15 Jun 2016 08:00
Chagala Group Limited - Annual General Shareholder Meeting 2016
Minutes of the Meeting
Location - 26/F., Wyndham Place, 44 Wyndham Street, Central, Hong Kong
Date & Time - 13 June 2016 @ 16.00
Chairman | Mr. Michael Chandler Carter Jr. was in attendance and agreed to act as Chairman of the Meeting in accordance with the Articles of the Association of the Company (the "Articles"). |
Present | - Michael Chandler Carter Jr., Non-Executive Chairman - Mr. Javier Del Ser Perez, Non- Executive Director - Mr. Francisco Parrilla, Executive Director - Mr. Christopher Bickley, Conyers Dill & Pearman (BVI legal advisors to the Company) - The Chairman noted that 9 number of proxies representing 19,120,976 number of shares had been filed. It was further noted that certain shareholders represented by proxy will be unable to exercise any rights attaching to their shares pursuant to a Direction Notice dated 10 June 2016, issued by the Board of Directors of the Company in accordance with the Articles. Accordingly, after taking into account the effect of the Direction Notice on the Default Shares, there were 6 number of proxies in the meeting representing 10,337,554 number of shares. |
Notice | Notices were sent out to shareholders on 17 May 2016. |
Quorum | The Chairman declared that he had a quorum and declared the meeting open. |
AGENDA | The Chairman tabled the agenda and said all resolutions would be counted by poll with the inclusion of the proxy votes. |
(1) ADOPTION OFREMUNERATIONREPORT | It was resolved that the Remuneration Report for the financial year ended 31 December 2015 be adopted. The Chairman indicated that this resolution required an advisory vote only from shareholders and does not serve to bind the Company or its directors. The resolution was approved with 97% of votes cast in favour and 3% of votes cast against. |
(2) ADOPTION OFACCOUNTS ANDANNUAL REPORTS | It was resolved that the Chairman table the accounts, directors' report and auditors' report for the year ended 31 December 2015 and these were tabled.
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(3) DIVIDEND | It was noted that the Board has intention to approve the payment of a dividend of 5.70 cents per share. It was also noted that due to the pending refinancing of the bonds issued by one of the Company's subsidiaries in Kazakhstan, Caspi Limited LLP, the final approval of this dividend and its payment will be delayed until the re-financing process is completed. |
(4) REAPPOINTMENTOF DIRECTOR | It was resolved that Javier del Ser Perez be appointed as a non-executive director of the Company with immediate effect from the close of this meeting. The resolution was approved with 85% of votes cast in favour and 15% of votes cast against. |
(5) REAPPOINTMENTOF DIRECTOR | It was resolved that Francisco Parrilla be appointed as an executive director of the Company with immediate effect from the close of this meeting. The resolution was approved with 85% of votes cast in favour and 15% of votes cast against. |
(6) REAPPOINTMENTOF DIRECTOR | It was resolved that Michael C. Carter Jr. be appointed as a non-executive director of the Company with immediate effect from the close of this meeting. The resolution was approved with 100% of votes cast in favour and 0% of votes cast against. |
CONCLUSION | There being no other business, the Meeting was concluded at 16.30. |
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Michael C. Carter Jr.
Chairman
http://www.rns-pdf.londonstockexchange.com/rns/2329B_-2016-6-15.pdf