The Annual General Meeting of Assima PLC will be held at 14:00 on May 30th2013 at the Hotel Baltimore, 88 Bis Avenue Kleber, 75116 Paris, France.
At that meeting the Chairman will propose on behalf of the board the following resolutions for adoption:
The following items 1 to 4 (Resolutions 1 to 4) will be proposed as ordinary resolutions. For these resolutions to be passed, more than 50% of votes cast must be in favour.
- Directors’ Report and Accounts (Resolution 1) To receive the Directors’ Report and Accounts for the year ended December 31st 2012 and the auditors' report on those accounts.
The directors usually present their Report and the Accounts for the previous year to shareholders at an AGM. The full Directors’ Report and Accounts are available on the website of the Company (www.assima.net) or, alternatively, you may obtain a copy of it on application to the Company Secretary at the Company’s registered office, CityPoint, 1 Ropemaker Street, London EC2Y 9AW, during usual business hours on any weekday (public holidays excluded).
- The auditors (Resolution 2) To re-appoint Hays MacIntyre as our auditor until next year’s AGM.
Shareholders have to appoint auditors at every general meeting at which we present accounts to shareholders. The board recommends that shareholders re-appoint Hays MacIntyre as auditor to the Company until the conclusion of the next AGM.
- Dividend (Resolution 3)
To confirm the interim dividend authorised by the board of directors. Under our Articles of Association, the directors can pay interim dividends (these are dividend payments made during the year). The interim dividend of 1 Euro Cents for each ordinary share was authorized by the Board on April 19th 2013.
The following item 4 (Resolution 4) will be proposed as a special resolution. To pass this Resolution, at least 75% of votes cast must be in favour.
- Cancellation of shares (Resolution 4)
To authorise the cancellation of ordinary shares that have been purchased by the company pursuant to shareholder resolutions passed at prior AGMs.
The following item 5 (Resolution 5) will be proposed as a special resolution. To pass this Resolution, at least 75% of votes cast must be in favour.
- Authority for Assima PLC to buy back its own ordinary shares (Resolution 5)
To authorise the Company generally and unconditionally to make market purchases of ordinary shares of one pence each of the Company provided that:
a) the maximum number of ordinary shares hereby authorised to be acquired is 350,000;
b) the minimum price which may be paid for any such share is one and one half Euro;
c) the maximum price which may be paid for any such share is three and one half Euros or an amount equal to 105 per cent of the average of closing price of ordinary shares of the Company on the AlterNext for the five business days immediately before the day on which such share is contracted to be purchased, whichever is higher;
d) the authority hereby conferred shall expire on the first anniversary of the passing of this resolution or the date of the next AGM of the Company, whichever shall be the later; and
e) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
This resolution authorises us, without conditions, to buy back our own ordinary shares in the market. The following terms would apply:
· The highest number of shares we can buy is 350,000 ordinary shares, which is less than 5 per cent of our issued share capital as at April 1st 2013, excluding treasury shares.
· The lowest price we can pay for each ordinary share is one and one half Euros.
· The highest price (not including expenses) we can pay for each ordinary share is three and one half Euros or 105 per cent of the average of closing price of ordinary shares of the Company on the AlterNext for the five business days immediately before the day on which we contract to buy the shares, whichever is higher.
· This authorisation will last until May 30th 2013 or, if later, the next AGM.
· We may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be completed after this authorisation ends.
· If we buy back any shares, they will be cancelled or, to the extent determined by the directors and permitted by law, be held as treasury shares for use in an employee share option scheme or payment for acquisitions.
Assima ist seit 2002 einer der führenden internationalen Anbieter von Software zur Maximierung des „Return on Investment“ von Unternehmen. Wir entwickeln Lösungen für Training, Lokalisierung, Innovation und Business Transformation von globalen Organisationen.
Die innovative Software und softwarebezogenen Services von Assima unterstützen Unternehmen dabei, Verständnis, Vertrauen und Kompetenz ihrer Mitarbeiterinnen und Mitarbeiter in den unterschiedlichsten IT-Anwendungen zu steigern.
Unsere Lösungen ermöglichen es Organisationen, sehr realistische und leicht zu pflegende virtuelle Klone als Simulationen ihrer Unternehmensanwendungen in über 20 Sprachen zu erstellen.
Als international anerkannter Innovationsführer ist Assima bereits mit mehreren Auszeichnungen für Software und softwarebezogenen Dienstleistungen prämiert worden, insbesondere in Bezug auf Qualität und Erreichen von Projektzielen „on time, within budget“.
Assima hat 10 Niederlassungen in Europa und Nordamerika. Ferner unterhalten wir strategische Partnerschaften im Nahen Osten und Asien.
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