AGM Information • Jun 9, 2023
AGM Information
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A.J. Green Shell Plc 15, Agion Omologiton, 1080, Nicosia, Cyprus Registration No. HE 358762 (the "Company")
WHEREAS the Directors are in possession of a unanimous written resolution by the directors dated 4 May 2023 where amongst other resolutions, the issuance and allotment of 1.265.771 ordinary shares of nominal value €35,00 to Irfan Siddiqui and Plastic Recycling Investment Limited was approved as part of the consideration for the shares in Liberton Tech Investment and for the purposes of the reverse takeover transaction between the Company, Irfan Siddiqui and Plastic Recycling Investment Limited. The number of shares that was stated in the resolution was incorrect and the directors wish to revoke the resolution for the issuance and allotment of the 1.265.771 ordinary shares of nominal value €35,00. In addition, the directors wish to issue and allot to Irfan Siddiqui and Plastic Recycling Investment Limited 1.237.212 ordinary shares of nominal value €35,00 (the "Shares").
WHEREAS the Directors are in possession of and considering a draft addendum to the Share Purchase Agreement dated 5 May 2023 (the "Addendum").
The Directors of the Company declare that pursuant to Section 191 of the Companies Law, Cap. 113, as amended, and the articles of association of the Company, they have no direct or indirect interest whatsoever in the subject matter of the below resolutions.
After due and careful consideration of the aforementioned, the Directors unanimously resolved as follows:
THAT it is in the best interest and to the advantage of the Company to proceed with the revocation of the resolution for the issuance and allotment of the 1.265.771 ordinary shares of nominal value €35,00 to Irfan Siddiqui and Plastic Recycling Investment Limited.
THAT it is in the best interest and to the advantage of the Company to proceed with the issuance and allotment of 1.237.212 ordinary shares of nominal value €35,00 to Irfan Siddiqui and Plastic Recycling Investment Limited.
THAT it is in the best interest and to the advantage of the Company to proceed with the signing and execution of the Addendum.
THAT each of Irfan Siddiqui and Chan Zaib, directors of the Company, be and are hereby authorised to solely execute the Addendum on behalf of the Company.
THAT each and any director of the Company, be and is hereby authorised to sign all necessary documents and perform all necessary actions, as in his discretion deems appropriate, for the proper implementation of the resolutions approved above.
THAT without limitation all necessary applications, forms, notices, minutes and resolutions, in connection with the approval and implementation of the aforementioned, including filing of applications before the competent Court, be and is hereby approved to be made by each and any of the directors on any person authorised by them.
Irfan Siddiqui Chan Zaib Director Director
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