Microsoft Word - 2015_06_01_Chairman's letter for AGM notice
Directors:
Jeremy Ayre
Timothy Dean
Ian Holzberger
Eduard Simovici
Guy Walker
Julian Wilson
METALS EXPLORATION PLC
(Registered in England and Wales under Company No. 05098945)
Registered Office:
200 Strand London WC2R 1DJ
1 June 2015
To the Shareholders and, for information only, to holders of Options
Dear Shareholder,
Annual General Meeting
The 2015 Annual General Meeting of the Company will take place at the Company's registered office,
200 Strand, London WC2R 1DJ at 11.00 a.m. on 30 June 2015. Notice of the Annual General Meeting is set out at the end of this letter. This letter provides you with an explanation of the resolutions to be considered at the Annual General Meeting, and is accompanied by the audited accounts of the Company for the year ended 31 December 2014.
Ordinary Business
Resolution 1 - Receiving and adopting the Accounts
The Board recommends the receiving and approving of the accounts for the year ended 31 December
2014, together with the Reports of the Directors and the Auditors.
Resolutions 2 to 3 - ReͲelection of Directors
The Board recommends the reͲelection of Mr Guy Walker who retires by rotation in accordance with
Article 105.1 of the Company's Articles of Association, and Mr Eduard Simovici who retires as he was appointed following the last Annual General Meeting of the Company. Each individual, being eligible, offers himself for reͲelection.
Resolution 4 - Auditors' reͲappointment and remuneration
The resolution relating to the auditors' reappointment and remuneration is usual business for the
Annual General Meeting.
Resolution 5 - Authority of Directors to allot shares
This is an ordinary resolution granting general authority to the directors to allot new ordinary shares
up to the thresholds described in Resolution 5. This resolution renews the authority granted at the
last Annual General Meeting. The authority will expire on the date of the next Annual General
Meeting of the Company.
Registered Office: 200 Strand, London, WC2R 1DJ Registered No: 05098945
1
Special Business
Resolution 6 - DisͲapplication of preͲemption rights
This is a special resolution authorising the directors to allot ordinary shares for cash up to the thresholds described in Resolution 6 on a non preͲemptive basis pursuant to the authority conferred by Resolution 5 above. This will allow the Board to satisfy its current obligations without recourse to the shareholders so that it can move quickly from time to time as it deems appropriate, and renews the authority granted at the last Annual General Meeting. This authority will expire on the date of the next Annual General Meeting of the Company.
Form of proxy
A form of proxy for use at the Meeting is enclosed. Please complete the form of proxy by entering the name of the person(s) you wish to be your proxy, the number of shares the proxy will be representing and which you hold, sign the form of proxy and include your name and address (please do not forget to include this) and return it to the Registrars so as to arrive no later than 11.00 a.m. 28 June 2015.
The return of the form of proxy will not, however, prevent you from attending the Meeting and voting in person should you wish to do so.
The Board believes the proposed resolutions to be in the best interests of the Company and its members as a whole and we unanimously recommend that you vote in favour of all the proposed resolutions.
Yours faithfully
Ian Holzberger
Executive Chairman
Registered Office: 200 Strand, London, WC2R 1DJ Registered No: 05098945
2