REABOLD RESOURCES PLC — AGM Information 2014

Apr 24, 2014

Amsterdam, 24 April 2014

Resolutions Passed at the Annual General Meeting of Shareholders of New World Resources Plc ('NWR') on 24 April 2014

The Company Secretary of NWR hereby certifies that the following resolutions were passed at the Annual General Meeting of Shareholders of NWR held at the NWR corporate office, Jachthavenweg 109h, 1081 KM Amsterdam, the Netherlands at 10:00 (CET) on 24 April 2014:

Resolution 1: Approval of the Annual Report and Accounts 2013, and the Reports of the directors and auditors

To receive and adopt the Annual Report and Accounts 2013 of the Company, and the reports of the directors and auditors thereon, for the year ended 31 December 2013. The report of the directors and the audited accounts have been approved by the directors, and the report of the auditors has been approved by the auditors, and a copy of each of these documents may be found in the Annual Report and Accounts 2013, starting at page 112.

• Resolution 2: Re-election of Gareth Penny as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Gareth Penny as a director.
• Resolution 3: Re-election of Marek Jelínek as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Marek Jelínek as a director.
• Resolution 4: Re-election of Zdenek Bakala as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Zdenek Bakala as a director.
• Resolution 5: Re-election of Peter Kadas as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Peter Kadas as a director.
• Resolution 6: Re-election of Pavel Telicka as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Pavel Telicka as a director.
• Resolution 7: Re-election of Bessel Kok as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Bessel Kok as a director.

Resolution 8: Re-election of Steven Schuit as a Director

To re-elect, with effect from the conclusion of the Annual General Meeting, Steven Schuit as a director.

Resolution 9: Re-election of Paul Everard as a Director

To re-elect, with effect from the conclusion of the Annual General Meeting, Paul Everard as a director.

• Resolution 10: Re-election of Barry Rourke as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Barry Rourke as a director.
• Resolution 11: Re-election of Hans-Jörg Rudloff as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Hans-Jörg Rudloff as a director.
• Resolution 12: Re-election of Alyson Warhurst as a Director To re-elect, with effect from the conclusion of the Annual General Meeting, Alyson Warhurst as a director.

Resolution 13: Election of KPMG LLP as auditors To appoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.

• Resolution 14: Authorisation of the Directors to determine the remuneration of auditors To authorise the directors to determine the remuneration of the auditors.
• Resolution 15: Approval of the policy section of the Directors' Remuneration Report To approve the policy section of the directors' Remuneration Report (on pages 99 to 104 of the Annual Report and Accounts 2013).
• Resolution 16: Approval of the Directors' Remuneration Report To approve the directors' Remuneration Report excluding the policy section (on pages 104 to 110 of the Annual Report and Accounts 2013) for the year ended 31 December 2013.

Resolution 17: Authorisation of the Directors to allot shares

That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the capital of the Company (subject to the approval of a meeting of holders of "B" ordinary shares of EUR 0.40 each ("B Shares") or a notice in writing signed by the majority of the holders of B Shares in the case of an allotment of, or grant of rights to subscribe for, or convert any other securities into, B Shares):

(i) up to a nominal amount of EUR 34,945,963; and

(ii) comprising equity securities (as defined in Section 560(1) of the 2006 Act) (other than B Shares) up to a further nominal amount of EUR 34,945,963 in connection with an offer by way of a rights issue,

on terms that such authorities are to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and are to expire at the end of the next Annual General Meeting or on 30 June 2015, whichever is the earlier, but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into such nominal amount of shares to be granted after the authority ends and for the purposes of this resolution, "rights issue" means an offer to:

• (a) holders of ordinary shares in the capital of the Company (other than B Shares) in proportion (as nearly as may be practicable) to their existing holdings; and
• (b) holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary or appropriate, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

Special Resolutions:

Resolution 18: Authorisation of the Directors to disapply pre-emption rights

• That subject to the passing of resolution 17 above, the directors be unconditionally empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) (subject to the approval of a meeting of holders of B Shares or a notice in writing signed by the majority of the holders of B Shares in the case of an allotment of, or grant of rights to subscribe for, or convert any other securities into, B Shares) wholly for cash:
• (a) pursuant to the authority given by paragraph (i) of resolution 17 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act, in each case:
  • (i) in connection with a pre-emptive offer; and
  • (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of EUR 5,294,843; and

(b) pursuant to the authority given by paragraph (ii) of resolution 17 above in connection with a rights issue,

as if Section 561(1) of the 2006 Act did not apply to any such allotment, such power to expire at the end of the next Annual General Meeting or on 30 June 2015, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends and for the purposes of this resolution:

