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Results of annual general meeting
NEW EUROPE PROPERTY INVESTMENTS PLC
(Incorporated and registered in the Isle of Man with registered number 001211V)
(Registered as an external company with limited liability under the laws of South
Africa,registration number 2009/000025/10)
AIM share code: NEPI JSE share code: NEP BVB share code: NEP
ISIN: IM00B23XCH02
(“NEPI” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
The Company announces that its annual general meeting was held at 10:00 am British Summer Time, on
Thursday, 2 May 2013, at the Company's registered office at 2nd Floor, Anglo International House, Lord
Street, Douglas, Isle of Man.
All resolutions proposed were passed by the requisite majorities of NEPI shareholders.
In accordance with Article 113 par.(1) let. A, of the Romanian National Securities Commission Regulation
no. 1/2006, the resolutions are listed below:
ORDINARY BUSINESS
1. Receiving and adopting the reports of the directors and auditors of the Company and the financial
statements for the year ended 31 December 2012.
2. Re-election of those directors of the Company who will retire by rotation in accordance with article 86
of the Articles of Association of the Company and being eligible, have offered themselves for re-
election:
2.1 Martin Slabbert; and
2.2 Jeff Zidel.
3. Authorisation given to the directors of the Company to fix their remuneration in accordance with article
95 of the Articles of Association of the Company.
4. Re-appointment of Ernst & Young LLC as auditors of the Company and to authorise the Company’s
directors to fix their remuneration.
SPECIAL BUSINESS
5. Amendment of the NEPI Share Purchase Scheme adopted by shareholders on 24 April 2012 (the
“current scheme”) as follows:
5.1. increase the maximum aggregate number of shares which can be offered for subscription or
purchase under this scheme (“scheme allocation”):
- from 10,000,000 (ten million) shares less the number of shares issued in terms of the NEPI
incentive scheme (i.e. the scheme which was in place since before the Company’s listing on
the AIM market of the London Stock Exchange) and in respect of which the purchase price
remained outstanding as at the date of implementation of the current scheme (being
5,100,790 shares),
- to 15,000,000 (fifteen million) shares less 5,100,790 shares issued in terms of the NEPI
incentive scheme and referred to above; and
5.2. to increase the maximum aggregate number of shares which can be offered to any one individual
under the NEPI Share Purchase Scheme from 2,000,000 (two million) to 3,000,000 (three million)
shares, provided that this maximum shall not apply in the event that any reduction in the
Company’s issued ordinary share capital results in any offeree having accepted an offer in excess
of such maximum.
6. So as to maintain the maximum “headroom” available to the directors for expanding the Company’s
business by allotting equity securities of the Company for cash on a non pre-emptive basis, the
shareholders passed the following special resolution:
Resolved that, subject to the restrictions set out below and subject to the provisions of article 5.3, the
Listings Requirements of the JSE Limited, the AIM rules for companies issued by the London Stock
Exchange plc and the rules of the Bucharest Stock Exchange, the directors of the Company be and are
hereby authorised until this authority lapses at the next annual general meeting of the Company,
provided that this authority shall not extend beyond 15 months, to allot and issue shares of the Company
(including the grant or issue of options or convertible securities that are convertible into an existing class
of shares) for cash (or for the extinction or payment of any liability, obligation or commitment, restraint
or settlement of expenses) on the following basis:
6.1. the shares which are the subject of the issue for cash must be of a class already in issue or, where
this is not the case, must be limited to such shares or rights as are convertible into a class already in
issue;
6.2. the allotment and issue of shares for cash shall be made only to persons qualifying as “public
shareholders”, as defined in the Listings Requirements, and not to “related parties”;
6.3. shares which are the subject of general issues for cash:
6.3.1. in aggregate in any one financial year may not exceed 15% of the Company’s shares in issue
of that class (for purposes of determining the shares comprising the 15% number in any one
year, account must be taken of the dilution effect, in the year of issue of options or
convertible securities, by including the number of any equity securities which may be issued
in future arising out of the issue of such options/convertible securities);
6.3.2. of a particular class will be aggregated with any securities that are compulsorily convertible
into securities of that class and, in the case of the issue of compulsorily convertible securities,
by including the number of equity securities which may be issued in future arising out of the
issue of such options/convertible securities;
6.3.3. as regards the number of shares which may be issued (the 15% number), same shall be based
on the number of shares of that class in issue added to those that may be issued in future
(arising from the conversion of options/convertible securities), at the date of such application:
6.3.3.1. less any shares of the class issued, or to be issued in future arising from
options/convertible securities issued, during the current financial year of the Company
(which commenced on 1 January 2013);
6.3.3.2. plus any shares of that class to be issued pursuant to:
6.3.3.2.1. a rights issue which has been announced, is irrevocable and is fully
underwritten; or
6.3.3.2.2. an acquisition (in respect of which final terms have been announced) which
acquisition issue securities may be included as though they were securities in
issue at the date of application;
6.4. the maximum discount at which shares may be issued is 10% of the weighted average traded of such
shares measured over the 30 business days prior to the date that the price of the issue is agreed
between the Company and the party subscribing for the shares;
6.5. after the Company has issued shares in terms of this general authority to issue shares for cash
representing on a cumulative basis within a financial year, 5% or more of the number of shares in
issue prior to that issue, the Company shall publish an announcement containing full details of that
issue, including:
6.5.1. the number of shares issued;
6.5.2. the average discount to the weighted average traded price of the shares over the 30 business
days prior to the date that the issue is agreed in writing between the Company and the
party/ies subscribing for the shares; and
6.5.3. the effects of the issue on the net asset value per share, net tangible asset value per share,
earnings per share, headline earnings per share, and if applicable diluted earnings and diluted
headline earnings per share.”
For further information please contact:
New Europe Property Investments plc
Martin Slabbert +40 74 432 8882
Nominated Adviser and Broker
Smith & Williamson Corporate Finance Limited
Azhic Basirov/Siobhan Sergeant +44 20 7131 4000
JSE sponsor:
Java Capital +27 11 283 0089
Romanian advisor
SSIF Intercapital Invest SA
Razvan Pasol +40 21 222 8731
2 May 2013
JSE Sponsor
Java Capital
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