Anglesey Mining plc
Annual General Meeting 2020
The 2020 Annual General Meeting of shareholders of Anglesey
Mining plc will be held on 30 September
2020 and a General Meeting of Shareholders will be held on
30 October 2020.
In light of current measures relating to Covid-19 and the UK
Government advice on physical distancing measures, no shareholder,
except those designated as attending for the purposes of making up
a quorum, will be admitted to the Annual General Meeting called for
30 September 2020 or to the General
Meeting called for 30 October 2020.
Shareholders should submit a proxy vote in advance of each meeting.
Please note that naming a proxy, other than the Chairman of the
meeting, will not enable such proxy to attend the meetings.
Shareholders who wish to ask any questions relating to the business
of either of the meetings are welcome to do so by means of an email
to mail@angleseymining.co.uk with AGM as its subject. .
Due to the Covid-19 situation, the company’s annual report and
accounts will not be available for publication and distribution at
the time of this notice and therefore the usual resolutions
relating to the reception of those accounts and the directors’
remuneration and remuneration policy reports will not be presented
to the Annual General Meeting.
In June 2020, the UK government
enacted legislation to give companies flexibility to hold their
annual general meetings where lockdowns due to the coronavirus
(COVID-19) pandemic would prevent such meetings in person. The
Corporate Insolvency and Governance Act 2020 introduced two key
measures to help those companies required to hold an annual general
meeting (AGM) during this time. Firstly, a company could extend the
period in which its AGM must be held, and secondly, the Act allows
companies to hold a closed AGM. However, the Act includes
provisions relating to the holding of meetings of companies taking
place between 26 March 2020 and
30 September 2020 (Relevant Period),
that is primarily those companies with a December financial year
end, and although the Act provides that further extensions will be
granted to extend the Relevant Period in increments of up to three
months, not to extend beyond 5 April
2021, such extension, which would have been relevant for
those companies with a March, June or other financial year end, has
not been granted.
To deal with this unusual situation the board is calling a
General Meeting of shareholders to be held on 30 October 2020, the notice of which is also set
out below, to conduct the business and resolutions which will not
be considered at the Annual General Meeting on 30 September 2020.
Enclosed with these notices are proxy cards, one for each of the
meetings. It is re-iterated that (a) shareholders cannot attend the
meetings in person and (b) naming a proxy other than the Chairman
of the meeting will not enable such proxy to attend the meeting.
These arrangements appear to the board to be the best way to comply
with the legal requirement to hold an AGM within six months of the
end of the financial year; to provide shareholders with
adequate time to consider the contents of the annual report before
the accounts are presented at the meeting; and to give the required
notice of the resolutions to be considered.
Shareholders should visit the website www.angleseymining.co.uk for
any further information and announcements which might be relevant
to these general meetings.
Notice of Annual General Meeting to be
held on 30 September 2020
Notice is given that the 2020 Annual General Meeting of Anglesey
Mining plc will be held electronically in a physically distanced
manner on 30 September 2020, at 11.00
a.m. to consider and, if thought fit, to pass the
resolutions set out below.
As ordinary business
1. To reappoint John F. Kearney
as a director.
2. To reappoint Bill Hooley as a
director.
3. To reappoint Howard Miller as
a director.
4. To reappoint Danesh Varma as a
director.
5. To reappoint Mazars LLP as auditor.
6. To authorise the directors to determine the remuneration of
the auditor.
By order of the board
Danesh Varma
Company secretary
10 September 2020
Notice of a General Meeting to be held
on 30 October 2020
Notice is given that a general meeting of shareholders of
Anglesey Mining plc will be held electronically in a physically
distanced manner on 30 October 2020
at 11.00 a.m. to consider and, if
thought fit, to pass the resolutions set out below.
Resolutions 1 to 3 will be proposed as ordinary resolutions and
resolutions 4 and 5 will be proposed as special resolutions:
As ordinary business
1. To receive the annual accounts and directors' and auditor’s
reports for the year ended 31 March
2020.
2. To approve the directors' remuneration report for the year
ended 31 March 2020.
3. To approve the directors' remuneration policy in the
directors’ remuneration report for the year ended 31 March 2020.
