WRES.L Regulatory News (WRES)

22 Jun 2005 12:28

Caspian Holdings plc22 June 2005 Caspian Holdings Plc 22 June 2005 NOTICE OF THE ANNUAL GENERAL MEETING OF CASPIAN HOLDINGS PLC Notice is hereby given and sent out to shareholders that the Annual GeneralMeeting for 2005 will be held at Grant Thornton House Melton Street EustonSquare London NW1 2EP UK on Tuesday 26 July 2005 at 2pm to transact thefollowing business of the Company 1. To receive and adopt the Directors' Report and the financialstatements for the year ended 31st December 2004 and the report of the auditorsthereon. 2. To re-appoint Michael George Masterman, a Director appointedprior to the first Annual General Meeting and who, being eligible, offershimself for re-election. 3. To re-appoint Dietmar Greil, a Director appointed prior tothe first Annual General Meeting and who, being eligible, offers himself forre-election. 4. To re-appoint Malcolm Scott James, a Director appointedprior to the first Annual General Meeting and who, being eligible, offershimself for re-election. 5. To re-appoint Michael Garland, a Director appointed prior tothe first Annual General Meeting and who, being eligible, offers himself forre-election. 6. To re-appoint Cook & Partners as auditors and to authorisethe Directors to fix their remuneration. As Special Business 7. As an Ordinary Resolution THAT the authorised share capital of the Company be increased from £150,000 to£250,000 by the creation of 100,000,000 new Ordinary shares of £0.001 eachranking pari passu in all respects with the existing Ordinary shares in thecapital of the Company. As an Ordinary Resolution 8. THAT the Directors be and are generally and unconditionallyauthorised to exercise all the powers of the Company to allot relevantsecurities (within the meaning of section 80 of the Companies Act 1985 "theAct") up to an aggregate nominal amount of £100,000 provided that this authorityshall expire at the conclusion of the Annual General meeting to be held in 2006,save that the Company may before such expiry make an offer or agreement whichwould or might require relevant securities to be allotted after such expiry andthe Board may allot relevant securities in pursuance of such offer or agreementas if the authority conferred hereby had not expired. As a Special Resolution 9. THAT the Directors of the Company be and are herebyempowered pursuant to section 95 of the Companies Act 1985 to allot equitysecurities (within the meaning of section 94 of the said Act) for cash pursuantto the authority conferred by Resolution 8 as if subsection (1) of section 89 ofthe said Act did not apply to any such allotment provided that such powersshall: 9.1 expire at the conclusion of the Annual General meeting to be held in 2006,but the company may before such expiry date make an offer or agreement whichwould or might require equity securities to be allotted after the expiry of thispower and the directors may allot equity securities in pursuance of that offeror agreement as if the power conferred by this resolution had not expired and 9.2 be limited to: 9.2.1 allotments of equity securities in connection with a rights issue, openoffer or other pre-emptive offer in favour of holders of ordinary shares made inproportion (as nearly as may be) to their respective existing holdings ofordinary shares but subject to the Directors having a right to make suchexclusions or other arrangements in connection with the offer as they deemnecessary or expedient to deal with (i) equity securities representingfractional entitlements and (ii) legal or practical problems arising in anyoverseas territory or by virtue of shares being represented by depositoryreceipts, the requirement of any regulatory body or stock exchange, or any othermatter whatsoever, and, 9.2.2 the allotment (otherwise than pursuant to sub-paragraph 9.2.1 ofthis resolution) of equity securities for cash provided that the aggregatenominal value of such equity securities shall not exceed an amount equal to 20%of the aggregate nominal value of the issued ordinary share capital of theCompany as at the date of the passing of this Resolution. By Order of the BoardCargil Management Services Limited SecretaryRegistered Office22 Melton StreetLondon NW1 2BWNotes: (1) A member entitled to attend and vote at the above-mentioned meeting isentitled to appoint a proxy, who need not be a member of the Company, to attendand on a poll vote in his/her stead. (2) The instrument appointing and the power of attorney or other authority (ifany) under which it is signed or a notarially certified copy of such a power orauthority must be deposited at the office of the Registrars, MSP SecretariesLtd, Craven House, West Street, Farnham, Surrey GU9 7EN not later than 48 hoursbefore the time appointed for the meeting. A form of proxy in enclosed. (3) Copies of all Directors' service agreements of more that one year's durationwill be available for inspection at the Registered Office during usual businesshours until the date of the Annual General Meeting and at the place of themeeting for at least 15 minutes before the meeting and until the conclusion ofthe meeting. This information is provided by RNS The company news service from the London Stock Exchange