Pre-Annual General Meeting Information • Nov 18, 2020
Pre-Annual General Meeting Information
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IN
ADS CRUDE CARRIERS PLC
Reg.No.383277 – Public Limited Liability Company
Registered Office and Secretary:
________________________________________________________________________________________________
OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Cyprus Tel: +357 25 335501, email: [email protected]
Notice is hereby given that the Extraordinary General Meeting of the Shareholders of the Company will be held on Thursday 10 th December 2020 at 10:00 hours (local time), at the Registered Office of the Company in Limassol when:
Pursuant to Cyprus Companies Law, Cap.113 (as amended) (the "Law"), "a company limited by shares or a company limited by guarantee and having a share capital, if so authorized by its articles, may alter the conditions of its memorandum as follows, that is to say, it may (inter alia) (a) increase its share capital by new shares of such amount as it thinks expedient… (2) The powers conferred by this section must be exercised by the company in general meeting". Also, the Articles of Association of the Company provides that "the company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe".
The Board of Directors proposes the following to be resolved as:
The authorized share capital of the Company, consisting of 23.390.300 ordinary shares of nominal value USD 0.20 each, be increased from USD 4,678,060.- (four million, six hundred seventy eight thousand and sixty United States Dollars) to USD 1,000,000,000 - (one billion United States Dollars), by the creation of 4,976,609,700 Ordinary Shares, of nominal value USD 0.20 each.
Pursuant to the Articles of Association of the Company, "Subject to the provisions following hereunder, any original shares for the time being unissued and not allotted and any new shares from time to time to be created shall be at the disposal of the Board of Directors which has the right to issue or generally dispose of the same to such persons, at such times and under such terms, conditions and restrictions which it deems to be most beneficial to the Company".
The Board of Directors of the Company is authorised to issue and allot or generally dispose of the Additional Shares to such persons, at such times and under such terms, conditions and restrictions which the Board of Directors deems to be most beneficial to the Company.
The authorised and issued share capital of the Company is comprised of 23.390.300 ordinary shares of nominal value USD 0.20 each, which were issued at an average premium of USD 2.23 each. The total share capital of the Company is USD 56,932,941, of which USD 4,678,060 is the nominal value and USD 52,254,881 share premium.
Pursuant to the Law, it is (inter alia) provided that "Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called "the share premium account, and the provisions of the Law relating to the reduction of the share capital of a company shall, with certain exceptions mentioned below, apply as if the share premium account were paid up share capital of the company". As exceptions to the above, the share premium account may be applied by a company:
If none of above exceptions apply, then a company should seek the authority of its shareholders and of the court to reduce or cancel its share premium account and the amount standing to the share premium account (subject to, inter alia, the court's order) can be distributed to its shareholders.
The Cyprus Registrar of Companies, on production to it of an order of the court confirming the reduction of the share premium account of the Company, and the delivery to it of a copy of the order and of a minute approved by the court showing (inter alia) , with respect to the share premium account of the Company as altered by the order, the amount of the share premium account which is reduced, shall register the order and minute. On the registration of the order and minute, and not before, the special resolution for reducing the share premium account as confirmed by the order so registered shall take effect.
The Board of Directors proposes the following to be resolved as:
The Board of Directors proposes changing the name of the Company to cover other shipping sectors and not only focus on crude tankers in the future.
Pursuant to the Law, "a company may, by special resolution, change its name". A change of name by a company, shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.
The Board of Directors proposes the following to be resolved as:
"That the name of the Company shall change from «ADS CRUDE CARRIERS PLC» to «ADS MARITIME HOLDING PLC».
The Record Date for the participation at the Extraordinary General Meeting is 18 November 2020. Only Shareholders registered in the Registry of the Merkur Markets Stock Exchange in Norway at the Record Date shall have the right to attend, vote and address the Extraordinary General Meeting. Any change in the relevant Registry after the Record Date will not be counted in determining the right of any person to attend and vote at the Meeting.
The Issued Ordinary Shares of the Company, comprising its total issued share capital, at the Record Date are 23,390,300 ordinary shares and every ordinary share incorporates the right of one vote. The holder of an ordinary share of the Company is a Shareholder of the Company.
Any Shareholder entitled to attend, vote and address the Extraordinary General Meeting is entitled to appoint a proxy to attend, vote and speak in his/her/it stead. A proxy needs not be a Shareholder. A Shareholder can appoint a proxy using either Proxy Form A or Proxy Form B (Enclosures I and II, respectively) and submitting the proxy document to Nordea VPS by email at [email protected] by latest 9:00 (CET) on 8 December 2020. The current travel restrictions and restrictions on holding meetings of more than a certain number of people being present, may result in it not being possible to vote during the forthcoming Extraordinary General Meeting in person, so Shareholders are strongly encouraged to appoint the Chair of the forthcoming Extraordinary General Meeting as their proxy to ensure their vote is recorded.
