MEINL INTERNATIONAL POWER LIMITED
(incorporated with limited liability under the laws of Jersey with registered number 97789)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary General Meeting (the ‘‘
General Meeting’’) of Meinl International Power Limited (the ‘‘
Company’’) will be held at Palais Niederösterreich, Altes Landhaus, Herrengasse 13, 1010 Vienna on 14 November 2008 at 9.00am (Austrian time) to consider and, if thought fit, pass the following resolutions of the Company.
Ordinary Resolution-
1.
THAT the composition of the board of directors of the Company (the “
Board”) be amended by removing, to the extent not already removed, and without prejudice to the validity of such previous removal, as directors all of the directors of the Company being directors of the Company at the date of the General Meeting.
Without prejudice to the foregoing, the following ordinary resolutions will be considered as separate ordinary resolutions.
2.
THAT Andrew Wignall be removed as director of the Company.
3.
THAT Simon Radford be removed as a director of the Company.
4.
THAT George Kucian be removed as a director of the Company.
5.
THAT Karel Römer be removed as a director of the Company.
6.
THAT Heinrich Schwägler be removed as a director of the Company.
7.
THAT Michael Treichl be removed as a director of the Company.
8.
THAT Hans Haider be removed as a director of the Company.
9.
THAT Allen Fuchs be removed as a director of the Company.
10.
THAT Karl Heiz be removed as a director of the Company.
11.
THAT Georg Antesberger be removed as a director of the Company.
12.
THAT Richard Boleat be appointed as a director of the Company to the extent not already appointed, and without prejudice to the validity of any such previous appointment.
13.
THAT Georg Baird be appointed as a director of the Company.
14.
THAT Wolfgang A.W. Vilsmeier be appointed as a director of the Company.
15.
THAT Hans-Peter Dohr be appointed as a director of the Company.
16.
THAT Bjoern Pirrwitz be appointed as a director of the Company.
17.
THAT Wilfried K. Hassler be appointed as a director of the Company.
18.
THAT Fred Duswald be appointed as a director of the Company.
19.
THAT subject to the appointments referred to in resolutions 12 to 18 above, the Board be instructed to consider proposals to eliminate or reduce the discount of the current market value of the Company to the net asset value and to report to the shareholders of the Company.
20.
THAT until the Board has reported to shareholders upon its proposals, the investment programme of the Company be suspended PROVIDED THAT this suspension shall not apply to any investment commitments already made or which are required to protect the value of existing investments or which the Company may make in bank deposits or short-term money market instruments.
21.
THAT, without prejudice to the authority set out in paragraph 22 below, which may be considered in conjunction with this authority subject to due compliance with the Companies (Jersey) Law 1991, as amended, (the “
Law”) and the Articles of Association of the Company (as may be amended by paragraph 23 below), the Board is authorised to return to shareholders by way of interim dividend such amount as the Directors in their discretion may resolve be distributed in accordance with the requirements of the Law subject in any case to the retention only of such reserves as may be necessary in order to maintain the solvency of the Company in accordance with the requirements of the Law.
Special Resolutions:-
22.
THAT, without prejudice to the authority set out in paragraph 21 above, which may be considered in conjunction with this authority subject to due compliance with the Law, the Company be and is hereby authorised to purchase through the market up to 59,999,990 certificates representing shares in the Company, provided that the lowest consideration payable for any such purchase may not be lower than €1 and the highest consideration payable for any such purchase may not be higher than 50% above the average certificate price at close of dealings on the last 30 trading days prior to any such purchase, and that the Company shall be authorised to make any such purchases on the basis of a tender offer to holders of certificates or such other basis as may be equitable to holders of certificates in the Company such authority to expire on the date falling 18 months from the date of the passing of this resolution.
23.
THAT the Articles of Association of the Company be amended so that Article 165 reads:
“Subject to the provisions of the Act, the board may pay interim dividends. If the share capital is divided into different classes, the board may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The board may also pay at intervals settled by it any dividend payable at a fixed rate. If the board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.”
By order of the Board
Registered Office
32 Commercial Street
St Helier
Jersey JE4 0QH
Secretary
Dated: 23 October 2008
Notes:
1. Holders of ordinary shares of the Company (‘‘
Shareholders’’) entitled to attend and vote at the meeting may appoint one or more proxies (who need not be Shareholders) to attend and vote on a poll on their behalf (see note 4 below). Holders of certificates (‘‘
Certificate Holders’’) representing shares carrying the right to attend and vote at the meeting must obtain the authority of the registered holder of such shares to attend and vote in person or to appoint a third party to attend and vote in person in either case as the Shareholder’s proxy.
2. On a poll each Shareholder, whether attending in person or by proxy, will be entitled to 1 vote per ordinary share held.
3. Certificate Holders who wish to attend the Extraordinary General Meeting personally or to appoint a person to attend on their behalf (other than OeKB) should follow the instructions published in the Austrian ‘‘Amtsblatt zur Wiener Zeitung’’ (Official Austrian Gazette).
4. Only for Shareholders (other than Certificate Holders): To be valid, a Form of Proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by the Company at the address set forth in the Form of Proxy as soon as possible, but in any event not later than 9.00am (Austrian time) on 12 November 2008. A Form of Proxy is available on request from the Company. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the meeting should they wish to do so.
