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