EQS-HV: Samara Asset Group plc: Bekanntmachung der Einberufung zur Hauptversammlung am 04.07.2023 in Beatrice, Amery Street, Sliema, SLM 1707, Malta mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG 22.06.2023, 15:05 Uhr von EQS News Kommentare: 0

Declaration & Distribution of Dividends.

Waiver of notice period from 21 days to 14 days.

MATTERS ON THE AGENDA OF THE GENERAL MEETING OF THE SHAREHOLDERS.

Opening of the Meeting.

Calling the Meeting to Order.

Nomination and Appointment of a Chairman.

Mr. Jefim Gewiet (Director) will serve as Chairperson of the General Meeting, or any other person present as authorised at the time of the meeting.

Confirmation of Quorum (not less than 51% of the members holding an equivalent paid-up voting share capital of the company).

Recording the Attendance at the Meeting and Adoption of the List of Votes.

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting will be deemed shareholders participating in the meeting.

Election of one or two persons to verify the minutes.

During the Meeting, two (2) persons will be selected to scrutinise the minutes.

To approve one (1) Extraordinary Resolution:

(a) Resolution 1 re: waiver of notice period from 21 days to 14 days.

The Board of Directors proposes that Pursuant to Clause 60(i) of the Articles of Association, authorisation will be granted to reduce the notice period from twenty-one (21) days to fourteen (14) days having obtained approval by a majority of not less than two-thirds of the shares having voting rights, or the issued share capital represented at the meeting. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given.

To approve one (1) Ordinary Resolution:

(a) Declaration and Distribution of Dividends.

RESOLVED THAT, in accordance with the recommendation of the Board of Directors, a dividend of € 1.30 per share representing the full accumulated profits as at 31^st December 2021 and an interim dividend for financial year 2023 be and is hereby declared out of the profits of the Company and distributed to the shareholders of the Company. Such dividends shall be payable on the 4th of July 2023 and will be distributed to shareholders promptly - as per Clause 154 of the Company’s Articles of Association.

RESOLVED THAT, the dividend shall be payable to shareholders on the same day, 4^th of July 2023. Shareholders who hold their shares in a bank account will have the dividend automatically deposited into their account. Shareholders who hold their shares in a physical certificate will receive a dividend check in the mail as per Clause 158 (a) and (b) of the Articles of Association.

RESOLVED THAT, the Chief Executive Officer (CEO) and Chief Finance Officer (CFO), as holders of the placeholder options, shall be paid a bonus of one-hundred thousand euros (€100,000) and fifteen thousand euros (€15,000) respectively.

RESOLVED THAT, upon Board recommendation, the strike (exercise) price for these options shall (for the purposes of this general meeting) be fixed at € 3.70 per share.

FURTHER RESOLVED THAT, the Board of Directors be and is hereby authorized to finalize and execute all such documents, forms, declarations, and to take all such steps as may be necessary, incidental, and expedient to give effect to this resolution and to record the realization thereof.

This resolution shall be effective immediately upon passing.

Any other matters arising.

To discuss the composition of the current Board Members.

Closing of the Meeting.

Indicating whether the Member wishes to appoint as proxy the Chairman of the meeting or another person. In the case that a member wishes to appoint a person other than the Chairman of the meeting as proxy, the full name, address and I.D. Card number of the proxy are to be clearly and legibly inserted in the appropriate space;

Indicating whether the Member wishes the proxy to vote as the appointed proxy wishes or whether the Member wishes to instruct the proxy how to vote. In either case a mark ought to be made in the appropriate box indicated in the proxy form. In the event that no indication is made it shall be deemed that the Member authorises the proxy to vote as the proxy wishes, unless the Member indicates how he/ she wishes the shares held to be voted by inserting the number of shares or another appropriate mark against the relevant resolutions, in which case the proxy shall be deemed authorised to vote only as indicated by the Member in the proxy form;

Where a Member wishes to have his/her proxy vote in a particular manner then he/she should indicate his/ her voting preference appropriately against each resolution. The procedure for voting is established and governed in terms of Clause G of this Notice accordingly.

Fill in the proxy form in favour of the Chairman of the meeting

Concurrently submit proof of their number of shares held in the Dusseldorf Stock Exchange to the Company Secretary and

proceed to instruct the Chairman how to vote on each resolution to be taken at the meeting by completing the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ boxes in the proxy form.

In order to be admitted, a Member is to present his Identity Card and the Admission Form enclosed with this notice.

In the case of shares held jointly by several persons, except in the case of shares held jointly by a married couple, the first named joint holder on the Register of Members shall be eligible to attend and vote at the Meeting.

A single representative of a joint shareholding, who is not the first named on the Register, will only be eligible to attend and vote at the Meeting if a Form of Proxy has been duly executed in his favour by all other joint holders.

In the case of shares held jointly by a married couple, both spouses, or either of them, may attend the Meeting. Provided that: i. irrespective of whether both spouses, or either of them, attend the Meeting, only one voting document will be issued and only one of them shall be entitled to vote; and ii. if they wish to appoint a proxy, the Form of Proxy must be signed and executed by both spouses.

When a Member is a body corporate, association of persons, foundation or other collective entity, a representative thereof will only be eligible to attend and vote at the Meeting if the Form of Proxy has been duly executed in his favour by the competent organ of the entity which he represents.

Admission to the Meeting will be commenced 30 minutes before the advertised time.

After the Meeting has proceeded to business, voting documents will continue to be issued until such time as the Meeting proceeds to vote on the first item of the Agenda whether by show of hands or by poll. Thereafter no further voting documents will be issued and admission to the Meeting shall be discontinued.

Voting by show of hands.

Chairman requests those voting in favour of the motion to raise a hand.

Procedure is repeated for those voting against the motion.

A count is taken in each case and the Chairman will determine the outcome.

The result is recorded in the Minutes by the Company Secretary.

The counting of hands is necessary particularly when a specific resolution to pass requires a specific majority proportion of the members present.

A record is necessary to be kept in the Minutes and if decided by the Chairman, the names of the members voting will also be kept on record.

Voting by Ballot/Poll.

In such a scenario, the Company Secretary would have pre-prepared a voting paper containing the salient but relevant details of the matter being voted on.

Such voting document is distributed to each of the members present that are eligible to vote.

Company Secretary will keep a written record showing: the name of the person to whom the voting document was distributed to and how many voting papers were distributed to each person. This becomes relevant since one same person may hold various proxies.

The voting document should request a voting member to insert a “FOR” or a ‘’AGAINST” or an ‘ABSTAIN’.

Should there be any votes that are doubtful, the Chairman will be the person to determine and take a ruling.