THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action to take, it is recommended that you immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or in the case of recipients outside the United Kingdom your stockbroker, bank manager, solicitor, accountant or other financial adviser.
If you have sold or transferred all of your Ordinary Shares in EMED Mining Public Limited, please forward this document at once, together with the accompanying Form of Proxy or Form of Instruction, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
EMED MINING PUBLIC LIMITED
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 29 JULY 2015
Dated 4 July 2015
Copies of this document will be available, free of charge, at the corporate office of the Company, 3 Ag. Demetriou Street, 2012 Nicosia, Cyprus during normal business hours on any weekday until 29 July 2015 (Saturdays, Sundays and public holidays excepted) and is also available at www.emed-mining.com or under the Company's profile on SEDAR at www.sedar.com.
Expected Timetable
2015
Circular posted to Shareholders 4 July Latest time and date for receipt of CREST Voting Instructions 12.00 p.m. (CEST) on 23 July Latest time and date for receipt of Forms of Instruction 12.00 p.m. (CEST) on 23 July Latest time and date for receipt of Forms of Proxy 12.00 p.m. (CEST) on 27 July Annual General Meeting 12.00 p.m. (CEST) on 29 July
Notes:
(1) In this Circular, unless otherwise noted, all references to times are to CEST, references to '£'and 'p' are to British pounds and pence sterling respectively, references to '$' are to Canadian dollars, references to 'US$' are to United States dollars and references to '€' refer to Euros.
(2) Unless otherwise stated, the information contained in this Circular is as of 3 July 2015, being the latest applicable date prior to publication of the Circular.
Definitions
The following definitions apply throughout this Circular, unless the context otherwise requires:
'AGM' or 'Meeting' the Annual General Meeting of the Company to be convened for 12.00 p.m. (CEST) on 29 July 2015, notice of which is set out at the end of this Circular
'AIM' AIM, a market operated by London Stock Exchange
'Articles' the Company's articles of association 'Board' the board of directors of the Company 'BST' British Summer Time
'Circular' means this circular dated 4 July 2015 to be sent to Shareholders in connection with the Meeting
'Companies Law' the Cyprus Companies Law, Cap. 113 including any modification or re-enactment thereof for the time being in force
'Company' or 'EMED' EMED Mining Public Limited, a company registered in Cyprus with registered number 152217 and having its registered office at
1 Lampousas Street, 1095 Nicosia, Cyprus
'CREST' the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form
'CREST Manual' the document of that name issued by Euroclear
'CREST Voting Instruction' a message by or on behalf of Depositary Interest holders in connection with the AGM transmitted through CREST properly authenticated in accordance with Euroclear's specifications and containing the information required for such instructions in the CREST Manual
'CEST' Central European Summer Time
'Depositary Interests' depositary interests representing Ordinary Shares
'Directors' the directors of the Company, whose names are set out on page 5 of this
Circular
'Euroclear' Euroclear UK & Ireland Limited, the operator of CREST
'Form of Instruction' the form of instruction enclosed with this Circular for use by
Depository Interest holders in connection with the AGM
'Form of Proxy' the form of proxy enclosed with this Circular for use by holders of
Ordinary Shares in connection with the AGM 'Group' the Company and its subsidiaries
'London Stock Exchange' London Stock Exchange plc
'Market Price' means on AIM the average of the mid-market closing prices and on the
TSX the volume weighted average trading price of an Ordinary Share
3
'Notice of Meeting' the notice convening the Meeting which is set out at the end of this
Circular
'Ordinary Shares' ordinary shares of 0.25 pence each in the Company
'Resolutions' the resolutions to be proposed at the AGM which are set out in the
Notice of Meeting
'Share Option Plan' the EMED Mining Public Limited Share Option Plan 2013 'Shareholders' holders of Ordinary Shares and, where the context requires, Depository
Interests
'TSX' the Toronto Stock Exchange
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
Letter from the Chairman of EMED Mining Public Limited
EMED MINING PUBLIC LIMITED
(Incorporated and registered in Cyprus with Registered No. 152217)
Directors Registered Office
Roger Owen Davey (Non-executive Chairman) 1 Lampousas Street Alberto Arsenio Lavandeira Adan (Managing Director and Chief Executive Officer) 1095 Nicosia Hui Liu (Non-executive Director) Cyprus Jose Sierra Lopez (Non-executive Director)
Jesus Fernandez Lopez (Non-executive Director)
4 July 2015
Notice of Annual General Meeting
Dear Shareholder,
1. Introduction
I have pleasure in sending you a formal notice convening the annual general meeting of the Company. The AGM will be held on Wednesday, 29 July 2015 at 12.00 p.m. (CEST) at the Rio Tinto Mine, La Dehesa s/n, Minas de Riotinto, 21660 Huelva, Spain. The Notice of Meeting is set out at the end of this Circular. This letter provides an explanation of each resolution to be proposed at the AGM.
Enclosed with this Circular is a Form of Proxy for use by Shareholders or a Form of Instruction for use by Depositary Interest holders. Holders of Depositary Interests in CREST will also be able to transmit voting instructions within CREST. Information on the completion and return of Forms of Proxy, Forms of Instruction and CREST Voting Instructions are set out below and in the notes to the Notice of Meeting.
