Lehman Brothers Financial SA (LEHNQ)

[cottonisking]

UNANIMOUS WRITTEN CONSENT
OF
THE TRUSTEES

WEIL\100712710\2\58399.0011
UNANIMOUS WRITTEN CONSENT
OF
THE TRUSTEES
OF
THE LEHMAN BROTHERS PLAN TRUST
The undersigned, being all of the trustees (the “Trustees”) of the Lehman Brothers Plan
Trust (the “Plan Trust”), hereby consent to adopt and approve the following resolutions and each
and every action effected thereby:
WHEREAS, on September 15, 2008 and periodically thereafter, Lehman Brothers
Holdings Inc. (“LBHI”), together with certain of its subsidiaries (collectively, the “Debtors”),
commenced cases under chapter 11 of title 11 of the United States Code by filing voluntary
petitions for relief with the United States Bankruptcy Court for the Southern District of New York
(the “Bankruptcy Court”);
WHEREAS, the Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc.
and its Affiliates (the “Plan”) was confirmed by the Bankruptcy Court on December 6, 2011;
WHEREAS, LBHI and the Trustees entered into a trust agreement, effective as of March
6, 2012, setting forth the terms and conditions that govern the Plan Trust (the “Plan Trust
Agreement”);
WHEREAS, pursuant to the Plan Trust Agreement, all of the common and preferred stock
of LBHI was cancelled and one new share of LBHI common stock was issued to the Plan Trust;
WHEREAS, pursuant to orders issued on November 14, 2014, March 6, 2017 and August
13, 2020, the Bankruptcy Court extended the term of the Plan Trust to December 6, 2017,
December 6, 2020 and December 6, 2025, respectively;
WHEREAS, the Trustees have reviewed and considered the terms and conditions of the
Plan and the Plan Trust Agreement, and deemed it advisable and in the best interests of the Plan
Trust to approve an amendment to the Plan Trust Agreement substantially in the form attached
hereto as Exhibit A in order to (i) extend the term of the Plan Trust for another four (4) years to
December 6, 2029 and (ii) relieve the Trustees of the requirement to replace members of the LBHI
board of directors in the event of resignations or vacancies, provided that there is at least one
director (such amendments, together, the “Plan Trust Amendments”);
WHEREAS, pursuant to section 8.1 of the Plan Trust Agreement, the Plan Trust Agreement
may be amended by the affirmative vote of two-thirds of the Trustees; and
08-13555-mg Doc 61844 Filed 09/12/25 Entered 09/12/25 16:16:42 Main Document
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