General meeting information transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.
PI POWER INTERNATIONAL LIMITED (in liquidation) (incorporated with limited liability under the laws of Jersey with registered
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting (the “Annual General Meeting”) of PI Power International Limited (in liquidation) (the “Company”) will be held at St. Paul’s Centre, New Street, St. Helier, Jersey on 23 August 2017 at 12:00 pm (Jersey time) to consider and, if thought fit, pass the
1. Approval of the Company’s accounts, directors’ report and auditors’ report
for the period 1 January 2016 to 31 December 2016.
2. Appointment of Grant Thornton Unitreu Wirtschaftsprüfungs- und
Steuerberatungs-GmbH as auditors to the Company.
3. Appointment of James P. Shinehouse as a director and Managing Director of
4. Appointment of Richard Boléat as a director of the Company.
5. Appointment of George Baird as a director of the Company.
6. Appointment of Murdoch McKillop as a director of the Company.
7. Approval of the proposal that the Company prepare audited accounts for the
period 1 January 2017 to 30 June 2017.
8. Approval of the proposal that the Company do not prepare audited accounts
for the period from 1 July 2017 to its final dissolution.
At the time of the calling of the Annual General Meeting, the Company has an issued share capital of Euro 600,000,000, which is divided into 60,000,000 fully paid ordinary shares with no par value. All 60,000,000 ordinary shares carry a right to vote; at present there are no non-voting shares in issue. Each ordinary share carries one vote. Thus, there are 60,000,000 votes at the time of the calling of the Annual General Meeting. The Company holds 2,120,062 ADCs representing shares in the Company at the time of the calling of the Annual General Meeting, which each provide for a right to vote but such voting rights will not be exercised at the Annual General Meeting.
Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”) is a registered shareholder of the Company holding on behalf of the holders of ADCs 59,999,997 of the issued ordinary shares; these shares are represented by 59,999,997 ADCs with ISIN AT0000A05W59 which were issued to the public. Nicholas Hill, Meinl Bank Aktiengesellschaft and Wolf Theiss Rechtsanwälte GmbH & Co KG are registered shareholders and hold one share each.
Only registered shareholders of the Company have a right to attend and vote at the Annual General Meeting. Because all shares held by Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”) are represented by Austrian Depository Certificates (“ADCs”), the rights in respect of these shares are passed on by OeKB to the holders of these ADCs. For the Annual General Meeting, the Company has posted a specific form of proxy on its website www.powerinternational.eu.
Deadlines and information on the registration procedure for the Annual General Meeting:
In order to attend and vote at the Annual General Meeting, an ADC holder has to complete and sign the form of proxy provided by the Company and to be downloaded from the website of the Company at www.powerinternational [http:// www.powerinternational/].eu. The completed and signed form of proxy has to be submitted to the account holding bank for blocking of the ADCs and signature. The completed original form of proxy, bearing the signatures of both the ADC holder and the account holding bank has to be returned by the account holding bank to the ADC holder. The form of proxy must be sent by facsimile transmission by the account holding bank at the instruction of the ADC holder to, and be received by, the Company at fax no. +43 (0)1 8900 500 66 by 12:00 pm (Jersey time) / 1:00 pm (Austrian time) on 21 August 2017. Forms of proxy received incorrectly completed or after the indicated time cannot be considered for registration by the Company.
General instructions: Any ADC holder planning to attend the Annual General Meeting in person as a proxy in respect of the ordinary shares to which his ADCs relate does not need to indicate on the proxy form how he intends to vote. An ADC holder can also appoint a third party as a proxy in respect of the ordinary shares to which his ADCs relate to attend the Annual General Meeting on his or her behalf and can instruct such third party on how to vote. Any ADC holder who completes and returns the form of proxy in accordance with the notice of the Annual General Meeting will be entitled to attend and vote either in person (if he has named himself in the form of proxy) or by a named third party at the Annual General Meeting in respect of the ordinary shares to which such person’s ADCs relate.
Any ADC holder can by this proxy either (1) attend and vote in the Annual General Meeting, or (2) appoint the chairperson of the meeting to vote as indicated on the proxy form or (3) appoint a third party to attend and vote and such person must identify himself at the Annual General Meeting as a holder of the proxy in relation to the ADCs held by the ADC holder. If the ADC holder appoints a third party to attend and vote, the Chairman of the meeting is entitled to exercise the voting rights on the respective number of ADCs if the third party appointed to attend and vote is not present for voting unless the words “failing him/her, the Chairman of the meeting” from Section B of the form of proxy are deleted by the ADC holder.
The Company will offer free of charge for its shareholders and the holders of ADCs the services of Collas Crill as an independent proxy agent who will be available to those shareholders and holders of ADCs who wish to appoint an independent proxy agent. The independent proxy agent will vote in accordance with the instructions provided by the ADC holder in the form of proxy. If ADC holders wish to appoint the independent proxy agent as proxy, they must state the name of Collas Crill in the appropriate section of the form of proxy.
Details on how to register for and vote in the Annual General Meeting of the Company will also be published in the Austrian Official Gazette (Amtsblatt zur Wiener Zeitung) and on the website of the Company under www.powerinternational.eu.
The Annual General Meeting will be conducted in accordance with the Companies (Jersey) Law, 1991 and the Articles of Association of the Company.
end of announcement euro adhoc
issuer: PI Power International Limited 1st Floor, 7 Bond Street A-JE2 3NP
St Helier, Jersey, Channel Islands
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