• (a) "rights issue" has the meaning as in resolution 17 above;
• (b) "pre-emptive offer" means an offer of equity securities, other than an offer of B Shares, open for acceptance for a period fixed by the directors to (i) holders (other than the Company) on the register on a record date fixed by the directors of A Shares in proportion to their respective 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 or appropriate, as permitted by the rights of those securities, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
• (c) references to an allotment of equity securities shall include a sale of treasury shares; and
• (d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
• Resolution 19: Authorisation of the Company to purchase its own shares
• That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of that Act) of A Shares in the capital of the Company provided that:
  • (i) the maximum number of A Shares which may be purchased is 26,474,214;
  • (ii) the minimum price which may be paid for each A Share is EUR 0.40;
  • (iii) the maximum price which may be paid for an A Share is an amount equal to the higher of (a) 105 per cent. of the average of the closing price

of the A Shares as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and

(iv) this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2015 or, if earlier, 30 June 2015 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

Resolution 20: Amendment to notice period of general meetings

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

	VOTES	%	VOTES	%	TOTAL VOTES1
	FOR		AGAINST
Resolution 1
	182,455,804	99.86	250,000	0.14	182,705,804
Resolution 2
	177,783,530	97.12	5,279,222	2.88	183,062,752
Resolution 3
	183,658,823	100.00	2,192	0.00	183,661,015
Resolution 4
	176,670,715	96.19	6,990,300	3.81	183,661,015
Resolution 5
	181,669,409	98.92	1,991,606	1.08	183,661,015
Resolution 6
	182,004,943	99.10	1,656,072	0.90	183,661,015

A breakdown of the shareholder votes cast is set out below:

¹ The Total Votes cast consist of A and B ordinary shares of NWR.

New World Resources Plc | c/o Hackwood Secretaries Limited, One Silk Street | London EC2Y 8HQ | United Kingdom | Headquarters: Jachthavenweg 109h | 1081 KM Amsterdam | The Netherlands | Tel: +31 20 570 2200 I Fax: +31 20 570 2222 I E-mail: info@nwrgroup.eu I www.newworldresources.eu I A public company incorporated in England and Wales with Company Number 7584218 I New World Resources Plc is also registered with the trade register in the Netherlands under number 55931758. 5/7

Resolution 7
	178,429,338	97.15	5,231,677	2.85	183,661,015
Resolution 8
	182,419,335	99.32	1,241,680	0.68	183,661,015
Resolution 9
	182,419,335	99.32	1,241,680	0.68	183,661,015
Resolution 10
	182,419,335	99.32	1,241,680	0.68	183,661,015
Resolution 11
	183,274,621	99.79	386,852	0.21	183,661,473
Resolution 12
	182,419,335	99.32	1,242,138	0.68	183,661,473
Resolution 13
	182,128,392	99.17	1,532,623	0.83	183,661,015
Resolution 14
	182,421,985	99.33	1,239,488	0.67	183,661,473
Resolution 15
	175,473,487	95.54	8,187,786	4.46	183,661,273
Resolution 16
	175,912,839	95.78	7,748,434	4.22	183,661,273
Resolution 17
	176,331,705	96.01	7,329,768	3.99	183,661,473
Resolution 18
	176,417,325	96.06	7,244,148	3.94	183,661,473
Resolution 19
	176,421,907	96.06	7,239,566	3.94	183,661,473
Resolution 20
	181,742,828	98.96	1,918,645	1.04	183,661,473

New World Resources Plc | c/o Hackwood Secretaries Limited, One Silk Street | London EC2Y 8HQ | United Kingdom | Headquarters: Jachthavenweg 109h | 1081 KM Amsterdam | The Netherlands | Tel: +31 20 570 2200 I Fax: +31 20 570 2222 I E-mail: info@nwrgroup.eu I www.newworldresources.eu I A public company incorporated in England and Wales with Company Number 7584218 I New World Resources Plc is also registered with the trade register in the Netherlands under number 55931758. 6/7

…………………………….. Ivona Rocarkova Company Secretary

• Ends -

For further information please contact: Investor Relations Corporate Communications

Tel: +31 20 570 2244 Tel: Tel: +31 20 570 2229 Email: ir@nwrgroup.eu Email: pr@nwrgroup.eu

Website: www.newworldresources.eu

About NWR:

New World Resources Plc is a Central European hard coal producer. NWR produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its subsidiary OKD, the largest hard coal mining company in the Czech Republic.