(vi).
Director Vacancies
. In the event that a vacancy in the Board occurs as a result of retirement,
removal, resignation or death of any Director, other than a Consensus Director, the Shareholders Group that initially appointed such Director shall appoint, at its election, a new Person to replace such Director. In case of retirement, removal,
resignation or death of any Consensus Director, such vacancy shall be filled by mutual agreement between the NewCo Group and the Kingsland Group, or the NewCo Group and the Independent Third Party or United, in each case, as provided in Article
8(iii) or (iv). The Shareholders agree to vote their respective Common Shares for the election of any person nominated to fill a vacancy on the Board in accordance with this Article 8 (vi). Any Director elected pursuant to this Article 8(vi) shall
serve until the next annual election of Directors. Until the election of new Persons to replace a Director or Consensus Director as set forth in this Article 8 (vi), the Alternate Directors shall carry the duties as directors of the Company as set
forth in Article 8 (i).
Any Shareholder Group who has appointed one or more Directors pursuant to the Joint Action Agreement and these Articles of
Incorporation shall be entitled, by notice in writing to the Company, to appoint the same amount of Alternate Directors, and shall also be entitled to remove and replace any of such Alternate Directors.
Article 14. Officers of the Company.
The officers shall be:
1. Until such time as such person resigns, is removed, or is incapacitated, the President of the Company shall be, in accordance with these Articles of
Incorporation, Roberto Kriete.
2. Until such time as such person resigns, is removed, or is incapacitated, the Treasurer of the Company shall be, in
accordance with these Articles of Incorporation, Roberto Held.
3. Until such time as such person resigns, is removed, or is incapacitated, the Secretary
of the Company shall be, in accordance with these Articles of Incorporation, Richard Galindo Sánchez.
The Officers of the Company shall be
appointed by the members of the Board or the General Shareholders Meeting and shall serve in such positions unless and until such Officers resign, are removed, or are incapacitated.
The Board or General Shareholders Meeting may appoint other Vice-presidents, Sub Secretaries, Sub Treasurers and any other officers, agents or employees that
may be considered convenient or necessary (including Chief Executive Officer
(CEO)
, Chief Financial Officer
(CFO)
, Chief Legal Officer, among others). However, the appointment of the CEO and CFO must follow the procedures stated in the
Joint Action Agreement unless otherwise waived by the parties to the Joint Action Agreement. Any officer may fill more than one office.
Until the Board
or the General Shareholders Meeting determines otherwise, the following persons are appointed as substitutes (the “
Substitute Officers
”) of the President, Secretary and the Treasurer (the “
Main
Officers
”), which shall execute such functions in the event of temporary or permanent absence of any of the Main Officers or by vacancies caused by resignation, removal, disability or death of any Main Officer, or by any other reason
that causes or results in a vacancy of the Main Officers:
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a.
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Orlando Menendez Vice-President,
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b.
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Fernando Kriete
Sub-Secretary,
and
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c.
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Kenneth Hoffman
Sub-Treasurer.
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The decisions or actions taken by Substitute Officers in exercise of their functions as Main Officers, either by temporary or permanent
absence or replacement of the Main Officer by resignation, removal, disability or death shall be valid. The Substitute Officers shall not be considered Main Officers in the Company until they exercise their functions in the event of temporary or
permanent absence of any of the Main Officers or by vacancies caused by resignation, removal, disability or death of any of the Main Officers, in which case it shall not be necessary that the Company, the Board, the Alternate Directors, the
principal Directors, Main Officers or Substitute Officers, General Shareholders Meeting, or any other entity or officer of the Company to carry out any additional action, resolution, appointment, registration, or any act whatsoever in order to
enable the Substitute Officer to exercise the office of Main Officer since his appointment as such shall constitute sufficient authority, fully vested, to occupy and exercise the functions of a Main Officer due to a temporary or permanent absence of
such Main Officer, whatever the reason or cause of said temporary or permanent absence. Any Substitute Officer may, individually and indistinctly, replace or occupy the position of any Main Officer who is absent temporarily or permanently.
Any Vice-President or Alternate Director may replace the President and preside over meetings of the Board and / or the General Shareholders Meeting when the
Chairman is absent, for any reason, of those meetings. Any
Sub-Secretary
may replace the Secretary, and keep the minutes of the meetings of the Board and / or the General Shareholders Meeting, when the
Secretary is absent, for any reason, from said meetings. However, and notwithstanding the foregoing, the Board and the General Shareholders Meeting may, by unanimous decision or by a majority of those present at a meeting of the Board and the
General Shareholders Meeting, respectively, in which there is a quorum, to choose any persons, whether or not they are a director, an officer or a shareholder, to act as president and / or secretary of these meetings.
The powers of the Officers and their authorization to represent the Company shall be set by the Board or the General Shareholders Meeting. Any officer may
hold more than one position.