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BAT - Brait S.A. Societe Anonyme - Results of extraordinary General Meeting
("EGM"): creation of Brait Se
Brait S.A. Societe Anonyme
(Incorporated in Luxembourg)
(RCS Luxembourg B-13861)
Share code: BAT & ISIN: LU0011857645
("Brait" or "the Company")
RESULTS OF EXTRAORDINARY GENERAL MEETING ("EGM"): CREATION OF BRAIT SE
At the EGM of Brait S.A. on 22 August 2011, shareholders in the Company passed
by the requisite majority, the following resolutions:
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 one hundred and fifty
six million six hundred and forty-five thousand Euros (EUR
156,645,000) 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 one hundred and
eleven million four hundred and thirty-nine thousand, and seventy-
eight Euros and forty-one cents (EUR 111,439,078.41) 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.".
2. Change of Legal Form
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;
2.1 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
2.2 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 at 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."
As a result of resolution 2:
* All the assets, rights, liabilities and obligations of BM p.l.c. shall be
acquired by Brait S.A.
* BM p.l.c. shall cease to exist.
* Brait S.A. shall, upon its registration with the Registre de Commerce et
des Societes in Luxembourg (the Luxembourg Trade Registry) take the form of
a societas europaea with the name of "Brait SE".
* The Company`s share capital is expressed in Euro and the current directors
and auditor shall - as the Company merely changes its form - be the
directors and auditor of Brait SE.
* The Company`s registered office remains 42 rue de la Vallee, L-2661,
Luxembourg.
The Company`s new set of Articles of Incorporation is essentially the same as
its previous set, save for various changes necessitated by its becoming a
societas europaea. For accounting purposes the merger was effective as from 1
April 2011.
A proposal to transfer the Company`s registered office to Malta (pursuant to the
Circular to Shareholders issued on 18 April 2011) shall shortly be sent to
shareholders.
By order of the board
PJ Moleketi
Chairman
23 August 2011
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 23/08/2011 16:27:16 Supplied by www.sharenet.co.za
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