TIDMABL
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Ablon Group Limited ("Ablon" or "the Company"), a leading real estate owner and developer in Central and Eastern Europe, today announces that the Annual General Meeting of Shareholders (the "AGM") of Ablon Group will be held on 1st June 2010 at 09:30 AM (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 consider the Financial Statements and Directors' report for the year ended 31 December 2009 and the Auditors' report thereon.
2. To re-elect the following persons as Directors of the Company in accordance with current Article 21.7 for the ensuing year:
2.1. Alex Borrelli
2.2. Adrienn Lovro
3. To re-appoint Uri Heller as a Director of the Company in accordance with current Article 21.2 for the ensuring year.
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.
SPECIAL RESOLUTIONS
1. 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 the average of the middle market quotations taken from the Official List of the Alternative Investment Market of the London Stock Exchange for the shares for the five business days before the purchase is made;
(d) such authority shall expire at the annual general meeting of the Company in 2011 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.
2. 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 2011 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.
By order of the BoardRegistered officeFrances HouseSir William PlaceSt Peter PortGuernsey GY1 4HQ
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 171,541 ordinary shares held in treasury which have no voting rights, and (ii) the total voting rights in the Company are 109,413,178.
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 28 May 2010. 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 28 May 2010.
6. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. In the event of a conflict between a blank proxy form and a proxy form which states the number of shares to which it applies, the specific proxy form shall be counted first, regardless of whether it was sent or received before or after the blank proxy form, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank proxy form, You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you should contact Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
Copies of the full notice of the AGM have been posted to shareholders and are available at the above registered office.
The Company's 2009 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 LimitedUri Heller / Adrienn LovroTel. +36 1 225 6600
KBC Peel Hunt Ltd(Nominated Adviser and Broker)Capel Irwin / Alex Vaughan / Daniel HarrisTel. +44 (0)20 7418 8900
ING Wholesale Banking(Joint Corporate Broker)Nathalie Bachich de Recina / Julie WakkieTel. +44 (0)20 7767 8362
Shared Value LimitedNicolas Duperrier / Mark WalterTel. +44 (0)20 7321 5010ablon@sharedvalue.net
NOTES TO EDITORS
About Ablon Group
Founded in 1993 in Budapest (Hungary), Ablon Group has properties at 34 locations, of which there are 15 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 EUR525 million by external independent appraisers (GVA and King Sturge), as at 31 December 2009. Ablon has, to date, approximately 177,090 square metres of existing and income generating office and retail assets (at 13 locations) in Budapest and Prague, with a significant development land bank comprising a further 1,273,230 square metres (at 24 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'.
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