AND FINALLY WAIVES AND RELEASES AND FOREVER DISCHARGES ANY AND ALL CAUSES OF ACTION, IN EACH CASE THAT IT EVER HAD, MAY HAVE OR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE SIXTH ER BENEFICIARIES IN EACH CASE IN RESPECT OF ANY ACTION TAKEN OR NOT TAKEN BY, OR CIRCUMSTANCES ARISING OUT OF OR IN CONNECTION WITH SUCH ACTION OR INACTION OF, THE SIXTH ER BENEFICIARIES INSOFAR AS IT RELATES TO ANY RELEVANT MATTER; 2. IRREVOCABLY AGREES TO APPROVE, RATIFY AND CONFIRM EACH AND EVERY DEED, ACT OR THING THAT HAS BEEN DONE OR EFFECTED BY THE SIXTH ER BENEFICIARIES: (A) IN THE PROPER EXERCISE OF ANY AND ALL OF THEIR RIGHTS, DUTIES, POWERS, AUTHORITIES AND/OR DISCRETIONS GRANTED PURSUANT TO THE SEPTEMBER 2020 RESOLUTIONS (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THE SEPTEMBER 2020 RESOLUTIONS ARE NOT VALID OR BINDING ON THE NOTEHOLDERS OR THAT THERE WAS A DEFECT IN THE PASSING OF THE SEPTEMBER 2020 RESOLUTIONS); AND (B) OTHERWISE IN CONNECTION WITH ANY RELEVANT MATTER (INCLUDING, WITHOUT LIMITATION, THE NOTE TRUSTEE ENFORCEMENT AND THE SECURITY TRUSTEE ENFORCEMENT); 3. IRREVOCABLY AND UNCONDITIONALLY APPROVES, RATIFIES AND CONFIRMS: (A) THE ACTIONS TAKEN BY THE NOTE TRUSTEE IN ACCORDANCE WITH THE NOTEHOLDER COMMITTEE INSTRUCTIONS; AND (B) EVERY DEED, ACT OR THING THAT HAS BEEN DONE BY THE NOTE TRUSTEE PURSUANT TO, IN ACCORDANCE WITH AND TO CARRY OUT AND GIVE EFFECT TO SUCH INSTRUCTIONS (INCLUDING, WITHOUT LIMITATION, THE NOTE TRUSTEE ENFORCEMENT, AND FURTHER CONFIRMS THAT THE NOTEHOLDERS WILL NOT SEEK TO HOLD, AND THAT NONE OF THE NOTE TRUSTEE OR ITS DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR FOLLOWING ANY DIRECTION IN THE NOTEHOLDER COMMITTEE INSTRUCTIONS; 4. IRREVOCABLY AND UNCONDITIONALLY: (A) APPROVES, RATIFIES AND CONFIRMS: (I) ANY AND ALL ACTIONS TAKEN BY THE SECURITY TRUSTEE, AND EVERY DEED, ACT OR THING THAT HAS BEEN DONE BY THE SECURITY TRUSTEE, PURSUANT TO, IN ACCORDANCE WITH AND TO CARRY OUT AND GIVE EFFECT TO THE NOTE TRUSTEE DIRECTIONS (INCLUDING, WITHOUT LIMITATION, THE SECURITY TRUSTEE ENFORCEMENT); AND (B) FURTHER CONFIRMS THAT: (I) THE NOTEHOLDERS WILL NOT SEEK TO HOLD THE SECURITY TRUSTEE OR ITS DIRECTORS, OFFICERS AND EMPLOYEES LIABLE FOR ANY LOSS OR DAMAGE WHICH ANY NOTEHOLDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT RESULT OF THE SECURITY TRUSTEE FOLLOWING ANY DIRECTION IN ANY NOTE TRUSTEE DIRECTIONS; AND (II) NONE OF THE SECURITY TRUSTEE OR ITS DIRECTORS, OFFICERS AND EMPLOYEES SHALL BE RESPONSIBLE TO ANY PERSON FOR FOLLOWING ANY DIRECTION IN THE NOTE TRUSTEE DIRECTIONS OR OTHERWISE; 5. IRREVOCABLY AND UNCONDITIONALLY: (A) FULLY AND FINALLY WAIVES AND RELEASES AND FOREVER DISCHARGES 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: (I) THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER OR THEIR DIRECTORS, OFFICERS AND EMPLOYEES TAKING ANY ENFORCEMENT ACTION (INCLUDING, WITHOUT LIMITATION, THE NOTE TRUSTEE ENFORCEMENT AND THE SECURITY TRUSTEE ENFORCEMENT); AND (II) EVERY DEED, ACT OR THING THAT HAS BEEN DONE BY THE SECURITY TRUSTEE TO CARRY OUT AND GIVE EFFECT TO THE FOREGOING AND PURSUANT TO, IN ACCORDANCE WITH AND TO CARRY OUT AND GIVE EFFECT TO ANY NOTE TRUSTEE DIRECTIONS; AND (B) 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: (I) TAKING ANY ENFORCEMENT ACTION (INCLUDING, WITHOUT LIMITATION, THE NOTE TRUSTEE ENFORCEMENT AND THE SECURITY TRUSTEE ENFORCEMENT); AND (II) EVERY ACTION TAKEN, OR DOCUMENT ENTERED INTO, BY THE SECURITY TRUSTEE TO CARRY OUT AND GIVE EFFECT TO THE FOREGOING AND/OR PURSUANT TO, IN ACCORDANCE WITH AND TO CARRY OUT AND GIVE EFFECT TO ANY NOTE TRUSTEE DIRECTIONS OR OTHERWISE; 6. INDEMNIFIES, DISCHARGES AND EXONERATES THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE ISSUER AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES IN RESPECT OF: (A) ALL LIABILITY FOR WHICH ANY OF THESE PARTIES HAVE BECOME OR MAY BECOME RESPONSIBLE UNDER OR IN RELATION TO ANY RELEVANT MATTER; (B) ANY ACT OR OMISSION IN CONNECTION WITH THE TAKING OF ANY ENFORCEMENT ACTION (INCLUDING, WITHOUT LIMITATION, THE NOTE TRUSTEE ENFORCEMENT AND THE SECURITY TRUSTEE ENFORCEMENT); AND (C) EVERY DEED, ACT OR THING THAT