Pre-Annual General Meeting Information • Nov 21, 2017
Pre-Annual General Meeting Information
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If you are in any doubt about this document or the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the UK Financial Services and Markets Act 2000 (as amended).
If you have sold or otherwise transferred all of your ordinary shares in AFI Development PLC, please forward this document, together with the accompanying documents as soon as possible to the purchaser or transferee, or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
Your attention is drawn to AFI Development PLC's Annual Report and Accounts for the year ended 31 December 2016, as on the Company's website at http://www.afi-development.com/en/investorrelations/reports-presentations.
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(incorporated and registered in Cyprus under company number HE 118198)
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Notice of the Annual General Meeting of the Company to be held at the offices of Fuamari Secretarial Limited at 4 Spyrou Kyprianou Avenue, 3070 Limassol Cyprus on 20 December 2017 at 3 p.m. EEST is set out at the end of this document.
Holders of A ordinary shares are requested to complete and return the Form of Proxy enclosed with this document as soon as possible but in any event, to be valid, so as to be received by the Company Secretary, Fuamari Secretarial Limited, no later than 3 p.m. EEST on 19 December 2017. Holders of B ordinary shares are requested to complete and return the Form of Proxy enclosed with this document as soon as possible but in any event, to be valid, so as to be received by the Company's registrars, Link Asset Services, no later than 1 p.m. UK time on 18 December 2017.
The return of the Form of Proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so.
| Directors, Secretaries and Registered Office of AFI Development PLC | 3 |
|---|---|
| Letter from the Chairman of AFI Development PLC | 4 |
| Notice of Annual General Meeting | 6 |
| Explanatory Notes on the Resolutions | 7 |
| Explanatory Notes to the Notice of Annual General Meeting | 11 |
| Mr. Lev Leviev | Executive Chairman |
|---|---|
| Mr. David Tahan | Non-Executive Independent Director |
| Mr. Panayiotis Demetriou |
Senior Non-Executive Independent Director |
| Secretaries and Registered Office |
Fuamari Secretarial Limited (Company Secretary) 4 Spyrou Kyprianou Avenue 3070 Limassol Cyprus |
(incorporated and registered in Cyprus under company number HE 118198)
Registered office: 165 Spyrou Araouzou Lordos Waterfront Building 3035 Limassol Cyprus
21 November 2017
Dear Shareholder,
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at the offices of Fuamari Secretarial Limited in Limassol, Cyprus at 3 p.m. EEST on 20 December 2017. The notice convening the AGM is set out on page 6 of this document.
If you would like to vote on the resolutions but cannot attend the AGM, please complete the relevant Form of Proxy enclosed with this document and, if you are a holder of A ordinary shares, return it to the Company Secretary, Fuamari Secretarial Ltd., or if you are a holder of B ordinary shares, return it to our registrars, Link Asset Services, as soon as possible. The Forms of Proxy must be received by no later than 3 p.m. EEST on 19 December 2017. Holders of Depository Interests will have received a Form of Direction instead of a Form of Proxy. The Form of Direction should be completed and returned to Link Asset Services no later than 1 p.m. (UK time) on 15 December 2017.
Explanatory notes on all the business to be considered at this year's AGM appear on pages 8 to 9 of this document. Resolutions 1 to 6 below seek the necessary shareholder approvals by way of ordinary resolution.
In summary, the shareholder authority sought includes:
Please note that the Company will be holding a separate independent shareholders' voting as required by the UK Listing Rule 9.2.2E: for holders of B ordinary shares and Depositary Interests, re-election of the independent directors (Resolutions 3-4) should be approved by an additional vote of independent shareholders, as defined in the UK Listing Rules ("Independent Shareholders").
The Directors consider that all the proposals to be considered at the AGM are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of all of the proposed resolutions, as they intend to do so in respect of their own beneficial shareholdings (if any).
Shareholders will find enclosed with this document Forms of Proxy for use in connection with the AGM. Shareholders, whether or not they propose to attend the AGM in person, are requested to complete, sign and return the applicable enclosed Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company Secretary, Fuamari Secretarial Limited, in the case of shareholders holding A ordinary shares, or by the Company's registrars, Link Asset Services, in the case of shareholders holding B ordinary shares, as soon as possible and, in any event, by not later than 1 p.m. UK time on 18 December 2017. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the AGM in person if they wish to do so. Holders of Depository Interests will have received a Form of Direction instead of a Form of Proxy.
