INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act If you have sold or otherwise transferred all of your shares in International Mining & Infrastructure Corporation Plc please forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected as soon as possible for transmission to the purchaser or transferee. If you have sold only part of your holding of Shares in International Mining & Infrastructure Corporation Plc you should retain these documents. The Directors, whose names appear on page 3 and the Company, collectively and individually, accept responsibility for all the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Notice of Annual General Meeting This document should be read as a whole. Your attention is drawn to the letter from the Chairman of International Mining & Infrastructure Corporation Plc set out in this document which recommends that you vote in favour of the Resolutions to be proposed at the Annual General Meeting referred to below. Notice convening the Annual General Meeting of International Mining & Infrastructure Corporation Plc to be held at a.m. on 29 January 2015 at the Company s registered office as set out at the end of this document. All Shareholders are urged to complete and return the enclosed Form of Proxy, whether or not they intend to be present at the meeting, in accordance with the instructions printed thereon so as to arrive as soon as possible and in any event, in order to be valid, so as to be received by the Company s registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, not later than a.m. on 27 January The completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting in person at the Annual General Meeting should he or she wish to do so. International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014 Page 1

2 LETTER FROM INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Directors Ethelbert Cooper (Chairman) Haresh Kanabar Babacar Ndiaye (Non-executive Director) Guoping Liu (Non-executive Director) Registered Office: 40 New Bond Street London W1S 2RX 30 December 2014 Dear Shareholder, Notice of Annual General Meeting 1. Introduction The Company announced today that it has posted the notice of its Annual General Meeting ( AGM ). The AGM will deal with four matters, (i) the receipt of the report and accounts for the year to 30 June 2014, (ii) the reappointment of Ernst & Young LLP as auditors, (iii) the re-appointment of Ethelbert Cooper (who is required to retire at the AGM following his appointment as a director in November 2014) and (iv) corporate authority to issue and allot shares on a non-rights issue basis (collectively the Proposals ). This document contains a notice convening the AGM of the Company at which Shareholders approval to the Resolutions necessary to implement the Proposals will be sought. 2. Receipt of the Accounts Resolution 1 deals with receipt of the Report and Accounts of the Company for the period to 30 June Each year, the Company is required to put its report and accounts to its members in a general meeting. A copy of the Report and Accounts of the Company for the period to 30 June 2014 is included in the envelope containing this Notice. 3. Re-appointment of Ernst & Young as auditors Resolution 2 deals with the re- appointment of Ernst & Young LLP as auditors Ernst & Young LLP were appointed auditors at the last AGM. Their appointment is subject to annual approval by Shareholders. Ernst & Young LLP audited the Report and Accounts of the Company for the period to 30 June The Board wishes to recommend the re-appointment of Ernst & Young LLP as auditors. 4. Re-appointment of Ethelbert Cooper as a Director Resolution 3 deals with the re-appointment of Ethelbert Cooper as a Director Ethelbert Cooper was invited to join the Board in November In accordance with Article 69 of the Company s Articles of Association, Ethelbert Cooper is retiring from the Board and offering himself for re-election. With nearly 35 years of experience in the African natural resources sector, Ethelbert Cooper has been involved in a number of highly successful ventures. During the 1980s and 1990s, he played a key part in the restructuring and management of Liberia s largest iron ore mining project, Lamco/Liminco, and in 2005 he was one of two principal co-founders of Afren Plc, the FTSE 250-listed pan-african oil and gas exploration company. Ethelbert Cooper is the Founder and Chairman of African Iron Ore Group Limited ( AIOG ), IMIC s strategic partner. Ethelbert Cooper has been instrumental in the formation of an alliance of large Chinese state-owned corporations to support IMIC and AIOG projects through provision of an integrated package of rail, port, power and ore-processing infrastructure solutions. Reflecting his progressive agenda on social issues, Ethelbert Cooper is a member of the President s Council of International Advisors at Yale University and a member of the Advisory Board of the WEB Du Bois Institute of African Studies at Harvard University. He has also endowed the establishment of the recently opened Cooper Gallery of African and African-American Art at Harvard University, and has also been a pioneering contributor for a new drive to build greater support of African issues at Yale University. Ethelbert Cooper earned a BA in Economics from Yale University in Ethelbert Cooper offers himself for re-election by Shareholders. International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014 Page 2

