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Dome Investments Public Company LTD

AGM Information May 6, 2016

2464_agm-r_2016-05-06_27eb5ca7-deb6-4c80-8d83-75eef8ca0ebc.pdf

AGM Information

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DOME INVESTMENTS PUBLIC COMPANY LIMITED HE 16134

(the «Company»)

The Extraordinary General Meeting of the shareholders of Dome Investments Public Company Limited was held on 5 May 2016, at 10.00 a.m. at Dome Hotel in Agia Napa.

The Meeting was attended by shareholders representing, in person or by proxy, 24,790,507 shares, i.e. 99.162% of the total issued share capital of Company, forming a quorum pursuant to the provisions of the Company's Articles of Association.

The Company's Board of Directors informed the members present of the restructuring of the bank facilities of the Company and A. Tsokkos Hotels Public Limited (as Parent) and Bank of Cyprus Public Company Limited.

The Meeting resolved as follows:

A. ORDINARY RESOLUTION

    1. "THAT the terms of and the transactions contemplated by:
  • a) the single currency term and revolving facilities agreement dated 18 December 2015 between, inter alias, A. Tsokkos Hotels Public Limited (as Parent) and Bank of Cyprus Public Company Limited (as Arranger, Lender, Agent, Ancillary Lender and Security Agent) (the "Facilities Agreement");
  • b) The security trust deed dated 18 December 2015 between, amongst others, A. Tsokkos Hotels Public Limited (as Parent) and Bank of Cyprus Public Company Limited (as Agent and Security Agent)(the "Security Trust Deed");
  • c) The subordination agreement dated 18 December 2015 between, amongst others, A. Tsokkos Hotels Public Limited (as Parent) and Bank of Cyprus Public Company Limited (as Agent and Security Agent) which will, amongst other things, govern certain priorities relating to the Liabilities (as defined therein);
  • d) an accession deed to be entered into between, amongst others, A. Tsokkos Hotels Public Limited (as Parent), the Company and Bank of Cyprus Public Company Limited (as Agent and Security Agent) pursuant to which the Company will accede to terms of the Facilities Agreement;
  • e) an accession deed to be entered into between, amongst others, A. Tsokkos Hotels Public Limited (as Parent), the Company and Bank of Cyprus Public Company Limited (as Agent and Security Agent) pursuant to which the Company will accede to terms of the Security Trust Deed;
  • f) the Transaction Security Documents specified to be entered into by the Company in Paragraph 2 of Part JB of Schedule 2 of the Facilities Agreement;
  • g) any other Finance Documents (as defmed in the Facilities Agreement)

    1. the execution and performance by the Company of each of the Documents would be to the commercial benefit of the Company and it is RESOLVED THAT:
  • a) the terms of the Documents and the transactions contemplated thereby together with the terms of and the transactions contemplated by the Documents are in the best interests of the Company and to the commercial benefit of the Company and be and are hereby approved and/or ratified as appropriate;
  • b) the Company will execute and deliver the Documents and will perform its obligations arising pursuant to the Documents and all other documents contemplated by the Documents;
  • c) any director of the Company be and is hereby authorised to execute and/or despatch the Documents and any other document or notice contemplated by or in connection with the Documents (including any document to be executed as a deed and, if relevant, any Utilisation Request) on behalf of the Company, in each case, with any amendments as he or she may in his or her absolute discretion think fit; and to deliver and perform the Documents and such other documents on behalf of the Company; and
  • d) execution by any director of the Company of the Documents and any other documents ·which may be required or expedient pursuant thereto (including any document to be executed as a deed) shall be conclusive evidence of such person's or persons' approval of the terms thereof and any amendments which may have been made thereto.''

B. SPECIAL RESOLUTION

"THAT the Articles of Association of the Company be amended by the insertion of the paragraphs attached hereto as "Appendix A" right after the end of the last paragraph.

Anastasia Tsokkou Signed Chairperson of the Board of Directors Agia Napa, 5 May 2016

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