HAS BEEN DONE BY THE SECURITY TRUSTEE TO CARRY OUT AND GIVE EFFECT TO THE FOREGOING AND/OR PURSUANT TO, IN ACCORDANCE WITH AND TO CARRY OUT AND GIVE EFFECT TO ANY NOTE TRUSTEE DIRECTIONS OR OTHERWISE; 7. SANCTIONS AND ASSENTS TO: (A) 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 TAKING OF ANY ENFORCEMENT ACTION (INCLUDING, WITHOUT LIMITATION, THE NOTE TRUSTEE ENFORCEMENT AND THE SECURITY TRUSTEE ENFORCEMENT); AND (B) EVERY DEED, ACT OR THING THAT HAS BEEN DONE BY THE SECURITY TRUSTEE TO CARRY OUT AND GIVE EFFECT TO THE FOREGOING AND/OR PURSUANT TO, IN ACCORDANCE WITH AND TO CARRY OUT AND GIVE EFFECT TO ANY NOTE TRUSTEE DIRECTIONS OR OTHERWISE; | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 1 | 5 | Management Proposal | APPROVAL OF THE SUMMONS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 2 | 6 | Management Proposal | APPROVAL OF THE AGENDA | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 3 | 7 | Management Proposal | ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES TOGETHER WITH THE CHAIRMAN | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 4 | 8 | Management Proposal | REQUEST FOR ADOPTION OF THE PROPOSAL | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 1 | 5 | Management Proposal | APPROVAL OF THE SUMMONS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 2 | 6 | Management Proposal | APPROVAL OF THE AGENDA | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 3 | 7 | Management Proposal | ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES TOGETHER WITH THE CHAIRMAN | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| BOA OCV AS | R11939AA4 | Bond Meeting | 25-Oct-2022 | 11-Oct-2022 | 4 | 8 | Management Proposal | REQUEST FOR ADOPTION OF THE PROPOSAL | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| SHELF DRILLING LTD | G23627105 | ExtraOrdinary General Meeting | 30-Nov-2022 | 25-Nov-2022 | 1 | 1 | Management Proposal | THE COMPANY IS AUTHORISED TO EVIDENCE AND TRANSFER TITLE TO LISTED SHARES OF THE COMPANY IN ACCORDANCE WITH THE LAWS APPLICABLE TO AND THE RULES AND REGULATIONS OF THE EXCHANGE OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES MAY BE LISTED FROM TIME TO TIME | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| SHELF DRILLING LTD | G23627105 | ExtraOrdinary General Meeting | 30-Nov-2022 | 25-Nov-2022 | 2 | 2 | Management Proposal | AMENDMENT OF ARTICLES 13.1 AND 13.2 | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | ExtraOrdinary General Meeting | 21-Dec-2022 | 20-Dec-2022 | 1 | 5 | Management Proposal | ELECT CHAIRMAN OF MEETING; DESIGNATE INSPECTOR(S) OF MINUTES OF MEETING | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | ExtraOrdinary General Meeting | 21-Dec-2022 | 20-Dec-2022 | 2 | 6 | Management Proposal | APPROVE NOTICE OF MEETING AND AGENDA | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | ExtraOrdinary General Meeting | 21-Dec-2022 | 20-Dec-2022 | 3 | 7 | Management Proposal | ELECT PIA MELING AS NEW DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 1 | 6 | Management Proposal | ELECTION OF A CHAIRPERSON AND A PERSON TO CO-SIGN THE MINUTES | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 2 | 7 | Management Proposal | APPROVAL OF THE NOTICE AND THE AGENDA | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 3 | 8 | Management Proposal | APPROVAL OF THE ANNUAL ACCOUNTS AND BOARD OF DIRECTORS REPORT OF MPC CONTAINER SHIPS ASA AND THE GROUP FOR 2022, INCLUDING ALLOCATION OF THE RESULT OF THE YEAR, AS WELL AS CONSIDERATION OF THE CORPORATE GOVERNANCE REPORT | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 4 | 9 | Management Proposal | BOARD AUTHORIZATION FOR DISTRIBUTION OF DIVIDENDS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 5 | 10 | Management Proposal | GUIDELINES FOR SALARIES AND OTHER REMUNERATION TO LEADING PERSONNEL | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 6 | 11 | Management Proposal | ADVISORY VOTE ON THE REPORT FOR SALARIES AND OTHER REMUNERATION TO LEADING PERSONNEL | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 7 | 12 | Management Proposal | APPROVAL OF THE REMUNERATION TO THE COMPANY’S AUDITOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 8.A | 13 | Management Proposal | ELECTION OF MEMBER TO THE BOARD: ULF STEPHAN HOLLANDER (CHAIRMAN) | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 8.B | 14 | Management Proposal | ELECTION OF MEMBER TO THE BOARD: DR. AXEL OCTAVIO SCHROEDER (BOARD MEMBER) | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 8.C | 15 | Management Proposal | ELECTION OF MEMBER TO THE BOARD: ELLEN MERETE HANETHO (INDEPENDENT BOARD MEMBER) | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 8.D | 16 | Management Proposal | ELECTION OF MEMBER TO THE BOARD: PETER FREDERIKSEN (INDEPENDENT BOARD MEMBER) | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 8.E | 17 | Management Proposal | ELECTION OF MEMBER TO THE BOARD: PIA MELING (INDEPENDENT BOARD MEMBER) | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 9 | 18 | Management Proposal | DETERMINATION OF REMUNERATION TO THE MEMBERS OF THE BOARD FOR THE FINANCIAL YEAR 2023 | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 10 | 19 | Management Proposal | AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 11 | 20 | Management Proposal | BOARD AUTHORIZATION TO INCREASE THE COMPANY’S SHARE CAPITAL | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 12 | 21 | Management Proposal | BOARD AUTHORIZATION TO TAKE UP CONVERTIBLE LOANS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| MPC CONTAINER SHIPS ASA | R4S03Q110 | Annual General Meeting | 19-Apr-2023 | 18-Apr-2023 | 13 | 22 | Management Proposal | BOARD AUTHORIZATION TO ACQUIRE TREASURY SHARES | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 1 | 1 | Management Proposal | TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 2 | 2 | Management Proposal | TO APPROVE THE ANNUAL STATEMENT TO SHAREHOLDERS BY THE CHAIR OF THE REMUNERATION COMMITTEE AND THE ANNUAL REPORT ON REMUNERATION | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 3 | 3 | Management Proposal | TO APPROVE THE DIRECTORS REMUNERATION POLICY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 4 | 4 | Management Proposal | TO APPROVE THE FINAL DIVIDEND | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 5 | 5 | Management Proposal | TO RE-ELECT PHILIP COX AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 6 | 6 | Management Proposal | TO RE-ELECT WILL GARDINER AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 7 | 7 | Management Proposal | TO RE-ELECT ANDY SKELTON AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 8 | 8 | Management Proposal | TO RE-ELECT DAVID NUSSBAUM AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 9 | 9 | Management Proposal | TO RE-ELECT ERIKA PETERMAN AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 10 | 10 | Management Proposal | TO RE-ELECT JOHN BAXTER AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 11 | 11 | Management Proposal | TO RE-ELECT KIM KEATING AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 12 | 12 | Management Proposal | TO RE-ELECT NICOLA HODSON AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 13 | 13 | Management Proposal | TO RE-ELECT VANESSA SIMMS AS A DIRECTOR OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 14 | 14 | Management Proposal | TO RE-APPOINT DELOITTE LLP AS AUDITOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 15 | 15 | Management Proposal | AUTHORITY FOR THE DIRECTORS TO DETERMINE THE AUDITORS REMUNERATION | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 16 | 16 | Management Proposal | AUTHORITY TO MAKE POLITICAL DONATIONS TO SPECIFIED LIMITS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 17 | 17 | Management Proposal | AUTHORITY TO ALLOT SHARES | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 18 | 18 | Management Proposal | AUTHORITY TO MAKE NON PRE-EMPTIVE SHARE ALLOTMENTS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 19 | 19 | Management Proposal | ADDITIONAL DISAPPLICATION OF PRE-EMPTION RIGHTS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 20 | 20 | Management Proposal | AUTHORITY TO PURCHASE OWN SHARES | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| DRAX GROUP PLC | G2904K127 | Annual General Meeting | 26-Apr-2023 | 