Aurora Russia has posted a circular convening a Requisitioned Extraordinary General Meeting (EGM) at 2.00pm on 24 August 2011 at the request of Timothy Slesinger.
Slesinger has proposed the removal of the Chairman, Dan Collinson Koch, and three other independent Directors, namely, Grant Cameron, John Richard Whittle and Alexandr Dumnov.
Slesinger has also proposed the appointment of Peregrine Moncreiffe and himself as new Directors.
These resolutions would result in the removal of four independent Directors and the appointment of two individuals who represent significant shareholders.
Slesinger holds in excess of 10 per cent of the capital of the Company while Moncreiffe serves on the management board, and is a director, of two funds managed by Metage Capital Limited which holds 7.2% of the company’s shares.
Having held extensive further discussions with Shareholders and in accordance with the Board’s undertaking to consider a reduction in the number of Directors, Dan Collison Koch and Alexandr Dumnov have today tendered their resignations as Directors. This will thereby reduce the number of Directors from seven to five.
Geoff Miller, one of the newly appointed Non-Executive Directors, will take over as Non-Executive Chairman.
The Board believes that it is not in the interests of Shareholders as a whole that the remaining Requisitioned Resolutions be approved, namely: the removal of Grant Cameron and John Whittle, two of the Independent Directors; and the appointment of Timothy Slesinger and Peregrine Moncreiffe, two individuals who if appointed would not be wholly Independent Directors as they represent significant Shareholders.
The Board firmly believes that maintaining independence from both the Manager and from control of the major shareholders gives the Company as strong a hand as possible in negotiating transactions to optimise returns for all shareholders and for its dealings with the Manager.
Geoff Miller, Independent Director and Chairman elect, says: “The Board has undertaken extensive consultations with Shareholders, including Mr Slesinger and has implemented a number of significant actions to meet shareholders’ requests. This has included recently reinforcing the Board’s
independence. The resolutions undermine this and are not in the best interests of the Company or its shareholders as a whole. Consequently, the Board is unanimously recommending that shareholders vote AGAINST the proposed resolutions.”