• Abstract and Figures
• Public Full-text

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 16th MAY 2014 AT 11:00 AM (JERSEY TIME) AT THE ROYAL YACHT HOTEL, ST. HELIER, JERSEY, CHANNEL ISLANDS THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the proposals referred to in this document or what action you should take, you are recommended to seek your own personal financial advice from a stockbroker, bank manager, solicitor, accountant, fund manager, or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. If you have sold or transferred all of your shares in Centamin plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. 1 NOTICE OF ANNUAL GENERAL MEETING (“NOTICE”) NOTICE is hereby given that the Annual General Meeting (the “Meeting”) of shareholders of Centamin plc (the “Company”) will be held at The Royal Yacht Hotel, St Helier, Jersey, Channel Islands on Friday, 16 May 2014 commencing at 11:00 am (Jersey time) to consider and, if thought fit, pass, with or without amendments, the following resolutions numbered 1, 2, 3.1 to 3.7, 4.1 to 4.2 and 5 as ordinary resolutions and 6 and 7 as special resolutions. Each of the resolutions numbered 3.1 to 3.7 and 4.1 and 4.2 are to be proposed as separate resolutions. ORDINARY RESOLUTIONS 1 Accounts To receive and adopt the Company's annual accounts for the financial year ended 31 December 2013 together with the directors' report and the auditor's report on those accounts. 2 Approval of Director’s Remuneration Report To receive and approve the directors' remuneration report for the financial year ended 31 December 2013 detailed in the annual report. 3 Election of Directors 3.1 To re-elect Josef El-Raghy, who retires in accordance with Article 33 of the Company's articles of association (the “Articles”) and, being eligible, offers himself for re-election as director. 3.2 To re-elect Trevor Schultz, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director. 3.3 To re-elect Gordon Edward Haslam, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director. 3.4 To re-elect Professor Robert Bowker, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director. 3.5 To re-elect Mark Arnesen, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director. 3.6 To re-elect Mark Bankes, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director. 3.7 To re-elect Kevin Tomlinson, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director. 4 Auditors 4.1 To re-appoint Deloitte LLP as the Company's auditors to hold office from the conclusion of this Meeting until the conclusion of the audit tender process, whereby the successful audit firm will be appointed to fill the casual vacancy until the 2015 AGM. 4.2 To authorise the directors to agree the remuneration of the auditors. 2 5 Allotment That the directors be generally and unconditionally authorised, including for the purposes of Article 2.9 of the Articles, to exercise all the powers of the Company to allot relevant securities (as such term is defined in the Articles) up to: (a) 383,042,497 relevant securities (such amount to be reduced by any relevant securities allotted by the directors pursuant to paragraph (b) of this resolution in excess of 383,042,497); (b) solely in connection with an offer by way of a rights issue, 766,084,993 relevant securities (such amount to be reduced by any relevant securities allotted by the directors pursuant to paragraph (a) of this resolution): (i) to holders of ordinary shares of no par value in the capital of the Company (Ordinary Shares) in proportion (as nearly as may be practicable) to their respective holdings; and (ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors 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. The authority granted by this resolution will expire at the conclusion of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. SPECIAL RESOLUTIONS 6 Disapplication of Pre-Emption Rights That, subject to the passing of resolution 5 above, the directors be generally empowered to allot equity securities (as such term is defined in the Articles) pursuant to the authority conferred by resolution 5, as if Article 3.1 of the Articles did not apply, provided that this power shall be limited to: 6.1 the allotment of equity securities pursuant to a rights issue: (a) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; (b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors 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; or 6.2 the allotment of up to 57,456,375 equity securities (otherwise than pursuant to 6.1 above). The authority granted by this resolution will expire at the conclusion of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company 3 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. 7 Market Purchases of Ordinary Shares That the Company be generally and unconditionally authorised: (a) pursuant to article 57 of the Companies (Jersey) Law 1991, to make market purchases of Ordinary Shares on such terms and in such manner as the directors may from time to time determine, provided that: (i) the maximum aggregate number of Ordinary Shares authorised to be purchased is 57,456,375; (ii) the maximum price (excluding expenses paid by the Company) which may be paid for each Ordinary Share is an amount equal to the highest of: (A) an amount equal to 105% of the average of the closing middle market prices for the Ordinary Shares of the Company (derived from the London Stock Exchange Daily Official List) on the five business days immediately preceding the date of purchase; and (B) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out; (iii) the minimum price which may be paid is £0.01 per Ordinary Share; and (iv) the authority conferred by this resolution shall expire on 30 August 2015 or, if earlier, at the conclusion of the next annual general meeting, save that the Company may before the resolution expires make a contract to purchase which will or may be executed wholly or partly thereafter and the purchase of Ordinary Shares may be made in pursuant of any such contract; and (b) pursuant to article 58A of the Companies (Jersey) Law 1991, if the directors of the Company so resolve, to hold as treasury shares any Ordinary Shares purchased pursuant to the authority conferred by paragraph (a) of this resolution. By order of the board, Darren Le Masurier Company Secretary Dated 14 April 2014 EXPLANATORY NOTES TO SHAREHOLDERS Please refer to the attached Management Information Circular which accompanies and forms part of this Notice. 4 MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) for the Annual General Meeting of shareholders of Centamin plc (the “Company”) to be held at The Royal Yacht Hotel, St. Helier, Jersey, Channel Islands on Friday, 16 May 2014 commencing at 11.00 am (Jersey time) (the “Meeting”) EXPLANATORY NOTES 1 Attendance notes 1.1 To be entitled to attend and vote at the Meeting, shareholders must be registered in the register of shareholders of the Company at 6.00 pm (Jersey time) on 14 May 2014 (or, in the event of any adjournment, on the date which is two days prior to the time of the adjourned Meeting), and transfers registered after that time shall be disregarded in determining entitlements to attend and vote at the Meeting.

Load more

  27

Copy Link