TIDMEUA
RNS Number : 3247X
Eurasia Mining PLC
27 August 2020
Eurasia Mining Plc
('Eurasia' or 'the Company')
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Eurasia Mining Plc, Company Number 03010091, will be held at the
East India Club, 16 St James's Square, St. James's, London SW1Y
4LH, on Friday 18 September 2020 at 11:00am, to consider the below
resolutions.
Please note that this notice is important and requires your
immediate attention. If you are in any doubt as to the action to be
taken, please consult an independent adviser immediately. If you
have sold or transferred or otherwise intend to sell or transfer
all of your holding of ordinary shares in the Company prior to the
record date (as described in Note 1) for the Annual General Meeting
of the Company on 18 day of September 2020 at 11:00 a.m., you
should send this document to the (intended) purchaser or transferee
or to the stockbroker, bank or other agent through whom the sale or
transfer was or is to be effected for transmission to the
(intended) purchaser or transferee.
COVID-19 - IMPORTANT - PLEASE READ
The Board takes its responsibility to safeguard the health of
its shareholders, stakeholders and employees very seriously and so
the following measures will be put in place for the AGM in response
to the COVID-19 pandemic and the current social distancing measures
being implemented by the Government in the United Kingdom, which
may continue until after the date of the AGM.
The formal business of the Annual General Meeting (AGM) will
only be to consider and vote upon the resolutions set out in the
notice of meeting. The holding of the AGM will be kept under review
in line with Public Health England guidance. However, based on
current measures implemented by the Government in the United
Kingdom SHAREHOLDERS WILL NOT BE ADMITTED TO THE PHYSICAL MEETING
AND ARE THEREFORE ADVISED NOT TO TRAVEL TO THE AGM . It is intended
that the meeting will be held with the minimum number of
shareholders and directors present required to form a quorum as per
the Company's Articles of Association. The Company is taking these
precautionary measures to safeguard its shareholders',
stakeholders' and employees' health and make the AGM as safe and
efficient as possible .
SHAREHOLDERS WISHING TO VOTE, OR APPOINT THE CHAIRMAN OF THE
MEETING AS PROXY, ON ANY OF THE MATTERS OF BUSINESS ARE STRONGLY
URGED TO DO SO ELECTRONICALLY AT WWW.SIGNALSHARES.COM . A hard copy
form of proxy may also be requested from the share registrar and
must be completed and submitted in accordance with the instructions
thereon. It is emphasised that any forms of proxy being returned
via a postal service should be submitted as soon as possible to
allow for any delays to or suspensions of postal services in the
United Kingdom as a result of measures being implemented by the
Government of the United Kingdom. It is strongly recommended that
the Chairman of the meeting is appointed as proxy as no other
persons will be admitted to the meeting based on the current
measures being implemented by the Government in the United
Kingdom.
CHANGES TO ARTICLES - IMPORTANT - PLEASE READ
The Company proposes to adopt revised articles of association
("Revised Articles"). Changes to the Company's Articles of
Association are proposed as special resolution number 8 (below).
While there is no current intention to do so, the Revised Articles
provide that the Company may hold (1) 'hybrid' general meetings in
such a way that enables members to attend and participate in the
business of the meeting by attending a physical location or by
attending by means of an electronic facility or facilities and (2)
general meetings wholly by electronic means. These changes will
make it easier for members to attend and participate in future
general meetings and will facilitate better engagement. The Revised
Articles include a number of consequential changes to enable such
meetings and a minor 'tidying up' exercise. The draft new Articles
of Association have been uploaded to the Company's website at
www.eurasiamining.co.uk/investors/AGM.
In line with corporate governance best practice and in order
that any proxy votes of those shareholders who are not allowed to
attend and to vote in person are fully reflected in the voting on
the resolutions, the Chairman of the meeting will direct that
voting on all resolutions set out in the notice of meeting will
take place by way of a poll. The final poll vote on each resolution
will be published immediately after the AGM on the Company's
website.
