Notice of Annual General Meeting

RNS Number : 1710K

Adriatic Metals PLC

04 May 2022

 

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document and/or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser (in the United Kingdom, an appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000). If you have sold or otherwise transferred all of your ordinary shares in Adriatic Metals Plc, please forward this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can forward these documents to the person who now owns the ordinary shares.

The distribution of this document in jurisdictions other than the United Kingdom and Australia may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document does not constitute an offer to issue or sell or a solicitation of an offer to subscribe for or buy ordinary shares in Adriatic Metals Plc.

ADRIATIC METALS PLC

(Incorporated and registered in England and Wales under number 10599833 and registered as a foreign company in Australia ARBN 624 103 162)

Notice of Annual General Meeting

The enclosed Notice of Annual General Meeting of the Shareholders of the Company to be held at 10 am ( London time ) on 30 May 2022 and accompanying letter from the Chairman, information on the Directors seeking election or re-election, Explanatory Notes, Proxy Form, CREST and CDI voting instruction form (as applicable) should be read in their entirety. If Shareholders or CDI Holders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

The Explanatory Notes that accompany and form part of the Notice of Meeting describe the matters to be considered and can be found in the Notice of AGM, available via the following link: http://www.rns-pdf.londonstockexchange.com/rns/1710K_1-2022-5-3.pdf

A copy of this document is available for inspection on the Company's website at www.adriaticmetals.com .

For the avoidance of doubt, the contents of the website referred to in this document is not incorporated into and does not form part of this document.

 

LETTER FROM THE CHAIRMAN

ADRIATIC METALS PLC
(Registered in England & Wales with Company No. 10599833)

Directors Julian Barnes Sandra Bates Peter Bilbe Paul Cronin Sanela Karic Michael Rawlinson

Registered Office Ground Floor, Regent House, 65 Rodney Road, Cheltenham GL50 1HX United Kingdom Tel: [phone] Email: [e-mail] Website: www.adriaticmetals.com

‎29 April 2022

Dear Shareholder

I am pleased to enclose the Notice of the Annual General Meeting (the "Meeting") of Adriatic Metals Plc (the "Company") to be held at Ground Floor, Regent House, 65 Rodney Road, Cheltenham, GL50 1HX UK on 30 May 2022 at 10am (London time). The formal Notice of Meeting is attached to this letter.

Notes on arrangements for the Meeting appear under "Explanatory Notes" on pages 10 to 14 of the Notice.

Our preference had been to welcome shareholders in person to our 2022 Annual General Meeting, particularly given the constraints we faced in 2021 due to the COVID-19 pandemic. However, as a result of the current nature of the COVID-19 pandemic we are proposing to hold the Meeting at Ground Floor, Regent House, 65 Rodney Road, Cheltenham, GL50 1HX UK with the minimum attendance required to form a quorum. Shareholders will not be permitted to attend the Meeting in person but can be represented by the Chairman of the meeting acting as their proxy.  We will arrange for Shareholders to have access to the meeting via an electronic meeting facility, If you are unable to access any of the Meeting documents online please contact the Company's Head of Corporate Development & Investor Relations, Thomas Horton at  [e-mail] 

We consider these measures prudent in order to protect our Shareholders, staff and Directors.

We will arrange for the legal requirements for the holding of the Meeting to be satisfied by the in person attendance of a Director and at least one other management Shareholder, who will form the quorum and will ensure that the proxy votes of Shareholders are recorded. We therefore strongly encourage you to vote by proxy, ensuring that you appoint the Chairman of the Meeting as your proxy (since any other person would not be permitted to attend in person and cast your vote). Please see the Explanatory Notes for further details.

Notes on the Resolutions appear under "Explanatory Notes" on pages 15 to 28 of the Notice. At this year's Meeting there are 15 Resolutions which Shareholders are asked to approve. Resolutions 1 to 12 (inclusive) are proposed as ordinary resolutions. This means that for each of those Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 13 to 15 (inclusive) are proposed as special resolutions. This means that for each of those Resolutions to be passed, at least three-quarters of the votes cast at the Meeting must be in favour of the Resolution.

The Directors consider that all of the Resolutions to be considered at the Meeting are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed Resolutions, as they intend to do in respect of their own shareholdings, representing in aggregate approximately 6.6% of the Company's issued ordinary share capital.

Yours sincerely

Michael Rawlinson

Chairman

 

DIRECTORS SEEKING ELECTION OR RE-ELECTION

A = member of the Audit and Risk Committee

E = member of the Environmental, Social and Governance Committee

R & N = member of the Remuneration & Nomination Committee

Ch = Committee Chairman

Paul Cronin, Managing Director & CEO

Mr Cronin is a co-founder and Director of Adriatic Metals and is Non-Executive Chairman of ASX listed Black Dragon Gold Corp and Non-Executive Director of ASX listed Taruga Minerals Limited.

Mr Cronin has over 20 years of experience in corporate finance, investment banking, funds management, and commodity trading, with a strong European mining focus. Notwithstanding Mr Cronin's additional commitments, the Board is of the opinion that Mr Cronin is not "over-boarded" and is able to adequately perform his role with the Company.

Mr Cronin was last re-elected as Managing Director & CEO of the Company on 8 November 2019, so is now retiring by rotation and seeking re-election by Shareholders.

Sandra Bates, Non-Executive Director  (A (Ch), R & N)

Ms Bates is a commercial and strategic international lawyer with over 20 years' experience advising management teams and boards of both listed and private companies in the UK and internationally.

Sandra Bates was elected as a Non-Executive Director of the Company on 6 November 2020, so is now retiring by rotation and seeking re-election by Shareholders.

 

END

 

 

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