Black Sea Property PLC Notice of AGM 2022 (3199I)

TIDMBSP

RNS Number : 3199I

Black Sea Property PLC

01 December 2022

1 December 2022

Notice of Annual General Meeting

BLACK SEA PROPERTY PLC

Notice is hereby given that the Annual General Meeting of Black Sea Property Plc (the "Company") will be held at 6th floor, Victory House, Prospect Hill, Douglas IM1 1EQ, Isle of Man on 21 December 2022 at 10 a.m. for the following purposes:

ORDINARY BUSINESS

To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

 
Resolution  To receive and adopt the audited accounts of the Company 
 1.          for the year ended 31 December 20 2 1 together with 
             the Directors' and Auditor's reports thereon. 
Resolution  To re-appoint Grant Thornton as Auditors to the Company 
 2.          and to authorise the Directors to determine the Auditors' 
             remuneration. 
Resolution  To re-appoint Ventsislava Altanova as a Director who 
 3 .         retires in accordance with Article 78 at the commencement 
             of the 2022 Annual General Meeting and submits herself 
             for immediate reappointment to the board. 
Resolution  To approve the transfer of domicile of the five dormant 
 4.          Jersey subsidiaries ("Jersey Subsidiaries") to the 
             Isle of Man. 
Resolution  To authorise the Board to explore options for the sale 
 5.          of the Jersey Subsidiaries and to conclude such sales 
             with appropriate candidates.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions:

 
Resolution  To authorise the issue (for cash or non-cash consideration) 
 6.          by the directors of ordinary shares to a maximum aggregate 
             value of up to EUR22,000,000. This authority will require 
             renewal every five years. 
Resolution  To authorise the dis-application of pre-emption rights 
 7.          up to a maximum aggregate value of EUR22,000,000. This 
             authority requires renewal every fifteen months.

The Directors of the issuer accept responsibility for the contents of this announcement.

For further information, please visit www.blackseapropertyplc.com or contact the following:

 
BLACK SEA PROPERTY PLC           simon.hudd@d3acap.com 
 Simon Hudd - Chairman 
PETERHOUSE CAPITAL LIMITED 
 AQSE Corporate Adviser 
 Heena Karani and Duncan Vasey   +44 (0) 207 469 0930

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

BLACK SEA PROPERTY PLC

(a company incorporated in the Isle of Man with registered number 013712V)

FORM OF PROXY

To be used for the Annual General Meeting of the Company to be held at the offices of held at 6th floor, Victory House, Prospect Hill, Douglas IM1 1EQ, Isle of Man on 21 December 2022 at 10 a.m.

 
 
  I/We _______________________________________(1) of _______________________ 
 
  ____________________________________________________________________(1) 
  being member(s) of the above- named Company, hereby appoint 
  the Chairman 
 
  of the Meeting or _____________________________________ (2) 
  of 
 
_________________________________________________________________________________ 
 as my/our proxy 
to vote on my/our behalf at the Annual General Meeting of the 
 Company to be held on 21 December 2022 at 10 a.m. and at any 
 adjournment thereof.

I/We direct my/our proxy to vote in respect of the Resolutions to be proposed at such Annual General Meeting in the following manner (3):-

 
ORDINARY BUSINESS                                FOR  AGAINST  ABSTAIN 
To receive and adopt the audited accounts 
 of the Company for the year ended 31 
 December 20 2 1 together with the Directors' 
 and Auditor's reports thereon. 
To re-appoint Grant Thornton as Auditors 
 to the Company and to authorise the Directors 
 to determine the Auditors' remuneration. 
To re-appoint Ventsislava Altanova as 
 a Director who retires in accordance 
 with Article 78 at the commencement of 
 the 2022 Annual General Meeting and submits 
 herself for immediate reappointment to 
 the board. 
To approve the transfer of domicile of 
 the five dormant Jersey subsidiaries 
 to the Isle of Man. 
To authorise the Board to explore options 
 for their sale and to conclude such sales 
 with appropriate candidates. 
SPECIAL BUSINESS                                 FOR  AGAINST  ABSTAIN 
To authorise the issue (for cash or non-cash 
 consideration) by the directors of ordinary 
 shares to a maximum aggregate value of 
 up to EUR22,000,000. This authority will 
 require renewal every five years. 
To authorise the dis-application of pre-emption 
 rights up to a maximum aggregate value 
 of EUR22,000,000. This authority requires 
 renewal every fifteen months. 
 
   Dated:                                                                    2022

Signature_________________________________

NOTES:

 
1  Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 
    The name of all joint holders should be stated . 
2  If you wish to appoint a person other than the Chairman of 
    the above Meeting as your proxy please delete the words "the 
    Chairman of the Meeting" and print the name and address of 
    the person you wish to appoint in the space provided. 
3  Please indicate with a "X" in the appropriate space beside 
    the resolution how you wish your proxy to vote on your behalf 
    on a poll. Except as otherwise instructed, your proxy will 
    exercise his discretion as to how he votes or whether he abstains 
    from voting. 
4  This form of proxy must be signed by the member or his attorney 
    duly authorised in writing, or if the appointer is a corporation 
    the form of proxy must be executed under the hand of an officer 
    of the corporation duly authorised on their behalf. 
5  A member entitled to attend and vote is entitled to appoint 
    one or more parties to attend and, on a poll, to vote instead 
    of him. A proxy need not also be a member. In the case of joint 
    holders, if more than one such joint holder is present, only 
    the person whose name stands first in the Register of Members 
    of the Company in respect of the relevant joint holding will 
    be entitled to vote, 6th floor, Victory House, Prospect Hill, 
    Douglas IM1 1EQ, Isle of Man (Attn: Angela Faragher) email 
    Angela.Faragher@crowe.im no later than 48 hours before the 
    time appointed for holding the above Meeting together with 
    the power of attorney or other authority (if any) under which 
    it is signed, or a notarially certified copy of such power 
    or authority.

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