Please note that as shareholders will not be able to attend this
year's AGM the Company is proposing to allow shareholders the
opportunity to raise any issues or concerns arising from the
business proposed to be conducted at the meeting. Appropriate
questions should be emailed to info@eurasiamining.co.uk not less
than two days before the AGM. Responses will be posted on the
Company's website on the morning of the AGM.
Further information on voting procedures follows the resolutions
below. Queries regarding these procedures may be directed to
info@eurasiamining.co.uk or the Company's registrar s, Link Asset
Services, 34 Beckenham Road, Beckenham, BR3 4TU (telephone number:
0371 664 0300).
Ordinary Resolutions
To consider, and if thought fit, pass the following resolutions
as ordinary resolutions:
1. To receive and consider the audited accounts for the period
ended 31 December 2019 together with the Directors' and the
auditors' reports therein.
2. To re-appoint Grant Thornton UK LLP as auditors of the
Company to hold office until the conclusion of the next general
meeting at which accounts are laid before the Company.
3. To authorise the Directors to determine the remuneration of
the auditors of the Company.
4. To re-appoint David Iain Rawlinson as a Non-Executive
Director, who retires in accordance with Article 29.1.1 of the
Company's Articles of Association, having been appointed by the
Board since the last annual general meeting of the Company.
5. To re-appoint Gary Christopher Fitzgerald as a Non-Executive
Director, who retires in accordance with Article 29.1.3, having
held office as a Non-Executive Director for a period in excess of 9
years.
6. To re-appoint Christian Schaffalitzky as an Executive
Director, who retires pursuant to Article 29.1.2 of the Company's
Articles of Association, having held office without retiring at the
last two annual general meetings of the Company.
7. That, in accordance with section 551 of the Companies Act
2006, the Directors be generally and unconditionally authorised to
allot shares in the Company or grant rights to subscribe for or to
convert any security into shares in the Company ("Rights") up to an
aggregate nominal amount of GBP250,000 provided that this authority
shall, unless renewed, varied or revoked by the Company, expire at
the end of the next Annual General Meeting of the Company to be
held after the date on which this resolution is passed, save that
the Company may, before expiry, make an offer or agreement which
would or might require shares to be allotted, or Rights to be
granted and the Directors may allot shares or grant Rights in
pursuance of such offer or agreement notwithstanding that the
authority conferred by this resolution has expired. This authority
is in substitution for all previous authorities conferred on the
Directors in accordance with section 551 of the 2006 Act.
Special Resolution
To consider, and if thought fit, pass the following resolution
as a special resolution:
8. That the Company's Articles of Association be replaced in
their entirety with the draft new Articles of Association which
have been uploaded to the Company's website at
www.eurasiamining.co.uk/investors/AGM
9. That, subject to the passing of resolution 7, the Directors
be given the general power to allot equity securities pursuant to
section 571 (as defined by section 560 of the 2006 Act) for cash,
either pursuant to the authority conferred by resolution 7 or by
way of a sale of treasury shares, as if section 561(1) of the 2006
Act did not apply to any such allotment, provided that this power
shall be limited to:
a. the allotment of equity securities in connection with an
offer by way of a rights issue to the holders of ordinary shares in
proportion (as nearly as may be practicable) to their respective
holdings but subject to such exclusions or other arrangements as
the Board may deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
b. the allotment (otherwise than pursuant to paragraph (a)
above) of equity securities up to an aggregate nominal amount of
GBP250,000.
The power granted by this resolution will expire on the
conclusion of the Company's next annual general meeting (unless
renewed, varied or revoked by the Company prior to or on that date)
save that the Company may, before this expiry, make offers or
agreements which would or might require equity securities to be
allotted after the expiry and the Directors may allot equity
securities in pursuance of any offer or agreement notwithstanding
that the power conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers
previously granted to the Directors to allot equity securities as
if section 561(1) of the 2006 Act did not apply, but without
prejudice to any allotment of equity securities already made or
agreed to be made pursuant to this authority.
The authority conferred by this resolution shall expire at the
conclusion of the Company's next annual general meeting save that
the Company may, before the expiry of the authority granted by this
resolution, enter into a contract to purchase ordinary shares which
will or may be executed wholly or partly after the expiry of such
authority.
