Common use of SHAREHOLDING STRUCTURE Clause in Contracts

SHAREHOLDING STRUCTURE. 4.1 Upon Completion, the voting share capital of the Company will be represented by: (i) 103,336,423,049 Ordinary Shares held by the Original Shareholders representing 90.1% of the voting share capital of the Company; and (ii) 11,354,390,546 Preferred Class A Shares held by the Preferred Shareholders representing 9.9% of the voting share capital of the Company. Each Equity Share, regardless of whether it is an Ordinary Share or a Preferred Class A Share, will have one vote. 4.2 On the Completion Date, the Company shall issue 11,354,390,546 Preferred Class A Shares and the Preferred Shareholders shall subscribe for such Preferred Class A Shares as set out opposite their respective names in Schedule 2 (Shareholding After Completion). The rights and privileges afforded to each of the Preferred Class A Shares as they relate to the receipt of Distributable Dividends are set out herein. The Preferred Shareholders shall have preferential rights upon liquidation, as set out in the Articles. The Original Shareholders hereby waive their right to redemption in case of liquidation in favour of the Preferred Shareholders. 4.3 For the avoidance of doubt, no Original Shareholder shall receive any proceeds as a result of liquidation and any and all amounts received in this respect shall be distributed to Preferred Shareholders as set out in the Articles, and otherwise to the extent permitted by Applicable Law, but only up to an amount to be calculated as the Preference Amount compounded by the Redemption Eligible IRR starting on the Completion Date and ending on the date that proceeds are realised as a result of liquidation (“Liquidation Preference Amount”). The Original Shareholders hereby irrevocably assign and transfer any proceeds they might otherwise be entitled to receive as a result of liquidation of the Company by operation of law, including but not limited to the amount they have received in consideration of and corresponding to the nominal / par value of Equity Shares they hold at the time of liquidation which shall not, in any case, be less than the Liquidation Preference Amount less any proceeds resulting from liquidation and any and all amounts received in this respect by the Preferred Shareholders (“Liquidation Assignment Amount”). The parties agree that this Clause is a true, valid, irrevocable and enforceable assignment of the Liquidation Assignment Amount and the Parties agree to take all actions necessary to effect the assignment hereof under any relevant jurisdiction. 4.4 Unless otherwise mutually agreed between the Ordinary Shareholders and the Preferred Shareholders, and without prejudice to Clause 8.1, none of the Preferred Shareholders shall be obliged to provide any further capital to the Company or any TFI Group Company either by way of subscription for Equity Shares, loan notes, preferred equity instruments (of whatever nature) or other instruments or securities, or by advancing loans, or otherwise. 4.5 In the event that this Agreement is terminated in accordance with Clause 35 (Duration and Termination) below, the rights and privileges afforded to the Preferred Class A Shares, to the extent such rights have not expired earlier, shall expire. In the event that such automatic expiration of Preferred Class A Shares cannot be achieved, each of the Preferred Shareholders agrees to take all necessary actions and vote all Preferred Class A Shares it then owns to cause the Company to remove the preferences granted to Preferred Class A Shares. 4.6 The Preferred Class A Shares have been offered by way of a private placement to institutional investors only outside the United States in compliance with Regulation S (Category [1]) of the United States Securities Act of 1933, as amended (the “Securities Act”). There has not been and will be no sale or distribution of Preferred Class A Shares by the Company in or into the U.S. or to, or for the account or benefit of, U.S. persons (as defined in the Securities Act), or in or into, or to investors, in Canada, Australia, or Japan.

