Notice of AGM

RNS Number : 7116F

TMT Investments PLC

29 April 2014

 



29 April 2014

TMT INVESTMENTS PLC

("TMT" or the "Company")

Notice of Annual General Meeting

TMT announces that a circular to shareholders containing notice of Annual General Meeting of the Company (AGM) is now available in the Investor Relations section of the Company's website, www.tmtinvestments.com.

The AGM will be held at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES on 20 May 2014 at 11.00am (BST) to consider and vote on the following resolutions, of which resolutions 1 to 5 (inclusive) and resolution 8 are ordinary resolutions and resolutions 6 and 7 are special resolutions:

Ordinary Business

1.       To receive the accounts of the Company for the year ended 31 December 2013 together with the directors' report pursuant to Article 105 of the Companies (Jersey) Law 1991 (as amended).

2.       To receive the statement of the auditors made pursuant to Article 113A of the Companies (Jersey) Law 1991 (as amended).

3.       To approve the recommendation of the directors that no final dividend be declared in respect of the year ended 31 December 2013.

4.       To reappoint Yuri Mostovoy retiring as a director in accordance with the Company's articles of association and, being eligible, offering himself for reappointment as a director of the Company.

5.       To appoint UHY Hacker Young LLP as auditors of the Company in accordance with Article 113 of the Companies (Jersey) Law 1991 (as amended), until the conclusion of the next general meeting of the Company at which audited accounts are laid before members and to authorise the directors to determine their remuneration.

Special Business

6.       To grant the directors authority to issue and allot, or to agree and allot before the next Annual General Meeting of the Company, such number of issued ordinary shares in the Company (Ordinary Shares) as in aggregate is equivalent to but not exceeding fifty per cent (50%) of the total number of Ordinary Shares immediately before the AGM.

7.       To grant the directors authority to make one or more purchases of Ordinary Shares on such terms and in such manner as the board of directors may from time to time determine, provided that:

(a)     the maximum number of Ordinary Shares authorised to be purchased shall not exceed ten per cent (10%) of the total number of Ordinary Shares immediately before the AGM (Authorised Shares);

(b)     the maximum price which may be paid for any such Authorised Shares shall not exceed the middle market quotations within 5 days preceding the date of effective purchase;

(c)     the minimum price that may be paid for an Authorised Share is the nominal value of such Authorised Share; and

(d)     unless otherwise varied, renewed or revoked, the authority hereby conferred shall expire on the conclusion of the next annual general meeting of the Company held after the passing of this resolution or 18 months after the date of its passing (whichever shall first occur), except that the Company may, before such expiry, enter into a contract or contracts for the purchase of Authorised Shares which may be completed by or executed wholly or partly after the expiration of this authority.

8.       To amend the Company's Articles of Association by the deletion of Article 89 and to make changes to the other articles of the Company's Articles of Association by way of renumbering and deletion of definitions as a consequence of such deletion, with the conformed copy of Company's Articles of Association post such deletion and amendments being attached to this Notice.

The last date for receipt of completed forms of proxy for use at the AGM (in accordance with the terms thereof) will be 11:00am on 18 May 2014.

For further information contact:

TMT Investments Plc Mr. Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd. NOMAD and Broker Ray Zimmerman/Richard Morrison/Irina Lomova	[phone]
Kinlan Communications David Hothersall	Tel. [phone] [e-mail]

 

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