Resolutions Passed at AGM
September 28 2007 - 10:39AM
UK Regulatory
RNS Number:7638E
Nufcor Uranium Limited
28 September 2007
RESOLUTIONS PASSED AT THE FIRST ANNUAL GENERAL MEETING
OF NUFCOR URANIUM LIMITED ("the Company")
HELD AT ANSON COURT, LA ROUTE DES CAMPS, ST. MARTIN, GUERNSEY
ON FRIDAY 28th SEPTEMBER 2007 AT 10.00 AM
1. ORDINARY IT WAS RESOLVED:
RESOLUTION:
FINANCIAL
STATEMENTS To receive and adopt the Report and Audited Financial Statements
of the Company for the period ended 30th June 2007.
2. ORDINARY IT WAS RESOLVED:
RESOLUTION:
AUDITORS To appoint PricewaterhouseCoopers CI LLP as Auditors to the
Company; and
To authorise the Directors to agree the Auditors' remuneration.
3. SPECIAL IT WAS RESOLVED:
RESOLUTION:
SHARE CAPITAL
REDUCTION THAT the Company's share premium account be cancelled and the
amount of the share premium account so cancelled be credited as a
distributable reserve to be established in the books of account
which shall be able to be applied in any manner in which the
Company's profits available for distribution (as determined in
accordance with the Companies (Guernsey) Laws, 1994 to 1996, as
amended) are able to be applied, including the market purchase of
the Company's Shares and the payment of a dividend.
4. SPECIAL IT WAS RESOLVED:
RESOLUTION:
PURCHASE OF
OWN SHARES THAT Company be generally and unconditionally authorised, in
accordance with the Company's Articles of Association and The
Companies (Purchase of Own Shares) Ordinance 1998 ("the
Ordinance"), to make market purchases (within the meaning of
Section 18 of the Ordinance) of its shares PROVIDED THAT:
(i) the maximum number of Shares hereby authorised to be
purchased is up to 15% of the Shares in issue (rounded down to
the nearest whole number);
(ii) the minimum price (exclusive of expenses) which may be paid
for a Share is US$0.01 (nominal value);
(iii) in accordance with the Listing Rules, the maximum price
which may be paid for a Share shall be an amount equal to 105% of
the average of the mid-market quotation for a share to be derived
from the Daily Official List of the London Stock Exchange for the
five business days immediately preceding the day on which the
shares are contracted to be purchased;
(iv) the authority hereby conferred shall expire at the earlier
of 18 months from the date of this resolution or the conclusion
of the next Annual General Meeting of the Company unless such
authority is renewed, varied or revoked prior to such time;
(v) the Company may make a contract to purchase Shares under the
authority hereby conferred prior to the expiry of such authority
which will or may be executed wholly or partly after the
expiration of such authority and may make a purchase of Shares
pursuant to any such contract; and
(vi) any Shares bought back may be held in treasury in accordance
with Guernsey law or be subsequently cancelled by the Company.
5. SPECIAL IT WAS RESOLVED:
RESOLUTION:
HOLDING OF
TREASURY
SHARES THAT the Company be authorised, in accordance with section 1 of
The Companies (Purchase of Own Shares) (Treasury Shares)
Ordinance, 2006, to hold any shares, purchased by it in
accordance with the Companies (Purchase of Own Shares)
Ordinance, 1998, out of distributable profits, as treasury
shares, by way of an amendment to the Company's Articles of
Association as set out in the Articles of Association hereby
tabled which replace the Company's existing Articles of
Association.
6. SPECIAL IT WAS RESOLVED:
RESOLUTION:
NEW ARTICLES THAT the Articles of Association of the Company be deleted in
their entirety and replaced with the form of articles hereby
tabled, a copy of which is attached and forms part of these
minutes.
The new Articles of Association adopted at this meeting will be posted on the
Company's website shortly, at nufcoruranium.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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