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REABOLD RESOURCES PLC — AGM Information 2013
Apr 26, 2013
7872_dva_2013-04-26_bc7836b5-4af9-42b6-a975-f7d94dc2a182.pdf
AGM Information
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Amsterdam, 26 April 2013
Resolutions Passed at the Annual General Meeting of Shareholders of New World Resources Plc ('NWR') on 26 April 2013
The Company Secretary of NWR hereby certifies that the following resolutions were passed at the Annual General Meeting of Shareholders of NWR held at the Steigenberger Airport Hotel, Stationsplein ZW 951, 1117 CE Schiphol-Oost, Amsterdam, the Netherlands at 10:00 (CET) on 26 April 2013:
Resolution 1: Approval of the Annual Report and Accounts 2012, and the Reports of the directors and auditors
To receive and consider and, if thought fit, adopt the Annual Report and Accounts 2012 of the Company, and the reports of the directors and auditors thereon, for the year ended 31 December 2012. The report of the directors and the audited accounts have been approved by the directors, and the report of the auditors has been approved by the auditors, and a copy of each of these documents may be found in the Annual Report and Accounts 2012, starting at page 104.
Resolution 2: Re-election of Gareth Penny as a Director
To re-elect, with effect from the conclusion of the Annual General Meeting, Gareth Penny as a director.
- Resolution 3: Re-election of Marek Jelínek as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Marek Jelínek as a director.
- Resolution 4: Re-election of Jan Fabian as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Jan Fabian as a director.
- Resolution 5: Re-election of Zdenek Bakala as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Zdenek Bakala as a director.
- Resolution 6: Re-election of Peter Kadas as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Peter Kadas as a director.
- Resolution 7: Re-election of Pavel Telicka as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Pavel Telicka as a director.
Resolution 8: Re-election of Kostyantin Zhevago as a Director
To re-elect, with effect from the conclusion of the Annual General Meeting, Kostyantin Zhevago as a director.
- Resolution 9: Re-election of Bessel Kok as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Bessel Kok as a director.
- Resolution 10: Re-election of Steven Schuit as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Steven Schuit as a director.
- Resolution 11: Re-election of Paul Everard as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Paul Everard as a director.
- Resolution 12: Re-election of Barry Rourke as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Barry Rourke as a director.
- Resolution 13: Re-election of Hans-Jörg Rudloff as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Hans-Jörg Rudloff as a director.
- Resolution 14: Election of Alyson Warhurst as a Director To elect, with effect from the conclusion of the Annual General Meeting, Alyson Warhurst as a director.
- Resolution 15: Re-appointment of KPMG Audit Plc as auditors To appoint KPMG Audit Plc as auditors of the Company to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company and to authorise the directors to determine the remuneration of the auditors.
- Resolution 16: Approval of the Directors' Remuneration Report To receive and consider and, if thought fit, to approve the directors' Remuneration Report (on pages 96 to 103 of the Annual Report and Accounts 2012) for the year ended 31 December 2012.
- Resolution 17: Approval of changes to the Deferred Bonus Plan rules To approve the changes to the rules of the NWR Deferred Bonus Plan referred to in paragraph two ('Share incentives') of the Chairman's Letter, summarised in Appendix 2 and produced in draft to this Annual General Meeting and for the purposes of identification initialled by the Chairman and the Directors be authorised to do all acts and things necessary to operate the DBP as amended.
Resolution 18: Amendment to the terms of the options granted to Mr. Gareth Penny To approve the amendment of the terms of the options granted to Gareth Penny on 3 September 2012 to permit the Company to satisfy any exercise of those options by issuing new shares to the holder.
Resolution 19: Authorisation of the Directors to allot shares
That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the capital of the Company (subject to the approval of a meeting of holders of "B" ordinary shares of EUR 0.40 each ("B Shares") or a notice in writing signed by the majority of the holders of B Shares in the case of an allotment of, or grant of rights to subscribe for, or convert any other securities into, B Shares):
- (i) up to a nominal amount of EUR 34,933,536; and
- (ii) comprising equity securities (as defined in Section 560(1) of the 2006 Act) (other than B Shares) up to a further nominal amount of EUR 34,933,536 in connection with an offer by way of a rights issue,
on terms that such authorities are to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and are to expire at the end of the next Annual General Meeting or on 30 June 2014, whichever is the earlier, 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 to convert any security into such nominal amount of shares to be granted after the authority ends and for the purposes of this resolution, "rights issue" means an offer to:
- (a) holders of ordinary shares in the capital of the Company (other than B Shares) in proportion (as nearly as may be practicable) to their existing holdings; and
- (b) holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary or appropriate, as permitted by the rights of those securities,
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
Special Resolutions:
Resolution 20: Authorisation of the Directors to disapply pre-emption rights
