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Receipt of EGM Requisition

Receipt of EGM Requisition.

articleAurrigo International PlcJuly 11, 20115/company/aurrigo-international-plc/news/receipt-of-egm-requisition
Receipt of EGM Requisition

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[{"type":"text","content":"\n \nRNS Number : 1191K Aurora Russia Limited 11 July 2011  \n \n\n11 July 2011\n \nAurora Russia Limited\n \nReceipt of EGM Requisition\n \n \nAurora Russia Limited (\"the Company\") announces that on 8 July 2011 it received a requisition from Timothy Slesinger (the \"Requisitioning Shareholder\"), a holder of in excess of 10 per cent. of the share capital of the Company, to call an extraordinary general meeting of the Company (\"EGM\").\n \nThe purpose of the EGM is to consider resolutions (the \"Requisitioned Resolutions\"), to be proposed as ordinary resolutions, for the appointment of Peregrine Moncreiffe and Timothy Slesinger as directors of the Company and for the removal of Dan Koch, Grant Cameron, John Whittle and Alexandr Dumnov as directors of the Company.\n \nAs required under the Company's Articles of Incorporation, notification of an EGM, together with the recommendation of the Board, will be posted to shareholders within 21 days.\n \nThe Board had engaged with the Requisitioning Shareholder in advance of the receipt of the requisition notice, but regrettably no mutually acceptable position was identified.\n \nIn immediate response to the Requisitioned Resolutions the Board wishes to make the following points:\n \n·    The Board has recently taken action to reinforce its independence and strongly believes that it is in the Company's best interests that the Board remains independent in accordance with best standards of corporate governance;\n \n·    The Board believes that the removal of four independent directors and the appointment of two individuals who represent significant Shareholders is not in the interests of shareholders as a whole.  Timothy Slesinger is a holder of 12.7% of the Company's shares and Peregrine Moncreiffe serves on the management board, and is a director, of a fund managed by Metage Capital Limited which holds 7.2% of the Company's shares;\n \n·    Since the passing of the continuation resolution of the Company at the 2010 AGM, following extensive consultations with Shareholders including the Requisitioning Shareholder, the Board has taken significant actions to meet Shareholders' requests:\n \n·    Two new independent directors have been appointed to the Board;\n&...

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