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AEA - African Eagle Resources plc - Notice of Annual General Meeting
African Eagle Resources plc
Incorporated in England and Wales
(Registration number 3912362)
(AIM share code: AFE AIM ISIN: GB0003394813)
(JSE share code: AEA JSE ISIN: GB0003394813)
("African Eagle" or the "Company")
Notice of Annual General Meeting
African Eagle Resources plc (AIM: AFE; AltX: AEA) gives notice of an annual
general meeting to be held at the offices of Mayer Brown International LLP,
201 Bishopsgate, London, EC2M 3AF at 11.00 a.m. on Wednesday, 20 June 2012.
The Form of Proxy for use in connection with the Annual General Meeting should
be completed by Shareholders and returned as soon as possible but, in any
event, so as to be received by the Company`s relevant registrars by no later
than 11.00 a.m. UK time on Monday, 18 June 2012 (being 48 hours prior to the
Annual General Meeting). Shareholders whose shares are traded on AIM should
return the Form of Proxy to Capita Registrars, PXS, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. Shareholders whose shares are traded on AltX should
return the Form of Proxy to Computershare Investor Services, PO Box 61051,
Marshalltown, 2107, South Africa. The completion and return of the Form of
Proxy will not prevent Shareholders from attending and voting in person at the
Annual General Meeting, or any adjournment thereof, should they wish to do so.
The Company would also like to advise that the forms of proxy for the Annual
General Meeting can be downloaded from
www.africaneagle.co.uk/downloads/AER_AGM_Proxy_AIM_2012.pdf .
The Company`s Annual Report for the year ended 31st December 2011 will be
posted to shareholders, and published on the Company`s website at
www.africaneagle.co.uk, on June 6, 2012
Letter from the Independent Chairman of African Eagle Resources plc
Dear Shareholder
Annual General Meeting
1. Introduction
I am pleased to be writing to you with details of the business to be
transacted at the Annual General Meeting of the Company (as set out in
paragraph 2 below) which will be held at 11.00 a.m. on Wednesday, 20 June 2012
at the offices of Mayer Brown International LLP, 201 Bishopsgate, London, EC2M
3AF. The Notice of Annual General Meeting is set out at pages 5 to 7, at the
end of this letter.
A copy of the 2011 Annual Report will be despatched to Shareholders on or
around 6 June 2012.
2. Summary of the resolutions to be proposed at the Annual General Meeting
Set out below is an explanation of the resolutions that are to be proposed at
the Annual General Meeting. As ordinary business, resolutions 1 to 8 are
proposed as ordinary resolutions and as special business, resolution 9 is
proposed as an ordinary resolution and resolution 10 is proposed as a special
resolution.
(a) Resolution 1: Approval of 2011 Annual Report
The Directors must present the 2011 Annual Report to Shareholders at the
Annual General Meeting. Resolution 1 approves the 2011 Annual Report.
(b) Resolution 2: Directors` remuneration report
The Directors must present the Directors` remuneration report, which is
contained in the 2011 Annual Report, to Shareholders. Resolution 2 approves
the Directors` remuneration report.
(c) Resolution 3 to 6: Retirement by rotation and re-election of Directors
Pursuant to the Articles of Association, any Director who has been appointed
by the Board since the last annual general meeting of the Company shall retire
from office and may offer himself for election by the Shareholders at an
annual general meeting. Dr Christopher Pointon and Don Newport were appointed
by a resolution of the board of directors of the Company as non-executive
Directors on 26 January 2012. Trevor Moss and Andrew Robertson were appointed
by resolutions of the board of directors of the Company as executive Directors
on 29 September 2011 and 14 December 2011 respectively. Accordingly each such
Directors will retire this year and will offer himself for re-election.
After formal evaluation, the Board has determined that each of the retiring
Directors` performance continues to be effective and each of the retiring
Directors continues to demonstrate commitment to his role. Resolutions 3 to 6
approve the re-election of the retiring Directors.
(d) Resolutions 7 and 8: Reappointment and remuneration of auditors
The Company is required to appoint Auditors at every annual general meeting at
which accounts are presented to Shareholders. The Company`s current Auditors
are Grant Thornton LLP, which have agreed to continue as Auditors until the
conclusion of the next annual general meeting of the Company at which accounts
are presented to Shareholders. Resolution 7 approves the re-appointment of
Grant Thornton LLP as Auditors of the Company and Resolution 8 authorises the
Directors to negotiate and agree the remuneration and payment of the Auditor.