2. Summary of Resolutions to be Proposed at the AGM
Resolution 1: To receive and consider the financial statements for 2014
The Board asks that Shareholders consider the financial statements (the 'Financial Statements') of the Company for the year ended 31 December 2014 and the report of the auditors thereon. Copies of the Financial Statements were dispatched to Shareholders on 30 June 2015. Copies may also be obtained by Shareholders at any time, either in hard or electronic form, upon written request without charge to the Company Secretary at 3 Ag. Demetriou Street, 2012 Nicosia, Cyprus or by fax to +357 22421956 or can be found under the Company's corporate profile on SEDAR at www.sedar.com or on the Company's website at www.emed-mining.com.
Resolutions 2 to 6: Re-election of Directors
The Articles stipulate that at every annual general meeting one third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to, but greater than, one-third shall retire from office. If there is only one director who is subject to retirement by rotation, he shall retire.
Notwithstanding the provisions in the Articles, in order to follow best corporate governance practices in the United
Kingdom and Canada, all of the Directors will retire at the AGM and offer themselves for re-election.
The Articles also provide that any director appointed by the Board following the last annual general meeting shall retire at the next annual general meeting following his appointment and shall then be eligible for re-election. Accordingly, Mr. Jesus Fernandez will retire at the AGM and offer himself for re-election.
Pursuant to the Companies Law, Shareholders must be permitted to vote against any resolution proposed for consideration at a shareholder's meeting. At the Meeting, Shareholders may vote for, against or withhold from voting with respect to each of the following director nominees: Mr Roger Davey, Mr Alberto Lavandeira, Dr Jose Nicholas Sierra Lopez, Mr Hui Lui and Mr Jesus Fernandez. If the number of votes against a particular director nominee is greater than the number of votes in favour of such nominee, such director nominee will not be re-elected at the Meeting and will cease to hold office as a director of the Company.
Resolution 7: Appointment of Cypriot Auditors
Moore Stephens Stylianou & Co., Certified Public Accountants (CY) have served as the Company's Cypriot auditors since 2004. The Company proposes to re-appoint Moore Stephens Stylianou & Co., with its offices in Cyprus, as its Cypriot auditors until the next annual general meeting of shareholders at such remuneration to be fixed by the Board of Directors.
Resolution 8: Appointment of Canadian Auditors
MNP LLP, Chartered Accountants, Licensed Public Accountants, have served as the Company's Canadian auditors since 2010. The Company proposes to re-appoint MNP LLP, with its offices in Toronto, Ontario as its Canadian auditors until the next annual meeting of shareholders, at a remuneration to be fixed by the Board of Directors.
Resolution 9: Authority to Grant Options under the Share Option Plan
Shareholders will be asked to consider and, if deemed appropriate, to approve a resolution to authorise the Board to grant future options pursuant to the Share Option Plan to subscribe for up to 350,000,000 Ordinary Shares (being approximately 10% of the current issued share capital of the Company), as if the rights of pre-emption in Section 60B of the Companies Law did not apply to the grant of such options or the issue of such Ordinary Shares pursuant thereto. Shareholders should note that the Board will be restricted under the Share Option Plan to limiting the grant of options to ensure that at any one time the number of Ordinary Shares subject to outstanding option grants (both pursuant to the Share Option Plan and under existing arrangements) shall not exceed 10% of the Company's issued share capital. Further, options will be granted with a minimum exercise price of the Market Price of an Ordinary Share on either AIM or the TSX (wherever the majority of value and volume of the Ordinary Shares trade at the time) on the five trading days immediately preceding the date of grant.
Resolution 10: Authority to issue Ordinary Shares to Julian Sanchez
In connection with his appointment as General Manager Operations of the Company, Mr. Julian Sanchez will, subject to the approval of Shareholders and final approval of the TSX, be issued 1,000,000 Ordinary Shares at 0.25 pence per share. The Ordinary Shares will be held in escrow and released to Mr. Julian Sanchez once he has been employed by the Company for two years or if his service agreement is terminated for certain specified reasons. Pursuant to Resolution 10, Shareholders will be asked to authorise the Board to issues such shares to Mr. Sanchez as if the rights of pre-emption in Section 60B of the Companies Law did not apply to the issue of such Ordinary Shares.
Directors' Report
This section of the Circular constitutes a written report, pursuant to section 60B(5) of the Companies Law, required to be presented to Shareholders at the Meeting setting out: (a) the reasons for withdrawing the right of pre-emption in relation to each of the allotment of Ordinary Shares on the exercise of options granted to directors, officers, employees, consultants and advisers of the Group and the proposed allotment of Ordinary Shares to Mr. Sanchez; and (b) the reasons why the Board considers that the proposed issue price is fair and reasonable.
