14th Jul 2008 12:00
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Rambler Media Ltd. ("Rambler" or "the Company"), operating one of Russia's mostpopular internet brands, today announces that the Annual General Meeting ("AGM")of the shareholders of the Company will be held at First Island House, PeterStreet, St Helier, Jersey, JE4 8SG on Tuesday 12 August 2008 at 10 a.m. fortransacting the following ordinary business: 1. To consider and if thought fit re-appoint Mark Opzoomer as a Director of theCompany until the conclusion of the next annual general meeting of the Company. 2. To consider and if thought fit re-appoint Robert Mott Brown III as a Directorof the Company until the conclusion of the next annual general meeting of theCompany. 3. To consider and if thought fit re-appoint Arthur Akopyan as a Director of theCompany until the conclusion of the next annual general meeting of the Company. 4. To consider and if thought fit re-appoint Sergei Tikhonov as a Director ofthe Company until the conclusion of the next annual general meeting of theCompany. 5. To consider and if thought fit re-appoint Vladimir Pravdivy as a Director ofthe Company until the conclusion of the next annual general meeting of theCompany. 6. To consider and if thought fit re-appoint Ilya Oskolkov-Tsentsiper as aDirector of the Company until the conclusion of the next annual general meetingof the Company. 7. To consider and if thought fit re-appoint Nicholas Anthony Hynes as aDirector of the Company until the conclusion of the next annual general meetingof the Company. 8. To receive and consider the Report of the Directors and the statement ofaccounts and balance sheet of the Company for the year ended 31 December 2007together with the Auditors' Report thereon. 9. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company until theconclusion of the next annual general meeting of the Company. 10. To authorise the directors to fix the amount of the auditor's remuneration. 11. To transact any other business which may be properly transacted at an annualgeneral meeting. AND the following special business: To consider and if thought fit pass the following resolution as a specialresolution: THAT the Company be and is hereby generally and unconditionally authorised tomake one or more market purchases of its own ordinary shares of US$ 0.01 eachprovided that: (a) the maximum number of ordinary shares which may be purchased pursuant to theauthorisations given in this resolution is 1,539,765 or ordinary sharesrepresenting 10 per cent of issued ordinary share capital; (b) the minimum price which may be paid for any ordinary share is US$ 0.01; (c) the maximum price which may be paid for any ordinary share is an amountequal to 105 per cent of the average of the middle market quotations for anordinary share in the Company for the five business days immediately precedingthe day on which such share is purchased; (d) the authority hereby conferred shall expire on the conclusion of the nextannual general meeting of the Company or 18 months after the passing of thisresolution, whichever is the earlier; (e) the Company may make a contract to purchase its ordinary shares under theauthority hereby conferred prior to the expiry of such authority, which contractwill or may be executed wholly or partly after the expiry of such authority, andmay purchase its ordinary shares in pursuance of any such contract; and (f) in the event that the Company purchases any of its own ordinary shares, theywill be cancelled or, to the extent determined by the Directors and permitted bylaw, be held as treasury shares. A member entitled to attend and vote at this Annual General Meeting may appointa proxy to attend and vote in his place. A proxy need not be a member of theCompany. Only those members entered on the relevant register of members of the Company asat 10 a.m. on 10 August 2008 shall be entitled to attend and vote at this AnnualGeneral Meeting in respect of the number of shares registered in their name atthat time. Changes to entries on the relevant register of members after 10 a.m.on 10 August 2008 shall be disregarded in determining the rights of any personto attend or vote at this Annual General Meeting. Copies of the full notice of the Annual General Meeting have been posted toshareholders and are available at the above registered office. *** For further information, please visit www.ramblermedia.com or contact: \* TRambler Media Shared Value LimitedMark Opzoomer Nicolas DuperrierTel. +7 495 500 3826 Tel. +44 (0) 20 7321 5010 [email protected] ING Wholesale BankingDaniel Friedman / Francis MooreTel. +44 (0) 20 7767 1000\* T *** ABOUT RAMBLER MEDIA Rambler Media is an internet media and services group which operates or hasinterests in leading Russian language internet brands including the internethomepage and search engine 'Rambler.ru', on-line newspaper 'Lenta.ru', productcomparison website 'Price.ru', internet catalogue and navigation system 'Top100', instant messaging service 'Rambler-ICQ', digital advertising agency'Index20' and contextual advertising company 'Begun'. Rambler Media's shares aretraded on AIM, the junior market of the London Stock Exchange under the symbol'RMG'. For more information on Rambler Media, visit our corporate website atwww.ramblermedia.com. Copyright Business Wire 2008Related Shares:
RMG.L