3 5. Authority to Allot Shares Resolutions 4 and 5 deal with the renewal of corporate authority for the Board to allot shares on a nonrights issue basis At the Company s last AGM, the Board was granted authority to issue and allot shares on a non-rights issue basis. That authority, which was limited to 120 million at nominal value equating to 60 billion Shares will expire on 31 December The Board seeks fresh approval to be permitted to issue and allot shares on a non-rights issue basis. These authorities will similarly be limited to 120 million at nominal value equating to 60 billion Shares. If granted, the authority will expire on 31 December Annual General Meeting You will find at the end of this document a notice convening the AGM to be held at the Company s registered office, at 40 New Bond Street, London W1S 2RX on 29 January 2015 at a.m. Resolutions 1 to 4, which are to be proposed as ordinary resolutions, require passing by a simple majority of Shareholders. Resolution 5 is to be proposed as a special resolution and requires approval from 75 per cent. majority of Shareholders. 7. Action to be taken You will find enclosed with this document a Form of Proxy for use at the AGM. To be valid, a Form of Proxy must be completed and signed in accordance with the instructions thereon and returned to the Company s Registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible and in any event so as to be received by no later than 10 a.m. on 27 January The completion and return of a Form of Proxy will not prevent Shareholders who are entitled to vote from attending and voting in person at the AGM if they so wish. 8. Documents available Copies of this document will be available to the public, free of charge, at the Company s registered office during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until the date of the AGM. This document is also available on the Company s website, 9. Recommendation The Directors unanimously recommend that Shareholders vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings. Yours faithfully Haresh Kanabar Director INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014 Page 3

4 Notice of Annual General Meeting (continued) INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC (the Company ) (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) NOTICE OF AN ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting of INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC (the Company ) will be held at the Company s registered offices at 40 New Bond Street, London W1S 2RX on 29 January 2015 at a.m. for the purpose of considering and if thought fit passing the following resolutions (to be considered as ordinary or special resolutions as indicated): ORDINARY RESOLUTIONS 1. To receive the report and accounts of the Company for the period to 30 June To re-appoint Ernst & Young LLP as auditors. 3. To re-appoint Ethelbert Cooper as a director. 4. In substitution for any existing authorities, to authorise the directors to allot Relevant Securities (as defined below) comprising equity securities (as defined by section 560 of the Companies Act 2006) up to an aggregate nominal amount of 120 million provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 31 December 2015 save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. Relevant Securities means:- (A) Shares in the Company other than shares allotted pursuant to:- (i) an employee share scheme (as defined by section 1166 of the 2006 Act); (ii) a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or (iii) a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; and (B) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the 2006 Act). References to the allotment of Relevant Securities in the resolution include the grant of such rights. SPECIAL RESOLUTION 5. In substitution for any existing authorities, to authorise the directors, subject to the passing of resolution 3 to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by Resolution 4 or by way of a sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment provided that the power granted by this resolution shall expire on the conclusion of the Company s next annual general meeting (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 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. By order of the Board James Ward Company Secretary Registered office: 40 New Bond Street London W1S 2RX 30 December 2014 International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014 Page 4

5 Notes: 1. A member of the Company entitled to attend and vote at the above meeting may appoint a proxy to exercise all of his/her rights to attend, speak and (on a poll) vote instead of him/her. A proxy need not be a member of the Company. If you wish your proxy to speak on your behalf at the general meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to him/her. 2. A proxy does not need to be a member of the Company but must attend the general meeting to represent you. Details of how to appoint the Chairman of the general meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the general meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to him/her. 3. Completion and return of a form of proxy does not preclude a member from attending and voting at the meeting in person should he/she so wish. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. 4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. For another form to appoint more than one proxy, please contact the Company s registrars at Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. Alternatively, you may photocopy the enclosed proxy card. 5. 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 no voting indication is given, the member s proxy will vote or abstain from voting at his or her discretion. The 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. A form of proxy is enclosed and to be valid must be completed and returned so as to reach the Company s registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA (together with a letter or power of attorney or other written authority, if any, under which it is signed or a notarially certified or office copy of such power or written authority) not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof. 7. To change proxy instructions a member should simply submit a new form of proxy using the method set out below. Members should note that the cut-off time for receipt of proxy forms (see above) also applies in relation to amended instructions; any amended proxy form received after the relevant cut-off time will be disregarded. Members should contact the Company s registrars for a new proxy form. If a member submits more than one valid form of proxy, the appointment received last before the latest time for the receipt of proxies will take precedence. 8. In order to revoke a proxy instruction a member needs to inform the Company by sending a signed hard copy notice to the Company s registrars clearly stating his or her intention to revoke the proxy appointment. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company s registrars at the address set out above not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof. If a member attempts to revoke their proxy appointment but the revocation is received after the time specified then, subject to note 3 above, their proxy appointment will remain valid. 9. The register of interests of the Directors and their families in the share capital of the Company kept by the Company under section 809 of the Companies Act 2006 will be produced at the start of the general meeting until the conclusion of the general meeting. 10. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the Register of Members of the Company as at 6 p.m. on the penultimate day before the meeting, being not more than 48 hours before the time fixed for the meeting, are entitled to attend, speak or vote at this meeting in respect of the number of shares registered in their name at that date and time. Changes to entries on the register after that date and time shall be disregarded in determining the right to attend, speak or vote at the meeting. 11. 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 members in respect of the joint holding (the first-named being the most senior). 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