Amsterdam, 3 November 2016
Resolutions Passed at the General Meeting of Shareholders
and the Meeting of the Creditors
of New World Resources Plc ('NWR')
on 3 November 2016
General Meeting of Shareholders
The Company Secretary of NWR hereby certifies that shareholders approved both resolutions proposed at the General Meeting (the 'GM'), which took place today in NWR's corporate headquarters at Herengracht 448, 1017 CA Amsterdam, the Netherlands.
1. SPECIAL RESOLUTION: CREDITORS' VOLUNTARY LIQUIDATION
THAT, NWR be wound up voluntarily under section 84(1)(b) of the Insolvency Act 1986.
The shareholders approved this resolution with 3,604,401,477 votes in favour and 24,841,750 votes against the resolution. Total votes cast were 3,629,243,227.
2. ORDINARY RESOLUTION: APPOINTMENT OF LIQUIDATORS
THAT, subject to the passing of the special resolution above, Mark Skelton, Geoffrey Bouchier and Paul Williams of Duff & Phelps B.V., Rembrandt Tower, Amstelplein 1, Amsterdam, Netherlands 1096HA are appointed as joint liquidators of NWR (the 'Joint Liquidators') for the purpose of winding up NWR's affairs and distributing its assets and that any power conferred on them by law or by this resolution, may be exercised and any act required or authorised under any enactment to be done by them, may be done by them jointly or by any of them alone.
The shareholders approved this resolution with 3,605,518,337 votes in favour and 20,699,320 votes against the resolution. Total votes cast were 3,626,217,657.
Meeting of Creditors
The Company Secretary of NWR hereby certifies that a meeting of the creditors of NWR was duly convened to place today in NWR's corporate headquarters at Herengracht 448, 1017 CA Amsterdam, the Netherlands, to vote on the subsequent resolutions.
THAT, Mark Skelton and Geoffrey Bouchier and Paul Williams of Duff & Phelps B.V., Rembrandt Tower, Amstelplein 1, Amsterdam, the Netherlands 1096HA be appointed as Joint Liquidators for the purposes of the winding up of NWR and that any power conferred on them by law or by this resolution may be exercised and any act required or authorized under any enactment to be done by them may be done by them jointly or by each of them alone in accordance with Section 231 of the Insolvency Act 1986.
THAT, the fees of £25,000 plus disbursements of £5,500 of the Joint Liquidators in connection with preparing the statement of affairs, convening the meetings of members and creditors of NWR and for assisting the directors in the period leading up to the liquidation be approved.
THAT, the statement of affairs fee of £25,000, plus disbursements of £5,500, be drawn from the assets of NWR.
No creditors of NWR attended the meeting of the creditors (or submitted their votes by proxy) and, therefore, the meeting of the creditors of NWR could not be held. As a result, the Joint Liquidators will be seeking approval of the English High Court to be vested with their full powers under the Insolvency Act 1986.
Company Secretary a.i.
Statement from the Joint Liquidators
Mark Skelton, one of the appointed Joint Liquidators of NWR, provided the following statement on behalf of Duff & Phelps:
'We are pleased to have been nominated as Joint Liquidators by NWR's shareholders. Our next step is to seek an order from the English High Court to be vested with full powers as liquidators under the Insolvency Act 1986. Once obtained, we will discharge our duties in accordance with the Insolvency Act 1986, namely to preserve and recover NWR's assets and to maximise the funds available for distribution. It will take some time for us to analyse and consider our next steps for NWR, therefore, our current priority is to minimise the impact of our appointment on NWR's stakeholders. In the meantime, our appointment is not expected to have any immediate impact on operations and activities at OKD, and we will endeavour to work with OKD and its stakeholders as appropriate in the discharge of our duties.'
- Ends -
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About NWR Plc:
New World Resources Plc is a Central European hard coal producer. NWR produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its subsidiary OKD, the largest hard coal mining company in the Czech Republic.