(e) Resolution 9: Authority to allot shares
The Directors may only allot Ordinary Shares or grant rights over Ordinary
Shares if authorised to do so by an ordinary resolution of the Company. The
general authority granted to the Directors at the last general meeting of the
Company (held on 9 June 2011) has now expired. Accordingly, Resolution 9
authorises the Directors to allot equity securities up to an aggregate nominal
amount of GBP3,197,022 being such number of Ordinary Shares as are required in
order to satisfy certain options over Ordinary Shares in issue at the date of
this letter and an additional 33.3 per cent. of the fully diluted issued share
capital of the Company.
The authority granted by this resolution will expire on the earlier of 20
September 2013 and the date of the next annual general meeting of the Company.
As at the date of this letter, the Company did not hold any treasury shares.
(f) Resolution 10: Authority to dis-apply pre-emption rights
Under the Act, the Directors may not allot certain equity securities unless a
pre-emptive offer is first made to Shareholders. The Directors can allot
equity securities as if this section did not apply to the allotment if
authorised to do so by special resolution of the Company. The general
authority granted to the Directors at the last general meeting of the Company
(held on 9 June 2011) has now expired.
Resolution 10 authorises the Directors to allot equity securities as if
s.561(1) of the Act did not apply to:
i.An allotment of equity securities in connection with a rights issue; and
ii.the allotment of equity securities for cash up to an aggregate nominal
amount of GBP2,915,299 (being such number of Ordinary Shares as are required
in order to satisfy certain options over Ordinary Shares in issue at the date
of this letter and an additional 30% of the nominal value of the fully diluted
issued share capital of the Company).
The authority granted by this resolution will expire on the earlier of 20
September 2013 and the date of the next annual general meeting of the
Company.
3. Action to be taken at the Annual General Meeting
A Form of Proxy is enclosed with this document for use by Shareholders in
connection with the Annual General Meeting. Whether or not Shareholders intend
to be present at the Annual General Meeting, they are requested to complete,
sign and return the enclosed Form of Proxy in accordance with the instructions
printed thereon so as to arrive as soon as possible and in any event not later
than 11:00 a.m. on Monday, 18 June 2012, being 48 hours before the time
appointed for holding the Annual General Meeting. Shareholders whose shares
are traded on AIM should return the Form of Proxy to Capita Registrars, PXS,
34 Beckenham Road, Beckenham, Kent BR3 4TU and Shareholders whose shares are
traded on AltX should return the Form of Proxy to to Computershare Investor
Services, PO Box 61051, Marshalltown, 2107, South Africa. The completion and
return of the Form of Proxy will not preclude a Shareholder from attending the
Annual General Meeting and voting in person should he wish to do so.
Shareholders who hold their shares through a nominee should instruct the
nominee to submit the Form of Proxy on their behalf.
4. Recommendation
The Directors consider that all resolutions to be put to the Annual General
Meeting are in the best interests of the Company and the Shareholders as a
whole and are most likely to promote the success of the Company for the
benefit of its Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of all the proposed resolutions, as
the Directors intend to do in respect of their own beneficial shareholdings in
the Company.
Yours sincerely
Dr. Christopher Pointon
Independent Chairman
Notice of Annual General Meeting
African Eagle Resources plc
(registered in England and Wales under the Companies Act 1985, number 3912362)
Notice is hereby given that the Annual General Meeting of the Company will be
held at the offices of Mayer Brown International LLP, 201 Bishopsgate, London,
EC2M 3AF, United Kingdom on Wednesday, 20 June 2012 at 11.00 am (London, UK
time) for the following purposes:
Ordinary resolutions
As ordinary business, to consider and, if thought fit, pass Resolutions 1 to 8
(inclusive) as ordinary resolutions and, as special business, to consider and
if thoughts fit, pass Resolution 9 as an ordinary resolution:
1.That, the financial statements of the Company for the period from 1 January
2011 to 31 December 2011 ("2011 Annual Report"), including the reports of the
Company`s auditors and directors contained in them, be and are now received
and adopted.
2.That, the directors` remuneration report contained within the 2011 Annual
Report be and is now adopted and approved.
3.That, having retired by rotation under the Company`s articles of association
(the "Articles"), Trevor Moss be and is now re-elected as a director of the
Company.
