The Company announces that its Annual General Meeting was held on Thursday, 26 April 2012, 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 of the financial statements for the year ended 31 December 2011.
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:
2.1 Desmond de Beer; and
2.2 Michael Mills,
who will retire at the Company’s Annual General Meeting and being eligible, have offered themselves for re-election.
3. Authorisation for the directors of the Company to fix their remuneration.
Special Business
4. Re-appointment of Ernst & Young LLC as auditors of the Company and authorisation for the Company’s directors to fix their remuneration.
5. Amendment of the NEPI Share Purchase Scheme adopted by shareholders on 3 May 2011 (the “current scheme”) to increase the maximum aggregate number of shares which can be offered for subscription or purchase under this scheme (“scheme allocation”):
- from 8,000,000 (eight 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 5,205,397 shares),
- to 10,000,000 (ten million) shares less 5,205,397 shares issued in terms of the NEPI incentive scheme and referred to above.
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:
That Article 5.3 of the Company’s Articles of Association be deleted and replaced by:
The provisions of Article 5.2 are dis-applied in respect of any allotments of equity securities of the Company so that, subject to the Listings Requirements of the JSE Limited, the AIM Rules for Companies issued by London Stock Exchange plc and the rules of the Bucharest Stock Exchange, the directors are authorised to issue shares for cash, on the basis that:
6.1 this authority will only be valid until the Company’s next annual general meeting or for 15 months from the date of this resolution, whichever period is shorter;
6.2 any shares issued in terms of this authority:
6.2.1 must be of a class already in issue, or must be convertible into a class of shares already in issue;
6.2.2 must be issued to public shareholders, and not to related parties, all as defined in the Listings Requirements of the JSE Limited;
6.2.3 may not in aggregate in any one financial year (taking into account the number of any shares that may be issued in future as a result of the issue of any convertible securities/options in terms of this authority) exceed 15% of the number of shares of that class in issue on the date in question (including any shares that may be issued in future as a result of any existing convertible securities/options), less any shares issued during the financial year in question (including the number of any shares that may be issued in future as a result of the issue of any convertible securities/options in terms of this authority), plus any shares of that class to be issued pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten, plus any shares of that class to be issued pursuant to an acquisition that has been announced, is irrevocable and is fully underwritten;
6.2.4 for the purposes of 6.2.3, shares of a particular class, will be aggregated with any shares that are compulsorily convertible into shares of that class, and, in the case of the issue of compulsorily convertible shares, aggregated with the shares of that class into which they are compulsorily convertible;
6.2.5 may not be issued at a price less than a 10% discount to the weighted average traded price 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 parties subscribing for the shares.
After the Company has in terms of this authority issued shares for cash equivalent to 5% or more of the number of shares of that class in issue prior to that issue, the Company shall publish an announcement containing full details of such issue/s (including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue is agreed in writing between the issuer and the party/ies subscribing for the shares and the effects of the issue on net asset value per share, net tangible asset value per share, earnings per share, headline earnings per share and, if applicable, diluted earnings and headline earnings per share).
