Pre-Annual General Meeting Information • Dec 31, 2014
Pre-Annual General Meeting Information
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NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the GoldBridges Global Resources plc (the "Company") will be held at the offices of BDO LLP 55 Baler Street London, WIU 7EU on 11 June 2015 at 3:00pm in order to consider and, if thought fit, pass resolutions 1 to 8 as ordinary resolutions and resolution 9 as a special resolution:
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
b. in any other case, up to an aggregate nominal amount of £778,114.04 (such amount to be reduced by the nominal amount of any equity securities allotted under paragraph 8a. above in excess of £778,114.04),
provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is 18 months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting of the Company 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.
This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Relevant Securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
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but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any requiatory body or stock exchange; and
b. the allotment (otherwise than pursuant to paragraph 9a.above) of equity securities up to an aggregate nominal amount of £233,434.21.
The power granted by this resolution will expire on the date which is 18 months after the date on which this resolution is passed or, if earlier, 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.
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
By order of the Board
Rajinder Basra Company Secretary
Dated 30 April 2015
Registered Office: 28 Eccleston Square London SW1V INZ Company Number: 05048549
Only those shareholders registered in the Company's register of members at:
6.00 pm on Tuesday 9 June 2015; or,
shall be entitled to attend and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
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 and vote in person, your proxy appointment will automatically be terminated.
To appoint a proxy using the proxy form, the form must be:
In the case of a shareholder 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.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact the Registrar on +44 (0) 121 585 1131
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CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID 7RA11) no later than 3:00pm on 9 June 2015. or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Registrar on +44 (0) 121 585 1131.
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.
A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by:
sending a signed hard copy notice clearly revoking your proxy appointment to Neville Registrars, at 18 Laurel Lane, Halesowen, West Midlands B63 3DA. In the case of a shareholder 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 AND,
In either case, the revocation notice must be received by the Registrar no later than 3:00pm on 9 June 2015. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.
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The Company's website, www.goldbridgesplc.com will include information on the number of shares and voting rights.
Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:
answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (Nominated Person):
you may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights (Relevant Shareholder) to be appointed or to have someone else appointed as a proxy for the meeting;
· contact the Company by e-mail to [email protected]
You may not use any electronic address provided either:
An explanation of each of the resolutions is set out below.
Resolutions 1 to 8 will be proposed as ordinary resolutions and will be passed if more than 50% of shareholders' votes cast are in favour.
The directors of the Company (the 'Directors') must present their Annual Report and Accounts of the Company for the year ended 31 December 2014 (the 'Annual Report') to shareholders for formal adoption at the Annual General Meeting.
The Directors' Remuneration Report is set out in the Annual Report. In accordance with the provisions of the Act the Directors' Remuneration Report in the Annual Report contains:
The statement by the Remuneration Committee Chairman and the Annual Report on remuneration will be put to an annual advisory shareholder vote by ordinary resolution. The policy section of the Report, which sets out the Company's forward looking policy on Directors' remuneration (including the approach to payments to Directors for loss of office), is subject to a binding shareholder vote by ordinary resolution at least once every three years. The Act requires the Company to put the policy to shareholders for approval again no later than 31 December 2018.
Accordingly, Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report, other than the part containing the Directors' remuneration policy. Resolution 2 is an advisory resolution and does not affect the actual remuneration paid to any Director.
Resolution 3 is the ordinary resolution to approve the Directors' remuneration policy.
Under the Company's articles of association, one third of the Directors or, if their number is not a multiple of three, then the number nearest to but not less than one-third must retire from office and then stand for re-election.
Biographical details of directors to be re-elected are set out in the Annual Report and are also available for viewing on the Company's website at www.goldbridgesplc.com.
The Company is required to appoint auditors at each general meeting at which the annual accounts and report are to be laid before the Company, to hold office until the conclusion of the next such meeting. The Audit Committee has reviewed the effectiveness, independence and objectivity of the external auditors, BDO LLP, on behalf of the Board which now proposes their reappointment as auditors of the Company. Resolution 7 also authorises the Audit Committee of the Board, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.
As well as the ordinary business of the meeting outlined above, a number of special matters will be dealt with at the Annual General Meeting. Resolution 8 will be proposed as an ordinary resolution and will be passed if more than 50% of shareholders' votes cast are in favour. Resolution 9 will be proposed as a special resolution. For this resolution to be passed, at least 75% of shareholders' votes cast must be in favour.
