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TOWER RESOURCES PLC — AGM Information 2015
May 29, 2015
7980_iss_2015-05-29_340a5dfa-271a-4f0c-9511-eed942fe04df.pdf
AGM Information
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NOTICE OF ANNUAL AND SPECIAL MEETING AND OF AVAILABILITY OF PROXY MATERIALS AND ANNUAL REPORT
You are receiving this notification as Wentworth Resources Limited (the "Corporation") has decided to use the notice and access model for delivery of meeting materials and comparative annual financial statements for the year ended December 31, 2014 to its shareholders. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the Corporation's meeting. However, instead of a paper copy of the Information Circular or the Annual Report containing the comparative annual financial statements for the year ended December 31, 2014, shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders with questions about notice and access can contact the Corporate Secretary of the Corporation by telephone at +1 (403) 294-1530 or by email at [email protected].
This notice provides details of the date, time and place of the annual and special meeting (the "Meeting"), including the matters to be voted on at the Meeting, and instructions on how to access an electronic copy of the Information Circular and the Annual Report or to request a paper copy of the Information Circular and the Annual Report.
Accompanying this notice is a form of proxy or other voting document that you will need to vote by proxy.
Notice is hereby given that a Meeting of Wentworth Resources Limited will be held:
| WHEN: | Tuesday, June 23, 2015 | WHERE: | Hotel Continental |
|---|---|---|---|
| 10:00 a.m. (CEST) | Stortingsgaten 24/26 | ||
| Oslo, Norway |
for the following purposes and to transact any other business that may properly come before the Meeting and any postponement or adjournment thereof:
Financial Statements - receive and consider the Corporation's consolidated financial statements for the year ended December 31, 2014 together with the auditor's report thereon
Election of Directors - elect the five nominees set out in the Information Circular as directors of the Corporation
Appointment of Auditors - appoint KMPG LLP as auditors for the ensuing year and to authorize the board of directors of the Corporation to fix the remuneration to be paid to the auditors
Executive Compensation: Advisory - to consider and approve the advisory guidelines as described in the Statement on the Determination of Compensation of Executive Personnel attached as Schedule "A" to the Information Circular.
Matters to be transacted Section of Information Circular
See "Particulars of Matters to be Acted on at the Meeting – Financial Statements and Auditors' Report"
See "Particulars of Matters to be Acted on at the Meeting – Election of Directors"
See "Particulars of Matters to be Acted on at the Meeting – Appointment of Auditors"
See "Particulars of Matters to be Acted on at the Meeting – Advisory Vote Regarding Salary, Bonus and Benefits to the Executive Management of the Corporation"
Executive Compensation: Binding - to consider and approve the advisory guidelines as described in the Statement on the Determination of Compensation of Executive Personnel attached as Schedule "A" to the Information Circular.
See "Particulars of Matters to be Acted on at the Meeting – Binding Vote Regarding Equity-based Compensation"
WHERE CAN I ACCESS MEETING MATERIALS?
Meeting materials can be viewed online at the following internet address:
Information Circular: http://www.wentworthresources.com/filings.php
HOW DO I GET A PAPER COPY OF THE INFORMATION CIRCULAR AND ANNUAL REPORT?
You can request that a paper copy of the Information Circular and the Annual Report be sent to you by regular postal delivery free of charge. Requests may be made up to one year from the Meeting date by contacting the Corporate Secretary of the Corporation by telephone at +1 (403) 294-1530 or by email at [email protected]. For requests received prior to the Meeting, paper copies will be sent to you within 3 business days of receiving your request. Therefore, to receive the Information Circular and the Annual Report prior to the proxy cut-off for the Meeting, you should make your request before 5:00 p.m. (MDT) on June 9, 2015. For requests received on or after the date of the Meeting, paper copies will be sent to you within 10 calendar days after receiving your request.
HOW DO I VOTE MY SHARES?
As a beneficial shareholder, in order to vote you must complete the enclosed form of proxy or direction and submit it in accordance with the instructions contained in the Information Circular by the deadline set forth in the Information Circular.