22 July 2009
Prosperity Russia Domestic Fund Limited ("PRDF" and the "Company")
(a closed-ended Guernsey Investment Company incorporated with limited
liability under the laws of Guernsey with registered number 46129)
RESULTS OF THE SECOND ANNUAL GENERAL MEETING
22 July 2009
The Board of Directors of Prosperity Russia Domestic Limited (the
"Company") is pleased to announce that, at the Second Annual General
Meeting held earlier today, that the following resolutions were
unanimously approved by shareholders.
1.THAT the Directors' report and financial statements for the period
ended 31st December 2008 be and are hereby received and adopted.
2.THAT KPMG Channel Islands Limited be and are hereby re-appointed as
auditors of the Company.
3.THAT the Directors be and are hereby authorised to fix the
remuneration of the auditors.
4.THAT the recommendation of the Board for the re-election of Mr
Anthony Hall as director be and is hereby approved.
5.THAT the recommendation of the Board for the re-election of Mr
James Williams as director be and is hereby approved.
6.THAT the Directors be and are hereby authorised to fix the
remuneration of the Directors.
7.THAT the Company be and is hereby generally and unconditionally
authorised to acquire its own shares by way of one or more market
purchases in any manner in accordance with the Companies (Guernsey)
Law, 2008, as amended (the "Law"), provided that:
a.the maximum aggregate number of shares hereby authorised to be
acquired is 14.99 per cent. of the Company's issued ordinary share
capital (rounded down to the nearest whole number) during the period
of the authority hereby conferred;
b.shares may be acquired at any time in which the ordinary shares
trade at a discount to net asset value of greater than 10 per cent.
for 20 consecutive business days as determined by the manager of the
c.the Company shall pay no less than the nominal or par value for an
ordinary share and no more than 5 per cent. above the average of the
middle market quotation as derived from the daily official list of
the London Stock Exchange for the 5 business days immediately
preceding the day on which that ordinary share is acquired;
d.subject to the provisions of the Law, any of the Company's shares
so acquired may be cancelled or held by the Company as treasury
e.unless previously renewed, varied or revoked, the authority hereby
conferred shall expire at the conclusion of the Company's next AGM or
18 months from the date of passing this resolution, if earlier; and
f. the Company may make a contract or contracts to acquire its own
shares under the authority hereby conferred prior to the expiry of
such authority which will or may be executed wholly or partly after
the expiry of such authority and may acquire its own shares in
pursuance of any such contract or contracts.
8. THAT articles 31.1 and 31.2 of the Company's articles of
association be deleted in their entirety and replaced with the
following two articles:
"31.1 Indemnity for Officers, etc
In so far as the 2008 Law allows, every present and former director
(including an alternate) or other officer, (but excluding any
auditor), and their respective heirs and executors and, if the board
so determines, any servant, agent or employee of the Company shall be
indemnified out of the assets of the Company against all losses or
liabilities sustained or incurred in or about the execution of his
duties or otherwise in relation thereto, provided that this article
31.1 shall be deemed not to provide for any person to be excluded
from liability or to be entitled to indemnification to the extent
that it would cause this article, or any part of it, to be treated as
void under the 2008 Law. For the purposes of this article 31.1, "2008
Law" shall mean the Companies (Guernsey) Law, 2008 including all
subordinate legislation and as amended or replaced from time to time
Subject to the Statutes and in so far as they allow, the board may
purchase and maintain for any present or former director, or other
officer, or any auditor, servant, agent or employee of the Company or
any associated company, insurance against any liability which would
otherwise attach to any such person."
00 44 (1) 481 752591
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