ENQUIRIES:
Eurasia Mining Plc
Christian Schaffalitzky/ Keith Byrne
+44 (0)207 932 0418
SP Angel Corporate Finance LLP (Nomad and Joint Broker)
Ewan Leggat / David Hignell / Soltan Tagiev
+44 (0)20 3470 0470
Optiva Securities (Joint Broker)
Christian Dennis
Tel: +44 (0) 20 3137 1902
Notice of Meeting Notes:
The following notes explain your general rights as a shareholder
and your right to attend and vote at this Meeting or to appoint
someone else to vote on your behalf .
1. To be entitled to attend or vote electronically at a general
meeting (and for the purpose of the determination by the Company of
the number of votes they may cast), shareholders must be registered
in the Register of Members of the Company at close of trading on 17
September 2020. Changes to the Register of Members after the
relevant deadline shall be disregarded in determining the rights of
any person to vote at the AGM.
2. A s a result of Government advised Social Distancing
Measures, Shareholders will not be admitted to the 2020 AGM and are
therefore advised not to travel to the AGM.
3. Shareholders wishing to submit questions in advance of the
meeting should do so via email to info@eurasiamining.co.uk not less
than two days before the AGM. Responses will be posted on the
Company's website on the morning of the AGM.
4. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the Meeting.
5. You can vote, or appoint a proxy, either:
-- B y logging on to www.signalshares.com and following the instructions; or,
-- I n the case of CREST members, by utilising the CREST
electronic voting and proxy appointment service in accordance with
the procedures set out below.
In order for a proxy appointment to be valid a form of proxy
must be completed. In each case the form of proxy must be received,
electronically or by post by Link Asset Services at 34 Beckenham
Road, Beckenham, Kent, BR3 4ZF by close of business on 16 September
2020.
6. If you return more than one proxy appointment, either by
paper or electronic communication, the appointment received last by
the Registrar before the latest time for the receipt of proxies
will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities
are open to all shareholders and those who use them will not be
disadvantaged.
7. The return of a completed form of proxy, electronic filing or
any CREST Proxy Instruction (as described in note 11 below) will
not prevent a shareholder from attending the Meeting and voting in
person if he/she wishes to do so.
8. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
Meeting (and any adjournment of the Meeting) by using the
procedures described in the CREST Manual (available from
www.euroclear.com/site/public/EUI) . 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.
9. In order for a proxy appointment or instruction made by means
of CREST 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 instructions, as
described in the CREST Manual. The message must be transmitted so
as to be received by the issuer's agent (ID RA10) by close of
business on 16 September 2020. For this purpose, the time of
receipt will be taken to mean the time (as determined by the
timestamp applied to the message by the CREST application host)
from which the issuer'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.
10. 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 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 system 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.
11. Any corporation which is a shareholder can appoint one or
more corporate representatives who may exercise on its behalf all
of its powers as a shareholder provided that no more than one
corporate representative exercises powers in relation to the same
shares.
12. As at 26 August 2020 (being the latest practicable business
day prior to the publication of this Notice), the Company's
ordinary issued share capital consists of 2,724,774,624 ordinary
shares, carrying one vote each. Therefore, the total voting rights
in the Company as at 26 August 2020 are 2,724,774,624.
13. 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
financial statements (including the Auditor's Report and the
conduct of the audit) that are to be laid before the Meeting; or
(ii) any circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which annual
financial statements and reports were laid in accordance with
Section 437 of the Companies Act 2006 (in each case) that the
shareholders propose to raise at the relevant meeting. The Company
may not require the shareholders requesting any such website
publication to pay its expenses in complying with Sections 527 or
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
for the relevant financial year includes any statement that the
Company has been required under Section 527 of the Companies Act
2006 to publish on a website.
14. You may not use any electronic address (within the meaning
of Section 333(4) of the Companies Act 2006) provided in either
this Notice or any related documents (including the form of proxy)
to communicate with the Company for any purposes other than those
expressly stated.
A copy of this Notice, the proposed amendments to the Company's
articles of association, and other information required by Section
311A of the Companies Act 2006, can be found on the Company's
website at www.eurasiamining.co.uk
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END
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