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CGL AGM Minutes 2014

Chagala Group Limited – Annual General Shareholders Meeting 2014

Minutes of the Meeting

Location – 26/F., Wyndham Place, 44 Wyndham Street, Central, Hong Kong

Date & Time – 16 June 2014 at 10:00A.M.

Present – Mr. Javier Del Ser Perez, Non-Executive Director
– Mr. Francisco Parrilla, Executive Director
– Other shareholders presented in the form of proxies. The shareholder proxies (votes) which have been checked by Simpson Financial and are attached.
Chairman Mr. Francisco Parrilla was elected Chairman of the Meeting.
Notice Notices were sent out to shareholders on the 28th May 2014.
Quorum The Chairman declared that he had a quorum and declared the meeting open.
AGENDA The chairman tabled the agenda and said all resolutions would be by poll with the inclusion of the proxy votes.
(1) ADOPTION OF
REMUNERATION
REPORT
It was that the Remuneration Report for the financial year ended 3l December 2013 be adopted. The Chairman indicated that this resolution required an advisory vote only from shareholders and does not serve to bind the Company or its directors and these were approved.
(2) ADOPTION OF
ACCOUNTS AND
ANNUAL REPORTS
It was resolved that the Chairman table the accounts, directors’ report and auditors’ report for the year ended 31 December 2013 and these were tabled.
(3) DIVIDEND It was noted that the Board had approved the payment of a dividend of 0.485 cents per share.
(4) SHARE DEALING CODE It was resolved that the Share Dealing Code be approved and adopted.
(5) AMENDED ARTICLES It was resolved that the amendments to the Articles as set out in the Notice be approved and for the amendment to be registered at the earliest.
The Chairman noted that based on the amended Articles, the Company could only appoint five directors and there were six nominees and terms of appointment still had to be agreed with Directors who had not served before. Accordingly, the directors would need to be approved by ordinary resolution and then only those with the highest number of votes would become directors subject to them signing an appointment letter.
(6) REAPPOINTMENT
OF DIRECTOR
It was further resolved that Javier del Ser Perez be appointed as a non-executive director of the Company with immediate effect from the close of this meeting.
(7) REAPPOINTMENT
OF DIRECTOR
It was noted that Timothy Laird Abson had withdrawn his nomination as a non-executive director of the Company.
(8) REAPPOINTMENT
OF DIRECTOR
It was further resolved that Francisco Parrilla be appointed as an executive director of the Company with immediate effect from the close of this meeting.
(9) REAPPOINTMENT
OF DIRECTOR
It was further resolved that Michael Carter be appointed as a non-executive director of the Company subject to written confirmation from the candidate to the appointment.
(10) REAPPOINTMENT
OF DIRECTOR
It was further resolved that Jonathan Orders be appointed as a non-executive director of the Company subject to written confirmation from the candidate to the appointment.
(12) REAPPOINTMENT
OF DIRECTOR
It was further resolved that Abel Martins-Alexandre be appointed as a non-executive director of the Company subject to written confirmation from the candidate to the appointment and sufficient seats available in the Board (as the Articles limited the number of directors to five and the other nominees had received more votes).
(11) REAPPOINTMENT
OF DIRECTOR
It was further resolved that Alexander Gladyshev be appointed as a non-executive director of the Company subject to written confirmation from the candidate to the appointment.
CONCLUSION There being no other business, the Meeting was concluded at 10:30AM.

Francisco signature

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