AI assistant
Antofagasta PLC Proxy Solicitation & Information Statement 2014
4674_agm-r_2014-04-11_db23fff8-b498-4a3a-8b72-eaf1957b7072.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Notice of Annual General Meeting 21 May 2014
Antofagasta
Antofagasta plc Notice of Annual General Meeting 21 May 2014
Notice of Annual General Meeting 21 May 2014
ANTOFAGASTA PLC
(Incorporated in England and Wales with Registered No. 1627889)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents, you should consult a stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising in connection with shares and other securities.
If you have sold or otherwise transferred all of your shares in Antofagasta plc, please send this document, together with the enclosed form of proxy, to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected so that they can be passed to the person who now owns the shares.
This document should be read in conjunction with the Annual Report and Financial Statements of Antofagasta plc in respect of the year ended 31 December 2013. Please note that the Annual Report and Financial Statements are dated 17 March 2014 and, accordingly, do not reflect events after that date, including the appointment of Ms. V Blanlot as a Non-Executive Director by the Board on 27 March 2014.
Notice of Annual General Meeting to be held on 21 May 2014
Notice of the thirty-second Annual General Meeting of the Company to be held at 10.30 a.m. on 21 May 2014 at Church House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ may be found on pages 7 to 10.
The action to be taken by shareholders is set out on page 6. Shareholders of the Company are requested to complete, sign and submit the enclosed form of proxy in accordance with the instructions printed on it, whether or not they propose to attend the Annual General Meeting. To be valid, a form of proxy must be deposited (or submitted electronically at www.investorcentre.co.uk/eproxy) with the registrars of the Company, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event no later than 10.30 a.m. on 19 May 2014. CREST members wishing to use the CREST electronic appointment service are referred to Note 5 of the Notice of AGM on page 9. Completion of a form of proxy will not preclude a shareholder from attending the relevant meeting and voting in person. If you are not a shareholder of the Company but you have been nominated by a shareholder of the Company to enjoy information rights, you do not have a right to appoint a proxy, but you may have a right to be appointed as a proxy, or to give instructions as to the exercise of voting rights. A proxy form lodged electronically will be invalid unless it is lodged at the electronic address specified in this paragraph.
Antofagasta plc Notice of Annual General Meeting 21 May 2014
ANTOFAGASTA PLC
(Incorporated in England and Wales with Registered No. 1627889)
Directors:
Mr. J-P Luksic (Chairman)
Mr. W M Hayes (Non-Executive Director)
Mr. G S Menéndez (Non-Executive Director)
Mr. R F Jara (Non-Executive Director)
Mr. J G Claro (Non-Executive Director)
Mr. H Dryland (Non-Executive Director)
Mr. T C Baker (Non-Executive Director)
Mr. M L S De Sousa-Oliveira (Non-Executive Director)
Mr. N A Pizarro (Non-Executive Director)
Mr. A Luksic (Non-Executive Director)
Ms. V Blanlot (Non-Executive Director)
27 March 2014
Dear Shareholder
Annual General Meeting 2014
I am writing to inform you that the thirty-second Annual General Meeting of the Company (the "AGM") will be held at 10.30 a.m. on 21 May 2014 at Church House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ. The formal notice of the AGM and resolutions to be proposed are set out on pages 7 to 10.
The resolutions to be put to the AGM will address the following matters:
Annual Report and Financial Statements (Resolution 1)
Shareholders will be asked to receive and adopt the Annual Report and Financial Statements (the "Annual Report") of the Company for the year ended 31 December 2013, together with the Directors' and Auditors' Reports thereon. The financial statements contained in the Annual Report comply with International Financial Reporting Standards.
Remuneration Policy Report (Resolution 2)
There are new requirements this year in relation to the content and approval of the Directors' Remuneration Report, following changes made to the Companies Act 2006.
This resolution is to approve the Directors' Remuneration Policy Report (the "Remuneration Policy") which is included on pages 91 to 95 of the Annual Report. The Remuneration Policy forms the first part of the Directors' Remuneration Report and has been prepared in accordance with the requirements of section 421 of the Companies Act 2006 (and regulations made under that section).