That subject to the passing of resolution 19 above, the directors be unconditionally empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) (subject to the approval of a meeting of holders of B Shares or a notice in writing signed by the majority of the holders of B Shares in the case of an allotment of, or grant of rights to subscribe for, or convert any other securities into, B Shares) wholly for cash:
- (a) pursuant to the authority given by paragraph (i) of resolution 19 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act, in each case:
- (i) in connection with a pre-emptive offer; and
- (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of EUR 5,292,960; and
- (b) pursuant to the authority given by paragraph (ii) of resolution 19 above in connection with a rights issue,
as if Section 561(1) of the 2006 Act did not apply to any such allotment, such power to expire at the end of the next Annual General Meeting or on 30 June 2014, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends and for the purposes of this resolution:
- (a) "rights issue" has the meaning as in resolution 19 above;
- (b) "pre-emptive offer" means an offer of equity securities, other than an offer of B Shares, open for acceptance for a period fixed by the directors to (i) holders (other than the Company) on the register on a record date fixed by the directors of A Shares in proportion to their respective holdings and (ii) holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary or appropriate, as permitted by the rights of those securities, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
- (c) references to an allotment of equity securities shall include a sale of treasury shares; and
(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
Resolution 21: Authorisation of the Company to purchase its own shares
That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of that Act) of A Shares in the capital of the Company provided that:
- (i) the maximum number of A Shares which may be purchased is 26,464,800;
- (ii) the minimum price which may be paid for each A Share is EUR 0.40;
- (iii) the maximum price which may be paid for an A Share is an amount equal to the higher of (a) 105 per cent. of the average of the closing price of the A Shares as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and
- (iv) this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2014 or, if earlier, 30 June 2014 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
Resolution 22: Amendment to notice period of general meetings
That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
A breakdown of the shareholder votes cast is set out below:
| VOTES | % | VOTES | % | TOTAL VOTES1 | |
|---|---|---|---|---|---|
| FOR | AGAINST | ||||
| Resolution 1 | |||||
| 188,892,826 | 99.23% | 1,471,645 | 0.77% | 190,364,471 | |
| Resolution 2 | |||||
| Resolution 3 | 184,673,065 | 97.03% | 5,651,726 | 2.97% | 190,324,791 |
| 190,175,682 | 99.90% | 188,789 | 0.10% | 190,364,471 | |
| Resolution 4 | |||||
| 188,704,037 | 99.15% | 1,620,754 | 0.85% | 190,324,791 | |
| Resolution 5 | |||||
| 181,336,464 | 95.26% | 9,028,007 | 4.74% | 190,364,471 | |
| Resolution 6 | |||||
| 187,948,724 | 98.73% | 2,415,747 | 1.27% | 190,364,471 | |
| Resolution 7 | |||||
| 188,483,312 | 99.01% | 1,881,159 | 0.99% | 190,364,471 | |
| Resolution 8 | |||||
| 186,822,759 | 98.16% | 3,502,032 | 1.84% | 190,324,791 | |
| Resolution 9 | |||||
| Resolution 10 | 182,050,250 | 95.63% | 8,314,221 | 4.37% | 190,364,471 |
| 190,344,626 | 99.99% | 19,845 | 0.01% | 190,364,471 | |
| Resolution 11 | |||||
| 190,344,626 | 99.99% | 19,845 | 0.01% | 190,364,471 | |
| Resolution 12 | |||||
| 189,178,981 | 99.38% | 1,185,490 | 0.62% | 190,364,471 | |
| Resolution 13 | |||||
| 185,261,438 | 97.34% | 5,063,353 | 2.66% | 190,324,791 | |
| Resolution 14 | |||||
| 190,344,626 | 99.99% | 19,845 | 0.01% | 190,364,471 |
1 The Total Votes cast consist of A and B ordinary shares of NWR.
New World Resources Plc | c/o Hackwood Secretaries Limited, One Silk Street | London EC2Y 8HQ | United Kingdom | Headquarters: Jachthavenweg 109h | 1081 KM Amsterdam | The Netherlands | Tel: +31 20 570 2200 I Fax: +31 20 570 2222 I E-mail: [email protected] I www.newworldresources.eu I A public company incorporated in England and Wales with Company Number 7584218 I New World Resources Plc is also registered with the trade register in the Netherlands under number 55931758. 6/8
| 190,018,791 | 99.84% | 306,000 | 0.16% | 190,324,791 |
|---|---|---|---|---|
| 168,677,731 | 92.49% | 13,686,540 | 7.51% | 182,364,271 |
| 190,355,140 | ||||
| 189,238,306 | ||||
| 190,364,471 | ||||
| 190,364,471 | ||||
| 181,238,506 | ||||
| 189,238,506 | ||||
| 176,697,849 178,258,009 189,169,835 189,138,306 181,142,826 |
92.83% 94.20% 99.37% 99.36% 99.95% |
13,657,291 10,980,297 1,194,636 1,226,165 95,680 |
7.17% 5.80% 0.63% 0.64% 0.05% 188,399,038 99.56% 839,468 0.44% |
……………………………..
Lucie Vavrova Company Secretary
- Ends -
For further information please contact:
Investor Relations Corporate Communications Tel: +31 20 570 2244 Tel: Tel: +31 20 570 2229 Email: [email protected] Email: [email protected]
Website: www.newworldresources.eu
About NWR:
New World Resources Plc is one of Central Europe's leading hard coal and coke producers. NWR produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its subsidiary OKD, the largest hard coal mining company in the Czech Republic. NWR's coke subsidiary OKK, is Europe's largest producer of foundry coke. NWR currently has several development projects in Poland and the Czech Republic, which form part of NWR's regional growth strategy.
In 2013 the Company announced a strategic outlook to reposition NWR into Europe's leading miner and marketer of coking coal by 2017.
NWR is a FTSE 250 company, with listings in London, Prague and Warsaw.