Geiger Counter Ltd : AGM Statement

GEIGER COUNTER LIMITED - AGM

Geiger Counter Limited held its annual general meeting on the 24^th February 2012 at Ordnance House, 31 Pier Road, St Helier, Jersey.

      The Chairman is pleased to report that the following ordinary resolutions, each as listed in the notice of annual general meeting distributed in December 2011, were passed by the members:

1. That the Report of the Directors and the audited Financial Statements for the year-ended 30 September 2011 be approved;  

2. That KPMG Channel Islands Limited, Chartered Accountants, be re-appointed as Auditors and that the Directors be authorised to determine their remuneration; 

3. That the Directors' remuneration report for the year ended 30 September 2011 be approved; 

4. That, pursuant to Article 46.1 of the Articles of Association of the Company, the life of the Company be and is hereby extended from the sixth anniversary of the First Closing Date until the next annual general meeting of the Company, when a further extension will be sought; 

5. That the Directors be and are hereby authorised to issue up to 124,415,508 ordinary shares in one or more tranches over the period from the date of the Annual General Meeting held in 2012 up to the date of the Annual General Meeting of the Company held in 2013, at a premium over the net asset value per share and that such issue(s) of ordinary shares is approved in accordance with Article 7.1 of the Articles of Association of the Company and generally. 

The Chairman is pleased to report that the following special resolutions, each as listed in the notice of annual general meeting distributed in December 2011, were passed by the members:

1. That the Directors be and are hereby authorised to offer to existing and prospective holders of ordinary shares in the Company, subscription shares having such rights and being subject to such restrictions as the Directors may determine ("Subscription Shares"), in one or more tranches over the period from the date of the Annual General Meeting held in 2012 up to the date of the Annual General Meeting of the Company held in 2013 and:- 

1. the restrictions set out in Article 6.1(b) of the Articles of Association of the Company be and are hereby waived in relation to any such offer and the allotment and issue of Subscription Shares pursuant thereto; and 

2. the allotment and issue of new ordinary shares in the Company on exercise of the conversion rights in respect of any Subscription Shares be approved for the purposes of Article 7.1 of the Articles of Association of the Company and generally; 

2. That Article 19.1 of the Articles of Association of the Company be deleted in its entirety and replaced with the following:-  

"An annual general meeting, a general meeting called for the passing of a Special Resolution and all other meetings shall be called by at least the minimum number of days' notice required by the Law but a general meeting may be called by shorter notice if it is so agreed:"

For more information:

Lisa Neil:       - R&H Fund Services (Jersey) Limited:  01534 825336

Adam Cooke - New City Investment Managers Limited: 02072015368

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Source: Geiger Counter Ltd via Thomson Reuters ONE

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