17-Mar-2023 | 21 | 21 | Management Proposal | AUTHORITY TO CALL A GENERAL MEETING ON NOT LESS THAN 14 DAYS NOTICE | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 1 | 1 | Management Proposal | TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 2 | 2 | Management Proposal | TO APPROVE THE ANNUAL STATEMENT FROM THE REMUNERATION COMMITTEE CHAIR AND THE ANNUAL REPORT ON REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2022 | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 3 | 3 | Management Proposal | TO RE-ELECT JOHN TREHARNE AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 4 | 4 | Management Proposal | TO ELECT LUKE TAIT AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 5 | 5 | Management Proposal | TO RE-ELECT ANN-MARIE MURPHY AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 6 | 6 | Management Proposal | TO RE-ELECT EMMA WOODS AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 7 | 7 | Management Proposal | TO ELECT ELAINE O’DONNELL AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 8 | 8 | Management Proposal | TO RE-ELECT WAIS SHAIFTA AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 9 | 9 | Management Proposal | TO ELECT RICHARD STABLES AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 10 | 10 | Management Proposal | TO ELECT SIMON JONES AS A DIRECTOR | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 11 | 11 | Management Proposal | TO RE-APPOINT ERNST AND YOUNG LLP AS AUDITORS UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY AT WHICH THE ACCOUNTS ARE LAID | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 12 | 12 | Management Proposal | TO AUTHORISE THE AUDIT AND RISK COMMITTEE FOR AND ON BEHALF OF THE BOARD TO DETERMINE THE REMUNERATION OF THE AUDITORS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 13 | 13 | Management Proposal | THAT THE COMPANY IS AUTHORISED TO MAKE POLITICAL DONATIONS AND INCUR POLITICAL EXPENDITURE | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 14 | 14 | Management Proposal | THAT THE DIRECTORS ARE AUTHORIZED TO ALLOT SHARES IN ACCORDANCE WITH SECTION 551 OF THE COMPANIES ACT 2006 | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 15 | 15 | Management Proposal | SUBJECT TO RESOLUTION 14, TO AUTHORISE THE DISAPPLICATION OF PRE-EMPTION RIGHTS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 16 | 16 | Management Proposal | SUBJECT TO 14 AND IN ADDITION TO 15, TO AUTHORISE THE DISAPPLICATION OF PRE-EMPTION RIGHTS IN RELATION TO ACQUISITIONS OR OTHER CAPITAL INVESTMENTS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 17 | 17 | Management Proposal | THAT THE COMPANY BE AUTHORISED TO MAKE MARKET PURCHASES OF ORDINARY SHARES OF 0.0001 GBP EACH IN THE CAPITAL OF THE COMPANY | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| THE GYM GROUP PLC | G42114101 | Annual General Meeting | 11-May-2023 | 13-Apr-2023 | 18 | 18 | Management Proposal | THAT A GENERAL MEETING (OTHER THAN AN AGM) MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| SCORPIO TANKERS INC | Y7542C130 | Annual General Meeting | 30-May-2023 | 10-Apr-2023 | 1.1 | 2 | Management Proposal | ELECT DIRECTOR EMANUELE A. LAURO | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| SCORPIO TANKERS INC | Y7542C130 | Annual General Meeting | 30-May-2023 | 10-Apr-2023 | 1.2 | 3 | Management Proposal | ELECT DIRECTOR MERRICK RAYNER | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| SCORPIO TANKERS INC | Y7542C130 | Annual General Meeting | 30-May-2023 | 10-Apr-2023 | 2 | 4 | Management Proposal | RATIFY PRICEWATERHOUSECOOPERS AS AUDITORS | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F | |
| SHELF DRILLING LTD | G23627105 | Annual General Meeting | 12-Jun-2023 | 07-Jun-2023 | 2 | 2 | Management Proposal | THAT, MEI XIANZHI IS ELECTED AS A DIRECTOR OF THE COMPANY UNTIL SUCH TIME AS SUCH DIRECTOR RESIGNS OR IS REMOVED FROM OFFICE IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY IN EFFECT FROM TIME TO TIME | F | DESTRA INTL AND EVENT DRIVEN CR FD | 208100 | F |
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 2, 2023 |
| * | Print the name and title of each signing officer under his or her signature. |