TIDMJIL
RNS Number : 1228A
Juridica Investments Limited
15 March 2013
NOTICE IS HEREBY GIVEN pursuant to sections 207 and 210 of The
Companies (Guernsey) Law, 2008 as amended (the "Law") and Articles
of Incorporation of the Company (the "Articles") that the ANNUAL
GENERAL MEETING of the members of JURIDICA INVESTMENTS LIMITED will
be held at Bordeaux Court, Les Echelons, St Peter Port, Guernsey on
16 April 2013 at 10.30 am for the purpose of transacting the
following business:
Ordinary Business
To consider the following ordinary resolutions of the
Company:
1. THAT the Directors' Report, Auditors' Report and Consolidated
Financial Statements for the period from 1 January 2012 to 31
December 2012 be received and adopted;
2. THAT the total aggregate remuneration of the Directors of the
Company, being $432,493, in respect of the year ended 31 December
2012 be approved;
3. THAT the maximum total aggregate remuneration of the
Directors of the Company be increased to GBP375,000 per annum;
4. THAT Kermit Birchfield be re-elected as a Director of the Company;
5. THAT PricewaterhouseCoopers CI LLP be re-appointed as auditors of the Company;
6. THAT the Directors be authorised to fix the remuneration of the auditors.
Special Business
To consider the following ordinary resolution of the
Company:
7. Inaccordance with Article 4(2) of the Articles THAT the
Company generally be and is hereby authorised for the purposes of
section 315 of the Law to make one or more market acquisitions (as
defined in the Law) of ordinary shares in the capital of the
Company ("Shares"), provided that:
i. The aggregate maximum number of Shares hereby authorised to
be purchased shall be 14.99% of the Company's issued share
capital;
ii. The minimum price (exclusive of expenses) which may be paid for a Share is GBP0.01;
iii. The maximum price (exclusive of expenses) payable by the
Company which may be paid for each Share shall not be higher than
10 per cent. above the average of the mid-market values of the
Shares for the 5 business days prior to the date the purchase is
made;
iv. The authority hereby conferred shall (unless previously
renewed or revoked) expire at the earlier of the conclusion of the
Company's next annual general meeting or in eighteen (18) months
from the date of this resolution;
v. The Company may make a contract to purchase Shares under the
authority hereby conferred prior to the expiry of such authority
which will or may be executed wholly or partly after the expiry of
such authority, and may make a purchase of Shares in pursuance of
any such contract after such expiry; and
vi. The purchase price may be paid by the Company to the fullest
extent permitted by the Law.
The timing of any purchases in accordance with the above
authority will be decided by the board of directors of the
Company.
Dated 14 March 2013 By Order of the Board
Registered Office:
Bordeaux Court
Les Echelons
St Peter Port
Guernsey
Bordeaux Services (Guernsey)
Limited
Company Secretary
Notes:
1. A member entitled to attend and vote at the meeting is
entitled to appoint one or more proxies to attend and vote in his
stead. A proxy need not be a member of the Company. The appointment
of a proxy will not preclude a member from being present at the
meeting and voting in person if he or she should subsequently
decide to do so.
2. A proxy form is enclosed and to be valid proxy forms together
with the power of attorney or other authority (if any) under which
it is signed or a notarially certified copy of that power or
authority must be lodged not later than 48 hours before the time of
the meeting with the Company's Registrars at: Capita Registrars,
Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU. A proxy delivered to the Company's registered office in
accordance with the Articles of Incorporation of the Company shall
also be valid.
3. Joint shareholders may attend the meeting but shall not have
the right of voting individually but shall elect one of their
number to represent them. Any one shareholder may sign a proxy form
or poll card on behalf of all joint shareholders. If more than one
joint shareholder fills in a proxy form or poll card, the most
recent voting instruction of the shareholder named first in the
register of members will be accepted, whenever instructions from
another joint holder are received.
4. If within fifteen minutes after the time appointed for the
meeting a quorum is not present the meeting shall be adjourned and
shall stand adjourned for seven days at the same time and place or
to such other day and at such other time and place as the Board may
determine and no notice of adjournment need be given.
1.
I/We
................................................................................................................
..............
of
................................................................................................................
.................
being a member of Juridica Investments Limited, hereby appoint
.........................................................
................................................................................................................
........
or failing him/her/them the Chairman of the meeting as my/our
proxy to vote in my/our name and on my behalf at the Annual General
Meeting of Juridica Investments Limited to be held on 16 April 2013
at 10:30 a.m. and at any adjournment thereof.
This form is to be used in respect of the resolutions as
follows:
FOR AGAINST ABSTAIN
------------------------------------------- ---- -------- --------
Resolution 1 - THAT the Directors'
Report, Auditors' Report and Consolidated
Financial Statements for the period
from 1 January 2012 to 31 December
2012 be received and adopted.
------------------------------------------- ---- -------- --------
Resolution 2 - THAT the total aggregate
remuneration of the directors of
the Company being $432,493 in respect
of the period from 1 January 2011
to 31 December 2012 be approved.
------------------------------------------- ---- -------- --------
Resolution 3 - THAT the maximum
total aggregate remuneration of
the Directors of the Company be
increased to GBP375,000 per annum.
------------------------------------------- ---- -------- --------
Resolution 4 - THAT Kermit Birchfield
be re-elected as a director of
the Company.
------------------------------------------- ---- -------- --------
Resolution 5 - THAT PricewaterhouseCoopers
CI LLP be re-appointed as auditors
of the Company.
------------------------------------------- ---- -------- --------
Resolution 6 - THAT the Directors
be authorised to fix the remuneration
of the auditors.
------------------------------------------- ---- -------- --------
Resolution 7 - THAT the Company
generally be and is hereby authorised
for the purposes of section 315
of the Law to make one or more
market acquisitions (as defined
in the Law) of ordinary shares
in the capital of the Company.
------------------------------------------- ---- -------- --------
Unless otherwise instructed the proxy may vote as he thinks fit
or abstain from voting.
Signed this...................day
of...................................2013
Signed..........................................
Please return this form to:
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU or
Bordeaux Services (Guernsey) Limited, P O Box 466, St Peter
Port, Guernsey, GY1 6AW
Notes to the Proxy
1. Where no instruction is given, either generally or in
relation to any resolution, your proxy may vote at his or her
discretion or refrain from voting as he or she sees fit. The
Chairman of the meeting will decide any unclear voting instructions
he receives. His decision will be final.
2. Changes to written proxy voting instructions for the Chairman
must be made in writing and signed by the shareholder. The voting
instruction received last (but not later than 48 hours before the
time of the meeting) will be the one that is followed. The
Chairman's decision concerning changes to proxy voting will be
final. Alternatively, shareholders wishing to change their proxy
voting instructions may do so by attending the meeting and voting
in person.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAEAEDSFSNDEFF
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