EQS-CMS: Samara Asset Group p.l.c.: Release of a capital market information

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 30^th 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

 

1. The notice period to be reduced from twenty-one (21) days to fourteen (14) days. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given.

 

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:

1. The appointment of Dr Michael Calleja as a Non-Executive Director; and
2. The appointment of Mr. Nicholas Lap-Kay Nigam as Chairman and Non-Executive Director.

Ordinary Resolution – Approval of the remuneration of Mr Nicholas Lap-Kay Nigam and Dr Michael Calleja

 

3. The remuneration of Mr Nicholas Lap-Kay Nigam, Chairman and Non-Executive Director, is to be set at €70,000 per annum.
4. The remuneration of Dr Michael Calleja as Non-Executive Director, is to be set at €18,000 per annum.

 

 

UNQUOTE

 

This notice is dated the 13^th of December 2024

 

 

 

 

 

 

 

 

 

By order of the Board of Directors.

 

 

Thursday 13^th 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 12^th 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:

 

1. Indicating whether the Member wishes to appoint as proxy the Chairman of the meeting or another person. In the case that a member wishes to appoint a person other than the Chairman of the meeting as proxy, the full name, address and I.D. Card number of the proxy are to be clearly and legibly inserted in the appropriate space;

 

2. Indicating whether the Member wishes the proxy to vote as the appointed proxy wishes or whether the Member wishes to instruct the proxy how to vote. In either case a mark ought to be made in the appropriate box indicated in the proxy form. In the event that no indication is made it shall be deemed that the Member authorises the proxy to vote as the proxy wishes, unless the Member indicates how he/ she wishes the shares held to be voted by inserting the number of shares or another appropriate mark against the relevant resolutions, in which case the proxy shall be deemed authorised to vote only as indicated by the Member in the proxy form;

 

3. Where a Member wishes to have his/her proxy vote in a particular manner then he/she should indicate his/ her voting preference appropriately against each resolution. The procedure for voting is established and governed in terms of Clause G of this Notice accordingly.

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

 

1. Fill in the proxy form in favour of the Chairman of the meeting

 

2. Concurrently submit proof of their number of shares held in the Dusseldorf Stock Exchange to the Company Secretary and

 

3. proceed to instruct the Chairman how to vote on each resolution to be taken at the meeting by completing the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ boxes in the proxy form.

E. Admission to the Meeting

 

1. In order to be admitted, a Member is to present his Identity Card and the Admission Form enclosed with this notice.

 

2. In the case of shares held jointly by several persons, except in the case of shares held jointly by a married couple, the first named joint holder on the Register of Members shall be eligible to attend and vote at the Meeting.

 

3. A single representative of a joint shareholding, who is not the first named on the Register, will only be eligible to attend and vote at the Meeting if a Form of Proxy has been duly executed in his favour by all other joint holders.

 

4. In the case of shares held jointly by a married couple, both spouses, or either of them, may attend the Meeting. Provided that: i. irrespective of whether both spouses, or either of them, attend the Meeting, only one voting document will be issued and only one of them shall be entitled to vote; and ii. if they wish to appoint a proxy, the Form of Proxy must be signed and executed by both spouses.

 

5. When a Member is a body corporate, association of persons, foundation or other collective entity, a representative thereof will only be eligible to attend and vote at the Meeting if the Form of Proxy has been duly executed in his favour by the competent organ of the entity which he represents.

 

6. Admission to the Meeting will be commenced 30 minutes before the advertised time.

 

7. After the Meeting has proceeded to business, voting documents will continue to be issued until such time as the Meeting proceeds to vote on the first item of the Agenda whether by show of hands or by poll. Thereafter no further voting documents will be issued and admission to the Meeting shall be discontinued.

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.

 

1. Voting by show of hands.

 

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.

 

2. Voting by Ballot/Poll.

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.

 

1. In such a scenario, the Company Secretary would have pre-prepared a voting paper containing the salient but relevant details of the matter being voted on.

 

2. Such voting document is distributed to each of the members present that are eligible to vote.

 

3. Company Secretary will keep a written record showing: the name of the person to whom the voting document was distributed to and how many voting papers were distributed to each person. This becomes relevant since one same person may hold various proxies.

