Notice of EGM

RNS Number : 4233X

Petro Matad Limited

06 December 2010

 



Petro Matad Limited ("Petro Matad" or the "Company")

Notice of Extraordinary General Meeting ("EGM")

The Company announces that it has today posted a notice to shareholders giving notice that an EGM will be held at 4 p.m. local time (8 a.m. GMT) on 22 December 2010 at NIC Building, Amar Street 8, Sukhbaatar District, Ulaanbaatar, Mongolia (the "Notice").

At this meeting, Shareholders will be asked to pass resolutions to approve: (1) the appointment of Deloitte as the auditors of the Company; (2) that the Company be authorised to send, convey or supply all types of notices, documents or information to the shareholders of the Company by means of electronic communication; and (3) amendment be made to the Company's Articles of Association.

The Notice provides information concerning the background to, and the reasons for, the proposals and explains why your Directors recommend that you vote in favour of the Resolutions at the EGM.

RESOLUTIONS TO BE PROPOSED AT THE EGM

Appointment of Auditors (Resolution 1)

We are asking shareholders to approve the appointment of Deloitte as the auditors of the Company.  PKF Chartered Accountants & Business Advisers of Perth, Western Australia (PKF Australia) have acted as the Company's auditors since 2007. The audit partners and staff of PKF Australia recently resigned from PKF Australia and joined the national audit practice of Deloitte in Australia and PKF Australia is in the process of being dissolved.

The Company's articles of association (the Articles) stipulate that auditors of the Company (other than the first auditors) shall be appointed by a resolution of shareholders.  Resolution 1 will, if approved by the shareholders and subject to the Company obtaining the necessary regulatory consents in the Isle of Man, authorise the appointment of Deloitte as the auditors of the Company.

Electronic Communications with Shareholders (Resolutions 2 and 3)

The Isle of Man Companies Act 2006 provides that any notice required to be given to a shareholder shall be served in the manner specified in the Articles. The Articles provide that the Company may give notices or documents to any member using electronic communication to an address for the time being notified to the Company by the member.  However, in order to take advantage of this for certain documents, the AIM Rules for Companies (the AIM Rules) require compliance with a specific procedure as outlined below.

The AIM Rules provide companies with the option to satisfy the requirement to send certain documents (including the annual audited accounts) to shareholders by electronic communication, subject to the Company's constitution and any legal requirements in its jurisdiction of incorporation and subject to the satisfaction of certain requirements. These requirements include the need for shareholder approval in general meeting enabling the Company to utilise the ability to communicate with its shareholders under the Articles. This approval will be granted if Resolution 2 is passed.

The current Articles, however, do not specifically allow for the sending of the Company's annual accounts to shareholders by means of electronic communication.  Resolution 3, which will be proposed as a special resolution, will, if passed:

(a)     amend the Articles to allow for the Company's annual accounts to be sent electronically to members in certain circumstances or made available on the Company's website; and

(b)     clarify the electronic notice provisions by stating that any notice, document or information is validly sent or supplied by the Company if it is made available on a website.

Copies of the existing Articles and the Articles as proposed to be amended will be available for inspection during normal business hours at the registered office of the Company until the date of the EGM or upon request. Copies will also be available at the EGM until its conclusion.

If Resolution 3 is passed, it will not be possible to send the Company's accounts to shareholders electronically unless Resolution 2 is also passed and the requirements described below have been complied with.

Under the AIM Rules, the Company cannot use electronic communications (including by means of the Company's website) for certain documents unless the recipient shareholder has either (i) given individual consent or (ii) having been contacted in writing to request such consent, has not objected within 28 days, in which event their consent can be deemed to have been given.  We will be contacting shareholders individually in this regard in due course.  Where consent is given or deemed given, a shareholder will be contacted to alert them to the publication of certain documents on the Company's website. A shareholder, may if he or she so wishes, continue to receive Company communications in hard copy form. Moreover, a shareholder may, in relation to a particular communication, request a hard copy form of that communication.

A copy of the Notice of EGM together with form of proxy is available on the Company's website.

Note to Editors:

About Petro Matad Limited

Petro Matad is the parent company of a group focussed on oil exploration, as well as future development and production in Mongolia.  The Group holds the sole operatorship of three Production Sharing Contracts with the Government of Mongolia.  The principal asset is the PSC for Block XX, a petroleum block of 10,340km² in the far eastern part of the country.  The two other Blocks, IV and V are located in central Mongolia and jointly cover 71,040km².

Petro Matad Limited is incorporated in the Isle of Man under company number 1483V.  Its registered office is at Victory House, Prospect Hill, Douglas, Isle of Man, IM1 1EQ.

Further information:

Petro Matad Limited

Douglas J. McGay - CEO 

[phone]

Westhouse Securities Limited

Richard Baty/Petre Norton

[phone]

 

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