Common use of Voting Thresholds Clause in Contracts

Voting Thresholds. (a) Subject to Clause 8.5(b), each Board of Managers shall adopt its resolutions with the affirmative simple majority vote of the Managers being present in person or by proxy, and entitled to vote, at a duly convened Board meeting at which a quorum is present (or in the case of a written resolution taken without a Board meeting, the total number of Managers). The decisions requiring the affirmative simple majority vote of the Managers shall comprise all such decisions of the Managers other than those for which a special majority resolution is required pursuant to Clause 8.5(b). (b) The following decisions relating to each Company shall require the affirmative special majority vote of seventy five percent (75%) of the relevant Managers being present in person or by proxy, and entitled to vote, at a duly convened Board meeting at which a quorum is present (or in the case of a written resolution taken without a Board meeting, seventy five percent (75%) of the Managers entitled to vote): (i) Appointment, removal and remuneration of the Senior Officers; (ii) Approval of the Project Budget and any material change thereto having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (10) percent of the Project Budget; (iii) Approval of the annual operating budgets and any material change thereto (having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (10) percent of the annual operating budget) of the relevant Company following the Commercial Production Date; (iv) Approval of any Expansion, Value Added Project, the incurring by a Company of any additional indebtedness beyond that contained in the Financing Plan or the Project Budget, or any capital investment projects or material changes to the same in each case having a value in excess of fifty million US Dollars (US$50 million); (v) Approval of any Construction Agreement to be entered into having a value in excess of fifty million US Dollars (US$50 million); (A) Approval of any Project Agreement to be entered into between a Shareholder or any of its Affiliates and any Company which is not in any Agreed Form at the Effective Date; (B) any Company entering into any agreement with any Shareholder, any Affiliate of a Shareholder or any of that Company's Affiliates having a term in excess of two (2) years and having a value in excess of five million US Dollars (US$5 million), or any Company advancing or making any loan or forward sale to or forward purchase from or prepayment to (or entering into any transaction with an equivalent economic effect with) any Shareholder or any Affiliate of a Shareholder, or agreeing to any amendment of, or waiver or deferral of rights, or consenting to any request or accommodation (including, for the avoidance of doubt, consenting to assignments), or resolving a dispute, or effecting an assignment under, any agreement between a Company and MRC or any of its or Ma'aden's Affiliates; (C) referral of any decision or determination by any Company to its Lead Representative, or approval of any decision or determination by any Company's Lead Representative referred to such Lead Representative in connection with the Cast House Users Agreement, Shared Infrastructure Co-operation and Utilities Distribution Agreement or any aluminium purchase agreement between MAC and MRC or any of its or Ma'aden's Affiliates; or (D) appointment by MAC of an expert (as defined in the aluminium purchase agreement between MAC and MRC), submitting to such expert any request for review, a statement of position and/or a rebuttal pursuant to the "Resolution Procedures" set out in Schedule C of the aluminium purchase agreement between MAC and MRC. (vii) Approval of financial statements required to be produced by any Company and presented to the Shareholders in accordance with Clause 12.3; (viii) Approval of any long-term contract, having a term in excess of three (3) years and having a value in excess of fifty million US Dollars (US$50 million) (and except to the extent already included in any approved budget); (ix) Adoption of each Company's initial business conduct and conflict of interest Company Policies, and any material changes thereto; and (x) To the extent required by the Company Policies, entering into a contract of engagement or compensation arrangements with an Agent whose duties are to lobby or to influence the actions or decisions of Governmental Authorities and/or Government Officials.

Voting Thresholds. (a) Subject to Clause 8.5(b), . each Board of Managers shall adopt its resolutions with the affirmative simple majority vote of the Managers being present in person or by proxy, and entitled to vote, at a duly convened Board meeting at which a quorum is present (or in the case of a written resolution taken without a Board meeting, the total number of Managers). The decisions requiring the affirmative simple majority vote of the Managers shall comprise all such decisions of the Managers other than those for which a special majority resolution is required pursuant to Clause 8.5(b). (b) The following decisions relating to each Company shall require the affirmative special majority vote of seventy five percent (75%) of the relevant Managers being present in person or by proxy, and entitled to vote, at a duly convened Board meeting at which a quorum is present (or in the case of a written resolution taken without a Board meeting, seventy five percent (75%) of the Managers entitled to vote): (i) Appointment, removal and remuneration of the Senior Officers; (ii) Approval of the Project Budget and any material change thereto having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (10) percent of the Project Budget; (iii) Approval of the issuing of the NTP for each Phase. (iv) Approval of the annual operating budgets and any material change thereto (having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (10I 0) percent of the annual operating budget) of the relevant Company following the Commercial Production Date; (ivv) Approval of any Expansion, Value Added Project, the incurring by a Company of any additional indebtedness beyond that contained in the Financing Plan or the Project Budget, or any capital investment projects or material changes to the same in each case having a value in excess of fifty million US Dollars (US$50 million); (vvi) Approval of any Construction Agreement to be entered into after the Effective Date having a value in excess of fifty million US Dollars (US$50 million); (Avii) Approval of any Project Agreement to be entered into between a Shareholder or any of its Affiliates and any Company which is not in any Agreed Form at the Effective Date; (B) any Company entering into any agreement with any Shareholder, any Affiliate of a Shareholder or any of that Company's Affiliates having a term in excess of two (2) years and having a value in excess of five million US Dollars (US$5 million), or any Company advancing or making any loan or forward sale to or forward purchase from or prepayment to (or entering into any transaction with an equivalent economic effect with) any Shareholder or any Affiliate of a Shareholder, or agreeing to any amendment of, or waiver or deferral of rights, or consenting to any request or accommodation (including, for the avoidance of doubt, consenting to assignments), or resolving a dispute, or effecting an assignment under, any agreement between a Company and MRC or any of its or Ma'aden's Affiliates; (C) referral of any decision or determination by any Company to its Lead Representative, or approval of any decision or determination by any Company's Lead Representative referred to such Lead Representative in connection with the Cast House Users Agreement, Shared Infrastructure Co-operation and Utilities Distribution Agreement or any aluminium purchase agreement between MAC and MRC or any of its or Ma'aden's Affiliates; or (D) appointment by MAC of an expert (as defined in the aluminium purchase agreement between MAC and MRC), submitting to such expert any request for review, a statement of position and/or a rebuttal pursuant to the "Resolution Procedures" set out in Schedule C of the aluminium purchase agreement between MAC and MRC.; (viiviii) Approval of financial statements required to be produced by any Company and presented to the Shareholders in accordance with Clause 12.3; (viiiix) Approval of or any long-term contract, having a term in excess of three (3) years and having a value in excess of fifty million US Dollars (US$50 million) (and except to the extent already included in any approved budget); (ixx) Adoption of each Company's initial business conduct and conflict of interest Company Policies, and any material changes thereto; and (xxi) To the extent required by the Company Policies, entering into a contract of engagement or compensation arrangements with an Agent whose duties are to lobby or to influence the actions or decisions of Governmental Authorities and/or Government Officials.

