ABL Ablon

 

TIDMABL 
 
RNS Number : 7607R 
Ablon Group Limited 
06 May 2009 
 

ABLON GROUP LIMITED 
Notice of Annual General Meeting 
Ablon Group Limited ('Ablon' or 'the Company'), a leading real estate owner and 
developer in Central and Eastern Europe, today announces that an Annual General 
Meeting of the Shareholders (the 'AGM') for the company will be held on Tuesday 
23 June 2009 at 9.30am (UK time), at the registered office of the Company, 
located at Frances House, Sir William Place, St Peter Port, Guernsey GY1 4HQ. 
 
The following resolutions will be proposed at the AGM: 
 
 
Ordinary Resolutions 
1. To receive and adopt the Financial Statements and Chairman's report for the 
year ended 31 December 2008. 
2. To re-appoint Dennis Twining as a Director of the Company. 
3. To re-appoint Gerry Williams as a Director of the Company. 
4. To re-appoint KPMG Hungaria KFT as Auditors of the Company. 
5. To authorise the Directors to fix the remuneration of the Company's Auditors. 
6. To authorise the Company in accordance with the Companies (Purchase of Own 
Shares) Ordinance, 1998 to make market purchases (as defined in such Ordinance), 
provided that: 
a) the maximum number of Ordinary Shares authorised to be purchased is up to 
14.99 per cent of the Ordinary Shares in issue (rounded up to the nearest whole 
number); 
b) the minimum price which may be paid for any such Ordinary Share is EUR0.01; 
c) the maximum price which may be paid for any such Ordinary Share is not more 
than 5 per cent above closing middle market price derived from the AIM appendix 
of the Daily Official List published by the London Stock Exchange for the five 
business days before the purchase is made; 
 
 
d) such authority shall expire at the annual general meeting of the Company in 
2010 unless such authority is varied, revoked or renewed prior to such date by 
an ordinary resolution of the Company in general meeting; and 
e) the Company may make a contract to purchase Ordinary Shares under such 
authority prior to its expiry which will or may be executed wholly or partly 
after its expiration and the Company may make a purchase of Ordinary Shares 
pursuant to any such contract. 
7. In accordance with Article 42.4.4, to authorise the acquisition of additional 
ordinary shares in the Company's issued share capital ("Ordinary Shares") by 
Aura Holding GmbH ("Aura"), a company that is, at the date of this resolution, 
interested in more than 30 per cent of the Ordinary Shares, provided that: 
a) the maximum number of Ordinary Shares authorised to be acquired by Aura shall 
not exceed such number of Ordinary Shares as shall, when combined with Aura's 
then interest in Ordinary Shares, equal 40 per cent of the Ordinary Shares in 
the Company's issued share capital (rounded up to the nearest whole number); 
b) such authority shall expire at the annual general meeting of the Company in 
2010 unless such authority is varied, revoked or renewed prior to such date by 
an ordinary resolution of the Company in general meeting in accordance with 
Article 42.4.4; and 
c) Aura may make a contract to purchase Ordinary Shares under such authority 
prior to its expiry which will or may be executed wholly or partly after its 
expiration and Aura may make a purchase of Ordinary Shares pursuant to any such 
contract. 
Notes: 
 