Every Shareholder has the right to ask questions relating to the items of the agenda of the Extraordinary General Meeting, subject to any measures the Company may adopt for the ascertainment of the Shareholder's identity, as well as to parameters relating to the planning and the good order of the Extraordinary General Meeting, the confidentiality and the business interests of the Company. Subject to what is mentioned in relation to the Record Date, any Shareholder is entitled to attend, vote and address the Extraordinary General Meeting.
This Notice is posted at the website of the Company www.adscrude.com .
18 November, 2020
By order of the Board of Directors,
Thessalia Papaiakovou Secretary of ADS Crude Carriers plc
Enclosure I Shareholder Proxy Form 1 Enclosure II Shareholder Proxy Form 2
| Form Α To |
|---|
| ADS Crude Carriers plc This shareholder proxy form should be returned by email to Nordea VPS at [email protected] by no later than 09:00 (CET) on 8 December 2020. |
| I/We (name) _____________ |
| of (address) _____________ |
| holding the following number of shares in the Company_________ |
| hereby appoint ______________ / the Chair of the forthcoming Annual General |
| Meeting or his/her nominee to be my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held |
| on Thursday 10 th December 2020 at 10:00 hours (local time), at OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Cyprus and |
| at any adjournment thereof. |
| Dated: ________ |
| Signed: _______ |
| NOTES: |
| 1. A Shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote in place of the Shareholder. The |
| current travel restrictions and restrictions on holding meetings of more than a certain number of people being present may mean that it is not |
| possible to vote during the Meeting in person so Shareholders are strongly encouraged to appoint the Chair of the Extraordinary General Meeting as their proxy to ensure their vote is recorded. A Shareholder may choose a proxy of their own choice by inserting the proxy's name on this proxy |
| form in the space provided above. |
| 2. If the Shareholder is a corporation, this form must be executed under its common seal or the hand of a duly authorized officer and satisfactory evidence of authority must be provided. |
| 3. The proxy will exercise the proxy's discretion as to whether, and how to vote. |
| 4. If the proxy form is returned without an indication of the number of shares or an inaccurate number of shares held by the Shareholder, the proxy |
| will be recognized to the extent of the number of shares (if any) recorded in VPS in the name of the Shareholder as of the record date of the |
| Extraordinary General Meeting. |
| 5. In the case of joint holders, any holder may sign this form. |
| SHAREHOLDER PROXY FORM B | ||||
|---|---|---|---|---|
| -------------------------- | -- | -- | -- | -- |
| Form B | ||||
|---|---|---|---|---|
| To ADS Crude Carriers plc |
This shareholder proxy form should be returned by email to Nordea VPS at [email protected] by no later than 09:00 (CET) on 8 December 2020 | |||
| I/We (name) _____________ | ||||
| of (address) _____________ | ||||
| holding the following number of shares in the Company_________ | ||||
| hereby appoint ______________ / the Chair of the forthcoming Annual General | ||||
| Meeting or his/her nominee to be my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held | ||||
| on Thursday 10 | th December 2020 at 10:00 hours (local time), at OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Cyprus and | |||
| at any adjournment thereof. | ||||
| My/our instructions for voting with respect to the resolutions mentioned below are as follows: | ||||
| • Ordinary Resolution 1 | Increase of the authorised share capital | In Favour of/Against* _____ | ||
| • Ordinary Resolution 2 | Authority to the Board of Directors | In Favour of/Against* _____ | ||
| • Special Resolution 1 | Reduction of share premium account | In Favour of/Against* _____ | ||
| • Special Resolution 2 | Change of name of the Company | In Favour of/Against* ______ | ||
| *Strike out whichever is not desired. | ||||
| other business which may come before the Meeting. | Unless otherwise instructed, the proxy may vote as the proxy thinks fit or abstain from voting in respect of the resolutions specified and also on any | |||
| Dated: ________ | ||||
| Signed: _______ | ||||
| NOTES: 1. A Shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote in place of the Shareholder. The current travel restrictions and restrictions on holding meetings of more than a certain number of people being present may mean that it is not possible to vote during the Meeting in person so Shareholders are strongly encouraged to appoint the Chair of the Extraordinary General Meeting as their proxy to ensure their vote is recorded. A Shareholder may choose a proxy of their own choice by inserting the proxy's name on this proxy form in the space provided above. |
||||
| evidence of authority must be provided. | 2. If the Shareholder is a corporation, this form must be executed under its common seal or the hand of a duly authorized officer and satisfactory | |||
| discretion as to whether, and how to vote. | 3. If the proxy form is returned without an indication as to how the proxy is to vote on a particular matter, the proxy will exercise the proxy's | |||
| Extraordinary General Meeting. | 4. If the proxy form is returned without an indication of the number of shares or an inaccurate number of shares held by the Shareholder, the proxy will be recognized to the extent of the number of shares (if any) recorded in VPS in the name of the Shareholder as of the record date of the |
|||
| 5. In the case of joint holders, any holder may sign this form. |
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