The Companies Act 2006 requires the Company to seek shareholder approval of the Remuneration Policy at its first annual general meeting after the changes to the Companies Act 2006 have taken effect (and the Company is then required to seek shareholder approval of a remuneration policy at least every three years). Subject to shareholder approval, the Remuneration Policy will take effect from the end of the AGM with the intention that it will remain in place for three years. If the Company wishes to change the Remuneration Policy within that three year period, it will submit a revised remuneration policy to shareholders for approval.
Once the Remuneration Policy is approved, the Company will only make remuneration payments to current or prospective Directors or payments for loss of office to current or past Directors if the payment is in line with the Remuneration Policy or following specific approval by shareholder resolution.
Remuneration Report (Resolution 3)
This resolution is to approve the Directors' Remuneration Report, other than the part that contains the Remuneration Policy (which is the subject of Resolution 2). The Directors' Remuneration Report is included on pages 96 to 100 of the Annual Report and has been prepared in accordance with the requirements of section 421 of the Companies Act 2006 (and regulations made under that section) and the UK Corporate Governance Code.
The vote upon this resolution is advisory. It is not specific to individual levels of remuneration and the Directors' entitlement to remuneration is not conditional on it.
Antofagasta plc Notice of Annual General Meeting 21 May 2014 3
Declaration of a final dividend (Resolution 4)
The Company requires shareholder consent to pay a final dividend. If approved, a final dividend of 86.1 cents per ordinary share will be paid on 23 May 2014 to shareholders on the register at close of business on 25 April 2014. An interim dividend of 8.9 cents per ordinary share was paid on 10 October 2013. This gives total dividends per ordinary share proposed in relation to 2013 of 95 cents per share. The total amount of dividends to ordinary shareholders proposed in relation to 2013 will be US$936.6 million.
Re-election of all Directors (Resolutions 5 to 15)
In accordance with Principle B.7 of the UK Corporate Governance Code, all the Directors will retire and, being eligible, will offer themselves for re-election.
Ms. V Blanlot was appointed a Non-Executive Director by the Board on 27 March 2014. In accordance with the Company's Articles of Association, such an appointment made by the Board expires on the dissolution of the next Annual General Meeting unless the Director is appointed at that meeting. As explained above, Ms. Blanlot will offer herself for re-election. The Board believes that Ms. Blanlot's extensive experience across the energy, mining, water and environmental sectors will greatly benefit the Company as it continues to enhance its business strategy.
The Board has confirmed, following individual performance reviews of all the Directors (other than Ms. Blanlot, who was only appointed on 27 March 2014), that all of them continue to perform effectively and demonstrate commitment to their roles. The Board is satisfied that Ms. Blanlot will perform effectively and demonstrate commitment to her role. Further details of the performance evaluation is set out on page 83 of the Annual Report.
Brief biographical details of all Directors are set out below:
Mr. J-P Luksic is Executive Chairman and Chairman of the Nomination Committee. He was appointed a Director in 1990 and has over twenty years of experience with Antofagasta. Prior to his appointment as Chairman in 2004 he was Chief Executive Officer of Antofagasta Minerals S.A., in which capacity he oversaw the development of the Los Pelambres and El Tesoro mines. He plays a key role in shaping the strategic direction of the Group, and leading the Board. He holds a B.Sc. degree in management and science from the London School of Economics. He is chairman of the Consejo Minero, the industry body representing the largest international mining companies operating in Chile, and is a non-executive director of Quiñenco S.A. and other listed companies in the Quiñenco group including Banco de Chile and Sociedad Matriz SAAM S.A.. Mr. J-P Luksic will be 49 at the date of the AGM.
Mr. W M Hayes was appointed a Non-Executive Director in 2006. He is the Senior Independent Director, Chairman of the Audit & Risk Committee and sits on the Remuneration & Talent and Nomination Committees. He has held a wide range of finance and operational roles in the copper and gold mining industries, in Chile and North America. He was previously a senior executive with Placer Dome Inc. from 1988 to 2006. He is a former president of the Consejo Minero, the industry body representing the largest international mining companies operating in Chile, and former president of the Gold Institute in Washington, D.C. He holds a B.A. degree in Political Science from the University of San Francisco and an M.A. degree in International Management from the Thunderbird School of Global Management. He is lead independent director of Royal Gold Inc. Mr. Hayes will be 69 at the date of the AGM.
