To approve the proposed scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the Scheme of Arrangement).
To (i) authorize the Companys board of directors to take all action necessary or appropriate for carrying the Scheme of Arrangement into effect and (ii) make certain amendments to the Companys Articles of Association in order to facilitate the Scheme of Arrangement, including provisions to ensure that any ordinary shares that are issued or transferred at or after the Voting Record Time will either be subject to the terms of the Scheme of Arrangement or will be acquired by Vol Holdings LLC ...(due to space limits, see proxy material for full proposal).
To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Companys named executive officers in connection with the Transaction, as disclosed in the table entitled Potential Payments to Named Executive Officers beginning on page 70 of the proxy statement, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable.