1.1. General power to call meetings of creditors or members

1.1.1 The Administrator of a Company may, at any time, call and conduct meetings of creditors or members for the purpose of ascertaining their wishes on any matter relating to the relevant Insolvency Proceedings.

1.1.2 When a Venue for the meeting has been fixed, notice of the meeting must be given by the Administrator:

• (a) for a creditors meeting—to every creditor who is known to the Administrator or is identified in any statement of the Company’s affairs prepared under these Rules; and
• (b) for a members meeting—to every Person recorded in the Company’s Register of Shareholders as a Shareholder.

1.1.3 Notice of the meeting must be given at least 21 days before the date fixed for it, and must specify the purpose of the meeting.

1.1.4 The notice mustspecify a time and date, not more than 4 days before the date fixed for the meeting, by which, and the place where, creditors must lodge Proofs and Proxies to be entitled to vote at the meeting; and the same applies in relation to members and their Proxies.

1.1.5 The Administrator may give additional notice of the meeting by public advertisement, and must give additional notice of the meeting by public advertisement if the Court orders.

1.2. Quorum at meetings of creditors or members

1.2.1 Any meeting of creditors or members in Insolvency Proceedings of a Company is competent to act if a quorum is present.

1.2.2 A quorum is:

• (a) for a creditors meeting—at least 1 creditor entitled to vote; and
• (b) for a members meeting—at least 2 members entitled to vote or, if only 1 member is entitled to vote, that member.

1.2.3 For this rule, a Person is taken to be present at a meeting if the Person is present personally or is represented by Proxy by any Person (including the chair of the meeting).

1.2.4 If, at any meeting of creditors or members:

• (a) the provisions of this rule about a quorum being present are satisfied by the attendance of:

(i) the chair of the meeting alone; or

(ii) 1 other Person in addition to the chair of the meeting; and

• (b) the chair is actually aware, because of Proofs and Proxies received or otherwise, that 1 or more additional Persons would, if attending, be entitled to vote; the meeting must not commence until at least the expiry of 15 minutes after the time fixed for its commencement.

1.3. Reports of meetings of creditors or members etc.

1.3.1 If a meeting of creditors or members of a Company is called, the chair of the meeting must prepare a report of the meeting.

1.3.2 The report must:

• (a) state whether a proposal was approved by the meeting and whether the approval was with any modifications; and
• (b) set out the resolutions that were taken at the meeting, and the decision on each resolution; and
• (c) list the creditors or members of the Company (with their respective values) who were present or represented at the meetings, and how they voted on each resolution; and
• (d) include any further information that the chair considers it appropriate to make known to the Court.

1.3.3 The chair of the meeting must file a copy of the report in the Court within 4 days after the day the meeting is held. The Court must endorse the date of filing on the copy of the report filed in the Court.

1.3.4 As soon as possible after the copy of the report is filed in the Court, the chair of the meeting must give a copy of the report to each Person who was given notice of the meeting.

1.4. Attendance of Company personnel etc. at meetings of creditors or members

1.4.1 In this rule: relevant Person, in relation to a Company, means:

• (a) a present or past officer, employee or contractor of the Company; or
• (b) any other Person who is or has been involved in the administration or management of the Company.

1.4.2 Whenever a meeting of creditors or members of a Company is called, the Convener must give at least 21 days notice of the meeting to the relevant Persons that the Convener considers should be told of, or be present at, the meeting.

1.4.3 The Convener may give notice to a relevant Person that the relevant Person is required to be present at the meeting.

1.4.4 Any other Person (including a relevant Person who is not given notice under subrule 1.4.3) may be admitted to the meeting, but:

• (a) the Person must have given reasonable notice to the Convener of the Person’s wish to be present; and
• (b) it is a matter for the discretion of the chair of the meeting whether or not the Person is to be admitted; and
• (c) the decision of the chair is final about what (if any) intervention may be made by the Person.

1.4.5 If the meeting wishes to put questions to a relevant Person who is not present at the meeting, the chair may adjourn the meeting to obtain the Person’s attendance.

1.4.6 If a relevant Person is present at the meeting, the only questions that may be put to the Person are those that the chair of the meeting, in the chair’s discretion, allows.