Mr. G S Menéndez was appointed a Non-Executive Director in 1985 and has extensive experience in commercial and financial businesses across Latin America. He holds a degree in business administration from the Universidad de Chile and is a public accountant. He is a director of several companies including Quiñenco S.A. and Banco de Chile and is chairman of the board of directors of Banco Latinoamericano de Comercio Exterior S.A. (Bladex). Mr. Menéndez will be 65 at the date of the AGM.
Mr. R F Jara was appointed a Non-Executive Director in 2003. He is Chairman of the Sustainability and Stakeholder Management Committee and is a lawyer with wide-ranging legal and commercial experience in Chile. He is a director of several companies including Empresa Nacional del Petróleo. He is chairman of the Fundación Minera Los Pelambres and a director of the Fundación Andrónico Luksic A., which are charitable foundations in Chile. Mr. Jara will be 61 at the date of the AGM.
Mr. J G Claro was appointed a Non-Executive Director in 2005. He sits on the Remuneration & Talent, Nomination and Sustainability & Stakeholder Management Committees, has extensive industrial experience in Chile, and has played an active role in the representation of Chilean industrial interests within the country and internationally. He is a former chairman of the Sociedad de Fomento Fabril (Chilean Society of Industrialists), the Confederación de la Producción y del Comercio (Confederation of Chilean Business) and the Consejo Binacional de Negocios Chile-China (Council for Bilateral Business Chile-China). He is currently chairman of Coca-Cola Andina S.A. and Energia Coyanco S.A., and is a director of several other companies in Chile, including Entel Chile S.A. Empresas Cementos Melon and Agrosuper. He is also a member of the governing board of Centro de Estudios Públicos, a non-profit academic foundation in Chile. Mr. Claro will be 63 at the date of the AGM.
Antofagasta plc Notice of Annual General Meeting 21 May 2014
Notice of Annual General Meeting 21 May 2014 continued
Mr. H Dryland was appointed a Non-Executive Director in 2011. He has extensive expertise in corporate finance and mergers and acquisitions within the mining sector, with over 25 years of investment banking experience in natural resources with the Rothschild group. Prior to joining Rothschild he practised law in the United States, specialising in the natural resources and infrastructure sectors, and before that worked in the energy group at the World Bank. He holds Masters Degrees in Business and Comparative Law from the University of Warwick (UK) and the George Washington University (US) respectively. He is an Executive Vice-Chairman at Rothschild, and is global head of Rothschild's investment banking activities in the mining and metals sector. Mr. Dryland will be 58 at the date of the AGM.
Mr. T C Baker was appointed a Non-Executive Director in 2011. He is Chairman of the Remuneration & Talent Committee and sits on the Audit & Risk and Sustainability and Stakeholder Management Committees. He has significant mining operational experience, across North and South America and Africa. He was previously executive vice-president and chief operating officer at Kinross Gold Corporation, and prior to that was executive general manager of Placer Dome Chile. He has previously managed mining operations in Chile, the United States, Tanzania and Venezuela and held geological and production roles in Kenya and Liberia. He has a B.Sc. in Geology from Edinburgh University and is an ICD.D of Canada. He is chairman of Golden Star Resources, and a director of Augusta Resource Corporation. Mr. Baker will be 62 at the date of the AGM.
Mr. M L S De Sousa-Oliveira was appointed a Non-Executive Director in 2011. He sits on the Audit & Risk Committee and has over 35 years' experience in the mining industry, in corporate finance, operational and strategic roles. He held various senior executive positions within the Anglo American group and the De Beers group, including Executive Director – Corporate Finance and Head of Strategy and Business Development of De Beers S.A. He holds a B.Com degree from the University of Natal (Durban) with postgraduate qualifications in Accounting and Economics. He is a Chartered Accountant and Chartered Management Accountant. He is a non-executive director of Ferrous Resources Limited and Dominion Diamond Corporation. Mr. De Sousa-Oliveira will be 62 at the date of the AGM.
Mr. N A Pizarro was appointed a Non-Executive Director in 2012. He is a mining engineer and has held various senior executive positions in the mining sector in Chile, both in project and operational roles. Previous roles include CEO of Division Andina and Chuquicamata (both for Codelco). Between 1997 and 2003 he worked for the Antofagasta Group, firstly as CEO of Minera Los Pelambres during its construction and start-up, and then as mining vice-president of Antofagasta Minerals S.A.. Between 2003 and 2006 he worked for Codelco Chile, as Corporative Vice-President of the Codelco Norte Division. He holds a Civil Mining Engineering degree from the Universidad de Chile. He is currently CEO of Minera Lumina Copper Chile S.A. and is in charge of the construction of the Caserones Project. Mr. Pizarro will be 73 at the date of the AGM.
Mr. A Luksic was appointed a Non-Executive Director in 2013. He has extensive experience across a range of business sectors throughout Chile and Latin America. He is Chairman of Quiñenco S.A. and Chairman of Compañía Cervecerías Unidas S.A. He is also the Vice Chairman of both Banco de Chile and Compañía Sudamericana de Vapores S.A., and a director of Invexans S.A. (previously Madeco), all of which are listed companies in the Quiñenco group. He is also a director of Nexans SA, a company listed on NYSE Euronext Paris. Mr. A Luksic will be 60 at the date of the AGM.
Ms. V Blanlot was appointed a Non-Executive Director in 2014. She is an economist with extensive experience across the energy, mining, water and environmental sectors and has worked in the public and private sector in Chile. She served as Executive Director of the Environmental Agency in Chile (Comisión Nacional de Medio Ambiente) from 1995 to 1997, Undersecretary of Energy (Comisión Nacional de Energía) from 2000 to 2003 and Minister of Defence from 2006 to 2007, among other relevant positions. Ms. Blanlot is currently a non-executive director of Colbún S.A., an energy company listed on the Santiago stock exchange. She is also a member of the Transparency Council (Consejo Para La Transparencia), the Chilean body responsible for enforcing transparency in the public sector. Ms. Blanlot has a degree in economics from the Pontificia Universidad Católica de Chile and an MA in Applied Economics from the American University of Washington, DC. Ms. Blanlot will be 59 at the date of the AGM.
Re-appointment of Auditors and Auditors' Remuneration (Resolutions 16 and 17)
The Company is required at each general meeting at which financial statements are presented to appoint auditors to hold office until the next such meeting. Deloitte LLP has indicated its willingness to continue in office. Accordingly, Resolution 16 re-appoints Deloitte LLP as auditors to the Company and Resolution 17 authorises the Directors to fix the remuneration of the auditors. It is currently envisaged that the Company will conduct a tender process for external audit services to be carried out prior to the 2015 annual general meeting. Further details can be found on page 87 of the Annual Report.
Antofagasta plc Notice of Annual General Meeting 21 May 2014 5
Authority to Allot (Resolution 18)
The Companies Act 2006 prevents the Directors from allotting unissued shares of the Company unless they are authorised to do so by the shareholders in a general meeting or by the Articles of Association. At the 2013 annual general meeting, in line with guidance issued by the Association of British Insurers (the "ABI") in force at the time (and which continues to apply), a resolution was passed granting the Directors authority to allot ordinary shares:
(A) up to an aggregate nominal amount equal to £16,430,945 (representing 328,618,900 ordinary shares of 5p each), which represented approximately one-third of the issued ordinary share capital of the Company as at 8 April 2013; and
(B) up to an aggregate nominal amount equal to £32,861,890 (representing 657,237,800 ordinary shares of 5p each), as reduced by the nominal amount of any shares issued under the paragraph of the resolution described in (A) above, which amount (before any reduction) represented approximately two-thirds of the issued ordinary share capital of the Company as at 8 April 2013.
In Resolution 18, the Directors are seeking to replace these existing authorities with new authorities on substantially the same terms. The new authorities will last until the earlier of 30 June 2015 (the last date by which the Company must hold an annual general meeting in 2015) and the conclusion of the annual general meeting of the Company to be held in 2015. The Directors have no present intention to exercise either of the authorities sought under this resolution.
If the Directors do exercise the authority conferred by paragraph (B) of Resolution 18 (as described in paragraph (B) above), the Directors intend to follow ABI recommendations as regards its use.
