Notice of AGM and Availability of Annual Report

RNS Number : 1130B

Beowulf Mining PLC

04 June 2019

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations ("MAR") (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

4 June 2019

Beowulf Mining plc

("Beowulf" or the "Company")

          Notice of Annual General Meeting and Availability of Annual Report

Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, focused on the Kallak magnetite iron ore project and the Åtvidaberg polymetallic exploration licence in Sweden, and its graphite portfolio in Finland, announces that the following documents are now available on the Investor section of the Company's website under "AGM 2019": www.beowulfmining.com.

-     the Company's Annual Report and Accounts for the year ended 31 December 2018 ("Annual Report");

-     Notice of 2019 Annual General Meeting ("AGM");

-     Form of Proxy (Shareholders);

-     Form of Proxy (Holders of Swedish Depository Receipts ("SDR")); and

-     Short Notice of AGM (Holders of SDR) (Swedish).

Shareholders who have elected to receive e-communications from the Company will receive a Form of Proxy and a letter notifying them as to the availability of the Annual Report on the Company website. All other shareholders will receive a copy of the Annual Report, the Notice of AGM and a Form of Proxy.

The Notice of AGM (See notes for Shareholders and SDR holders), SDR Short Notice of AGM (Swedish), SDR Form of Proxy (English) and Shareholder Form of Proxy are reproduced below.

The AGM of the Company will be held at the offices of BDO LLP, 55 Baker Street, London, W1U 7EU on 28 June 2019 at 11.00 a.m. (BST).

Enquiries: 

Beowulf Mining plc
Kurt Budge, Chief Executive Officer	Tel: [phone]
SP Angel
(Nominated Adviser & Broker)
Ewan Leggat / Soltan Tagiev	Tel: [phone]
Blytheweigh
Tim Blythe / Megan Ray	Tel: [phone]

Beowulf Mining plc

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the "Meeting") of Beowulf Mining plc (the "Company") will be held at the offices of BDO LLP, 55 Baker Street, London, W1U 7EU, on 28 June, 2019 at 11:00 a.m. (BST) to transact the following business:

As Ordinary Business

Ordinary Resolutions

1          To receive and consider the Company's audited accounts for the year ended 31 December 2018 and the directors' of the Company ("Director(s)") and auditors' reports thereon.

2          To consider and approve the remuneration report as detailed in the Company's annual report and accounts.

3          To re-appoint BDO LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid and to authorise the Directors to fix the auditor's remuneration.

4          To re-elect Kurt Budge, who is retiring in accordance with the Company's Articles of Association, as a Director.

As Special Business

To consider and, if thought fit, to pass the following resolution which will be proposed as an Ordinary Resolution:

Ordinary Resolution                                                                            

5          That the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560 of the Companies Act 2006):

5.1          in the case of ordinary shares in the Company, having a nominal amount; and

5.2          in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company having a nominal amount,

not exceeding, in aggregate, £1,471,598 provided that the power granted by this resolution shall expire on the conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

To consider and if thought fit to pass the following resolution which will be proposed as a Special Resolution:

Special Resolution

6          That, subject to the passing of resolution 5, the Directors be given the general power to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 6 or by way of a sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities having:

6.1          in the case of ordinary shares in the Company, having a nominal amount; and

6.2          in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company having a nominal amount,

not exceeding, in aggregate, £1,471,598 provided that the power granted by this resolution shall expire on the conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

By order of the Board

Liam O'Donoghue

Company Secretary

Beowulf Mining plc

201 Temple Chambers 

3-7 Temple Avenue 

London  

EC4Y 0DT

United Kingdom

3 June 2019

Notes to the Notice of Annual General Meeting for Shareholders

Entitlement to attend and vote

1              In order to have the right to attend or vote at the Meeting a person must be entered on the register of members by 6:00 p.m. (BST) on 26 June, 2019.

Appointment of proxies

2          As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this Notice of Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3          You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please use the procedures set out in the notes to the proxy form. 

