AGM Information • Sep 29, 2016
AGM Information
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To shareholders of Black Sea Property AS, (org. nr. 914 892 902)
The board of directors of Black Sea Property AS ("Company") hereby calls for an extraordinary general meeting at:
Time: 20 October 2016 at 15:00
Place: Karenslyst Alle 2
There are 30,000,000 shares in the Company, and each share carries one vote. The Company does not have any treasury shares per date of this notice.
Shareholders who are entitled to attend the general meeting in person may authorize the chairman Håvard Lindstrøm or another person to vote for their shares by using the enclosed proxy form.
Pursuant to the Private Limited Liability Company Act (the "PLCA") section 5-15, any shareholder may demand directors and CEO to provide information to the general meeting about matters which may affect the assessment of matters submitted to the general meeting as well as the Company's financial position, unless information concerning the Company's financial position cannot be provided without causing disproportionate damage to the Company.
Sincerely For the Board of Black Sea Property AS
Håvard Lindstrøm Chairman
Attachments:
With reference to the information provided in the newsletter dated 09/01/2016, the construction activities has commenced with a goal of completion in the summer of 2017. As previously described, the intention is to finance the completion through apartment sales. In order to open Aheloy Beach Resort, the Company must also identify solutions to ongoing processes related to the completion of necessary functions such as water supply, sewage and power supply to the site. As previously announced, these issues have the full attention of everyone involved, and we will update the market as soon as the solution to these issues have been found, with the appurtenant cost estimates.
The market for apartments under construction are challenging, and this is the reason for the decision to sell apartments at reduced prices. The company's strategy is to sell the necessary number of flats to a price buyers are willing to pay in order to receive title deeds for the apartments before they are completed. The plan is to use the proceeds from the sales to obtain sufficient liquidity to the remaining construction work.
If the market for the sale of apartments is proving to be more difficult than expected, the company will evaluate the liquidity- and funding situation.
The company will present the general meeting with an updated project plan and appurtenant liquidity- and funding plan.
A unanimous board agrees that a new board consisting of Egil Melkevik as chairman, and with Kåre Rødningen, Morten Westergren, Erik S. Larre and Hans Gulseth as directors is the best solution for the company going forward.
The board thus propose that the general meeting resolves as follows:
The following persons are elected to the board of directors:
* * *
No other matters are on the agenda
According to the Private Limited Liability Company Act section 5-12, the general meeting is opened by the Chairman. Shareholders are entitled to attend the extraordinary general meeting, either in person or by proxy of their choice.
The Company has at the date of this notice a share capital of NOK 300,000 divided by 30,000,000 shares each having a par value of NOK 0,01. Each share carries one vote at the general meeting; however, shares held by the Company cannot be exercised voting rights for. As of the date of this notice the Company owns no treasury shares.
Each shareholder is entitled to vote for the number of shares he or she owns and which are registered on the date of the general meeting. If a shareholder has acquired shares shortly before the meeting, the voting rights of the transferred shares may only be exercised if the shares are registered in the VPS or if the acquisition is announced to VPS and the ownership to the shares is proved at the general meeting. Shareholders may bring an advisor (s) and give the right to speak to one advisor.
Decisions on voting rights of shareholders and proxies are made by the chairman of the meeting, whose decision may be overturned by the General Assembly by a simple majority.
If shareholders cannot attend in person, the shareholder may attend and vote at the Extraordinary General Meeting by proxy. The proxy and attendance slip, attached as Appendix 1 to this notice may be sent to Black Sea Property within 17 October 2016 at 16.00. The proxy can also be brought along to the general meeting. If desired, such proxy may be given to the Chairman, Håvard Lindstrøm, or whoever he appoints. Proxies to the Chairman of the Board received later than 18 September 2016 at 16.00 may be disregarded. Credentials for the proxy and the principal, and also a certificate of registration if the shareholder is a legal person, must be attached to the proxy.
A shareholder has the right to propose resolutions for items on the agenda and to demand that directors and the general manager disclose information on factors that may affect the assessment of (i) matters which are decided by the shareholders, and (ii) the Company's financial position, including other companies in which the Company participates, and other matters which the General Meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the Company.
If shareholders wish to use a proxy, shareholders are requested to complete and return the enclosed proxy form to Black Sea Property AS, as pdf attachment in an email to [email protected] within 19 October 2016 at 16.00, or bring the original proxy at the general meeting.
This proxy form constitute a proxy without voting instructions. If you are unable to attend the general meeting, this proxy may be used, or you may send the proxy without naming the proxy holder. If so, the proxy will be deemed granted to the Chairman or the person he appoints.
The proxy must be Black Sea Property AS no later than 19 October 2016 at 16.00 CET. Online registration via email: [email protected] address: c/o Fenix Securities AS Aker Brygge Business Centre, PO Box 1433 Vika
0115 OSLO
The signatory: Hereby grants (mark with an x):
Chairman (or the person he authorizes), or
__________________________________
(The proxy in capital letters)
Place Date Shareholders signature
_________________________________________________________________________________
Proxy to attend and vote at the general meeting on 20 October 2016 for my / our shares.
Regarding attendance and voting we refer to the Private Limited Liability Act, in particular Chapter 5. If the shareholder is a company, a company certificate attached to the proxy.
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