As at 26 March 2014 (being the last business day prior to the date of this notice), no ordinary shares are held by the Company in treasury. The issued ordinary share capital of the Company has not changed since 8 April 2013.
Power of the Company to issue shares other than pro rata to its existing shareholders (Resolution 19)
The Companies Act 2006 prevents the Directors from issuing equity securities of the Company for cash other than pro rata to ordinary shareholders unless they are empowered to do so by special resolution or by the Articles of Association. This resolution, which is proposed as a special resolution, would give the Directors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
Except as provided in the next paragraph, this authority would be similar to previous authorities, limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £2,464,641 (representing 49,292,820 ordinary shares). This aggregate nominal amount represents slightly less than 5 per cent of the issued ordinary share capital of the Company as at 26 March 2014 (being the last business day prior to the date of this notice).
Allotments made under the authorisation in paragraph (B) of Resolution 18 (as described in paragraph (B) above) would be limited to allotments by way of a rights issue only (subject to the right of the Board to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters).
The authority will expire at the earlier of 30 June 2015 (the last date by which the Company must hold an AGM in 2015) and the conclusion of the annual general meeting of the Company to be held in 2015.
Power of the Company to purchase its own shares (Resolution 20)
At the annual general meeting held on 12 June 2013, the Company was granted authority to purchase up to 98,585,669 of its own ordinary shares (which represented 10 per cent. of the issued ordinary share capital of the Company).
The Directors now propose that this authority should be renewed.
The Directors believe that it is in the best interests of the shareholders that the Company has the flexibility to make market purchases of ordinary shares. The Directors intend to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and is in the best interests of shareholders generally. Any ordinary shares purchased in this way will either be cancelled or held in treasury. The resolution, which is proposed as a special resolution, specifies not only the maximum number of ordinary shares that the Company may acquire, but also the maximum and minimum prices at which they may be bought. The authority is intended to last until the earlier of 30 June 2015 (the last date by which the Company must hold an annual general meeting in 2015) and the conclusion of the annual general meeting of the Company to be held in 2015. It is the Directors' intention to renew such authority at each further annual general meeting of the Company.
Antofagasta plc Notice of Annual General Meeting 21 May 2014
Notice of Annual General Meeting 21 May 2014 continued
Notice of General Meetings (Resolution 21)
The Shareholder Rights Directive was implemented in the United Kingdom in August 2009 by the Shareholder Rights Regulations. One of the requirements of the Regulations is that all general meetings must be held on 21 days' notice unless shareholders agree on an annual basis to a shorter notice period. Prior to August 2009, the Company was able to hold general meetings (other than annual general meetings) on 14 days' notice under its Articles of Association. A resolution to preserve that flexibility was passed at the annual general meeting held in 2009, and at each annual general meeting held since. This resolution, which is proposed as a special resolution, will renew the approval of the shorter notice period.
The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the annual general meeting to be held in 2015, when it is intended that a similar resolution will be proposed.
In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting in accordance with the Companies Act 2006.
Action to be Taken
You will find enclosed a form of proxy for use at the AGM. Please complete, sign and submit the enclosed form as soon as possible in accordance with the instructions printed on it, whether or not you intend to be present at the AGM. The form of proxy should be deposited (or submitted electronically at www.investorcentre.co.uk/eproxy) with the registrars of the Company, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event no later than 10.30 a.m. on 19 May 2014. CREST members wishing to use the CREST electronic appointment service are referred to Note 5 of the Notice of AGM on page 9. Completion of a form of proxy will not prevent you from attending in person and voting at the relevant meeting should you subsequently decide to do so. A proxy form lodged electronically will be invalid unless it is lodged at the electronic address specified in this paragraph.
Recommendation
Your Directors consider that the proposals described in this letter are in the best interests of shareholders as a whole and unanimously recommend shareholders to vote in favour of the resolutions to be proposed at the AGM.
Yours sincerely
J-P Luksic
Chairman
Inspection of documents
Copies of the letters of appointment for, and contracts of services with, Directors will be available for inspection at:
- the Company's registered office at Cleveland House, 33 King Street, London SW1Y 6RJ from the date this circular is dispatched to shareholders until the end of the AGM; and
- Church House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ from 15 minutes before the AGM until the end of that meeting.