4.That, having retired by rotation under the Company`s Articles, Andrew
Robertson be and is now re-elected as a director of the Company.
5.That, having retired by rotation under the Company`s Articles, Dr.
Christopher Pointon be and is now re-elected as a director of the Company.
6.That, having retired by rotation under the Company`s Articles, Don Newport
be and is now re-elected as a director of the Company.
7.That, Grant Thornton UK LLP be and are now re-appointed as auditors to the
Company to hold office until the conclusion of the next annual general meeting
of the Company.
8.That, the directors of the Company be and are now authorised to determine
the remuneration of the auditors.
9.That, in accordance with section 551 of the Companies Act 2006 ("2006 Act"),
the directors be generally and unconditionally authorised to allot shares in
the Company or grant rights to subscribe for or to convert any security into
shares in the Company ("Rights") up to a maximum aggregate nominal amount of
GBP3,197,022 to such persons and at such times and upon such conditions as the
directors may determine, such authority shall, unless renewed, varied or
revoked by the Company, expire at the earlier of the end of the next Annual
General Meeting of the Company to be held after the date on which this
resolution is passed and 20 September 2013, save that the Company may, before
such expiry, make an offer or agreement which would or might require shares to
be allotted or Rights to be granted and the Directors may allot shares or
grant Rights in pursuance of such offer or agreement notwithstanding that the
authority conferred by this resolution has expired.
This authority is in substitution for all previous authorities conferred on
the Directors in accordance with section 551 of the 2006 Act.
Special resolution
As special business, to consider, and if thought fit, pass Resolution 10 as a
special resolution:
1.That, subject to the passing of Resolution 9, the Directors be given the
general power to allot equity securities (such terms as defined by section 560
of 2006 Act), either pursuant to the authority conferred by Resolution 9 or by
way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not
apply to any such allotment, provided that this power shall be limited to:
a. the allotment of equity securities in connection with an offer by
way of a rights issue to the holders of ordinary shares in
proportion (as nearly as may be practicable) to their respective
holdings but subject to such exclusions or other arrangements as the
Board may deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
b. the allotment of equity securities for cash up to the maximum
nominal amount of GBP2,915,299 to persons required to be issued with
equity securities pursuant to a warrant or option over equity
securities in the Company that are in issue at the date of this
document and up to an aggregate nominal value equivalent to 30% of
the fully diluted issued share capital of the Company.
The power granted by this resolution will expire at the earlier of the
conclusion of the Company`s next annual general meeting (unless renewed,
varied or revoked by the Company prior to or on such date) and 20 September
2013 save that the Company may, before such expiry make offers or agreements
which would or might require equity securities to be allotted after such
expiry and the Directors may allot equity securities in pursuance of any such
offer or agreement notwithstanding that the power conferred by this resolution
has expired.
This resolution revokes and replaces all unexercised powers previously granted
to the Directors to allot equity securities as if section 561(1) of the 2006
Act did not apply but without prejudice to any allotment of equity securities
already made or agreed to be made pursuant to such authorities.
By order of the Board
Andrew Robertson
Company Secretary
Notes:
1. As a shareholder of the Company you are entitled to appoint a proxy to
exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set
out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting
and voting in person. If you have appointed a proxy and attend the meeting in
person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a shareholder of the Company but must attend
the meeting to represent you. To appoint as your proxy a person other than the
Chairman of the meeting, insert their full name in the box. If you sign and
return this proxy form with no name inserted in the box, the Chairman of the
meeting will be deemed to be your proxy. Where you appoint as your proxy
someone other than the Chairman, you are responsible for ensuring that they
attend the meeting and are aware of your voting intentions. If you wish your
proxy to make any comments on your behalf, you will need to appoint someone
other than the Chairman and give them the relevant instructions directly.
4. You may not appoint more than one proxy to exercise rights attached to
any one share.
5. To direct your proxy how to vote on the resolutions mark the appropriate
box with an `X`. To abstain from voting on a resolution, select the relevant
"Vote withheld" box. A vote withheld is not a vote in law, which means that
the vote will not be counted in the calculation of votes for or against the
resolution. If you give no voting indication, your proxy will vote or abstain
from voting at his or her discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any other matter which is put
before the meeting.