4          To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or a copy of it notorially certified in some other way approved by the Directors) must be sent or delivered to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD, United Kingdom so as to arrive not less than 48 hours before the time of the Meeting. Completion of the proxy form does not preclude a member from subsequently attending and voting at the Meeting in person.

5          CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited ID 7RA11 not less than 48 hours before the time of the Meeting.

Communication

6          Except as provided above, members who have general queries about the Meeting should telephone Liam O'Donoghue on [phone] (no other methods of communication will be accepted):

7          You may not use any electronic address provided either:

•          in this Notice of Annual General Meeting; or 

•          in any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

Notes to the Notice of Annual General Meeting for Swedish Depository Receipts holders

Holders of Swedish Depository Receipts of the Company ("SDRs") who wish to attend or vote by proxy at the Meeting must:

i.              be registered in the register kept by Euroclear Sweden AB ("Euroclear") by 5:00 p.m. (CET) on 18 June, 2019;

ii.             notify Skandinaviska Enskilda Banken AB (publ) ("SEB") of their intention to attend the Meeting no later than 12:00 noon (CET) on 20 June, 2019; or

iii.            send an original signed proxy form to SEB so as to arrive at SEB no later than 12:00 noon (CET) on 20 June, 2019 (unless a SDR holder will attend the Meeting in person).

Please note that requirement i. above must be fulfilled when the SDR holder chooses to attend the Meeting as well as when he chooses to vote by using the proxy form.

Requirement i: SDRs are only registered in the name of the SDR holder in the register kept by Euroclear. SDR holders registered in the name of a nominee must have their SDRs registered in their own names in the register at Euroclear to be entitled to attend and/or vote (by an authorized attorney or in person or by proxy form) at the Meeting. SDR holders who hold the SDRs through a nominee must therefore request their nominee to make a temporary owner registration (so-called voting-right registration) in good time before 18 June, 2019 if they wish to attend and/or vote.

Requirement ii: SDR holders who are directly registered in the register at Euroclear, or whose SDRs have been voting-right registered by 5:00 p.m. (CET) on 18 June, 2019 and who wish to attend and vote (by an authorized attorney or in person) at the Meeting must notify SEB of their intention to attend the Meeting no later than 20 June, 2019 at 12:00 noon (CET).

Notice of the intention to attend the Meeting should be made to SEB, by mailing to the address; SEB, Issuer Agent Department, AB3, SE-106 40 Stockholm, by e-mailing [e-mail], by phone [phone] or by faxing [phone]. Please state you name, phone number, personal number and quantity.

Requirement iii: SDR holders, who wish to instruct SEB to vote by proxy form, must send their original signed proxy forms by post or courier so as to arrive at SEB, Issuer Agent Department, AB3, SE-106 40 Stockholm, no later than 12:00 noon (CET) on 20 June, 2019. Proxy forms will be available on www.beowulfmining.com.

SEB will tabulate the incoming proxy forms and notifications of attendance from SDR holders, and present to the Company the final tabulation of the SDR holders who were registered in the register at Euroclear on record date, 18 June, 2019.

Please observe that conversion to or from SDRs and shares will not be permitted during the period between 18 June, 2019 up to and including 28 June, 2019.

Beowulf Mining plc
www.beowulfmining.com
Contact: Liam O'Donoghue
Phone: + 44(0) 20 7583 8304

ÅRSSTÄMMA I BEOWULF MINING PLC

Årsstämma i Beowulf Mining plc (Beowulf), äger rum på kontoret hos BDO, 55 Baker Street, London, W1U 7EU torsdagen den 28 juni 2019 kl. 12:00  (CET)

Kallelse till årsstämman har skett XX  juni 2019 genom pressmeddelande samt i enlighet med engelsk lag.

Anmälan m.m.

Innehavare av svenska depåbevis avseende aktier i Beowulf som önskar delta och/eller rösta vid årsstämman skall

I.     vara införd i det av Euroclear Sweden AB förda avstämningsregistret på avstämningsdagen den 18 juni 2019 kl 17.00,

II.    anmäla sin avsikt att delta vid årsstämman till Skandinaviska Enskilda Banken AB (publ) ("SEB") så att anmälan mottagits av SEB senast torsdagen den 20 juni 2019 kl 12.00, eller

III.  skicka ett undertecknat röstkort med fullmakt i original till SEB så att röstkortet mottagits av SEB senast torsdagen den 20 juni 2019 kl 12.00 (såvida inte depåbevisägaren vill delta på årsstämman personligen eller via ombud).

