Common use of Voting entitlements Clause in Contracts

Voting entitlements. (a) For the purposes of this clause 6.4: (1) a Boral Director is an Eligible Boral Director for the purposes of any resolution unless this agreement or any applicable law does not permit the director to vote on the resolution; and (2) a USG Director is an Eligible USG Director for the purposes of any Board resolution unless this agreement or any applicable law does not permit the director to vote on the resolution. (b) At any meeting of the JVC 1 Board, each Boral Director appointed to the JVC 1 Board who is present and is an Eligible Boral Director for the purposes of a resolution before the JVC 1 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of Boral Directors which Boral is entitled to appoint to the JVC 1 Board at the relevant time under clause 5.1 including the Singapore Nominee (whether or not that number of Boral Directors is in fact in office); (2) divided by the number of Boral Directors actually present who are Eligible Boral Directors for the purposes of the relevant resolution. Shareholders agreement page 14 24 General (c) At any meeting of the JVC 1 Board, each USG Director who is present and is an Eligible USG Director for the purposes of a resolution before the JVC 1 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of USG Directors which USG is entitled to appoint to the JVC 1 Board at the relevant time under clause 5.1(a) including the Singapore Nominee (whether or not that number of USG Directors is in fact in office); (2) divided by the number of USG Directors actually present who are Eligible USG Directors for the purposes of the relevant resolution. (d) At any meeting of the JVC 2 Board, each Boral Director appointed to the JVC 2 Board who is present and is an Eligible Boral Director for the purposes of a resolution before the JVC 2 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of Boral Directors which Boral is entitled to appoint to the JVC 2 Board at the relevant time under clause 5.1 (whether or not that number of Boral Directors is in fact in office); (2) divided by the number of Boral Directors actually present who are Eligible Boral Directors for the purposes of the relevant resolution. (e) At any meeting of the JVC 2 Board, each USG Director who is present and is an Eligible USG Director for the purposes of a resolution before the JVC 2 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of USG Directors which USG is entitled to appoint to the JVC 2 Board at the relevant time under clause 5.1(a) (whether or not that number of USG Directors is in fact in office); (2) divided by the number of USG Directors actually present who are Eligible USG Directors for the purposes of the relevant resolution. (f) Fractional votes must be counted. (g) The preceding provisions of this clause 6.4 do not apply to circulating resolutions of a Board under clause 6.5, where each Boral Director of the relevant Company in office at the relevant time will be taken to have one vote and each USG Director of the relevant Company in office at the relevant time will be taken to have one vote.

Voting entitlements. (a) For the purposes of this clause 6.4: (1) a Boral Director is an Eligible Boral Director for the purposes of any resolution unless this agreement or any applicable law does not permit the director to vote on the resolution; and (2) a USG Director is an Eligible USG Director for the purposes of any Board resolution unless this agreement or any applicable law does not permit the director to vote on the resolution. (b) At any meeting of the JVC 1 Board, each Boral Director appointed to the JVC 1 Board who is present and is an Eligible Boral Director for the purposes of a resolution before the JVC 1 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of Boral Directors which Boral is entitled to appoint to the JVC 1 Board at the relevant time under clause 5.1 including the Singapore Nominee (whether or not that number of Boral Directors is in fact in office); (2) divided by the number of Boral Directors actually present who are Eligible Boral Directors for the purposes of the relevant resolution. Shareholders agreement page 14 24 General. (c) At any meeting of the JVC 1 Board, each USG Director who is present and is an Eligible USG Director for the purposes of a resolution before the JVC 1 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of USG Directors which USG is entitled to appoint to the JVC 1 Board at the relevant time under clause 5.1(a) including the Singapore Nominee (whether or not that number of USG Directors is in fact in office); (2) divided by the number of USG Directors actually present who are Eligible USG Directors for the purposes of the relevant resolution. (d) At any meeting of the JVC 2 Board, each Boral Director appointed to the JVC 2 Board who is present and is an Eligible Boral Director for the purposes of a resolution before the JVC 2 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of Boral Directors which Boral is entitled to appoint to the JVC 2 Board at the relevant time under clause 5.1 (whether or not that number of Boral Directors is in fact in office); (2) divided by the number of Boral Directors actually present who are Eligible Boral Directors for the purposes of the relevant resolution. (e) At any meeting of the JVC 2 Board, each USG Director who is present and is an Eligible USG Director for the purposes of a resolution before the JVC 2 Board can exercise in relation to that resolution a number of votes equal to: (1) the maximum number of USG Directors which USG is entitled to appoint to the JVC 2 Board at the relevant time under clause 5.1(a) (whether or not that number of USG Directors is in fact in office); (2) divided by the number of USG Directors actually present who are Eligible USG Directors for the purposes of the relevant resolution. (f) Fractional votes must be counted. (g) The preceding provisions of this clause 6.4 do not apply to circulating resolutions of a Board under clause 6.5, where each Boral Director of the relevant Company in office at the relevant time will be taken to have one vote and each USG Director of the relevant Company in office at the relevant time will be taken to have one vote.