| Wed 27 May 2009, 8:00 | | AEA - African Eagle Resources plc - Communication with Shareholders & Notice of |
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AEA
AEA
AEA - African Eagle Resources plc - Communication with Shareholders & Notice of
Annual General Meeting
African Eagle Resources plc
(Incorporated in England and Wales, registered number 3912362)
AIM share code: AFE & AIM ISIN: GB0003394813
JSE share code: AEA & JSE ISIN: GB0003394813
COMMUNICATION WITH SHAREHOLDERS & NOTICE OF ANNUAL GENERAL MEETING
News Report
27 May 2009
African Eagle Resources plc ("African Eagle", "AFE" or "the Company", ticker
AIM: AFE, AltX: AEA) has today sent the communications detailed below to its
shareholders.
To those shareholders who have opted to receive the Annual Report and Accounts
for the year ended December 31, 2008 electronically via the Company`s website,
African Eagle has today posted to you the letter, reproduced below, together
with the Notice of the Company`s Annual General Meeting and a proxy-voting card.
To those shareholders who have opted to receive the Company`s Annual Report and
Accounts for the year ended December 31, 2008 in printed form, a copy has been
mailed to you today together with the Notice of the Company`s Annual General
Meeting and a proxy-voting card.
The Company advises all its shareholders and other interested parties that the
Annual Report and Accounts for the year ended December 31, 2008 will be
available on the Company`s website from Friday May 29, 2009 from
http://www.africaneagle.co.uk/african-eagle-investors-annual-reports.html.
Letter to shareholders who have opted to receive the Annual Report and Accounts
electronically.
Dear Shareholder
Notice of Meeting and Annual Report and Accounts
Please accept this letter as notification that the Company`s Annual Report and
Accounts for the year ended 31 December 2008, will be published on the Company`s
website at www.africaneagle.co.uk on the 29th May 2009. To view this document
you will need to have Adobe Acrobat Reader installed which is available for
download for free (see our website for details).
The Company`s Annual General Meeting will be held at 2pm on the 18th June 2009
at the Company`s Office at 2nd floor, 6-7 Queen Street, London, EC4N 1SP. Please
find your proxy-voting card for this meeting enclosed with this letter along
with the Notice of Annual General Meeting. Please ensure that you use this proxy
card if you wish to register your votes, as generic proxy cards are not
available on the Company`s website.
We would like to take this opportunity to thank you for having consented to
receive this report via the Company`s website rather than in hard copy form, as
this will contribute to cost savings for the Company and will minimise
unnecessary paper usage. If you would like to receive general communications
from the Company via email in future, please register your email address at
https://www.capitashareportal.com.
If you require assistance while registering your email address, please telephone
Capita Registrars on 0871 664 0391 if dialling from overseas please call + 44 20
8639 3367.
Notice of Annual General Meeting
Please note that this document is important and requires your immediate
attention. If you are in any doubt as to the action to be taken, please consult
an independent adviser immediately.
If you have sold or transferred or otherwise intend to sell or transfer all of
your holding of ordinary shares in the Company prior to the Annual General
Meeting of the Company on 18 June 2009 at 2.00pm, you should send this document,
together with the accompanying Form of Proxy, to the (intended) purchaser or
transferee or to the stockbroker, bank or other agent through whom the sale or
transfer was or is to be effected for transmission to the (intended) purchaser
or transferee.
Notice is hereby given that the Annual General Meeting of the Company will be
held at the Company`s offices at 2nd Floor, 6-7 Queen Street, London EC4N 1SP,
on 18 June 2009 at 2.00pm in order to consider and, if thought fit, pass
resolutions 1 to 5 as ordinary resolutions and resolution 6 as a special
resolution:
Ordinary resolutions
1. To receive the Annual Report and Accounts for the year ended 31 December
2008.
2. To re-elect Christopher Davies who is retiring by rotation under the
Articles of Association as a Director of the Company.
3. To re-elect John Gordon Park who is retiring by rotation under the Articles
of Association as a Director of the Company.
4. To reappoint Grant Thornton UK LLP as auditors and to authorise the
Directors to fix their remuneration.
