20 November 2024
Notice of
Annual General Meeting
BLACK SEA PROPERTY
PLC
This announcement serves as a
correction to the Notice of Annual General Meeting published on 14
November 2024, confirming that Resolutions 4 and 5 are special
resolutions.
Notice is hereby given that the
Annual General Meeting of Black Sea Property Plc (the "Company")
will be held at 6th floor, Victory House,
Prospect Hill, Douglas IM1 1EQ, Isle of Man
on 29 November 2024 at 10.30 a.m. for the following
purposes:
ORDINARY BUSINESS
To consider and, if thought fit, to
pass the following resolutions which will be proposed as ordinary
resolutions:
|
Resolution 1.
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To receive and adopt the audited
accounts of the Company for the year ended 31 December
2023
together with the Directors' and Auditor's reports
thereon.
|
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Resolution 2.
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To re-appoint Grant Thornton as
Auditors to the Company and to authorise the Directors to determine
the Auditors' remuneration.
|
|
Resolution 3.
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To re-appoint Simon Hudd as a
Director who retires in accordance with Article 78 at the
commencement of the 2024 Annual General Meeting and submits himself
for immediate reappointment to the board.
|
SPECIAL BUSINESS
To consider and, if thought fit, to
pass the following resolutions which will be proposed as special
resolutions:
|
Resolution 4.
|
To authorise the issue (for cash or
non-cash consideration) by the directors of ordinary shares to a
maximum aggregate value of up to €28,000,000, to enable the
conversion of any outstanding Loan Notes issued by the Company and
otherwise to raise funds.
This authority requires renewal
every five years.
|
|
Resolution 5.
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To authorise the dis-application of
pre-emption rights on ordinary shares to a maximum aggregate value
of up to €28,000,000, to enable the conversion of any outstanding
Loan Notes issued by the Company and otherwise to raise
funds.
This authority requires renewal
every fifteen months.
|
The Directors of the issuer accept
responsibility for the contents of this announcement.
For further information, please
visit www.blackseapropertyplc.com
or contact the following:
|
BLACK SEA PROPERTY PLC
Simon Hudd - Chairman
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simon.hudd@d3acap.com
|
|
PETERHOUSE CAPITAL LIMITED
AQSE Corporate Adviser
Heena Karani and Duncan
Vasey
|
+44 (0) 207 469 0930
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Market Abuse Regulation (MAR)
Disclosure
The information contained within this
announcement is deemed by the Company to constitute inside
information. Upon the publication of this announcement via a
Regulatory Information Service, this inside information is now
considered to be in the public domain
BLACK SEA PROPERTY
PLC
(a
company incorporated in the Isle of Man with registered number
013712V)
FORM OF
PROXY
To be used for the Annual General
Meeting of the Company to be held at the offices of held at
6th Floor, Victory House, Prospect Hill, Douglas IM1
1EQ, Isle of Man on 29 November 2024 at 10.30 a.m.
|
I/We
_______________________________________¹ of
_______________________
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____________________________________________________________________¹
being member(s) of the above- named
Company, hereby appoint the Chairman
of the Meeting or
_____________________________________ ² of
|
|
|
|
_____________________________________________________________________________
as my/our proxy
|
|
to vote on my/our behalf at the
Annual General Meeting of the Company to be held on 29 November
2024 at 10.30 a.m. and at any adjournment thereof.
|
|
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I/We direct my/our proxy to vote in
respect of the Resolutions to be proposed at such Annual General
Meeting in the following manner ³:-
|
ORDINARY BUSINESS
|
FOR
|
AGAINST
|
ABSTAIN
|
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To receive and adopt the audited
accounts of the Company for the year ended 31 December
2023 together with
the Directors' and Auditor's reports thereon.
|
|
|
|
|
To re-appoint Grant Thornton as
Auditors to the Company and to authorise the Directors to determine
the Auditors' remuneration.
|
|
|
|
|
To re-appoint Simon Hudd as a
Director who retires in accordance with Article 78 at the
commencement of the 2023 Annual General Meeting and submits himself
for immediate reappointment to the board.
|
|
|
|
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SPECIAL BUSINESS
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FOR
|
AGAINST
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ABSTAIN
|
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To authorise the issue (for cash or
non-cash consideration) by the directors of ordinary shares to a
maximum aggregate value of up to €28,000,000, to enable the
conversion of any outstanding Loan Notes issued by the Company and
otherwise to raise funds.
This authority will require renewal
every five years.
|
|
|
|
|
To authorise the dis-application of
pre-emption rights on ordinary shares ordinary shares to a maximum
aggregate value of up to €28,000,000, to enable the conversion of
any outstanding Loan Notes issued by the Company and otherwise to
raise funds.
This authority will require renewal
every fifteen months.
|
|
|
|
Dated:
2024
Signature_________________________________
NOTES:
1 Full name(s) and address(es) to be
inserted in BLOCK CAPITALS. The name of all joint holders
should be stated.
2 If you wish to appoint a person other than
the Chairman of the above Meeting as your proxy please delete the
words "the Chairman of the Meeting" and print the name and address
of the person you wish to appoint in the space
provided.
3 Please indicate with a "X" in the
appropriate space beside the resolution how you wish your proxy to
vote on your behalf on a poll. Except as otherwise
instructed, your proxy will exercise their discretion as to how
they vote or whether they abstain from voting.
4 This form of proxy must be signed by the
member or their attorney duly authorised in writing, or if the
appointer is a corporation the form of proxy must be executed under
the hand of an officer of the corporation duly authorised on their
behalf.
5 A member entitled to attend and vote is
entitled to appoint one or more parties to attend and, on a poll,
to vote instead of them. A proxy need not also be a
member. In the case of joint holders, if more than one such
joint holder is present, only the person whose name stands first in
the Register of Members of the Company in respect of the relevant
joint holding will be entitled to vote. The form of proxy
should be completed and lodged at the Company's registered office
at 6th floor, Victory House, Prospect Hill, Douglas IM1 1EQ,
Isle of Man (Attn: Angela Faragher) or by email
Angela.Faragher@crowe.im
no later than 48
hours before the time appointed for holding the above Meeting
together with the power of attorney or other authority (if any)
under which it is signed, or a notarially certified copy of such
power or authority.