Vänligen observera att den första punkten måste vara uppfylld såväl när depåbevisinnehavaren vill närvara på stämman som när depåbevisinnehavaren vill rösta genom röstkort.

I. Depåbevisinnehavare som har sina depåbevis förvaltarregistrerade måste, för att äga rätt att delta och rösta personligen eller rösta genom befullmäktigat ombud eller röstkort vid årsstämman, tillfälligt omregistrera depåbevisen i eget namn. Depåbevisinnehavare som önskar sådan omregistrering måste underrätta förvaltaren om detta i god tid före den 18 juni 2019, så att de finns med i det av Euroclear Sweden AB förda avstämningsregistret den 18 juni 2019 kl. 17.00.

II. Depåbevisinnehavare som vill anmäla sin avsikt att delta och rösta personligen eller genom ombud vid årsstämman skall anmäla sitt intresse till SEB, via post till Issuer Agent Department, AB3, 106 40 Stockholm, via e-post till; [e-mail] eller via fax till; fax nummer [phone], så att anmälan mottagits av SEB senast torsdagen den 20 juni 2018 kl. 12.00. Vänligen ange namn, adress, person- nummer, telefon samt antal depåbevis.

II. Depåbevisinnehavare som önskar rösta genom att instruera SEB att rösta via fullmakt skall skicka ett komplett, daterat och undertecknat röstkort med fullmakt till SEB, via post eller kurir till Issuer Agent Department,  AB3, 106 40 Stockholm, så att anmälan mottagits av SEB senast torsdagen den 20 juni 2019 före  kl 12.00 . Röstkort med fullmakt kan laddas hem från Beowulfs webbplats www.beowulfmining.com, eller kan efterfrågas från SEB via e-post på ovan angivna adress.

Tillhandahållande av kallelsen och övriga handlingar inför årsstämman

Kallelse till årsstämman, dagordning för och övriga handlingar inför stämman samt redovisningshandlingar och revisionsberättelse finns tillgängliga på Beowulfs webbplats www.beowulfmining.com. samt kan efterfrågas från Beowulf via post till Liam O'Donoghue, Company Secretary, Beowulf Mining plc, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT, UK.

London i juni 2019

Beowulf Mining plc

The full English notice to attend the Annual General Meeting of Beowulf Mining plc is available on the company's website at www.beowulfmining.com.

PROXY FORM FOR HOLDERS OF SWEDISH DEPOSITORY RECEIPTS ("SDRs") FOR THE ANNUAL GENERAL MEETING ("AGM") OF SHAREHOLDERS OF BEOWULF MINING PLC (THE "COMPANY") 

This original signed proxy form must be sent by post or courier so as to arrive at Skandinaviska Enskilda Banken AB (publ) ("SEB"), Issuer Agent Department, RB6, 106 40 Stockholm no later than 12.00 noon (CET) on June 20^th, 2019.

Instruction to SEB to appoint a proxy to vote at the AGM of the Company convened for June 28, 2019 at the offices of BDO, 55 Baker Street, London, W1U 7EU, at 11.00 a.m. (BST) and at any adjournment of the meeting.

Before completing this form, please read the explanatory notes below

I/We       ……………………………………………………………………….……………………………(name(s))           

………………………………………………………………………………………………………(address(es))   

Identification         number:……………………………………………………being [a] registered owner[s] at Euroclear         Sweden AB by 5:00 p.m. (CET) on June 18, 2019 of ………………………………….… SDRs representing shares in the above named Company hereby instruct and       authorise SEB to appoint and instruct the Chairman of the AGM to attend, speak and vote on     my/our behalf at  the AGM of the Company to be held on June 28, 2019 at 11.00 a.m. (CET) and at any adjournment of the meeting.            