Voting Thresholds. (a) Subject to Clause 8.5(b), each Board of Managers shall adopt its resolutions with the affirmative simple majority vote of the Managers being present in person or by proxy, and entitled to vote, at a duly convened Board meeting at which a quorum is present (or in the case of a written resolution taken without a Board meeting, the total number of Managers). The decisions requiring the affirmative simple majority vote of the Managers shall comprise all such decisions of the Managers other than those for which a special majority resolution is required pursuant to Clause 8.5(b). (b) The following decisions relating to each Company shall require the affirmative special majority vote of seventy five percent (75%) of the relevant Managers being present in person or by proxy, and entitled to vote, at a duly convened Board meeting at which a quorum is present (or in the case of a written resolution taken without a Board meeting, seventy five percent (75%) of the Managers entitled to vote): (i) Appointment, removal and remuneration of the Senior Officers; (ii) Approval of the Project Budget and any material change thereto having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (10) percent of the Project Budget; (iii) Approval of the issuing of the NTP for each Phase. (iv) Approval of the annual operating budgets and any material change thereto (having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (10) percent of the annual operating budget) of the relevant Company following the Commercial Production Date; (ivv) Approval of any Expansion, Value Added Project, the incurring by a Company of any additional indebtedness beyond that contained in the Financing Plan or the Project Budget, or any capital investment projects or material changes to the same in each case having a value in excess of fifty million US Dollars (US$50 million); (vvi) Approval of any Construction Agreement to be entered into after the Effective Date having a value in excess of fifty million US Dollars (US$50 million); (Avii) Approval of any Project Agreement to be entered into between a Shareholder or any of its Affiliates and any Company which is not in any Agreed Form at the Effective Date; (B) any Company entering into any agreement with any Shareholder, any Affiliate of a Shareholder or any of that Company's Affiliates having a term in excess of two (2) years and having a value in excess of five million US Dollars (US$5 million), or any Company advancing or making any loan or forward sale to or forward purchase from or prepayment to (or entering into any transaction with an equivalent economic effect with) any Shareholder or any Affiliate of a Shareholder, or agreeing to any amendment of, or waiver or deferral of rights, or consenting to any request or accommodation (including, for the avoidance of doubt, consenting to assignments), or resolving a dispute, or effecting an assignment under, any agreement between a Company and MRC or any of its or Ma'aden's Affiliates; (C) referral of any decision or determination by any Company to its Lead Representative, or approval of any decision or determination by any Company's Lead Representative referred to such Lead Representative in connection with the Cast House Users Agreement, Shared Infrastructure Co-operation and Utilities Distribution Agreement or any aluminium purchase agreement between MAC and MRC or any of its or Ma'aden's Affiliates; or (D) appointment by MAC of an expert (as defined in the aluminium purchase agreement between MAC and MRC), submitting to such expert any request for review, a statement of position and/or a rebuttal pursuant to the "Resolution Procedures" set out in Schedule C of the aluminium purchase agreement between MAC and MRC.; (viiviii) Approval of financial statements required to be produced by any Company and presented to the Shareholders in accordance with Clause 12.3; (viiiix) Approval of or any long-term contract, having a term in excess of three (3) years and having a value in excess of fifty million US Dollars (US$50 million) (and except to the extent already included in any approved budget); (ixx) Adoption of each Company's ’s initial business conduct and conflict of interest Company Policies, and any material changes thereto; and (xxi) To the extent required by the Company Policies, entering into a contract of engagement or compensation arrangements with an Agent whose duties are to lobby or to influence the actions or decisions of Governmental Authorities and/or Government Officials.