Antofagasta plc Notice of Annual General Meeting 21 May 2014 7
Antofagasta plc
Notice is hereby given that the thirty-second Annual General Meeting (the "meeting") of the Company will be held at Church House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ on 21 May 2014 at 10.30 a.m. for the following purposes:
Ordinary Resolutions
To consider and, if thought fit, pass the following ordinary resolutions:
- to receive and adopt the Directors' and Auditors' Reports and the Financial Statements for the year ended 31 December 2013;
- to approve the Directors' Remuneration Policy Report, the full text of which is set out in the Directors' Remuneration Report for the year ended 31 December 2013;
- to approve the Directors' Remuneration Report for the year ended 31 December 2013 (excluding the Directors' Remuneration Policy Report);
- to declare a final dividend;
- to re-elect Mr. J-P Luksic as a Director;
- to re-elect Mr. W M Hayes as a Director;
- to re-elect Mr. G S Menéndez as a Director;
- to re-elect Mr. R F Jara as a Director;
- to re-elect Mr. J G Claro as a Director;
- to re-elect Mr. H Dryland as a Director;
- to re-elect Mr. T C Baker as a Director;
- to re-elect Mr. M L S De Sousa-Oliveira as a Director;
- to re-elect Mr. N A Pizarro as a Director;
- to re-elect Mr. A Luksic as a Director;
- to re-elect Ms. V Blanlot as a Director;
- to re-appoint Deloitte LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the accounts are laid before the Company;
-
to authorise the Directors to fix the remuneration of the auditors; and
-
THAT, in substitution for all existing authorities, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares (as defined in section 540 of the Companies Act 2006) in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
(A) up to an aggregate nominal amount of £16,430,945 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (B) of this Resolution 18 in excess of £16,430,945); and
(B) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £32,861,890 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (A) of this Resolution 18) in connection with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities (as defined in section 560(1) of the Companies Act 2006) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,
such authorities to apply until the end of the Company's next annual general meeting to be held in 2015 (or, if earlier, until the close of business on 30 June 2015) but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 18 to the nominal amount of rights to subscribe for or to convert any securities into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.
Antofagasta plc Notice of Annual General Meeting 21 May 2014
Notice of Annual General Meeting 21 May 2014 continued
Special Resolutions
To consider and, if thought fit, pass the following special resolutions:
- THAT, in substitution for all existing powers and subject to the passing of Resolution 18, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 18 and/or pursuant to section 573 of the Companies Act 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such power to be limited:
(A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (B) of Resolution 18, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities (as defined in section 560(1) of the Companies Act 2006), as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(B) to the allotment of equity securities pursuant to the authority granted by paragraph (A) of Resolution 18 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (A) of this Resolution 19) up to a nominal amount of £2,464,641,
such power to apply until the end of the Company's next annual general meeting to be held in 2015 (or, if earlier, until the close of business on 30 June 2015) but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.
- THAT the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 5p in the capital of the Company ("Ordinary Shares") provided that:
(A) the maximum aggregate number of Ordinary Shares authorised to be purchased is 98,585,669 (representing 10% of the issued ordinary share capital);
(B) the minimum price which may be paid for an Ordinary Share is 5p;
(C) the maximum price which may be paid for an Ordinary Share is an amount equal to 105% of the average of the middle market quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased;
(D) this authority expires at the conclusion of the next annual general meeting of the Company to be held in 2015 or on 30 June 2015, whichever is earlier; and
(E) the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of Ordinary Shares in pursuance of any such contract.
- THAT a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.
By Order of the Board
For and on behalf of
Petershill Secretaries Limited
Secretary
27 March 2014
Registered Office:
Cleveland House
33 King Street
London SW1Y 6RJ
Antofagasta plc Notice of Annual General Meeting 21 May 2014 9
Notes – General Information
(1) A shareholder of the Company is entitled to appoint a proxy to exercise all or any of his/her rights to attend, speak and vote on their behalf at the meeting of the Company. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by that shareholder. A proxy form which may be used to make such an appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the registrars of the Company, Computershare Investor Services PLC on +44 87 0702 0159.