Independent Shareholders holding B ordinary shares/Depositary Interests should complete two Forms of Proxy/Forms of Direction, one being the general form and the other – for separate voting on the reappointment of independent directors. Both Forms of Direction should be completed and returned to Link Asset Services no later than 1 p.m. (UK Time) on 15 December 2017. If you are a holder of Depository Interests and wish to attend and vote at the AGM you must bring to the AGM a Letter of Corporate Representation validly executed on behalf of the Depository, Link Market Services Trustees Limited. A Letter of Corporate Representation can be obtained on request from the Depository.
Yours faithfully Lev Leviev Chairman
(incorporated and registered in Cyprus under company number HE 118198)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of AFI Development PLC (the "Company") will be held at the offices of Fuamari Secretarial Limited at 4 Spyrou Kyprianou Avenue, 3070, Limassol Cyprus at 3 p.m. EEST on 20 December 2017 to consider and, if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions.
By Order of the Board
Fuamari Secretarial Limited Company Secretary AFI Development PLC
21 November 2017
Registered Office: AFI Development PLC 165 Spyrou Araouzou Office 505 Lordos Waterfront Building 3035 Limassol Cyprus
The Directors must present the Directors' report, the audited annual accounts of the Company and the independent auditor's report to the shareholders at the AGM.
Resolutions from 2 to 4 deal with the re-election of Lev Leviev, David Tahan and Panayiotis Demetriou.
Under the Company's Articles of Association, all directors are required to retire and submit themselves for re-election at an annual general meeting of no more than three years from their appointment or, where applicable, most recent re-election. The directors will therefore retire and offer themselves for re-election. Brief biographical details on the directors appear on pages 21-22 of the 2016 Annual Report and Accounts and on the Company's website at www.afi-development.com.
Resolutions from 3 to 4 deal with the re-election of independent directors. In accordance with the UK Listing Rules and the Company's Articles of Association, these resolutions must be voted on separately by the Independent Shareholders holding B ordinary shares (including those holding Depositary Interests), in addition to the general voting by all shareholders.
Mr Leviev has served as the Chairman of the Board of Directors since 1 January 2008. On 21 November 2012 he became Executive Chairman. He is also the owner and the President of the LLD Diamonds Ltd Group and President of the Federation of Jewish Communities in Russia and CIS. Mr Leviev is the controlling shareholder of the Company, he controls 64.88% of AFI Development Plc since September 2016.
Mr Demetriou serves as an independent non-executive director and is chairman of the Remuneration and Nomination Committees. He is trained as a lawyer in both Cyprus and England (Barrister at Law). Mr Demetriou is a former Member of Cyprus Parliament and of the European Parliament as well as an Honorary Member of the Parliamentary Assembly of the Council of Europe. He currently provides legal services through the Law Office Panayiotis Demetriou & Associates LLC.
Mr Tahan serves as an independent non-executive director and as chairman of the Audit Committee since 20 January 2017. He works as a Chief Investment Officer at Manray Partners Limited in London and is a highly experienced investment professional. Between 1999 and 2009, Mr Tahan worked at Goldman Sachs International in the Equities Division and Investment Management Division.
Resolution 5 proposes the reappointment of KPMG Limited as Auditors of the Company and authorises the Directors to set their remuneration.
This resolution seeks to give director's general authority to allot shares in the Company or grant options or rights to subscribe for, or convert any security into, shares in the Company, pursuant to an employee share scheme, and will expire at the conclusion of the next annual general meeting of the Company held in 2018 or, if earlier, the close of business on 30 December 2018.
If passed, Resolution 6 would give the Directors authority to allot shares or grant options or rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal value of USD 104,769.41 representing approximately 10% (ten per cent) of the Company's existing issued share capital and calculated as at 20 November 2017 (being the latest practicable date prior to publication of this notice).
In accordance with the Company's Articles of Association, the holders of A Ordinary Shares and the holders of B Ordinary shares shall vote as separate classes.
Depository Interests should complete and return the Form of Direction enclosed with their Notice of Annual General Meeting to Link Asset Services by no later than 1 p.m. (UK Time) on 15 December 2017.
Except as provided above, members who have general queries about the AGM should use the following means of communication (no other methods of communication will be accepted): email to the Company Secretary at: [email protected].
You may not use any electronic address provided either in this AGM notice or any related documents (including the Chairman's letter and proxy form) to communicate for any purposes other than those expressly stated.
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