THE COMPANIES ACTS 1985 AND 2006
COMPANY LIMITED BY SHARES
RESOLUTIONS
of
BISICHI MINING PUBLIC LIMITED COMPANY
(the "Company")
(Passed on 7 June 2011)
At a general meeting of the Company duly convened and held on the above date, the following resolutions were passed as a special resolution;
SPECIAL RESOLUTIONS
$1212$ That:
$12.1$ subject to the passing of resolution 11 the directors shall have power under section 570 of the Companies Act 2006 (the "2006 Act") to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash by resolution 11 as if section 561 of the 2006 Act did not apply to any such allotment;
this power shall be limited:
to the allotment of equity securities in connection with an offer or issue of equity $(a)$ securities (but in the case of the authority granted under paragraph 11.1.2 of resolution 11, by way of a rights issue only); (i) ordinary shareholders in proportion (as nearly as may be) to their existing holdings; and (ii) holders of other equity securities, if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities; but subject to such exclusions and other arrangements as the directors may consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the requirements of any requiatory body or stock exchange) or any other matter; (b) the allotment of equity securities (otherwise than pursuant to paragraph 12.1 (a) of this resolution)
up to an aggregate nominal amount of £104,515 (representing approximately 10 per cent of the issued share capital of the Company);
- $12.2$ this power applies in relation to a sale of treasury shares which constitutes an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if the words "under the resolution conferred upon them by resolution 11" were omitted from the introductory wording to paragraph 12.1 of this resolution; and
- this power shall expire when the authority given by resolution 11 is revoked or expires save $12.3$ 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 that offer of agreement as if the power conferred hereby had not expired.
(Resolution 12)
$13.$ That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
(Resolution 13)
- $14.$ That, the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "2006 Act) to make market purchases (within the meaning section 693 of the 2006 Act) of ordinary shares of 10 pence each ("Ordinary Shares") in the capital of the Company provided that:
- $14.1$ the maximum number of Ordinary Shares which may be purchased is 1,045,150 (representing 10 per cent of the Company's existing issued ordinary share capital as at the date of the passing of this Resolution);
- $14.2$ the minimum price which may be paid for each Ordinary Share is 10 pence (exclusive of expenses) being the nominal value of each Ordinary Share;
- $14.3$ the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to 5 per cent above the average of the middle market quotation of an Ordinary Share of the Company for the 5 business days immediately preceding the day on which the Ordinary Share is contracted to be purchased;
- $14.4$ this authority shall expire at the conclusion of the next annual general meeting of the Company after passing this Resolution or 15 months whichever is the earlier (unless previously renewed, varied or revoked by the Company in general meeting; and
- $14.5$ the Company may, before such expiry, enter into one or more contracts to purchase Ordinary Shares under which such purchases may be completed or executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts.
(Resolution 14)
Heathelintis
H A Curtis Company Secretary 7 June 2011