 

4. The voting document should request a voting member to insert a “FOR” or a ‘’AGAINST” or an ‘ABSTAIN’.

 

5. Should there be any votes that are doubtful, the Chairman will be the person to determine and take a ruling.

 

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

FORM OF PROXY
VOTING PREFERENCES
As a Shareholder of Samara Asset Group PLC (C 84355), I hereby appoint the duly appointed Chairman of the EGM as my proxy to vote on my behalf, at the Extraordinary General Meeting (EGM) and at any adjournment thereof:   Date _____________ Name of Shareholder ___________________________ Signature of Shareholder__________________________________________
FILL IN ONE OF THE FOLLOWING BOXES
THE CHAIRMAN IS AUTHORISED TO VOTE AS HE DEEMS FIT
THE CHAIRMAN WILL VOTE AS INDICATED IN THE HEREUNDER RESOLUTIONS PANEL

 

PROXY FORM BY ELECTRONIC MEANS
VOTING PREFERENCES
To be completed when sending Proxy Form by electronic means Name of Shareholder___________________________________________ Signature of Shareholder_________________________________________ Telephone/Mobile Phone Number __________________________________ E-mail address _________________________________________________   A proxy form sent by electronic means is only valid upon confirmation by the Company Secretary.

 

 

 

 

 

 

EXTRAORDINARY RESOLUTION
VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES	FOR	AGAINST	ABSTAIN
The Board of Directors proposes that Pursuant to Clause 60(iii) of the Articles of Association, authorisation will be granted to reduce the notice period from twenty-one (21) days to fourteen (14) days’ having obtained approval by a majority of not less than two-thirds of the shares having voting rights or the issued share capital represented at the meeting. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given.

 

ORDINARY RESOLUTION
VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES	FOR	AGAINST	ABSTAIN
The Board of Directors is proposing that pursuant to Clause 109 of the Company’s Memorandum and Articles of Association, Dr Michael Calleja is nominated and appointed to the Board as a Non-Executive Director by Ordinary Resolution.
The Board of Directors is proposing that pursuant to Clause 109 of the Company’s Memorandum and Articles of Association, Mr.  Nicholas Lap-Kay Nigam is nominated and appointed as Chairman and Non-Executive Director by Ordinary Resolution

 

ORDINARY RESOLUTION
VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES	FOR	AGAINST	ABSTAIN
The remuneration of Mr Nicholas Lap-Kay Nigam, Chairman and Non-Executive Director, is to be €70,000 per annum.
The remuneration of Dr Michael Calleja as Non-Executive Director shall be set at €18,000 per annum

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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:

 

FORM OF PROXY
VOTING PREFERENCES
As a Member holding Shares for and on behalf of third parties in Samara Asset Group PLC (C 84355), I hereby appoint the duly appointed Chairman of the EGM as my proxy to vote on my behalf, at the Extraordinary General Meeting (EGM) and at any adjournment thereof:   Date _____________ Name of Shareholder ___________________________ Signature of Shareholder__________________________________________
FILL IN ONE OF THE FOLLOWING BOXES
THE CHAIRMAN IS AUTHORISED TO VOTE AS HE DEEMS FIT
THE CHAIRMAN WILL VOTE AS INDICATED IN THE HEREUNDER RESOLUTIONS PANEL

 

PROXY FORM BY ELECTRONIC MEANS
VOTING PREFERENCES
To be completed when sending Proxy Form by electronic means Name of Shareholder____________________________________________ Signature of Shareholder_________________________________________ Telephone/Mobile Phone Number __________________________________ E-mail address _________________________________________________ A proxy form sent by electronic means is only valid upon confirmation by the Company Secretary.

 

 

 

 

EXTRAORDINARY RESOLUTION
VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES	FOR	AGAINST	ABSTAIN
The Board of Directors proposes that Pursuant to Clause 60(iii) of the Articles of Association, authorisation will be granted to reduce the notice period from twenty-one (21) days to fourteen (14) days’ having obtained approval by a majority of not less than two-thirds of the shares having voting rights or the issued share capital represented at the meeting. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ORDINARY RESOLUTION
VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES		FOR	AGAINST		ABSTAIN
The Board of Directors is proposing that pursuant to Clause 109 of the Company’s Memorandum and Articles of Association, Dr Michael Calleja is nominated and appointed to the Board as a Non-Executive Director by Ordinary Resolution.
The Board of Directors is proposing that pursuant to Clause 109 of the Company’s Memorandum and Articles of Association, Mr.  Nicholas Lap-Kay Nigam is nominated and appointed as Chairman and Non-Executive Director by Ordinary Resolution

 

 

ORDINARY RESOLUTION
VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES	FOR	AGAINST	ABSTAIN
The remuneration of Mr  Nicholas Lap-Kay Nigam, Chairman and Non-Executive Director, is to be €70,000 per annum.
The remuneration of Dr Michael Calleja as Non-Executive Director shall be set at €18,000 per annum