6d2173e8-d16d-4d00-9db6-64e6f913227e.pdf
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any
doubt about the contents of this document or as to what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.
If you have sold or otherwise transferred all of your ordinary shares in the Company, please send this document and the accompanying proxy form as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some (but not all) of your ordinary shares in the Company, please retain these documents and consult the stockbroker or other agent through whom the sale or transfer was effected.
KEFI Minerals plc
(Registered in England and Wales with company number 05976748)
Harry Anagnostaras-Adams (Executive Chairman)
Professor Ian Rutherford Plimer (Non-executive Deputy Chairman) Jeffrey Guy Rayner (Exploration Director)
John Edward Leach (Non-executive Director) Norman Arthur Ling (Non-Executive Director)
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27-28 Eastcastle Street
London W1W 8DH
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Directors: Registered office:
7 June 2016 Dear Shareholder
Notice of Annual General Meeting ("AGM")
I have pleasure in sending you notice convening the annual general meeting of KEFI Minerals plc (the "Company"). The AGM will be held on 30 June 2016 at 11.00 a.m. at the Great Russell Suite, The Montague on The Gardens Hotel,15 Montague Street, London, WC1B 5BJ. As you will see from the formal notice of meeting which follows this letter, there are a number of items of business to be considered and the purpose of each resolution to be proposed is set out in the Explanatory Notes to the Resolutions starting on page 8 of this document.
Action to be taken
You can vote in respect of your shareholding by attending the meeting or by appointing one or more proxies to attend the meeting and vote on your behalf.
Proxies may be appointed by either:
In either case, the notice of appointment of a proxy should reach the Company's registrar, Share Registrars Limited, by no later than 11.00 a.m. on 28 June 2016. Please refer to the Notes to the Notice of Meeting starting on page 5 of this document and the enclosed proxy form for detailed instructions.
Recommendation
Your Directors consider that the resolutions to be proposed are in the best interests of the Company and its shareholders as a whole. Accordingly, your Directors unanimously recommend that shareholders vote in favour of all of the resolutions, as they intend to do in respect of their own beneficial holdings.
Yours faithfully
Harry Anagnostaras-Adams
Executive Chairman
KEFI Minerals plc
(Registered in England and Wales with company number 05976748)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of KEFI Minerals plc (the "Company") will be held at 11.00 a.m on 30 June 2016 at the Great Russell Suite, The Montague on The Gardens Hotel,15 Montague Street, London, WC1B 5BJ. The business of the meeting will be to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions and resolution 7 will be proposed as a special resolution:
Ordinary Business
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To receive and adopt the audited financial statements of the Company, the strategic report, the directors' report and the auditor's report for the financial year ended 31 December 2015.
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To reappoint Jeffrey Guy Rayner, who retires and offers himself for reappointment in accordance with the Company's articles of association, as a director of the Company (a "Director").
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To reappoint Professor Ian Rutherford Plimer, who retires and offers himself for reappointment in accordance with the Company's articles of association, as a Director.
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To reappoint Moore Stephens LLP as auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which audited financial statements of the Company are laid before the Company.
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To authorise the directors to determine the remuneration of the Company's auditors.
Special Business
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That the Directors are generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act"), in substitution for all previous authorisations, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £1,040,333, provided that this authorisation shall, unless previously revoked by resolution of the Company, expire at the conclusion of the annual general meeting of the Company to be held in 2017. The Company may, at any time before such expiry, make offers or enter into agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement as if this authorisation had not expired.
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THAT the Directors are empowered pursuant to Section 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authorisation conferred by Resolution 6 above as if Section 561 of the Act did not apply to the allotment, provided that this power shall be limited to:
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the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities made (i) to holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on the record date for such offer and (ii) to holders of other equity securities as may be required by the rights attached to those securities or, if the Directors consider it desirable, as may be permitted by such rights, but subject in each case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates or legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
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the allotment (otherwise than pursuant to paragraph 7(a) above) of further equity securities up to an aggregate nominal amount of £1,040,333,
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provided that this power shall, unless previously revoked by resolution of the Company, expire at the conclusion of the annual general meeting of the Company to be held in 2017. The Company may, at any time before the expiry of this power, make offers or enter into 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 as if this power had not expired.
BY ORDER OF THE BOARD
Harry Anagnostaras-Adams
Executive Chairman
7 June 2016
Registered office:
27-28 Eastcastle Street London
W1W 8DH