Notice of Extraordinary General Meeting of East...

Eastern Property Holdings Limited (EPH) / Notice of Extraordinary General Meeting of Eastern Property Holdings Ltd . Processed and transmitted by Thomson Reuters ONE. The issuer is solely responsible for the content of this announcement.

NOTICE is hereby given that an Extraordinary General Meeting of Eastern Property Holdings Ltd ("the Company") will be held on 15 April 2013 at the Mandarin Oriental Hyde Park, London, 66 Knightsbridge London, SW1X 7LA United Kingdom, at 10AM for the purpose of considering and, if thought fit, passing the following resolutions as requested by Aurora Value Fund:

1. To appoint Olga Melnikova as a director of the Company.
    
2. To appoint Michael Cuthbert as a director of the Company.
    
3. To appoint Tomacz Dukala as a director of the Company.
    
4. To appoint Hans Messmer as a director of the Company.
    
5. To appoint Christodoulos G Vassiliades as a director of the Company.
   
   
6. To amend Article 7.6 of the Company's articles of association by deleting the current text of Article 7.6 and replacing it by the following:
   
   "7.6. A Shareholder must notify the Company of the percentage of its Shares outstanding he holds, directly or indirectly (or on account of another person who is a direct or indirect Shareholder):
   
   (a)  if such aggregate ownership reaches, exceeds or falls below 3% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone;
   
   (b) if such aggregate ownership reaches, exceeds or falls below 5% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone;
   
   (c) if such aggregate ownership reaches, exceeds or falls below 10% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone;
   
   (d) if such aggregate ownership reaches, exceeds or falls below 15% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone;
   
   (e) if such aggregate ownership reaches, exceeds or falls below 20% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone;
   
   (f) if such aggregate ownership reaches, exceeds or falls below 25% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone;
   
   (g) if such aggregate ownership reaches, exceeds or falls below 33 1/3% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone;
   
   (h) if such aggregate ownership reaches, exceeds or falls below 50% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone; or
   
   (i) if such aggregate ownership reaches, exceeds or falls below 66 2/3% as a result of an acquisition or disposal of Shares or any other form of financial instrument or derivative which results in an entitlement to acquire Shares, on such Shareholder's own initiative alone."
   
   
7. To amend Article 8.1 of the Company's articles of association by deleting the current text of Article 8.1 and replacing it by the following:
   
   "8.1  The Company shall hold an annual general meeting each year in any place other than Switzerland, the Russian Federation or the British Virgin Islands, which shall be specified in the notice given under Regulation 8.3. Any two directors of the Company may convene meetings of the Shareholders, to be held in any place other than Switzerland, the Russian Federation or the British Virgin Islands, at such times and in such manner as the directors consider necessary or desirable. Members holding more than 10 per cent of the votes of the outstanding Ordinary Shares may also request in writing that additional items(s) are added to the proposed agenda.
   
   
8. To amend Article 10.6 of the Company's articles of association by deleting the current text of Article 10.6 and replacing it by the following:
   
   "10.6  The directors may by resolution of directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party. To validly bind the Company in exercise of such powers, the joint decision of not less than two-thirds of the total number of directors is required, unless there are only 2 directors in which case the joint decision of two directors is required.  For any instruction from the board of directors to the management of the Company in exercise of such powers the joint signature of not less than two-thirds of the total number of directors is required unless there are only 2 directors in which case the joint signature of two directors is required."
   
   
9. To amend Article 11.6 of the Company's articles of association by deleting the current text of Article 11.6 and replacing it by the following:
   
   "11.6  A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than two-thirds of the total number of directors, unless there are only 2 directors in which case the quorum is 2."
   
   
10. To amend clause 5.1 of the Company's memorandum of association by deleting the current text of clause 5.1 and replacing it by the following:
    
    "The Company is authorised to issue a maximum of 11,000,000 Ordinary Shares without par value and 1,000,000 Series A Preferred Shares without par value."

All items proposed by Aurora Value Fund are supported by the Company's Board of Directors.

The Memorandum and Articles of Association of the Company are available on the Company's website (www.easternpropertyholdings.com).

In order to attend the meeting and exercise their voting rights, shareholders must be entered into the shareholders register as of the close of business on 22 March 2013. The shareholder register is maintained and administered by SIX SAG AG, Baslerstrasse 90, CH-4600 Olten, Switzerland.

A holder of ordinary shares in the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her place.  A proxy need not be a shareholder of the Company.

The instrument appointing a proxy shall be produced at the entrance to the meeting by the person named as proxy.

If two or more persons hold ordinary shares jointly each of them may be present in person or by proxy at the meeting and may speak thereat. If only one of them is present in person or by proxy he may vote on behalf of all joint owners and if two or more of the joint owners are present in person or by proxy they must vote as one.

Any person other than an individual who is a shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at the meeting.

Entry to the meeting will be by entry card. Registered shareholders can request an entry card and an instrument of proxy by contacting:

Mrs Melanie Antenen
General Meetings
SIX SAG AG
Baslerstrasse 90/P.O. Box
CH-4600 Olten, Switzerland
Tel: [phone]
Fax:[phone]

The Board of Directors of Eastern Property Holdings Ltd

21 March 2013

Media Release (PDF)

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Source: Eastern Property Holdings Limited (EPH) via Thomson Reuters ONE

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