Common use of Voting rules Clause in Contracts

Voting rules. 6.3.1. Each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each Voting Bond owned on the Relevant Record Date, ref. Clause 5.3 (Bondholders’ rights). The Chairperson may, in its sole discretion, decide on accepted evidence of ownership of Voting Bonds. 6.3.2. Issuer’s Bonds shall not carry any voting rights, unless 100% of the Outstanding Bonds are held by companies in the Banco Santander Group. The Chairperson shall determine any question concerning whether any Bonds will be considered Issuer’s Bonds. 6.3.3. For the purposes of this Clause 6, a Bondholder that has a Bond registered in the name of a nominee will, in accordance with Clause 5.3 (Bondholders’ rights), be deemed to be the owner of the Bond rather than the nominee. No vote may be cast by any nominee if the Bondholder has presented relevant evidence to the Bond Trustee pursuant to Clause 5.3 (Bondholders’ rights) stating that it is the owner of the Bonds voted for. If the Bondholder has voted directly for any of its nominee registered Bonds, the Bondholder’s votes shall take precedence over votes submitted by the nominee for the same Bonds. 6.3.4. Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote by ballot. In case of parity of votes, the Chairperson will have the deciding vote.