SHAREHOLDING STRUCTURE. 4.1 Upon Completion8.4.1 In the event of an issue of new Shares, the voting share capital of the Company will be represented by: (i) 103,336,423,049 Ordinary Shares held by the Original Shareholders representing 90.1% of the voting share capital of the Company; and (ii) 11,354,390,546 Preferred Class A Shares held by the Preferred Shareholders representing 9.9% of the voting share capital of the Company. Each Equity Share, regardless of whether it is an Ordinary Share or a Preferred Class A Share, will have one vote. 4.2 On the Completion Date, the Company shall issue 11,354,390,546 Preferred Class A Shares and the Preferred Shareholders shall subscribe for such Preferred Class A Shares as set out opposite their respective names in Schedule 2 (Shareholding After Completion). The rights and privileges afforded to each of the Preferred Class A Shareholders shall be entitled to subscribe for a quantity of such new Shares as they relate proportional to its Equity Proportion prior to such issuance, save that such issue of new Shares shall be consented to by the Investor in writing (unless the 66% Share Repurchase has been effected, in which case such specific consent of the Investor is not required). 8.4.2 The Company shall give written notice to the receipt Investor of Distributable Dividends are set its intention to carry out hereinfurther fund raising. Any such further fund raising shall be subject to prior written consent from the Investor, and will similarly be by way of issuing new shares (be it by way of the issuance of ordinary shares (regardless of share class), preferential shares, share options, convertible securities and/or similar instruments, as well as any securities issued in connection with any share split, share dividend or other event), with the shareholding interests of the then existing shareholders diluted accordingly. The Preferred Shareholders shall have preferential rights upon liquidationCompany hereby grants the Investor, as set out in the Articles. The Original Shareholders hereby waive their right to redemption in case of liquidation in favour and each of the Preferred Shareholders. 4.3 For the avoidance Investor shall have, a first right of doubt, no Original Shareholder shall receive any proceeds as a result of liquidation and refusal to participate in any and all amounts received future fund raising prior to IPO and to purchase up to a pro-rata share of the new securities issued by the Company in this respect shall be distributed to Preferred Shareholders as set out such fund raising, such pro rata share being the Investor’s then prevailing shareholding interest in the ArticlesCompany immediately prior to such issuance of new securities. Such participation will be on the same terms then offered in such future fund raising. The Investor may, and otherwise after the Company’s notice of further fund raising, exercise their first right of refusal by giving written notice to the extent permitted by Applicable Law, but only up to an amount Company and stating therein the quantity of new securities to be calculated as the Preference Amount compounded purchased by the Redemption Eligible IRR starting on Investor. This Clause 8.4.2 is subject always to the Completion Date 66% Share Repurchase not having been effected. 8.4.3 Subject always to this Agreement, the Shareholders agree that Company may allot and ending on the date that proceeds are realised as a result of liquidation issue Shares to such other person or persons (“Liquidation Preference AmountOther Investor”). The Original Shareholders hereby irrevocably assign and transfer any proceeds they might otherwise ) provided that such Other Investor shall execute a legally binding undertaking to be entitled to receive as a result of liquidation of the Company by operation of law, including but not limited to the amount they have received in consideration of and corresponding to the nominal / par value of Equity Shares they hold at the time of liquidation which shall not, in any case, be less than the Liquidation Preference Amount less any proceeds resulting from liquidation and any and all amounts received in this respect bound by the Preferred terms of this Agreement as if they were an original party hereto. Upon the execution of such an undertaking, the Shareholders (“Liquidation Assignment Amount”). The parties agree that this Clause is a true, valid, irrevocable and enforceable assignment of the Liquidation Assignment Amount and the Parties agree to shall take all actions such steps as are necessary to effect the assignment hereof under any relevant jurisdiction. 4.4 Unless otherwise mutually agreed between the Ordinary Shareholders allotment and the Preferred Shareholders, issue of such Shares to such Other Investor and without prejudice to Clause 8.1, none of the Preferred Shareholders such Shares shall be obliged to provide any further capital to the Company or any TFI Group Company either by way of subscription for Equity Shares, loan notes, preferred equity instruments (of whatever nature) or other instruments or securities, or by advancing loans, or otherwise. 4.5 In the event that this Agreement is terminated on allotment and issue rank pari passe in accordance all respects with Clause 35 (Duration and Termination) below, the rights and privileges afforded to the Preferred Class A Shares, to the extent such rights have not expired earlier, shall expire. In the event that such automatic expiration of Preferred Class A Shares cannot be achieved, each of the Preferred Shareholders agrees to take all necessary actions and vote all Preferred Class A Shares it then owns to cause the Company to remove the preferences granted to Preferred Class A issued Shares. 4.6 The Preferred Class A Shares have been offered by way of a private placement to institutional investors only outside the United States in compliance with Regulation S (Category [1]) of the United States Securities Act of 1933, as amended (the “Securities Act”). There has not been and will be no sale or distribution of Preferred Class A Shares by the Company in or into the U.S. or to, or for the account or benefit of, U.S. persons (as defined in the Securities Act), or in or into, or to investors, in Canada, Australia, or Japan.