1.5. Calling meetings of creditors or members

1.5.1 In fixing the Venue for a meeting of creditors or members, the Convener of the meeting must have regard to the convenience of the Persons (other than the meeting chair) who are invited to attend.

1.5.2 Meetings of creditors or members of a Company must be called to start between 10 a.m. and 4 p.m. on a business day.

1.5.3 A proxy form must accompany a notice calling a meeting.

1.6. Chair of meetings of creditors or members

1.6.1 The Convener is the meeting chair. However, if the Convener is unable to attend the meeting for any reason, the Convener may nominate another Person to be the chair of the meeting.

1.6.2 The chair must not, using any Proxy held by the chair, vote to increase or reduce the amount of the remuneration or expenses of an Administrator, Nominee or Supervisor unless the Proxy specifically directs the chair to vote in that way.

1.6.3 The chair may exclude any present or former Director or Officer of the Company from attendance at a meeting, either completely or for any part of it.

1.7. Entitlement to vote at meetings of creditors

1.7.1 Subject to this rule, every creditor of a Company who has notice of a creditors meeting of the Company is entitled to vote at the meeting or any adjournment of it.

1.7.2 Votes are to be calculated pro rata according to the amount of each creditor’s Debt at the date of the meeting (after deducting any repayment of Debt made by the Company).

1.7.3 A creditor may vote in relation to a Debt for an unliquidated amount or any Debt with an unascertained value and, for the purposes of voting (but not otherwise), the creditor’s Debt must be valued at US$1 unless the chair of the meeting agrees to put a higher value on it.

1.7.4 A secured creditor may vote only in relation to the unsecured part of the creditor’s Debt.

1.7.5 A Person is entitled to vote at the creditors meeting only if the Person has given, not later than midday on the business day before the day fixed for the meeting, Written details of the Debt that the Person claims to be due to the Person from the Company, and the claim has been duly admitted.

1.7.6 The chair of the meeting may allow a creditor to vote even though the creditor has Failed to comply with subrule 1.7.5, if satisfied that the Failure was caused by circumstances beyond the creditor’s control.

1.7.7 The chair of the meeting may call for any Document or other evidence to be produced to the chair if the chair considers it necessary for the purpose of substantiating the whole or any part of the claim.

1.8. Admission of claims of creditors for voting purposes

1.8.1 Subject to thisrule, at any creditors meeting of a Company the chair of the meeting must ascertain the entitlement of Persons wishing to vote and must admit or reject their claims accordingly.

1.8.2 The chair of the meeting may admit or reject a claim in whole or part.

1.8.3 Any creditor or member of the Company may appeal to the Court against decision of the chair of the meeting on any matter under this rule.

1.8.4 If the chair of the meeting is in doubt about whether a claim should be admitted or rejected, the chair must mark it as objected to and allow votes to be cast in relation to it, subject to the votes being subsequently declared invalid.

1.8.5 If on an appeal a decision of the chair is reversed or varied, or votes are declared invalid, the Court may order that another meeting be called or make any other order that it considers just. However, the Court may make an order under this subrule only if it considers that there has been unfair prejudice or material irregularity.

1.8.6 The chair of the meeting is not personally liable for any costs incurred by any Person in relation to an appeal to the Court under this rule.

1.9. Majority required for meetings of creditors

1.9.1 Unless these Rules otherwise require, at any creditors meeting of a Company a resolution is taken to be passed only if it is passed by a majority of more than one-half in value of the creditors present in person or by Proxy and voting on the resolution.

1.9.2 Any creditor or member of the Company may appeal to the Court against any decision of the chair of the meeting on any matter relating to whether a resolution has been passed at the meeting.

1.10. Entitlement to vote at meetings of members

1.10.1 At a meeting of members of a Company, members of the Company vote according to the rights respectively attaching to their Shares, or any other interests in the Company, under the Company’s Articles of Association.

1.10.2 At a meeting of members of a Company, if a Person is liable to contribute to the assets of the Company, but has no voting rights under the Company’s Articles of Association, the Person does not have a vote at the meeting. However, if the Person would ordinarily acquire voting rights under the Articles ofAssociation ifthe contributionwere to bemade,thePersonis entitled to those voting rights.

