Communication with shareholders & Notice of AGM

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 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 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 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. 1. 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 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. ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.