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BAT - Brait S.A. Societe Anonyme - Notice of extraordinary General Meeting
Brait S.A. Societe Anonyme
(Incorporated in Luxembourg)
(RCS Luxembourg B-13861)
Share code: BAT & ISIN: LU0011857645
("Brait" or the "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING ("EGM")
Notice is given that an EGM of Brait S.A. will be held at 42, rue de la Vallee,
L-2661 Luxembourg, Grand Duchy of Luxembourg at 10:00 a.m., or as soon
thereafter as it commences, on 22 August 2011 in the presence of a Luxembourg
notary to consider and, if thought fit, pass the resolutions set out below:-
1. Conversion of Capital
The Company`s capital be converted from United States Dollars to Euros at
the exchange rate for the conversion of United States Dollars to Euros
quoted on the Bloomberg website at 08h00 CET on 22 August 2011 and the
Articles of Incorporation of the Company be amended to record the Company`s
capital denominated in Euros.
As a result of the conversion of capital from United States Dollars to
Euros, articles 5.1 and 5.2 of the Company`s Articles of Incorporation are
to read as follows:
"5.1. The Company has an authorised capital of (.) Euros (EUR (.))
divided into one billion five hundred thousand (1,500,000,000)
ordinary shares with no par value in the capital of the Company
("Ordinary Shares").
5.2. The Company has a subscribed paid-up share capital of (.) Euros
(EUR(.)) represented by five hundred and six million, two hundred
thousand, six hundred and ninety three (506,200,693) fully paid-
up ordinary shares of no par value.".
The outstanding information in articles 5.1 and 5.2 can only be determined
on 22 August 2011 once the relevant exchange rate is known and so has
deliberately been left blank in this notice.
2. Change of Legal Form
2.1 The terms of merger published in the Luxembourg Legal Gazette (Memorial C,
Recueil des Societes et Associations) on 15 March 2011 ("Terms of Merger")
and the conversion of the Company into a European Company (societe
europeenne or societas europaea) by means of a merger by acquisition with
BM p.l.c. (a Maltese subsidiary of the Company) pursuant to the Terms of
Merger be approved;
2.2 A new set of Articles of Incorporation (including the changes occasioned by
resolutions 1 and 3), as set out in the annexure to the Terms of Merger, be
adopted; and
2.3 Any one Director acting alone be and is hereby authorised to sign such
documents and do such things as may be necessary or as such Director may,
in his sole discretion, deem reasonable or desirable and in the best
interests of the Company for the purpose of giving effect to the merger
contemplated in the Terms of Merger.
3. Amendment to Articles
Pursuant to resolution 10 which was approved by the Annual General Meeting
of the Company on 27 July 2011, which authorised the directors to issue
shares and to restrict and withdraw pre-emption rights in certain
circumstances, the second paragraph of article 5.3 of the Articles of
Incorporation be amended to read as follows:
"- that this authority shall not extend beyond 15 (fifteen) months from the
date of the annual general meeting of July 27, 2011 but shall be renewable
for further periods (which may be periods of less than but not more than 5
(five) years each) by resolution of the annual general meeting of the
shareowners from time to time."
Resolutions 1, 2.1 and 2.2 are to be proposed as Special Resolutions and
Resolution 2.3 as an Ordinary Resolution. Resolution 3 is to be proposed as
an Extraordinary Resolution. The Special Resolutions require a two-thirds
majority by value of the Ordinary Shares present or represented at the
General Meeting. In addition, in order to pass the Special Resolutions a
quorum of more than half of the issued Ordinary Shares by value is required
to be present or represented at the General Meeting. The Ordinary
Resolutions may be passed at the Extraordinary General Meeting by a simple
majority representing more than 50 percent by value of the Ordinary Shares.
The quorum requirement in relation to the Ordinary Resolutions is at least
two Members present or represented at the Extraordinary General Meeting.
The Extraordinary Resolution requires a 75 percent majority by nominal
value of shares present or represented at the General Meeting and entitled
to vote and at least 51 percent in nominal value of all the shares entitled
to vote at the General Meeting. The quorum requirement in relation to the
Extraordinary Resolution is at least two shareholders present or
represented at the General Meeting.
In accordance with Luxembourg law, the General Meeting cannot be adjourned
if there is no quorum. Accordingly, if at the General Meeting (the ``First
Meeting``) the aforesaid quorum requirement of more than half of the issued
Ordinary Shares by value is not present, the Special Resolutions and the
Extraordinary Resolution will not be proposed and will, therefore, not be
capable of being passed. The Directors may then decide to convene a
subsequent General Meeting (the "Second Meeting") to re-consider the
Special Resolutions and Extraordinary Resolution, for which a further
notice of meeting will be sent to the Members in accordance with the
Articles.
The quorum requirement in relation to all the Resolutions at the Second
Meeting will be at least two Members present or represented at the Second
Meeting.
If the Special Resolutions and the Extraordinary Resolution are not passed
at the First Meeting, they can be passed at the Second Meeting by a simple
majority representing more than 50 percent by value of the Ordinary Shares.
Accordingly the salient dates in respect of the EGM are as follows:
2011
Last day to trade in order to be eligible to attend and 10 August
vote at the EGM
Record date to determine which shareholders are entitled 17 August
to attend and vote at the EGM
Forms of proxy for the EGM to be lodged by 10:00 a.m. 18 August
on*
EGM to be held on 22 August
* any proxies not lodged by this time must be handed to the chairperson of
the general meeting immediately prior to the general meeting.
By order of the board
JP Moleketi
Chairman
8 August 2011
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08/08/2011 16:00:06 Supplied by www.sharenet.co.za
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