 
1. Any Members entitled to attend and vote at the meeting is entitled to appoint 
one or more proxies to attend and vote instead of him. A proxy need not be a 
Member of the Company. 
2. The Form of Proxy, together, if appropriate, with the power of attorney or 
other authority (if any) under which it is signed, must be deposited at the 
office of the company's registrar so as to arrive not later than 48 hours before 
the time of the meeting, or in the case of an adjournment 48 hours before the 
adjourned time. 
3. Return of a completed Form of Proxy will not preclude a Member from attending 
and voting personally at the meeting. 
4. As at the date of this notice (i) the Company's issued share capital consists 
of 109,584,719 ordinary shares, all carrying one vote each; but which includes 
20,541 ordinary shares held in treasury which have no voting rights, and (ii) 
the total voting rights in the Company are 109,564,178. 
5. To appoint a proxy or to give or amend an instruction to a previously 
appointed proxy via the CREST system, the CREST message must be received by the 
issuer's agent RA10 by 9.30 am on 21st June 2009. For this purpose, the time of 
receipt will be taken to be the time (as determined by the timestamp applied to 
the message by the CREST Applications Host) from which the issuer's agent is 
able to retrieve the message. After this time any change of instructions to a 
proxy appointed through CREST should be communicated to the proxy by other 
means. CREST Personal Members or other CREST sponsored members, and those CREST 
Members who have appointed voting service provider(s) should contact their CREST 
sponsor or voting service provider(s) for assistance with appointing proxies via 
CREST. For further information on CREST procedures, limitations and system 
timings please refer to the CREST Manual. We may treat as invalid a proxy 
appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) 
of the Uncertificated Securities Regulations 2001. In any case your proxy form 
must be received by the company's registrars no later than 9.30 am on 21st June 
2009. 
 
Explanatory Notes: 
 
Resolution 1 
This resolution is to approve the Directors' remuneration report for the 
financial period ended on 31 December 2008. You can find the report in the 
report and accounts for the period ended on 31 December 2008. 
 
 
Resolution 2 
Following Mr Twining's performance evaluation, the Directors consider that it is 
appropriate that he be retained as a director of the Company because his 
performance continues to be effective and to demonstrate commitment to the role. 
 
 
Resolution 3 
Following Mr Williams' performance evaluation, the Directors consider that it is 
appropriate that he be retained as a director of the Company because his 
performance continues to be effective and to demonstrate commitment to the role. 
 
 
Resolution 6 
The Company is proposing to renew its authority to make market purchases of 
shares in the Company's issued share capital. In line with best practice, this 
authority will be limited to up to 14.99 per cent of the Company's issued share 
capital at a price no greater than 5 per cent above the average of the middle 
market quotations for the shares for the five business days before the purchase 
is made. 
 
 
Resolution 7 
The Company is proposing to authorise the acquisition of additional ordinary 
shares by Aura Holding GmbH ("Aura"), a company indirectly controlled by Uri 
Heller, the chief executive of the Company, which is currently interested in 
more than 30 per cent of the ordinary shares in the Company's issued share 
capital, subject to certain restrictions. 
 
 
Copies of the full notice of the AGM have been posted to shareholders and are 
available at the above registered office. 
 
 
A copy of the new Articles of Association and a copy of the current Articles of 
Association marked to show changes being proposed by special resolution are 
available for inspection. 
 
 
The Company's 2008 Report and Accounts are available in electronic format on 
Ablon Group's website at www.ablon-group.com. 
 
 
Printed copies have also been posted to shareholders. 
 
 
For further information, please contact: 
 
 
Ablon Group Limited 
Daniel Avidan, CFO 
Tel. +36 1 225 6600 
 
 
KBC Peel Hunt Ltd 
Capel Irwin / Alex Vaughan 
Tel. +44 (0)20 7418 8900 
 
 
City Profile Group 
Jonathan Gillen / William Attwell 
Tel: +44 (0)20 7448 3244 
ablon@city-profile.com 
 
 
 
 
About Ablon Group 
 
 
Founded in 1993 in Budapest (Hungary), Ablon Group has properties at 33 
locations, of which there are 14 completed projects and 19 development projects 
in Budapest, Prague, Bucharest, Warsaw and Gdansk. Its portfolio comprises a 
diversified mix of office, residential, retail, logistics and hotel developments 
valued at EUR594 million by King Sturge, an independent valuation firm, as at 31 
December 2008. Ablon has, to date, approximately 156,950 square metres of 
existing and income generating office and retail assets (at 14 locations) in 
Budapest and Prague, with a significant development land bank comprising a 
further 1,305,800 square metres in the next five years (at 25 locations) in 
Budapest, Prague, Bucharest, Warsaw and Gdansk. Ablon's shares are traded on the 
AIM market of the London Stock Exchange under the ticker 'ABL'. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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