Atalaya Mining Regulatory News (ATYM)

13 Feb 2006 12:40

Eastern Mediterranean Res. Pblc LD13 February 2006 AIM: EMED 13th February 2006 NOTICE OF ANNUAL GENERAL MEETING Eastern Mediterranean Resources Public Limited ("EMED") announces that itsAnnual General Meeting will be held at the Cyprus Hilton Hotel, ArchbishopMakarios III Avenue, Nicosia, Cyprus at 11:00 am on 9th March for the followingpurposes: Ordinary Business 1. To receive and adopt the report of the Directors, the report of theAuditors and the Financial Statements of the Company for the year ended 31stDecember, 2005. 2. To re-elect Aristidis (Harry) Eleftherios Anagnostaras-Adams as adirector of the Company, who retires in accordance with the Company's Articlesof Association and offers himself for re-election. 3. To re-elect Ronald Hugh Beevor as a director of the Company, whoretires in accordance with the Company's Articles of Association and offershimself for re-election. 4. To re-appoint Moore Stephens, Stylianou & Co. as auditors of theCompany and authorize the Directors to fix their remuneration. Special Business To consider and if thought fit to pass the following special resolution: 5. That Articles of Association of the Company in the form of the draftproduced to the Meeting and, for the purposes of identification, signed by theChairman of the Meeting, be approved and adopted as the new Articles ofAssociation of the Company to the exclusion of the existing Articles ofAssociation. EnquiriesEastern Mediterranean Resources Nabarro Wells Parkgreen CommunicationsHarry Anagnostaras-Adams Nigel Atkinson / Justine Howarth / David Nabarro Ana Ribeiro+357 9945 7843 +44 (0) 7710 7400 +44 (0)20 7493 3713www.emed-resources.com www.emed.tv Notes: 1. A member entitled to attend and vote at the meeting is entitledto appoint a proxy to attend and, on a poll, vote instead of him. A proxy neednot be a member of the Company. A form of proxy is enclosed. 2. To be effective, completed forms of proxy and the power ofattorney or other authority (if any) under which they are signed or a copy ofthat power or authority certified notarially or in accordance with the CyprusCompanies Law, Cap. 113 must be lodged in accordance with the instructionsprinted thereon not later than 48 hours before the time appointed for themeeting or any adjourned meeting. 3. Completion and return of a form of proxy will not preclude amember from attending and voting at the meeting in person should he wish to doso. 4. The Company, pursuant to the Cyprus Companies Law, Cap. 113,specifies that only those members registered in the register of members of theCompany as at 11:00 am on 7th March 2006 shall be entitled to attend and vote atthis meeting in respect of the number of shares registered in their name at thattime. Changes to entries in the register of members after that time shall bedisregarded in determining the rights of any person to attend or vote at thismeeting. Explanatory Memorandum for Proposed Changes to the Articles of Association Articles of Association The Company proposes to adopt new Articles of Association. The new Articles ofAssociation will be in the same form as the existing Articles of Association,apart from the two changes described below. The changes are being introduced inorder to provide Shareholders with some of the same protections that they wouldhave the benefit of as members of a UK incorporated public company. Takeover Protection In view of the fact that there are no provisions in Cyprus law or practiceequivalent to the UK City Code on Takeovers and Mergers (the "City Code"), whichprevent persons acquiring 30% or more of the voting rights in a company withoutmaking a general offer on the same terms to all shareholders (as set out in Rule9 of the City Code), the Board considers it necessary to insert such provisionsinto the Company's Articles of Association. The new provisions prohibit a person, and those acting in concert with him, fromacquiring 30% or more of the voting rights, or from increasing their holding ifit is above 30% and under 50%, unless either the Board consents to theacquisition, or the procedure set out in Rule 9 of the UK City Code is followed. The proposed new Articles of Association give the Board full power inter aliato require a Shareholder to provide any appropriate information, make suchdeterminations as it sees fit, determine that voting rights on any shares heldin breach of the new Articles of Association ("Excess Shares") be suspended, andact as the Member's attorney in selling such Excess Shares. The proposed new Articles of Association implement these changes in regulations154 to 160, and regulation 29 (giving the Board the power to refuse to registertransfers), and regulations 77 and 80 (relating to the entitlement of Members tovote in general meetings) refer to the new prohibition. Disclosure of Interests in Shares Cyprus law contains no provisions equivalent to the UK law requirement onshareholders to disclose their level of holding in shares in a company once theBoard has served a disclosure notice on them. The proposed new Articles ofAssociation (regulations 35 to 41) give the Board the ability to serve such anotice, and in default of compliance, a defaulting Shareholder can have hisright to dividends suspended, and his shares may not be transferred until therequested information has been obtained. Documents available for Inspection Copies of the existing and proposed new Articles of Association of the Companyare available for inspection at the offices of Field Fisher Waterhouse, 35 VineStreet, London EC3N 2AA and Dr K Chrysostomides & Co, 1, Lambousa Street, 1095Nicosia, Cyprus during normal business hours on any weekday (excluding Saturdaysand public holidays) up to and including the date of the Meeting, and at theplace of the Meeting for at least 15 minutes prior to and during the Meeting. This information is provided by RNS The company news service from the London Stock Exchange