AURORA RUSSIA LIMITED AURORA RUSSIA LIMITED
Registration Number: 44388
(the 'Company') FORM OF PROXYon Wednesday, 23 December 2015 at Ground Floor, Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands.
I/We ………………………………………………………………………………………………….. of ………………………………………………………………………………………………….
being a Member/Members of the Company hereby appoint the Chairman of the AGM or, at the discretion of the Chairman, an authorised representative of JTC Fund Solutions (Guernsey) Limited or
………………………………….., as my/our proxy to vote for me/us on my/our behalf at the AGM of the Company to be held on Wednesday, 23 December 2015 at 11.30 a.m. and at any adjournment thereof.
Please indicate with an X in the spaces below how you wish your votes to be cast.
ORDINARY BUSINESS - ORDINARY RESOLUTIONS
FOR
AGAINST
WITHHELD
1.
THAT KPMG Channel Islands be re-appointed as the auditor of the Company.
2.
THAT the Directors be authorised to agree to the Auditor's remuneration.
3.
THAT in accordance with the Company's Memorandum and Articles of Incorporation Mr Jonathan Bridel, who, being eligible, offers himself for re-election be re- appointed as Director.
4.
THAT the remuneration of the directors remain at current levels.
SPECIAL BUSINESS - ORDINARY RESOLUTION
5.
THAT the Company be and is hereby approved to continue as an investment company.
SPECIAL BUSINESS - SPECIAL RESOLUTION
6.
THAT the Company be authorised in accordance with The Companies (Guernsey) Law, 2008, as amended (the 'Law') to make market acquisitions (as defined in the Law) of shares in the capital of the Company and to cancel such shares or hold such shares as treasury shares, provided that:
£0.01;
the maximum number of shares authorised to be purchased is up to 5,684,796 shares or such number as shall represent 14.99 per cent. of the shares in issue as at the date of the AGM, whichever is less (in either case excluding shares held in treasury and rounded down to the nearest whole number);
the minimum price which may be paid for a share is
the maximum price which may be paid for a share is not more than 5 per cent. above the average of the middle market quotations for the shares for the five business days before the purchase is made, provided that the Company shall not be authorised to acquire shares at a price above the estimated prevailing net
asset value per share on the date of purchase; and
such authority shall expire on the earlier of 31 December 2016 or the date of the next annual general meeting of the Company (except in relation to the purchase of shares concluded before such date and which would be executed wholly or partly after such date) unless such authority is varied, revoked or renewed prior to such date by an ordinary resolution of the Company in general meeting.
Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit.
……………………………………………………………….
Signed this day of 2015 (See note 3 below) Notes:
If any other proxy is preferred, strike out the words 'the Chairman of the AGM or, at the discretion of the Chairman, an authorised representative of JTC Fund Solutions (Guernsey) Limited or' and add the name and address of the proxy you wish to appoint and initial the alteration. The proxy need not be a shareholder.
If the appointer is a corporation this form must be completed under its common seal or under the hand of some officer or attorney duly authorised in writing.
The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power must reach the Registrar - Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not less than forty-eight hours before the time appointed for holding the AGM or any adjournment thereof as the case may be.
The completion of this form will not preclude a shareholder from attending the AGM and voting in person.
Any alteration of this form must be initialled.
To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
In the event that a form of proxy is returned without an indication as to how the proxy shall vote on the resolutions, the proxy will exercise his discretion as to whether and, if so, how he votes.
A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.
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