Resolution 9 will authorise the Board to grant options to directors, officers, and employees of the Company pursuant to the Share Option Plan up to a maximum of 350,000,000 Ordinary Shares (representing approximately
10% of the current issued share capital of the Company). In accordance with the rules of the Share Option Plan, such options will be granted at exercise prices not below the Market Price of an Ordinary Share on AIM or the TSX (wherever the majority of value and volume of the Ordinary Shares trade at the time) on the five trading days immediately prior to the date of grant, which the Board considers to be fair and reasonable as far as Shareholders are concerned. In addition, the Share Option Plan limits the grant of options to ensure that at any one time the number of Ordinary Shares subject to outstanding option grants (both pursuant to the Share Option Plan and under existing agreements) shall not exceed 10% of the Company's issued share capital.
Resolution 10 will authorise the Board to issue to Mr. Julian Sanchez 1,000,000 Ordinary Shares at 0.25 pence per share. While this price reflects a significant discount to the Market Price of an Ordinary Share at the date of this document, these shares are proposed to be issued as part of a package to attract the talent of this experienced and qualified manager. In addition, if the resolution is approved, these shares will be held in escrow and only released once the manager has been employed by the Company for two years or his service agreement is terminated for certain reasons. For these reasons, the Board considers that the issue of these shares to the manager at par value is fair and reasonable as far as Shareholders are concerned.
The reasons for withdrawing the right of pre-emption in relation to the afore-mentioned allotments are set out above in this section of the Circular.
3. General Information on the Meeting
Voting Requirements
Resolutions 1-8 (inclusive) are being proposed as ordinary resolutions. To be effective, such resolutions must be approved by a simple majority of the votes cast at the Meeting.
With respect to Resolutions 9 and 10, to be effective they must be approved by either: (i) a simple majority if at least 50% of the issued share capital of the Company is represented at the Meeting; or (ii) in the event that less than 50% of the issued share capital is represented at the Meeting, by a majority of two-thirds of the votes cast.
Unless the Shareholder has specifically instructed in the enclosed Form of Proxy that the Ordinary Shares represented by such proxy are to be voted against the relevant Resolution, the proxies in favour of a Director will be voted FOR the Resolutions.
Solicitation of Forms of Proxy
The Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting. It is expected that the solicitation of proxies will be primarily by mail, however, proxies may also be solicited by the officers, directors and employees of the Company by telephone, electronic mail, facsimile or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of soliciting proxies in connection with the Meeting will be borne directly by the Company.
The Board has fixed 4.00 p.m. (CEST) on 30 June 2015 as the record date for the determination of the registered Shareholders entitled to receive notice of the Meeting. The Board has fixed 5.00 p.m. (CEST) on 27 July 2015 as the time and date (the 'AGM Record Date') for the determination of the registered Shareholders entitled to attend and vote at the Meeting. Shareholders who become registered holders of Ordinary Shares after the AGM Record Date and who wish to vote at the Meeting must make arrangements with the person(s) from whom they acquired the shares to direct how such shares are to be voted at the Meeting.
The Board has resolved that, to be valid, duly completed and executed Forms of Proxy must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the Company at 3, Agios Demetrios Street, Acropolis, Strovolos 2012, Nicosia, Cyprus so as to be received no later than 12.00 p.m. (CEST) on 27 July 2015 or by email to [email protected]
Voting of Proxies
The Ordinary Shares represented by the accompanying Form of Proxy (if same is properly executed and is received in accordance with the instructions set forth herein, prior to the time set for the Meeting or any adjournments or postponements thereof), will be voted at the Meeting, and, where a choice is specified in respect of any matter to be acted upon, will be voted or withheld from voting in accordance with the specification made. In the absence of such specification, proxies in favour of a Director will be voted in favour of all Resolutions set out in the Notice of Meeting. The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, the Directors know of no such amendments, variations or other matters to come before the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the Form of Proxy will be voted on such matters in accordance with the best judgment of the named proxies.
A Shareholder forwarding the enclosed Form of Proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space and the Ordinary Shares will be voted accordingly. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Ordinary Shares represented by the Form of Proxy submitted by a Shareholder will be voted for, against or withheld from voting in accordance with the directions, if any, given in the Form of Proxy on any poll that may be called for.
If a Shareholder wishes to appoint a person, who need not be a Shareholder, to represent him or her at the Meeting, the Shareholder may do so by inserting such person's name in the blank space provided in the enclosed Form of Proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy.
To be valid, a Form of Proxy must be executed by a Shareholder or a Shareholder's attorney duly authorised in writing or, if the Shareholder is a body corporate, under its corporate seal or, by a duly authorised officer or attorney.
Revocation of Proxies
A Form of Proxy, given pursuant to this solicitation may be revoked at any time prior to its use. A Shareholder who has given a Form of Proxy may revoke it by:
(a) completing and signing a Form of Proxy bearing a later date and depositing it at the Company's registered office;
(b) depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney duly authorised in writing or, if the Shareholder is a body corporate, under its corporate seal or, by a duly authorised officer or attorney at the Company's registered office or at any time up to and including the last Business Day preceding the day of the Meeting or any adjournments or postponements thereof or with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournments or postponements thereof; or
(c) in any other manner permitted by law.
Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such Form of Proxy.
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