As special business
4. That, pursuant to section 551 of the Companies Act 2006
("Act"), the directors be and are generally and unconditionally
authorised to exercise all powers of the company to allot shares in
the company or to grant rights to subscribe for or to convert any
security into shares in the company up to an aggregate nominal
amount of £660,000, provided that (unless previously revoked,
varied or renewed) this authority shall expire on 31 December 2021, save that the company may make
an offer or agreement before this authority expires which would or
might require shares to be allotted or rights to subscribe for or
to convert any security into shares to be granted after this
authority expires and the directors may allot shares or grant such
rights pursuant to any such offer or agreement as if this authority
had not expired.
This authority is in substitution for all existing authorities
under section 551 of the Act (which, to the extent unused at the
date of this resolution, are revoked with immediate effect).
5. That pursuant to section 570 of the Act, the directors be and
are generally empowered to allot equity securities (within the
meaning of section 560 of the Act) for cash pursuant to the
authority granted under section 551 of the Act pursuant to
resolution 4 above as if section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to
the allotment of equity securities:
(a) in connection with an offer of equity securities (whether by
way of a rights issue, open offer or otherwise) (i) to holders of
ordinary shares in the capital of the company in proportion (as
nearly as practicable) to the respective numbers of ordinary shares
held by them; and (ii) to holders of other equity securities in the
capital of the company, as required by the rights of those
securities or, subject to such rights, 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
or any legal or practical problems under the laws of any territory
or the requirements of any regulatory body or stock exchange;
and
(b) otherwise than pursuant to paragraph 12(a) above, up to an
aggregate nominal amount of £498,000
and (unless previously revoked, varied or renewed) this power
shall expire on 31 December 2021,
save that the company may make an offer or agreement before this
power expires which would or might require equity securities to be
allotted for cash after this power expires and the directors may
allot equity securities for cash pursuant to any such offer or
agreement as if this power had not expired. This power is in
substitution for all existing powers under section 570 of the Act
which, to the extent effective at the date of this resolution, are
revoked with immediate effect.
By order of the board
Danesh Varma
Company secretary
10 September 2020
Notes to the notice of AGM and the
subsequent General Meeting
Entitlement to attend and vote
1. The right to vote at the
meeting is determined by reference to the register of members. Only
those shareholders registered in the register of members of the
Company as at the close of business on 28
September 2020 in respect of the AGM and 28 October 2020 in respect of the subsequent
General Meeting (or, if either meeting is adjourned, 48 hours
(excluding any part of a day that is not a working day) before the
date and time of the adjourned meeting) shall be entitled to attend
and vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to entries in the
register of members after that time shall be disregarded in
determining the rights of any person to attend or vote (and the
number of votes they may cast) at the meeting.
Proxies
2. A shareholder is entitled to
appoint another person as his or her proxy to exercise all or any
of his or her rights to attend and to speak and vote at the
meeting. However any person appointed other than the Chairman will,
on this unusual occasion, not be able to attend and vote at the
meeting. Shareholders are therefore recommended to use their proxy
card to vote directly in the way they see fit. A proxy need not be
a member of the Company. A shareholder may appoint more than one
proxy in relation to the meeting, provided that each proxy is
appointed to exercise the rights attached to a different share or
shares held by that shareholder. Failure to specify the number of
shares each proxy appointment relates to or specifying a number
which when taken together with the numbers of shares set out in the
other proxy appointments is in excess of the number of shares held
by the shareholder may result in the proxy appointment being
invalid. A proxy may be appointed only in accordance with the
procedures set out in note 3 and the notes to the proxy form. The
appointment of a proxy will not preclude a shareholder from
attending and voting in person at the meeting.
3. A form of proxy for each
meeting is enclosed. When appointing more than one proxy, complete
a separate proxy form in relation to each appointment. Additional
proxy forms may be obtained by contacting the Company's registrar
Link Asset Services, Proxies, The Registry, 34 Beckenham Road, Kent
BR3 4TU or the proxy form may be photocopied. State clearly on each
proxy form the number of shares in relation to which the proxy is
appointed. To be valid, a proxy form must be received by post or
(during normal business hours only) by hand at the offices of the
Company's registrar, Link Asset Services, Proxies, The Registry, 34
Beckenham Road, Kent BR3 4TU, no later than 11.00 a.m. on 28 September
2020 in respect of the AGM and 28
October 2020 in respect of the subsequent General Meeting
(or, if either meeting is adjourned, no later than 48 hours
(excluding any part of a day that is not a working day) before the
time of any adjourned meeting).
