13.12.2024 14:51:34
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EQS-CMS: Samara Asset Group p.l.c.: Release of a capital market information
EQS Post-admission Duties announcement: Samara Asset Group p.l.c.
/ NOTICE TO CONVENE SAMARA ASSET GROUP PLC’S EXTRAORDINARY GENERAL MEETING (EGM) OF SHAREHOLDERS.
Company Announcement
NOTICE TO CONVENE SAMARA ASSET GROUP PLC’S EXTRAORDINARY GENERAL MEETING (EGM) OF SHAREHOLDERS.
QUOTE
It is being announced (pursuant to Articles 164 and 165 of the Articles of Association) that the Company Samara Asset Group PLC (C 84355) shall be holding its Extraordinary General Meeting (“EGM”), on Monday 30th of December 2024 at 10:00 hours (CET).
The Extraordinary General Meeting shall be held ‘in person’ at the Company’s Registered Office, that is: 66 & 67, Beatrice, Amery Street, Sliema SLM1707, Malta.
The following resolutions will be tabled for the consideration of the shareholders at the Extraordinary General Meeting (EGM):
Extraordinary Resolution – Special Business
Reduction of the notice period
Ordinary Resolution - Appointment of Two Non-Executive Directors, one of which will also be appointed as Chairman
Following the resignation of current Director, Mr. Jefim Gewiet (with effect from the date of this Meeting), the Board is proposing to appoint two new non-executive directors, as follows:
Ordinary Resolution – Approval of the remuneration of Mr Nicholas Lap-Kay Nigam and Dr Michael Calleja
UNQUOTE
This notice is dated the 13th of December 2024
By order of the Board of Directors.
Thursday 13th of December 2024
Dr. Rebecca Camilleri Company Secretary
Guidance Notes & Ancillary Provisions
A. Record Date
This notice has been mailed to the Members registered as at close of business on the 12th of December 2024. Only such Members shall be entitled to attend and vote at the Extraordinary General Meeting.
B. Participation and voting by Members
A shareholder may participate and vote at the meeting in any of the following ways:
(a) by personally attending the meeting; or (b) by submitting a proxy form to the company.
i) Personal Attendance
A Member may participate at the meeting personally by physically attending the meeting on the appointed day and time at the venue where the meeting is held.
(See “Admission to Meeting”).
ii) Participation by Proxy
In terms of Clause 96 of the Articles of Association, a Member may participate by proxy by completing and signing the proxy form dispatched to all Members together with this notice and sending same to the Office of the Company Secretary not less than 24 hours before the time appointed for the meeting.
A proxy form may be sent to the Company either:
(a) by mail to The Company Secretary; or (b) by electronic means to: camilleri@drwerner.com
In case of proxies sent by email to the email address above set out, the email should have attached thereto a copy of the Proxy Form duly completed and signed by the shareholder or a duly authorised person on behalf of a corporate/institutional Member.
C. Completing the Proxy Form
A Member wishing to participate at the meeting by proxy is to complete all details required on the proxy form fully, clearly and accurately.
This includes:
If a cross or a mark is placed in any two of the three boxes for the same resolution, then the Member’s vote on that particular resolution will be invalid.
Any resolution remaining unmarked on the ballot paper will be treated as authorizing the appointed proxy to vote as he/she wishes.
D. Participation and Voting
A Member wishing to participate simply by having their votes taken into account at the meeting must
E. Admission to the Meeting
F. Draft Resolutions and Documents
The draft resolutions to be considered and voted upon at the meeting are included as an integral part of this notice. The full unabridged text of any documents submitted to the meeting shall, unless dispatched to shareholders, be available at the registered office of the Company and on samara-ag.com.
G. Procedure for Voting during the EGM.
I. Chairman requests those voting in favour of the motion to raise a hand. II. Procedure is repeated for those voting against the motion. III. A count is taken in each case and the Chairman will determine the outcome. IV. The result is recorded in the Minutes by the Company Secretary. V. The counting of hands is necessary particularly when a specific resolution to pass requires a specific majority proportion of the members present. VI. A record is necessary to be kept in the Minutes and if decided by the Chairman, the names of the members voting will also be kept on record.
Voting by ballot (or poll) may become necessary when there are members who hold a number of proxies but have different voting-entitlements. Such an instance would call for correctness in carrying out the method diligently.
H. Right to ask questions
Members (whether personally or by proxy) are reminded that they are entitled to ask questions which are pertinent and related to any item on the agenda of the meeting – and to have such questions answered by the directors or such person(s) as the directors may delegate for that purpose.
To ensure efficient proceedings at the meeting the directors invite Members to submit in writing any questions related to the resolutions to be sent to the Company Secretary either by mail to the Company Secretary or email on camilleri@drwerner.com by not later than 24 hours before the meeting.
Whilst the directors shall endeavour to reply to all questions that may be raised at the meeting only questions that shall have been submitted to them as aforesaid shall be entitled to a reply, provided that any questions raised for the first time at the meeting and to which the directors are not able to provide an immediate reply, shall, subsequent to the meeting be answered by the directors by posting a reply on the Company’s website.
* * *
ANNEX A - PROXY FORM 1
ANNEX B – PROXY FORM 2
Where a Member holds Shares for and on behalf of third parties, such Member is entitled to grant a proxy to each such third party or other persons designated by the third party, and the instrument appointing the proxies shall, to permit votes attaching to Shares to be cast differently than others, be in the following form or in a form as near thereto as circumstances permit:
13.12.2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | Samara Asset Group p.l.c. |
Beatrice 66 & 67, Amery Street | |
SLM 1707 Sliema | |
Malta | |
Internet: | cryptology-ag.com |
End of News | EQS News Service |
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2051187 13.12.2024 CET/CEST
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