(2) To be valid, the purple-striped (or, for preference shareholders, blue-striped) form of proxy and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited (or submitted electronically at www.investorcentre.co.uk/epoxy) with the registrars of the Company, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 10.30 a.m. on 19 May 2014. Completion and return of the form of proxy (or any CREST Proxy Instructions (as described in Note 5 below)) will not preclude a shareholder from attending and voting in person at the meeting if he/she wishes to do so. A proxy form lodged electronically will be invalid unless it is lodged at the electronic address specified in this Note 2.
(3) Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
(4) The statement of rights of shareholders in relation to the appointment of proxies in Notes 1 and 2 above does not apply to Nominated Persons. The rights described in these notes can only be exercised by a shareholder of the Company.
(5) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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 or instruction 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 specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). 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 Company’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in the notice of 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 Application Host) from which the Company’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 Euroclear UK & Ireland Limited 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.
(6) To be entitled to attend and vote at the meeting (and for the purposes of determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 10.30 a.m. on 19 May 2014 (or, in the event of an adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline will be disregarded in determining the rights of any person to attend or vote at the meeting.
(7) All resolutions at the AGM will again be decided by a poll this year instead of on a show of hands. On a poll, shareholders’ votes are counted according to the number of shares held, ensuring an exact result.
Antofagasta plc Notice of Annual General Meeting 21 May 2014
Notice of Annual General Meeting 21 May 2014 continued
(8) Under section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or section 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
(9) Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
(10) A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.antofagasta.co.uk.
(11) Under section 338 and section 338A of the Companies Act 2006, shareholders meeting the threshold requirements in those sections have the right to require the Company (i) to give, to shareholders of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 7 April 2014, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
(12) At 26 March 2014 (being the last business day prior to the date of this notice), the issued share capital of the Company consisted of 985,856,695 ordinary shares carrying one vote each and 2,000,000 5 per cent cumulative preference shares carrying 100 votes each on a poll. Therefore, the total voting rights in the Company as at 26 March 2014 were 1,185,856,695.
Antofagasta plc Notice of Annual General Meeting 21 May 2014 11
Shareholder Information
Dividends
Details of dividends proposed in relation to the year are given on page 101 of the Annual Report, and in Note 12 to the financial statements.
If approved at the Annual General Meeting, the final dividend of 86.1 cents will be paid on 23 May 2014 to ordinary shareholders that are on the register at the close of business on 25 April 2014. Shareholders can elect (on or before 28 April 2014) to receive this final dividend in US Dollars, Pounds Sterling or Euro, and the exchange rate which will be applied to final dividends to be paid in Pounds Sterling or Euro will be set as soon as reasonably practicable after that date (which is currently anticipated to be on 1 May 2014).
Further details of the currency election timing and process (including the default currency of payment) are available on the Antofagasta plc website (www.antofagasta.co.uk) or from the Company's registrar, Computershare Investor Services PLC on +44 87 0702 0159.
Dividends are paid gross without deduction of United Kingdom income tax. Antofagasta plc is not resident in the United Kingdom for tax purposes and dividends paid by Antofagasta are treated in the same way as dividends received from any other foreign company.
Annual General Meeting
The Annual General Meeting will be held at Church House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ at 10.30 a.m. on Wednesday, 21 May 2014. The formal notice of the Annual General Meeting and resolutions to be proposed are set out on pages 7 to 10.
London Stock Exchange Listing and Share Price
The Company's ordinary shares are listed on the London Stock Exchange ("LSE").
The Company's American Depositary Receipts ("ADRs") also trade on the over-the-counter market in the United States. Each ADR represents the right to receive two ordinary shares.
