| Fri 12 Mar 2004, 8:10 | | Notice of Annual General Meeting |
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Monteagle Holdings Societe Anonyme - Notice of Annual General Meeting
Monteagle Holdings Societe Anonyme
("Monteagle")
(Incorporated in Luxembourg - RC Luxembourg No. B 19600)
Share Code: MTE ISIN Code: LU0035797272
Notice of Annual General Meeting
NOTICE is hereby given that the twenty-first ANNUAL GENERAL MEETING of Monteagle
Holdings Societe Anonyme will be held at the offices of Maitland Management
Services S.A., 6 rue Adolphe Fischer, L-1520, Luxembourg on Friday 26th March
2004 at 4.00pm for the following purposes: -
1. To receive and adopt the reports of the Directors, Auditors and Commissaire
for the year ended 30th September 2003.
2. To receive and adopt the balance sheet of the Company at 30th September
2003 and the profit and loss account for the year ended on that date.
3. To receive and adopt the consolidated balance sheet of the Group at 30th
September 2003 and the consolidated profit and loss account for the year ended
on that date .
4. To consider and approve the transfer to legal reserve and appropriation of
profits.
5. To grant discharge to the Directors and Commissaire, in respect of the
execution of their mandates to 30th September 2003.
6. To receive and act on the statutory nomination of the Directors, Auditors
and Commissaire for a new term of one year.
7. Special Business That:
(a) the 236,543 of its own shares of US$1.50 each purchased by the Company
on 14th April 1999 and held in treasury since that date be and they are hereby
cancelled; and
(b) as a result of (a) above, Article 6.2 be amended to reflect the
changes in the Company"s issued share capital to show an issued share capital of
US$9,450,000 dividend into 6,300,000 shares of US$1.50 each.
8. To give, in terms of the Law of 10 August 1915 on commercial companies,
as amended, and the Listings Requirements of the JSE Securities Exchange South
Africa, the Board of Directors of the Company general authority to issue
ordinary shares of US$1.50 each for cash as and when suitable situations arise,
subject to the following limitations:
- that this authority shall not extend beyond 15 (fifteen) months from the
date of this annual general meeting and is renewable at the next annual general
meeting;
- that issues in the aggregate in any one year may not exceed 10% of the
number of shares of that class of the Company"s issued share capital, including
instruments which are compulsorily convertible into shares of that class,
provided further that such issues shall not in aggregate in any three-year
period exceed 15% of the Company"s issued share capital of that class, including
instruments which are compulsorily convertible into shares of that class; and
- that in determining the price at which an issue of shares will be made in
terms of this authority, the maximum discount permitted will be 10% of the
weighted average traded price of the shares in question, as determined over the
30 days prior to the date that the price of the issue is determined or agreed by
the Directors.
By order of the Board,
CITY GROUP P.L.C.
Group Secretaries
6 rue Adolphe Fischer,
29th January 2004
Luxembourg.
Notes:
(i) In terms of Article 24.4 of the Company"s Articles of Incorporation a
shareholder may appoint a proxy who need not be a shareholder of the Company.
(ii) Any company being a shareholder of the Company may execute a form of proxy
under the hand of a duly authorised officer.
(iii) To be effective, the form of proxy, duly completed, must arrive at the
registered office of the Company not less than forty-eight hours before the time
fixed for the meeting. Proxies sent to the office of a transfer agent for
forwarding to the Company at shareholders" risk must be received by the transfer
agent not less than seven days before the meeting.
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 12/03/2004 08:00:08 AM Produced by the JSE SENS Department