1.11. Majority require for meetings of members

Subject to any express provision of the Articles of Association of a Company, at a meeting of the members of the Company a resolution is taken to have been passed only if it is passed by a majority of more than one-half in value of the members present in person or by Proxy and voting on the resolution. The value of members is determined by reference to the number of votes given to each member by the Articles of Association. If the votes for and against a question are equal, the chair of the meeting has a castingvote.

1.12. Role of chair of meetings of creditors or members etc.

1.12.1 A creditors meeting and a members meeting of a Company may be held together if the chair (or chairs) of the meetings considers it appropriate.

1.12.2 The chair of a creditors or members meeting of a Company may, and must if the meeting so resolves, adjourn that meeting for no longer than 14 days.

1.12.3 If there are subsequently further adjournments of the meeting, the final adjournment must not be to a day later than 14 days after the day the meeting was originally held.

1.12.4 If, following the only or final adjournment of the meeting, a proposal (with or without modifications) has not been approved by the meeting, the proposal is taken to have been rejected.

1.12.5 The chair of a creditors or members meeting of a Company must make a record of the proceedings. The record must be kept as part of the records of the relevant Insolvency Proceedings. The record of the meeting must include a list of the Persons who were present or

represented at the meeting and, if a creditors committee is established at the meeting, the names and addresses of the members appointed to the committee.

1.12.6 If the chair of a creditors or members meeting of a Company holds a Proxy that requires the chair to vote for a particular resolution, and no other Person proposes that resolution:

• (a) the chair must propose the resolution, unless the chair considers that there is good reason for not doing so; and
• (b) if the chair does not propose the resolution, the chair must, as soon as possible after the meeting, tell the Person who gave the chair the Proxy why the chair did not propose the resolution.

1.13. Expenses of calling meetings of creditors or members etc.

1.13.1 Subject to this rule, the expenses of calling and holding a meeting of creditors or members of a Company at the request of a Person (other than the Administrator) must be paid by the Person. The Person must deposit security for payment of the expenses with the Administrator.

1.13.2 The Administrator must decide the amount to be deposited as security and need not act on the request unless the amount is deposited.

1.13.3 If a meeting of creditors is called at the request of a Person other than the Administrator, the meeting may vote that the expenses of calling and holding the meeting, and of calling and holding any meeting of members called at the same time, are to be payable out of the assets of the Company as an expense of the administration.

1.13.4 If a meeting of members is called at the request of members, the meeting may vote that the expenses of calling and holding the meeting are to be payable out of the assets of the Company, but subject to the right of creditors to be paid in full with interest.

1.13.5 The Administrator must refund any amount deposited by a Person under subrule 1.13.1 to the extent that it is not required for the payment of expenses of calling and holding the requested meeting.

1.14. Requests by creditors and members for meetings

1.14.1 Any request by a creditor to the Administrator of a Company for a meeting of creditors or members to be called must include, or be accompanied by:

• (a) a list of the creditors who have agreed to the request and the amount of their respective claims in the winding up; and
• (b) for each creditor agreeing to the request—Written confirmation of the agreement; and
• (c) a statement of the purpose of the proposed meeting.

1.14.2 If the Administrator considers the request to be properly made in accordance with the AIFC Insolvency Regulations and these Rules, the Administrator must fix the Venue for the meeting. The date fixed must not be more than 35 days after the day the Administrator receives the request.

1.14.3 The Administrator must give the creditors or members, as the case may be, 21 days notice of the meeting and the Venue for it.

1.14.4 Subrules 1.14.1 to 1.14.3 apply to a request by a member of a Company for a members meeting as if:

• (a) the reference in subrule 1.14.1(a) to the respective claims of creditors were a reference to substitute the members’ respective voting rights (worked out in accordance with rule 1.10 (Entitlement to vote at meetings of members) of this Schedule); and
• (b) the Persons to be given notice under subrule 1.14.3 were those appearing (by the Company’s books or otherwise) to be members of the Company or otherwise entitled to vote at the meeting under rule 1.10 of this Schedule; and
• (c) all other necessary changes were made.