The Company announces that its annual general meeting was held at 10:00 am British Summer Time, on Thursday, 2 May 2013, at the Company’s registered office at 2nd Floor, Anglo International House, Lord Street, Douglas, Isle of Man.
All resolutions proposed were passed by the requisite majorities of NEPI shareholders.
In accordance with Article 113 par.(1) let. A, of the Romanian National Securities Commission Regulation no. 1/2006, the resolutions are listed below:
Ordinary Business
1. Receiving and adopting the reports of the directors and auditors of the Company and the financial statements for the year ended 31 December 2012.
2. Re-election of those directors of the Company who will retire by rotation in accordance with article 86 of the Articles of Association of the Company and being eligible, have offered themselves for reelection:
2.1 Martin Slabbert; and
2.2 Jeff Zidel.
3. Authorisation given to the directors of the Company to fix their remuneration in accordance with article 95 of the Articles of Association of the Company.
4. Re-appointment of Ernst & Young LLC as auditors of the Company and to authorise the Company’s directors to fix their remuneration.
Special Business
5. Amendment of the NEPI Share Purchase Scheme adopted by shareholders on 24 April 2012 (the “current scheme”) as follows:
5.1. increase the maximum aggregate number of shares which can be offered for subscription or purchase under this scheme (“scheme allocation”):
- from 10,000,000 (ten million) shares less the number of shares issued in terms of the NEPI incentive scheme (i.e. the scheme which was in place since before the Company’s listing on the AIM market of the London Stock Exchange) and in respect of which the purchase price remained outstanding as at the date of implementation of the current scheme (being 5,100,790 shares),
- to 15,000,000 (fifteen million) shares less 5,100,790 shares issued in terms of the NEPI incentive scheme and referred to above; and
5.2. to increase the maximum aggregate number of shares which can be offered to any one individual under the NEPI Share Purchase Scheme from 2,000,000 (two million) to 3,000,000 (three million) shares, provided that this maximum shall not apply in the event that any reduction in the Company’s issued ordinary share capital results in any offeree having accepted an offer in excess of such maximum.
6. So as to maintain the maximum “headroom” available to the directors for expanding the Company’s business by allotting equity securities of the Company for cash on a non pre-emptive basis, the shareholders passed the following special resolution:
Resolved that, subject to the restrictions set out below and subject to the provisions of article 5.3, the Listings Requirements of the JSE Limited, the AIM rules for companies issued by the London Stock Exchange plc and the rules of the Bucharest Stock Exchange, the directors of the Company be and are hereby authorised until this authority lapses at the next annual general meeting of the Company, provided that this authority shall not extend beyond 15 months, to allot and issue shares of the Company (including the grant or issue of options or convertible securities that are convertible into an existing class of shares) for cash (or for the extinction or payment of any liability, obligation or commitment, restraint or settlement of expenses) on the following basis:
6.1. the shares which are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must be limited to such shares or rights as are convertible into a class already in issue;
6.2. the allotment and issue of shares for cash shall be made only to persons qualifying as “public shareholders”, as defined in the Listings Requirements, and not to “related parties”;
6.3. shares which are the subject of general issues for cash:
6.3.1. in aggregate in any one financial year may not exceed 15% of the Company’s shares in issue of that class (for purposes of determining the shares comprising the 15% number in any one year, account must be taken of the dilution effect, in the year of issue of options or convertible securities, by including the number of any equity securities which may be issued in future arising out of the issue of such options/convertible securities);
6.3.2. of a particular class will be aggregated with any securities that are compulsorily convertible into securities of that class and, in the case of the issue of compulsorily convertible securities, by including the number of equity securities which may be issued in future arising out of the issue of such options/convertible securities;
6.3.3. as regards the number of shares which may be issued (the 15% number), same shall be based on the number of shares of that class in issue added to those that may be issued in future (arising from the conversion of options/convertible securities), at the date of such application:
6.3.3.1. less any shares of the class issued, or to be issued in future arising from options/convertible securities issued, during the current financial year of the Company (which commenced on 1 January 2013);
6.3.3.2. plus any shares of that class to be issued pursuant to:
6.3.3.2.1. a rights issue which has been announced, is irrevocable and is fully underwritten; or
6.3.3.2.2. an acquisition (in respect of which final terms have been announced) which acquisition issue securities may be included as though they were securities in issue at the date of application;
6.4. the maximum discount at which shares may be issued is 10% of the weighted average traded of such shares measured over the 30 business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the shares;
6.5. after the Company has issued shares in terms of this general authority to issue shares for cash representing on a cumulative basis within a financial year, 5% or more of the number of shares in issue prior to that issue, the Company shall publish an announcement containing full details of that issue, including:
6.5.1. the number of shares issued;
6.5.2. the average discount to the weighted average traded price of the shares over the 30 business days prior to the date that the issue is agreed in writing between the Company and the party/ies subscribing for the shares; and
6.5.3. the effects of the issue on the net asset value per share, net tangible asset value per share, earnings per share, headline earnings per share, and if applicable diluted earnings and diluted headline earnings per share.”
