ITF

14 11. 11. 11. 11. EXCLUSIVE VOTING RIGHTS OF CLASS B MEMBERS EXCLUSIVE VOTING RIGHTS OF CLASS B MEMBERS EXCLUSIVE VOTING RIGHTS OF CLASS B MEMBERS EXCLUSIVE VOTING RIGHTS OF CLASS B MEMBERS (a) (a) (a) (a) Class B Members shall be entitled to the number of shares set against their respective names at Appendix A, and shall thereby be entitled to one vote per Class B Share allotted to it unless otherwise specified herein. (b) (b) (b) (b) Upon election to Class B Membership, the new Class B Member shall subscribe for and be allotted one Class B share. After three years a Class B Member may put forward a Resolution for an increase in Class B Shares in accordance with Article 17. A Class B Member which has applied for and has been granted an increase in Class B Shares at an AGM in one year may not apply for a further increase in shares at the AGM in the following year. (c) (c) (c) (c) The Council at an Annual General Meeting may consider a Resolution submitted by a Class B Member or the Board of Directors for an increase or reduction in Class B Shares provided that notice of such Resolution is given in accordance with Article 17. Any increase or reduction must be limited to the next share category (1, 3, 5, 7, 9 and 12). If a Class B Member holding only one Class B Share submits a Resolution for a reduction in Class B Shares in accordance with Article 17, such Class B Share shall, upon passing of that Resolution, be cancelled and a Class C Share issued. (d) (d) (d) (d) Prior to submitting a Resolution to the Council or making a recommendation in relation to a Resolution submitted by a Class B Member for an increase or reduction in Class B Shares, the Board of Directors will take into consideration the criteria referred to in Appendix C. In the case of an application for an increase in the number of Class B Shares, the Board of Directors may appoint a representative to visit the country or territory of the Class B Member concerned and submit a report of the visit to the Board of Directors. The cost of this visit shall be borne by the Class B Member concerned. (e) (e) (e) (e) A Member that has been elected a Class B Member and has subscribed for an increased number of Class B Shares, shall be allotted such further number of Class B Shares as may be conferred upon it by Resolution of the Council. A Class B Member representing the remainder of a country that has been divided into two or more countries may suffer a reduction in its entitlement to votes. (f) (f) (f) (f) No application by a Class B Member for an increase in Class B Shares shall be accepted from a Member who during the past three years has applied for and been given a decrease, unless subscriptions for the previous years are paid at the higher rate; and no application for a decrease in Class B Shares shall be accepted from a Member who, during the past three years, has applied for and been given an increase in Class B Shares. (g) (g) (g) (g) The Board may present a Resolution to the Council to increase or reduce Class B Shares. Any Resolution of the Council to approve an increase or reduction in Class B Shares shall require a two-thirds majority. 12. 12. 12. 12. VOTING BY MEMBERS VOTING BY MEMBERS VOTING BY MEMBERS VOTING BY MEMBERS The votes to which any Class B Member is entitled shall be cast by one of its delegates, who shall be named prior to the opening of the General Meeting concerned.

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