Proxy Solicitation & Information Statement • Sep 27, 2016
Proxy Solicitation & Information Statement
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Form of Direction for completion by holders of Depository Interests representing shares on a one for one basis in the Issuer Company in respect of the Annual General Meeting of the Company at the offices of Fuamari Secretarial Limited at 6 Spyrou Kyprianou Av., 3070 Limassol, Cyprus on 26 October 2016 at 3pm EEST.
Of
(Please insert full name(s) and address(es) in BLOCK CAPITALS)
being a holder of Depository Interests representing shares in the Issuer Company hereby instruct Capita IRG Trustees Limited, the Depository, to vote for me/us and on my/our behalf in person or by proxy at the Annual General Meeting of the Issuer Company to be held on the above date (and at any adjournment thereof) as directed by an X in the spaces below.
| Resolutions | For | Against | Abstain |
|---|---|---|---|
| 1. To receive and adopt the Consolidated Financial Statements of the Company for the year ending 31 December 2015 together with the reports of the Directors and auditors thereon |
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| 2. Re-electing Mr. Lev Leviev as a Director and Executive Chairman | |||
| 3. Re-electing Mr. Moshe Amit as a Non-Executive Independent Director | |||
| 4. Re-electing Mr. Panayiotis Demetriou as a Non-Executive Independent Director | |||
| 5. To re-appoint chartered accountants Messrs. KPMG Limited (Cyprus) as the Company auditors and authorise the Directors to agree on their remuneration |
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| 6. To approve of the Directors to be generally and unconditionally authorised, in accordance with Articles 10-12 and the terms of any resolution creating new shares, to exercise any power of the Company to allot and grant options or rights to subscribe for or to convert securities into shares of the Company, pursuant to an employee share scheme, up to a maximum nominal amount of USD 104,769.41; such authority to expire on the earlier of the conclusion of the Company's next annual general meeting and 30 November 2017 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into share under any such offer or agreement as if the authority had not ended |
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| 7. To approve amending the minimum number of directors in Article 107 of the Company Articles of Association from five to three. |
Signature: ……………………………………………………………….. Date: …………………………….
NOTES:
To be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, must be deposited at Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 12 pm (UK time) on 20 October 2016.
2. Any alterations made to this Form of Direction should be initialled.
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