5. THAT the Directors be generally and unconditionally authorised for the
purposes of Section 80 of the Companies Act 1985 (the "Act") to exercise
all powers of the Company to allot relevant securities (within the meaning
of Section 80(2) of the Act), up to an aggregate nominal amount of the
authorised but unissued share capital of the Company. The authority will
expire on the date of the Company`s next Annual General Meeting (or if
sooner the expiry of 15 months after the passing of this resolution) except
as regards an allotment made pursuant to an offer or agreement made by the
Company before such date, such authority to be in substitution for all
existing authorities granted to the Directors in respect of the allotment
of relevant securities.
Special resolutions
6. THAT the Directors be empowered pursuant to Section 95 of the Act, to allot
and to make offers or agreements to allot equity securities (as defined in
Section 94(2) of the Act) for cash, pursuant to the authority conferred
upon them by Resolution 5 above, as if Section 89(1) of the Act did not
apply to such allotment, provided that such power is limited to:
6.1 allotment of equity securities up to the nominal amount of the
authorised but unissued share capital of the Company from time to
time; and
6.2 the allotment of equity securities in connection with any offer by way
of rights in favour of the holders of ordinary shares in the Company
where the equity securities respectively be attributed to the
interests of the ordinary shareholders proportionate to the respective
numbers of ordinary shares held by them subject to only such
exclusions or other arrangements as the Directors deem necessary or
expedient to deal with fractional entitlement, legal or practical
problems arising in any overseas territory or the requirements of any
regulatory body or stock exchange.
The power conferred by this resolution shall expire at the conclusion of the
next Annual General Meeting of the Company or (if earlier) 15 months from the
date of passing this resolution save that the Company may, before such expiry,
make an offer or agreement which would or might require equity securities to be
allotted after such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had not
expired.
By order of the Board
Bevan Metcalf
Company Secretary
Registered Office:
2ndFloor
6-7 Queen Street
London
EC4N 1SP
30 April 2009
Notes:
1. As a member of the Company you are entitled to appoint a proxy to exercise
all or any of your rights to attend, speak and vote at a general meeting of
the Company. You can only appoint a proxy using the procedures set out in
these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and
voting in person. If you have appointed a proxy and attend the meeting in
person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the
meeting to represent you. To appoint as your proxy a person other than the
Chairman of the meeting, insert their full name in the box. If you sign and
return this proxy form with no name inserted in the box, the Chairman of
the meeting will be deemed to be your proxy. Where you appoint as your
proxy someone other than the Chairman, you are responsible for ensuring
that they attend the meeting and are aware of your voting intentions. If
you wish your proxy to make any comments on your behalf, you will need to
appoint someone other than the Chairman and give them the relevant
instructions directly.
4. You may not appoint more than one proxy to exercise rights attached to any
one share.
5. To direct your proxy how to vote on the resolutions mark the appropriate
box with an "X". To abstain from voting on a resolution, select the
relevant "Vote withheld" box. 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 you give no voting indication, your proxy will
vote or abstain from voting at his or her discretion. Your 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. To appoint a proxy you must:
- Ensure that the attached proxy form is completed, signed and sent to
African Eagle Resources plc, 2nd Floor, 6-7 Queen Street, London EC4N
1SP; or
- Register electronically by logging onto www.capitaregistrars.com. Full
details of the procedure are given on that website.
Your proxy appointment must be received by African Eagle Resources plc or
Capita Registrars no later than 2.00pm on 17 June 2009.
7. In the case of a member which is a company, the proxy form must be executed
under its common seal or signed on its behalf by an officer of the company
or an attorney for the company.
8. Any power of attorney or any other authority under which this proxy form is
signed (or a duly certified copy of such power or authority) must be
included with the proxy form.
9. 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).
10. If you submit more than one valid proxy appointment, the appointment
received last before the latest time for the receipt of proxies will take
precedence.
11. You may not use any electronic address provided in the proxy form to
communicate with the Company for any purposes other than those expressly
stated.
27 May 2009
Sponsor
Nedbank Capital
Date: 27/05/2009 08:00:04 Produced by the JSE SENS Department.
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