GLOBAL BRANDS S.A. Société anonyme
Registered office: 19, rue Eugène Ruppert L-2453 Luxembourg R.C.S. Luxembourg B 70673(the "Company")
Dear Shareholders,
You are invited to attend the extraordinary general meeting to be held before a civil law notary (the "EGM") and the annual general meeting under private seal (the "AGM" and together with the EGM the "Meetings", each a "Meeting") of shareholders of GLOBAL BRANDS S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 19, rue Eugène Ruppert, L-
2453 Luxembourg, registered with the Luxembourg Trade and Companies' Register (Registre de
Commerce et des Sociétés) under number B 70673 (the "Company"),
For which the extraordinary general meeting will be held on 1 June 2015, at 11.00 a.m. CET at the
in order to deliberate and vote upon the following:
A. AGENDA - Extraordinary General Meeting (notarial deed):
1. Convening formalities;
2. To remove and change the corporate object of the Company article 4.1 of the Articles to; "The Company is an investing company as defined by the AIM Rules of the London Stock Exchange. The company has its business purpose, investment, operating in the commodities sector with an emphasis on oil and gas and gas services. Such investments include the provision of financing by way of farm-ins, earn-ins, loans, equity or other forms of financing and investments in and to companies in these sectors."
3. To change the name of the Company into Infinity Energy S.A.;
4. To authorize and empower the board of directors ("the Board of Directors") for a period of five (5) years from [June 1, 2015]to realize any increase of the corporate capital within the limits of the authorized corporate capital in one or several successive tranches, by the issuance of new shares, against payment in cash or in kind, by conversion of claims or convertible securities, upon the exercise of warrants or stock options, incorporation of (distributable) reserves of the corporation or in any other manner, to determine the place and date of the issue or the successive issues, the issue price, the terms and conditions of the subscription of and paying up on the new shares; and to remove or limit the preferential subscription right of the shareholders in case of issue of shares against payment in cash;
5. To fix the amount of the authorized share capital of the Company;
6. Subsequent amendment of articles 1.1., 4.1., 5.2. and 5.4 of the articles of association of the Company ("the Articles") in order to reflect the authorization and empowerment of the Board of Directors; and
7. Miscellaneous.
And the annual general meeting will be held on 1 June 2015, at 1.00 p.m. CET at the registered office
in order to deliberate and vote upon the following:
B. AGENDA - Annual General Meeting (under private seal)
1. Convening formalities;
2. To receive and consider the report of the Board of Directors and the statutory annual accounts for the year ended 31 December 2014;
3. To receive and consider the report of the independent auditor of the Company on the statutory annual accounts for the year ended 31 December 2014;
4. To approve and adopt the statutory annual accounts for the year ended 31 December 2014;
5. To consider and approve the appropriation of the 2014 results including any allocation to the share premium account;
6. To consider and approve the continuation of the activities of the Company in accordance with article 100 of the law of 10 August 1915, as subsequently modified;
7. To consider and approve the discharge to the directors for and in connection with their duties as directors of the Company during the financial year ended 31 December 2014;
8. To consider and approve the re-election and renewal of the mandates and of the following persons as members of the Board of Directors:
a. Bruce Vandenberg b. John Killer
9. To consider and approve the ratification of the mandate of the following person as member of the
Board of Directors:
a. Gerwyn Williams
10. To consider and approve the appointment of the following person as member of the Board of
Directors:
a. Gary Neville
11. To give authority to the Remuneration Committee to fix the remuneration of the Directors;
12. To discharge to the independent auditor in connection with its duties during the financial year ended 31 December 2014;
13. To consider and accept the ending of the mandate of the independent auditor, PricewaterhouseCoopers S.à.r.l.;
14. To consider and approve the appointment of the following entity as independent auditor,
a. Baker Tilly Luxembourg Audit S.à r.l. with address at 37, rue de Scillas, L-2529
Howald, Luxembourg
15. Authorise the Board of Directors to fix the remuneration of the independent auditor; and
16. Any other ordinary business which may be properly brought before the Meeting.
The board of Directors
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