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A.J. Green Shell Plc

AGM Information Jun 9, 2023

2527_iss_2023-06-09_4ade7ec5-72a9-4147-a09d-ca6a830b151b.pdf

AGM Information

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A.J. Green Shell Plc 15, Agion Omologiton, 1080, Nicosia, Cyprus Registration No. HE 358762 (the "Company")

Unanimous Written Resolution by all the Directors of the Company in accordance with the provisions of the Articles of Association of the Company, dated 9 June 2023

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").

A. DECLARATION OF INTEREST OF THE DIRECTORS

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.

B. RESOLUTIONS

After due and careful consideration of the aforementioned, the Directors unanimously resolved as follows:

1. Revocation of the resolution for the issuance and allotment of the 1.265.771 ordinary shares of nominal value €35,00

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.

2. Approval of the issuance and allotment of the Shares

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.

3. Approval of the Addendum

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.

4. Implementation

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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