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.
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
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.
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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