6. For shareholders whose shares are traded on AIM, to appoint a proxy you
must:
(a) Ensure that the attached proxy form is completed, signed and sent to
Capita Registrars Limited, PXS, 34 Beckenham Road, Beckenham, Kent,
BR3 4TU, United Kingdom; or
(b) Register electronically by logging onto www.capitaregistrars.com.
Full details of how to register are given on that website.
Your proxy appointment must be received by Capita Registrars no
later than 11:00a.m. (London, UK time) on Monday, 18 June 2012.
7. For shareholders whose shares are traded on AltX, to appoint a proxy you
must ensure that the attached proxy form is completed, signed and sent to
Computershare Investor Services, PO Box 61051, Marshalltown, 2107, South
Africa. Your proxy appointment must be received by Computershare Investor
Services no later than 11.00a.m. (London, UK time) on Monday, 18 June 2012.
8. In the case of a shareholder which is a company, the Form of Proxy must
be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company.
9. Any power of attorney or any other authority under which this proxy form
is signed (or a duly certified copy of such power or authority) must be
included with the proxy form.
10. In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company`s register of shareholders in
respect of the joint holding (the first-named being the most senior).
11. If you submit more than one valid proxy appointment, the appointment
received last before the latest time for the receipt of proxies will take
precedence.
12. You may not use any electronic address provided in this proxy form to
communicate with the Company for any purposes other than those expressly
stated.
13. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the time by which a person must be entered on the register of
shareholders in order to have the right to attend and vote at the Annual
General Meeting is 6.00 pm (London, UK time) on Monday, 18 June 2012, (being
not more than 48 hours prior to the time fixed for the Meeting) or, if the
Meeting is adjourned, such time being not more than 48 hours prior to the time
fixed for the adjourned meeting. Changes to entries on the register of
shareholders after that time will be disregarded in determining the right of
any person to attend or vote at the Meeting.
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
"Act"
the Companies Act 2006, as amended from time to time;
"AIM"
the market of that name operated by the London Stock Exchange plc.
"AltX"
the alternative exchange of JSE Limited in Johannesburg;
"Annual General Meeting"
the annual general meeting of the Company to be held at 11:00 a.m. on
Wednesday, 20 June 2012 at the offices of Mayer Brown International LLP, 201
Bishopsgate, London, EC2M 3AF, notice of which is set out at the end of this
document;
"Articles of Association"
the articles of association of the Company;
"Auditors"
the auditors of the Company from time to time, the current auditors being
Grant Thornton LLP;
"2011 Annual Report"
the report and accounts of the Company for the period from 1 January 2011 to
31 December 2011, which includes the Director`s report, the Auditors report
and the Directors remuneration report;
"Board"
the board of directors of the Company from time to time;
"Company"
African Eagle Resources plc, a company incorporated in England and Wales with
company number 03912362.
"Directors"
the directors of the Company from time to time, each a "Director";
"Form of Proxy"
the form of proxy to be used by Shareholders in respect of the Annual General
Meeting;
"Notice of Annual General Meeting"
the notice convening the Annual General Meeting, set out on pages 5 to 7 of
this document;
"Ordinary Shares"
means ordinary shares of 1 penny each in the capital of the Company;
"Shareholder"
the holders of ordinary shares of the Company from time to time, each being a
"Shareholder".
About African Eagle
African Eagle Resources plc is a junior mining explorer and developer with
development projects in Tanzania and Zambia. The Company`s flagship project
is the Dutwa Nickel project in Tanzania located about 25km south of Lake
Victoria and 110km east of Mwanza within greenstone gold belts which host many
of Tanzania`s operating and developing gold mines. The Company is quoted on
the AIM market of the London Stock Exchange (AIM: AFE) and on the AltX of the
Johannesburg Stock Exchange (AltX: AEA).
Sponsor
Merchantec Capital
25 May 2012
For further information:
Please visit the Company`s website: www.africaneagle.co.uk or contact:
African Eagle Resources plc
Andrew Robertson (Company Secretary)
Yasumi Toyoda (Investor Relations)
+44 20 7248 6059
Canaccord Genuity Limited
Rob Collins
Andrew Chubb
+ 44 20 7523 8000
Ocean Equities Limited
Guy Wilkes
+44 20 7786 4370
Russell & Associates, Johannesburg
Charmane Russell
Marion Brower
+27 11 8803924
Date: 25/05/2012 13:00:03 Supplied by www.sharenet.co.za
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