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Kenmare Resources — AGM Information 2015
May 28, 2015
1968_dva_2015-05-28_8e9ac31c-e0de-416c-b001-6c48a4d8b8bc.pdf
AGM Information
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Kenmare Resources plc
Website: www.kenmareresources.com Email: [email protected]
Chatham House, Chatham St, Dublin 2, Ireland. Tel: +353 1 671 0411 Fax: +353 1 671 0810 Rua de Chuindi No.67, Maputo, Mozambique. Tel: +258 21 499 701 Fax: +258 21 499 731
Kenmare Resources plc ("Kenmare" or "the Company")
28 May 2015
Kenmare AGM Results
At the Annual General Meeting of Kenmare Resources plc held today at The Westbury Hotel, Grafton Street, Dublin 2, Ireland, all of the resolutions detailed below were passed by shareholders.
ORDINARY BUSINESS
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To consider the Directors' Report, the Financial Statements and the Independent Auditors' Report thereon for the year ended 31 December 2014.
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To consider the Directors' Remuneration Report as set out on pages 51 to 64 of the Annual Report for the year ended 31 December 2014.
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To re-elect the following Directors: (a) Ms. S. Bianchi (b) Mr. M. Carvill (c) Mr. T. Fitzpatrick (d) Ms. E. Headon (e) Mr. A. Lowrie (f) Mr. T. McCluskey (g) Mr. S. McTiernan (h) Mr. G. Smith (each of which proposed as a separate resolution).
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To authorise the Directors to fix the remuneration of the Auditors.
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To consider and, if thought fit, pass the following resolution as a special resolution:
That, for the purpose of article 50(a) of the Articles of Association of the Company, the Directors be and are hereby generally and unconditionally authorised to call a general meeting, other than an annual general meeting or a meeting for the passing of a special resolution, on not less than 14 days' notice. The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company after the date of the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting.
SPECIAL BUSINESS
- To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, in substitution for all existing authorities of the Directors pursuant to section 20 of the Companies (Amendment) Act 1983, the Directors be and are hereby generally and unconditionally authorised pursuant to Section 20 of the Companies (Amendment) Act 1983 to exercise all powers of the Company to allot relevant securities (within the meaning of Section 20 of the Companies (Amendment) Act 1983) up to an aggregate
nominal amount equal to €55,639,000. The authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 28 August 2016 (unless previously renewed, varied or revoked by the Company in general meeting) provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority hereby conferred has expired.
With the commencement of the Companies Act 2014, the authority conferred by this resolution shall be applied as if the references to Section 20 of the Companies (Amendment) Act 1983 in this resolution are deemed to refer to Section 1021 of the Companies Act 2014.
- To consider and, if thought fit, pass the following resolution as a special resolution:
That, in substitution for all existing authorities of the Directors pursuant to section 24 of the Companies (Amendment) Act 1983 and subject to the passing of resolution 6 above, the Directors be and they are hereby empowered pursuant to Section 24(1) of the Companies (Amendment) Act, 1983 to allot equity securities (as defined by Section 23 of the Companies (Amendment) Act, 1983) for cash pursuant to the authority
conferred by Resolution 6 above as if sub-Section (1) of the said Section 23 did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities:-
(a) in connection with any offer of securities open for any period fixed by the Directors by way of rights issue, open offer or other invitation to, or in favour of, holders of ordinary shares and holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary but subject to such exclusions or arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal, regulatory or practical problems under the laws of, or the requirements of any recognised body or stock exchange in, any territory; and
(b) (in addition to the power conferred by paragraph (a) of this resolution), up to a maximum aggregate nominal value equal to the nominal value of 5% of the issued ordinary share capital as at the close of business on the date of passing of this resolution.
The power hereby conferred shall expire on the date of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, 28 August 2016 (unless previously renewed, varied or revoked by the Company in general meeting) 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.
With the commencement of the Companies Act 2014, the power conferred by this resolution shall be applied as if the references to Sections 23 and 24 of the Companies (Amendment) Act 1983 in this resolution are deemed to refer to their equivalent provisions in Sections 1022 and 1023 of the Companies Act 2014.