The following table shows the highest and lowest closing market quotations for Antofagasta plc ordinary shares on the LSE during 2013, the opening market quotation as at 2 January 2013 (the first trading day) and the closing market quotation as at 31 December 2013 (the last trading day):
| 31 December 2013 (last trading day) | 824p |
|---|---|
| 2013 – high | 1,381p |
| 2013 – low | 754p |
| 2 January 2013 (first trading day) | 1,381p |
Shareholder Calendar 2014
| 23 April 2014 | Ex Dividend Date for 2013 Final Dividend |
|---|---|
| 25 April 2014 | Record Date for 2013 Final Dividend |
| 28 April 2014 | Final Date for Receipt of 2013 |
| Final Dividend Currency Elections | |
| 30 April 2014 | Quarterly Production Report – Q1 2014 |
| 1 May 2014 | Pound Sterling / Euro Rate Set for 2013 Final Dividend |
| 21 May 2014 | Annual General Meeting |
| 23 May 2014 | Payment Date for 2013 Final Dividend |
| 30 July 2014 | Quarterly Production Report – Q2 2014 |
| 27 August 2014 | Interim Results Announcement – Half Year 2014 |
| 17 September 2014 | Ex Dividend Date for 2014 Interim Dividend |
| 19 September 2014 | Record Date for 2014 Interim Dividend |
| 22 September 2014 | Final Date for Receipt of Interim |
| Dividend Currency Elections | |
| 25 September 2014 | Pound Sterling / Euro Rate Set |
| for 2014 Interim Dividend | |
| 9 October 2014 | Payment Date for 2014 Interim Dividend |
| 29 October 2014 | Quarterly Production Report – Q3 2014 |
Dates are provisional and subject to change.
Electronic Communication
Shareholders may elect to receive communications from the Company electronically via e-mail and the internet. Electronic communication provides a saving in terms of both costs and environmental resources. To register for the service, shareholders should log on to www.investorcentre.co.uk.
Electronic Proxy Voting
To lodge your proxy vote for the AGM via the internet, log on to: www.investorcentre.co.uk/eproxy. You will need the Control Number, Shareholder Reference Number and Personal Identification Number printed on your Form of Proxy.
Online Shareholding Details
Shareholders can view and maintain their shareholding details online, at: www.investorcentre.co.uk
Shareholders are able to:
- update their contact address and personal details;
- view details of their shareholding, view dividends and update bank details;
- access current and historical market prices for the past 20 days.
Antofagasta plc Notice of Annual General Meeting 21 May 2014
Shareholder information continued
Unsolicited Mail
Under UK law, the Company is obliged to make its share register available to third parties upon payment of the appropriate statutory fee. Because of this, some shareholders may receive unsolicited mail. Shareholders in the UK who wish to limit the receipt of unsolicited mail should register with The Mailing Preference Service at www.mpsonline.org.uk or telephone +44 84 5703 4599. You may still, however receive mail from organisations that do not subscribe to the service.
Identity Theft
There is a growing trend for criminals to target personal information which may put your shareholding at risk. In order to protect yourself, you should consider the following precautions:
- Ensure all certificates are kept in a safe place or hold shares electronically in CREST;
- Keep correspondence from the Company's registrar containing the shareholder reference number in a safe place, or destroy this information by shredding it. Shareholders who have their dividends mandated to their bank accounts should take particular care with tax vouchers as these contain details of their bank account number and sort code;
- If moving house, the Company's registrar should be informed. If a letter is received from the Company's registrar regarding a change of address and no move has taken place, the Company's registrar should be informed;
- Dividend payment dates should be known in advance particularly in the case of receiving dividend cheques. Dividends received electronically may reduce the risk of fraud.
Shareholder Enquiries
Enquiries relating to shareholdings should be made to the Company's Registrars, Computershare Investor Services PLC at the address set out further below.
Share Dealing
Our Registrar, Computershare Investor Services PLC offer a range of share dealing services; you can buy or sell shares in certificated format and dispose of or increase holdings that are held in a Computershare nominee account.
Internet Dealing
www.computershare.com/sharedealingcentre
Telephone Dealing
+44 87 0703 0084
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZY
United Kingdom
Tel: +44 87 0702 0159
www.computershare.com
Website
Antofagasta plc's annual and half yearly financial reports, press releases and other presentations are available on the Group's website at www.antofagasta.co.uk.
Registered Office
Cleveland House
33 King Street
London
SW1Y 6RJ
United Kingdom
Tel: +44 20 7808 0988
Santiago Office
Antofagasta Minerals S.A.
Av. Apoquindo 40001 – Piso 18
Santiago
Chile
Tel: +562 2798 7000
Registered Number
1627889
Antofagasta plc
Cleveland House
33 King Street
London
SW1Y 6RJ
United Kingdom
ANTOFAGASTA PLC
Visit www.antofagasta.co.uk
for up-to-date investor information including
our past financial results.