Proxy Solicitation & Information Statement • Jul 5, 2012
Proxy Solicitation & Information Statement
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| TO: | Emerald Secretarial Ltd, Proxy Department 25 Olympion Street |
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| Omiros & Araouzos Tower 3035 | |||||||
| Limassol Cyprus | |||||||
| Fax Number: + 357 25 839 999 |
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| Telephone Number: + 357 25 839 777 (Roksoliana K. Melnyk) |
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| RE: | AFI DEVELOPMENT PLC | ||||||
| Annual General Meeting to be held on August 2, 2012. | |||||||
| FROM: | _____ ____ |
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| Name / Company Name | |||||||
| VOTING SHARES NUMBER: ______ (A Class) |
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| SIGNATURE: __________ |
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| Authorized Signatory Name, Signature | |||||||
| CONTACT INFO: _____________ |
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| Telephone / Fax Number / E-mail Address | |||||||
| TOTAL NUMBER SHARES | |||||||
| Held as at | 6.00 p.m. on 4 July 2012: ___ (A Class) |
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| DATE: ______ | |||||||
The above-noted holder of A ordinary Shares of AFI Development PLC (the "Company") hereby requests and instructs EMERALD SECRETARIAL LTD, as Corporate Secretary, to endeavor, insofar as practicable, to vote or cause to be voted the number of Shares held as at 6.00 p.m. on 4 July 2012 (or, if the AGM is adjourned, at 6.00 p.m. on the day two days prior to the adjourned AGM) at the Annual General Meeting of the Company to be held in on August 2, 2012 in respect of the following resolutions:
THIS FORM MUST BE RECEIVED COMPLETED BY 3 P.M. EEST ON 31 JULY 2012 TO BE VALID
| Ordinary shares A Class | |||||||
|---|---|---|---|---|---|---|---|
| Agenda Item 1: | |||||||
| the reports of the Directors and auditors thereon. | Adopting the Consolidated Financial Statements of the Company for the year ending 31 December 2011 together with | ||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 2: | |||||||
| Re-electing Mr. Lev Leviev as Director and Chairman. | |||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 3: | |||||||
| Re-electing Mr. Mark Groysman as an Executive Director. | |||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 4: | |||||||
| Re-electing Mr. Izzy Cohen as a Non-Executive Director. | |||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 5: | |||||||
| Re-electing Mr. Christakis Klerides as a Non-Executive Independent Director. | |||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 6: | |||||||
| Re-electing Mr. Moshe Amit as a Non-Executive Independent Director. | |||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 7: |
Re-electing Mr. John Porter as a Non-Executive Independent Director.
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
|---|---|---|---|---|---|---|---|
| Agenda Item 8: | |||||||
| Re-electing Mr. Michalis Sarris as a Non-Executive Independent Director. | |||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 9: | |||||||
| Re-electing Mr. Panayiotis Demetriou as Director. | |||||||
| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 10: Appointing chartered accountants Messrs. KPMG Limited (Cyprus) as the Company auditors and authorizing the Directors to agree on their remuneration. |
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| □ FOR | □ AGAINST | □ ABSTAIN | |||||
| Agenda Item 11: | |||||||
| had not ended. | Approval of the Directors to be generally and unconditionally authorized, 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 78,577.05; such authority to expire on the earlier of the conclusion of the Company's next annual general meeting and 31 August 2013 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 |
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| □ FOR | □ AGAINST | □ ABSTAIN |
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