I/we instruct and authorise SEB to direct such proxy to vote on the resolutions to be proposed at such          meetings as set out below.

This proxy form is to be used in respect of the resolutions mentioned below. Please insert an X in the appropriate space alongside each resolution to indicate how you wish the votes in respect of the shares represented by your SDRs to be cast. Unless otherwise indicated, the proxy will be instructed to vote as he thinks fit or abstain from voting in relation to any other matter which is put before the meeting. 

RESOLUTIONS	For	Against	Vote Withheld
ORDINARY BUSINESS - ORDINARY RESOLUTIONS
1             To receive and consider the Company's audited accounts for the year ended 31 December 2018 and the directors' and auditors' reports thereon.
2             To approve the remuneration report as detailed in the Company's annual report and accounts.
3             To re-appoint BDO LLP as auditor and authorise the directors to fix the auditor's remuneration.
4             To re-appoint Kurt Budge as a director of the Company.
SPECIAL BUSINESS - ORDINARY RESOLUTION
5             To authorise the directors to allot equity securities (as defined in Section 560 of the Companies Act 2006) generally pursuant to Section 551 of that Act.
SPECIAL BUSINESS - SPECIAL RESOLUTION
6             To authorise the directors to allot equity securities (as defined in Section 560 of the Companies Act 2006) as if Section 561(1) of that Act did not apply to such allotment.

Signature	Date

 

Notes to the proxy form

1         As the holder of the shares in the Company represented by your SDRs, SEB is entitled to appoint a proxy to exercise all or any of the rights attaching to such shares to attend, speak and vote at a general meeting of the Company. You can only direct SEB to appoint a proxy using the procedures set out in these notes. 

2         Only SDR Holders who are directly registered in the Euroclear Sweden AB register or who have a voting right registration by 5.00 p.m. (CET) on June 18, 2019 may instruct and authorise SEB in accordance with this proxy form. 

Beowulf Mining plc (the "Company")

Annual General Meeting

Proxy Form

Before completing this form, please read the explanatory notes below

I /We ……………………………………………………………………………………………. (name(s))

of …………………….…………………………………………………………………………………………

………………………………………………………………………………….……………….(address(es))

being (a) member(s) of the Company appoint the Chairman of the meeting or (see note 3)

…………………………………………………………………………………………………………………..

as my/our proxy in respect of all my/our shares or ……………… of my/our shares (see note 4) to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on 28 June 2019 at 11.00 a.m. (BST) at the offices of BDO LLP, 55 Baker Street, London, W1U 7EU and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

RESOLUTIONS	For	Against	Vote Withheld
ORDINARY BUSINESS - ORDINARY RESOLUTIONS
7             To receive and consider the Company's audited accounts for the year ended 31 December 2018 and the directors' and auditors' reports thereon.
8             To approve the remuneration report as detailed in the Company's annual report and accounts.
9             To re-appoint BDO LLP as auditor and authorise the directors to fix the auditor's remuneration.
10          To re-appoint Kurt Budge as a director of the Company.
SPECIAL BUSINESS - ORDINARY RESOLUTION
11          To authorise the directors to allot equity securities (as defined in Section 560 of the Companies Act 2006) generally pursuant to Section 551 of that Act.
SPECIAL BUSINESS - SPECIAL RESOLUTION
12          To authorise the directors to allot equity securities (as defined in Section 560 of the Companies Act 2006) as if Section 561(1) of that Act did not apply to such allotment.

Signature	Date

Notes to the proxy form

1             As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2             Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person and vote, your proxy appointment will automatically be terminated.

3             A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.

4             You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). All forms must be signed and should be returned together in one envelope.

5             To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. 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.

6             To appoint a proxy using this form, the form must be:

·             completed and signed;

·             sent or delivered to Neville Registrars Limited at Neville House, Neville House, Steelpark Road, Halesowen, B62 8HD, United Kingdom; and

·             received by Neville Registrars Limited no later than 48 hours before the time of the meeting.

7             In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

8             In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

9             CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (ID 7RA11) not less than 48 hours before the time of the meeting.

10          You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

 

END

 

 

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