Corporate representatives
4. A shareholder which is a
corporation may authorise one or more persons to act as its
representative(s) at either meeting. Each such representative may
exercise (on behalf of the corporation) the same powers as the
corporation could exercise if it were an individual shareholder,
provided that (where there is more than one representative and the
vote is otherwise than on a show of hands) they do not do so in
relation to the same shares.
Total voting rights
5. As at 1
September 2020 (being the last practicable date before the
publication of this notice), the issued share capital consists of
199,475,732 ordinary shares of £0.01 each, carrying one vote each
and 21,529,451 Deferred A Shares and 116,241,384 Deferred B Shares
which do not carry any rights to vote. Therefore, the total voting
rights as at 1 September 2020 are
199,475,732.
Nominated Persons
6. Where a copy of this notice is
being received by a person who has been nominated to enjoy
information rights under section 146 of the Companies Act 2006
("Act") ("Nominated Person"):
(a) the Nominated Person may have a right under an agreement
between him/her and the shareholder by whom he/she was nominated,
to be appointed, or to have someone else appointed, as a proxy for
the meeting; or
(b) if the Nominated Person has no such right or does not wish to
exercise such right, he/she may have a right under such an
agreement to give instructions to the shareholder as to the
exercise of voting rights. The statement of the rights of
shareholders in relation to the appointment of proxies in note 2
does not apply to a Nominated Person. The rights described in such
notes can only be exercised by shareholders of the Company.
Shareholders' right to require circulation of resolutions to be
proposed at the AGM only
7. A shareholder or
shareholders meeting the qualification criteria set out in note 10
below may require the Company to give shareholders notice of a
resolution which may properly be proposed and is intended to be
proposed at the meeting in accordance with section 338 of the Act.
A resolution may properly be proposed unless (i) it would, if
passed, be ineffective (whether by reason of inconsistency with any
enactment or the Company's constitution or otherwise), (ii) it is
defamatory of any person, or (iii) it is frivolous or vexatious.
The business which may be dealt with at the meeting includes a
resolution circulated pursuant to this right. Any such request must
(i) identify the resolution of which notice is to be given, by
either setting out the resolution in full or, if supporting a
resolution requested by another shareholder, clearly identifying
the resolution which is being supported (ii) comply with the
requirements set out in note 11 below, and (iii) be received by the
Company no later than six weeks before the meeting.
Shareholders' right to have a matter of business dealt with at
the AGM only
8. A shareholder or
shareholders meeting the qualification criteria set out in note 10
below may require the Company to include in the business to be
dealt with at the meeting any matter (other than a proposed
resolution) which may properly be included in the business in
accordance with section 338A of the Act. A matter may properly be
included unless (i) it is defamatory of any person, or (ii) it is
frivolous or vexatious. Any such request must (i) identify the
matter to be included in the business, by either setting out the
matter in full or, if supporting a matter requested by another
shareholder, clearly identifying the matter which is being
supported (ii) set out the grounds for the request (iii) comply
with the requirements set out in note 11 below and (iv) be received
by the Company no later than six weeks before the meeting.
Website publication of audit concerns
9. A shareholder or
shareholders who meet the qualification criteria set out in note 10
below may require the Company to publish on its website a statement
setting out any matter that such shareholders propose to raise at
the subsequent General Meeting relating to either the audit
of the Company's accounts (including the auditors' report and the
conduct of the audit) that are to be laid before the meeting or any
circumstances connected with an auditor of the Company ceasing to
hold office since the last annual general meeting of the Company in
accordance with section 527 of the Act. Any such request must (i)
identify the statement to which it relates, by either setting out
the statement in full or, if supporting a statement requested by
another shareholder, clearly identify the statement which is being
supported (ii) comply with the requirements set out in note 11
below and (iii) be received by the Company at least one week before
the meeting. Where the Company is required to publish such a
statement on its website (i) it may not require the shareholders
making the request to pay any expenses incurred by the Company in
complying with the request (ii) it must forward the statement to
the Company's auditors no later than the time when it makes the
statement available on the website and (iii) the statement may be
dealt with as part of the business of the meeting.
