AGM Notice - Draft v2015 11 19 AURORA RUSSIA LIMITED

Registration Number: 44388

(the 'Company')


NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the Annual General Meeting (the 'AGM') of the Company will be held at Ground Floor, Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands at 11.30 a.m. on Wednesday, 23 December 2015 for the purpose of considering and, if thought fit, passing the following resolutions:


Ordinary Business - Ordinary Resolutions


  1. THAT KPMG Channel Islands Limited be re-appointed as the auditor of the Company.


  2. THAT the directors be authorised to agree 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 a 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:


    • 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 £0.01;

    • 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.


NOTICE IS ALSO HEREBY GIVEN that the Company's annual report and audited financial statements for year ended 31 March 2015 shall, at the commencement of the proceedings of the AGM, be laid* before the meeting. (*See Note 1) below)


BY ORDER OF THE BOARD Registered Office

Ground Floor

Yours faithfully Dorey Court

For and on behalf of Admiral Park

JTC Fund Solutions (Guernsey) Limited St Peter Port Guernsey

as Secretary of GY1 2HT

AURORA RUSSIA LIMITED


Guernsey, 23 November 2015

Notes:-

  1. The requirement for a Company to lay copies of its most recent annual report and audited financial statements before an annual general meeting is in terms of Section 252 of The Companies (Guernsey) Law, 2008, as amended.

  2. In accordance with Article 14.4 of the Company's Articles of Incorporation the AGM will be chaired by Gilbert Chalk or, in his absence, one of his fellow directors.

  3. All persons recorded on the register of members as holding shares in the Company as at 6.00 p.m. on Monday, 21 December 2015 or, if the AGM is adjourned, as at 6.00 p.m. on the date falling two days before any adjourned AGM, shall be entitled to attend and vote (either in person or by proxy) at the AGM and shall be entitled on a poll to one vote per share held.

  4. A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to exercise all of any of his rights to attend and to speak and vote at the AGM instead of him. A proxy need not be a member of the Company.

  5. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him.

  6. For the convenience of members who may be unable to attend the AGM, a Form of Proxy is enclosed with this document. To be valid, the Form of Proxy must reach Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 48 hours before the time appointed for the AGM (or any adjourned AGM). Any power of attorney or other authority under which the form of proxy is signed must be sent with the form of proxy.

  7. The completion and return of a proxy will not prevent a member from attending and voting at the AGM.

  8. If, within fifteen minutes from the appointed time for the AGM, a quorum is not present, then the meeting will be adjourned to Wednesday, 6 January 2016 at the same time and place. This notice shall be deemed to constitute due notice of any such adjourned AGM.

  9. None of the directors has a contract of service with the Company.

  10. Holders of shares with the following ISINs have the right to attend, speak and vote at the AGM:

    1. Ord GBP0.01 - GB00B0Z52Y71

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