At the 2014 Annual General Meeting held on 30 June 2014 the Directors were given authority to allot shares in the Company, and Resolution 8 seeks to renew this authority for a period until the date which is 18 months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting of the Company.
This resolution would give the Directors authority to allot ordinary shares, and grant rights to subscribe for or convert any security into shares in the Company, up to an aggregate nominal value of £778,114.04. This amount represents approximately one-third (33.33%) of the issued ordinary share capital of the Company, as at 29 April 2015, the last practicable date prior to the publication of this document. The Company does not currently hold any shares in treasury. The extent of the authority follows the quidelines issued by institutional investors.
The Directors consider that it is appropriate for this authority and these powers to be granted to preserve maximum flexibility for the future.
Section 561 of the Companies Act 2006 gives all shareholders the right to participate on a pro-rata basis in all issues of equity securities for cash, unless they agree that this right should be disapplied. The effect of this resolution is to empower the Directors, until the date which is 18 months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting of the Company, to allot equity securities for cash, without first offering them on a pro-rata basis to existing shareholders, but only up to a maximum nominal amount of £233,434.21 representing approximately 10% of the Company's issued ordinary share capital on 29 April 2015 (being the latest practicable date before the date of this document). In addition, the resolution empowers the Directors to deal with fractional entitlements and any practical problems arising in any overseas territory on any offer made on a pro-rata basis. The Directors consider that it is appropriate for this authority and these powers to be granted to preserve maximum flexibility for the future.
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The Notice of Annual General Meeting to which this Proxy Form relates and the Report and Accounts are available on the Company's website at www.hambledon-mining.com
Please complete and return this Form of Proxy to the Registrar at the address shown overleaf. If you wish to use an envelope, please address it to 'FREEPOST NEVILLE'. If it is posted outside the United
Kingdom, please retu
(Incorporated and Registered in England and Wales with Registered No. 5048549)
| I/We of of the Company and entitled to vote at the Annual General Meeting, hereby appoint |
being (a) member(s) | ||||||||||||||||
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| (Please only complete if appointing someone other than the Chairman of the Annual General Meeting) | |||||||||||||||||
| or failing him/her, the Chairman of the Meeting as my/our proxy, to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on 11 June 2015 at the offices of BDO LLP, 55 Baler Street, London, W1U 7EU at 3:00 p.m. and at any adjournment thereof. I/We direct my/our proxy to vote on the following resolutions as i /we have inidicated by marking the appropriate box with an X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and twe authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting (including any motion to amend any resolution or to adjourn the Annual General Meeting). |
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| Resolutions (*Special Resolution) | FOR | AGAINST | WITHHELD | FOR | AGAINST | WITHHELD | |||||||||||
| 1 | To receive the audited accounts and the reports of the Directors and auditors for the year ended 31 December 2014 |
8 | The directors be generally and unconditionally authorised to allot Relevant Securities |
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| 2 | To approve the Directors' Remuneration Report, excluding the Directors' Remuneration Policy, for the financial year ended 31 December 2014 |
That the directors be given the general power to allot equity securities for cash |
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| 3 | To approve the Directors' Remuneration Report policy, which takes effect immediately after the end of the Annual General Meeting on 11 June 2015 |
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| 4 | To re-elect Aidar Assaubayev as a Director of the Company | ||||||||||||||||
| 5 | To re-elect Ashar Qureshi as a Director of the Company | ||||||||||||||||
| 6 | To reappoint BDO LLP as the Company's auditors | ||||||||||||||||
| To authorise the Audit Committee of the Board to determine the auditors' remuneration |
Your personal proxy registration code is: ABCD-123-EFG | ||||||||||||||||
| If you are planning to attend the Annual General Meeting please tick the following box: | |||||||||||||||||
| Mark this box with an "X" if you are appointing more than one proxy : Signed |
Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote : |
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| Date: | $>123-0$ | EGISTRARS | |||||||||||||||
GoldBridges Global Resources plc
Name Address 1 Address 2 Address 3 Address 4 Address 5 Address 6 The Annual General Meeting will start at 3:00 p.m. and is being held on 11 June 2015 at the offices of BDO LLP, 55 Baler Street, London, W1U 7EU.
If you plan to attend the Annual General Meeting please bring this card with you to ensure you gain admission as quickly as possible.
Please present this card at the registration desk. It will be used to show that you have the right to attend, speak and vote at the Annual General Meeting.
Business Reply Plus Licence Number RSTY-SAKX-RZSL
Neville Registrars Limited Neville House 18 Laurel Lane Halesowen B63 3DA
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