Notes 7, 8 and 9 above: qualification criteria and methods of
making requests
10. In order to require the Company (i)
to circulate a resolution to be proposed at the meeting as set out
in note 7, (ii) to include a matter in the business to be dealt
with at the meeting as set out in note 8, or (iii) to publish audit
concerns as set out in note 9, the relevant request must be made by
(i) a shareholder or shareholders having a right to vote at the
meeting and holding at least five per cent of the total voting
rights of the Company or (ii) at least 100 shareholders having a
right to vote at the meeting and holding, on average, at least £100
of paid up share capital. For information on voting rights,
including the total voting rights of the Company, see note 5 above
and the website referred to in note 15 below.
11. Any request by a shareholder or
shareholders to require the Company (i) to circulate a resolution
to be proposed at either of the meetings as set out in note 7 (ii)
to include a matter in the business to be dealt with at the meeting
as set out in note 8 or (iii) to publish audit concerns as set out
in note 9 may be made either (a) in hard copy, by sending it to
Anglesey Mining plc, Tower Bridge, St Katharine's Way, London E1W 1DD (marked for the attention of
the Company Secretary); or (b) in electronic form, by sending an
email to danesh@angleseymining.co.uk; and must state the full
name(s) and address(es) of the shareholder(s) and (where the
request is made in hard copy form) must be signed by the
shareholder(s).
Questions at the meeting
12. Shareholders have the right to ask
questions at the meetings relating to the business being dealt with
at the meetings in accordance with section 319A of the Act. The
Company must answer any such question unless: (a) to do so would
interfere unduly with the preparation for the meeting or would
involve the disclosure of confidential information; (b) the answer
has already been given on a website in the form of an answer to a
question; or (c) it is undesirable in the interests of the Company
or the good order of the meeting that the question be answered.
Shareholders who wish to ask any questions relating to the business
of either of the meetings are welcome to do so by means of an
email to mail@angleseymining.co.uk with AGM as its
subject.
Documents available for inspection
13. The following documents will be available
for inspection during normal business hours at the registered
office of the Company from the date of this notice until the time
of the meeting. They will also be available for inspection at the
place of the meeting from at least 15 minutes before the meeting
until it ends: (a) copies of the service contracts of the executive
directors, (b) copies of the letters of appointment of the
non-executive directors and (c) the Articles of Association of the
Company which are also available on the Company’s website.
Biographical details of directors
14. Biographical details of all those
directors who are offering themselves for reappointment at the
meeting are attached to this notice and will also be included in
the annual report and accounts.
Website providing information about the meeting
15. The information required by section 311A
of the Act to be published in advance of the meeting, which
includes the matters set out in this notice and information
relating to the voting rights of shareholders, is available at
www.angleseymining.co.uk.
Directors’ biographies
John F.
Kearney |
Irish, aged 69, chairman, is a
mining executive with more than 40 years’ experience in the mining
industry and is chairman and CEO of Labrador Iron Mines Holdings
Limited. He is also chairman of Buchans Resources Limited, Xtierra
Inc. and Conquest Resources Limited. He has degrees in law and
economics from University College Dublin and an MBA from Trinity
College Dublin. He is a member of the nomination committee. He is
resident in Canada. |
Bill
Hooley |
aged 73, chief executive, is a
mining engineering graduate from the Royal School of Mines and has
extensive experience in many countries including the UK and
Australia. He is vice-chairman and a director of Labrador Iron
Mines Holdings Limited and a director of Grangesberg Iron AB and
Eurmag AB. He has been a director of a number of other companies
involved in the minerals industry. He is a Fellow of the
Australasian Institute of Mining and Metallurgy. |
Danesh
Varma |
Canadian, aged 70, finance director
and company secretary is a chartered accountant. He is a director
of Labrador Iron Mines Holdings Limited and Grangesberg Iron AB and
Eurmag AB. He is also chief financial officer of Buchans Resources
Limited, Xtierra Inc. and Conquest Resources Limited. |
Howard
Miller |
aged 76, non-executive director, a
lawyer with over 40 years’ experience in the legal and mining
finance sector in Africa, Canada and the UK. He has extensive
experience in the financing of resource companies. He is a member
of the remuneration, audit and nomination committees and the senior
independent director. |