ESTS Blackrock Sub

 
TIDMEST TIDMESTS 
 
The Eastern European Trust PLC 
 
Results of First Company General Meeting 
 
At a General Meeting of the shareholders of the Company held on 21 June 2013, 
at 12.30 p.m. the following resolutions were duly passed as special 
resolutions: 
 
SPECIAL RESOLUTIONS 
 
  * THAT, conditionally on the holders of the 2011 Subscription Shares having 
    sanctioned, and consented to, every alteration, modification, variation or 
    abrogation of the special rights privileges and restrictions attaching to 
    the 2011 Subscription Shares to be effected by the passing and 
    implementation of this resolution: 
 
(A) each 2011 Subscription Share shall be converted into and redesignated as a 
Deferred Share of 1 cent having the following rights and being subject to the 
following restrictions: 
 
The Deferred Shares (to the extent that they are in issue and extant) shall 
entitle the holders thereof to a non-cumulative dividend at a fixed rate of 0.1 
per cent. of the nominal amount thereof (the Deferred Dividend) on the date 
twelve months after the date of the passing of this resolution and on each 
anniversary of such date which shall be payable to the holders thereof on the 
register of members on that date as holders of Deferred Shares and, save as 
provided in this resolution, shall confer no other right on the holders thereof 
to share in the profits of the Company. The Deferred Dividend shall not accrue 
or become payable in any way until the date twelve months after the date of the 
passing of this resolution and shall then only be payable to those holders of 
Deferred Shares registered in the register of members of the Company as holders 
of Deferred Shares on the date twelve months after the date of the passing of 
this resolution. 
 
On a return of assets on a winding up of the Company, the Deferred Shares 
shall, entitle the holders thereof only to be repaid the nominal amount paid up 
on such Deferred Shares (which right ranks immediately after the right of the 
Ordinary Shareholders to be repaid the nominal value of 10 cents for each 
Ordinary Share). 
 
The Deferred Shares shall not carry any right to receive notice of, or to 
attend or vote at, any general meetings of the Company. 
 
The Company shall be entitled to repurchase all of the Deferred Shares 
resulting from the conversion and redesignation of the 2011 Subscription Shares 
for an aggregate consideration of one pence for every 1,000,000 Deferred Shares 
and the circular to shareholders dated 3 April 2013 shall constitute notice to 
each holder of such Deferred Shares that all such Deferred Shares shall be 
repurchased by the Company immediately upon the conversion and redesignation of 
the 2011 Subscription Shares as Deferred Shares for such consideration. On 
repurchase each such Deferred Shares shall be treated as cancelled immediately 
in accordance with section 706 of the Companies Act 2006 without further 
resolution or consent. The Company shall not be obliged to issue share 
certificates to Deferred Shareholders in respect of the Deferred Shares or 
account to any Deferred Shareholder for the repurchase moneys in respect of 
such Deferred Shares; and 
 
(B) the Directors be and are hereby authorised to purchase all the Deferred 
Shares resulting from the redesignation of the 2011 Subscription Shares 
pursuant to paragraph (A) of this resolution and in accordance with the rights 
attaching to such Deferred Shares. 
 
  * THAT, conditionally on the holders of the 2012 Subscription Shares having 
    sanctioned, and consented to, every alteration, modification, variation or 
    abrogation of the special rights privileges and restrictions attaching to 
    the 2012 Subscription Shares, to be effected by the passing and 
    implementation of this resolution: 
 
(A) each 2012 Subscription Share in issue following the lapse of the 
Subscription Share Rights attaching to the 2012 Subscription Shares in 
accordance with the Company's articles of association shall be converted into 
and redesignated as a Deferred Share of 1 cent having the following rights and 
being subject to the following restrictions: 
 
The Deferred Shares (to the extent that they are in issue and extant) shall 
entitle the holders thereof to a non-cumulative dividend at a fixed rate of 0.1 
per cent. of the nominal amount thereof (the Deferred Dividend) on the date 
twelve months after the date of the passing of this resolution and on each 
anniversary of such date which shall be payable to the holders thereof on the 
register of members on that date as holders of Deferred Shares and, save as 
provided in this resolution, shall confer no other right on the holders thereof 
to share in the profits of the Company. The Deferred Dividend shall not accrue 
or become payable in any way until the date twelve months after the date of the 
passing of this resolution and shall then only be payable to those holders of 
Deferred Shares registered in the register of members of the Company as holders 
of Deferred Shares on the date twelve months after the date of the passing of 
this resolution. 
 
On a return of assets on a winding up of the Company, the Deferred Shares 
shall, entitle the holders thereof only to be repaid the nominal amount paid up 
on such Deferred Shares (which right ranks immediately after the right of the 
Ordinary Shareholders to be repaid the nominal value of 10 cents for each 
Ordinary Share). 
 
The Deferred Shares shall not carry any right to receive notice of, or to 
attend or vote at, any general meetings of the Company. 
 
The Company shall be entitled to repurchase all of the Deferred Shares 
resulting from the conversion and redesignation of the 2012 Subscription Shares 
for an aggregate consideration of one pence for every 1,000,000 Deferred Shares 
and the circular to shareholders dated 3 April 2013 shall constitute notice to 
each holder of Deferred Shares that all such Deferred Shares shall be 
repurchased by the Company immediately upon the conversion and redesignation of 
the 2012 Subscription Shares as Deferred Shares for such consideration. On 
repurchase such Deferred Shares shall be treated as cancelled immediately in 
accordance with section 706 of the Companies Act 2006 without further 
resolution or consent. The Company shall not be obliged to issue share 
certificates to Deferred Shareholders in respect of the Deferred Shares or 
account to any Deferred Shareholder for the repurchase moneys in respect of 
such Deferred Shares; 
 
(B) the Directors be and are hereby authorised to purchase all the Deferred 
Shares resulting from the redesignation of the 2012 Subscription Shares 
pursuant to paragraph (A) of this resolution and in accordance with the rights 
attaching to such Deferred Shares; and 
 
(C) with effect from the date of the conversion and redesignation of the 2012 
Subscription Shares as Deferred Shares pursuant to paragraph (A) of this 
resolution or, if the Final Subscription Trustee exercises the outstanding 
Subscription Share Rights attaching to the 2012 Subscription Shares in 
accordance with the Articles, with effect from the day after such exercise by 
the Final Subscription Trustee, the Company's Articles of Association be 
amended by deleting the existing Article 7 and leaving Article 7 blank. 
 
The number of proxy votes received in favour of the resolutions was as follows: 
 
Resolution 1: 100.00% 
Resolution 2: 100.00% 
 
For further information please contact: 
Simon White/Barbara Powley 
BlackRock Investment Management (UK) Limited 
020 7743 3000 
 
Alex Blake 
Winterflood Investment Trusts 
020 3100 0297 
 
 
 
 
 
 
END 
 

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