| Wed 2 Mar 2005, 8:32 | | Falcon- Notice Of Annual General Meeting And Salie |
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Falcon- Notice Of Annual General Meeting And Salient Dates Regarding Change Of
Name
Falcon Investment Holdings Societe Anonyme
(Incorporated in Luxembourg - R.C. Number B39773)
(`the Company`)
Share code: FLC ISIN number: LU0042254812
NOTICE OF ANNUAL GENERAL MEETING AND SALIENT DATES REGARDING CHANGE OF NAME
NOTICE is hereby given that the thirteenth ANNUAL GENERAL MEETING of Falcon
Investment Holdings Societe Anonyme will be held at the offices of Maitland
Luxembourg S.A., 6 rue Adolphe Fischer, L-1520, Luxembourg on 24th March 2005,
at 3.00 p.m. for the following purposes:-
1. To receive and adopt the reports of the Directors, Auditors and Commissaire
for the year ended 30th September 2004.
2. To receive and adopt the balance sheet of the Company at 30th September
2004 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 2004 and the consolidated profit and loss account for the year
ended on that date.
4. To grant discharge to the Directors and Commissaire in respect of the
execution of their mandates to 30th September 2004.
5. To receive and act on the statutory nomination of the Directors, Auditors
and Commissaire for a new term of one year.
Special Business
6. To approve the change of the Company`s name to Halogen Holdings Societe
Anonyme and to consequently amend the Company`s Articles of Incorporation
to give effect to this resolution.
7. To approve changing the accounting currency of the Company from Euro to
Sterling.
8. To renew the authority granted to the Board of Directors of the Company
pursuant to Article 7 of the Articles of Incorporation by amending Article
7.1 so as to authorise the Board, for a period of five years from the date
of amendment of the Articles of Incorporation of the Company to this
effect, to issue shares up to the limit of the authorised share capital of
the Company pursuant to and within the terms of this authority.
9. To limit the authority granted to the Board of Directors in resolution 8
and 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 in the share capital of the Company 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 Board of Directors.
CHANGE OF NAME OF THE COMPANY : SALIENT DATES
Last date to trade old share certificates
on the SA Register 8 April 2005
Trade in new name 11 April 2005
Record date 15 April 2005
New share certificates posted 18 April 2005
Note: A copy of this notice together with a form of surrender will be mailed to
Falcon shareholders on the South African Register, today 2 March 2005.
By order of the Board,
CITY GROUP P.L.C.
Group Secretaries
6 rue Adolphe Fischer,
Luxembourg
2 March 2005
Notes:
(i) The resolutions will be validly adopted without any quorum requirements by
a majority of the shares present or represented at the meeting.
(ii) A proxy form is enclosed with the Annual Financial Report mailed to
shareholders on 16 February 2004. You are requested to complete and return
the form whether or not you intend to attend the Annual General Meeting.
(iii)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. Any company being a shareholder of the Company may execute a form
of proxy under the hand of a duly authorised officer.
(iv) 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.
Change of Address
Members are requested to advise their relevant transfer agents, whose address
can be found on page 2 of the Annual Financial Report , of any change of
address.
South African Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
2 March 2005
Date: 02/03/2005 07:00:13 AM
Produced by the JSE SENS Department
