4th Oct 2005 09:58
Centamin Egypt Limited04 October 2005 CENTAMIN EGYPT LIMITED ACN 007 700 352 Notice of Annual General Meeting NOTICE is hereby given that the Annual General Meeting of Shareholders ofCentamin Egypt Limited (the "Company") will be held at the Bishopsgate &Chancery Rooms at The Great Eastern Hotel, Liverpool Street, London, UnitedKingdom on Monday, the 21st of November 2005 commencing at 11.30 am (Londontime). AGENDA ORDINARY BUSINESS 1. Financial Statements and Reports To receive and consider the financial statements and the reports of thedirectors and auditors in respect of the year ended the 30th of June 2005. 2. Election of Directors To consider, and if thought fit, to pass the following ordinary resolutions: 2.1 Election of Mr H S BottomleyThat, Mr H S Bottomley, having been appointed by the Board since the last annualgeneral meeting, retires in accordance with the Constitution of the Company, andbeing eligible, offers himself for re-election, be re-elected as a director. 2.2 Election of Mr C CowdenThat, Mr C Cowden who retires by rotation in accordance with provision 13.2 ofthe Constitution of the Company, and being eligible, offers himself forre-election, be re-elected as a director. 2.3 Election of Mr S El-RaghyThat, Mr S El-Raghy who retires by rotation in accordance with provision 13.2 ofthe Constitution of the Company, and being eligible, offers himself forre-election, be re-elected as a director. SPECIAL BUSINESS3. Allotment of Options to Directors The proposed allotment of options to Non-Executive Directors is to provide themwith an incentive to continue to foster the development of the Company'sbusiness. 3.1 Allotment of Options to Mr H S Bottomley, Non-Executive DirectorThat, the shareholders of the Company approve the issue of 500,000 Options tosubscribe for fully paid Ordinary Shares in the capital of the Company on theterms and conditions described in the Rules of the Employee Option Plan 2002, toMr H S Bottomley. Voting Exclusion Statement The Company will disregard any votes cast on Resolution No. 3.1 by Mr H SBottomley or any director of the Company and any associate of Mr H S Bottomleyor a director of the Company. However, the Company need not disregard a vote ifit is cast by a person as proxy for a shareholder who is entitled to vote inaccordance with the directions on the proxy form or if it is cast by a personchairing the meeting as proxy for a shareholder who is entitled to vote inaccordance with a direction on the proxy form to vote as the proxy decides. 3.2 Allotment of Options to Mr C Cowden, Non-Executive DirectorThat, the shareholders of the Company approve the issue of 500,000 Options tosubscribe for fully paid Ordinary Shares in the capital of the Company on theterms and conditions described in the Rules of the Employee Option Plan 2002, toMr C Cowden. Voting Exclusion Statement The Company will disregard any votes cast on Resolution No. 3.2 by Mr C Cowdenor any director of the Company and any associate of Mr C Cowden or a director ofthe Company. However, the Company need not disregard a vote if it is cast by aperson as proxy for a shareholder who is entitled to vote in accordance with thedirections on the proxy form or if it is cast by a person chairing the meetingas proxy for a shareholder who is entitled to vote in accordance with adirection on the proxy form to vote as the proxy decides. 3.3 Allotment of Options to Dr T Elder, Non-Executive DirectorThat, the shareholders of the Company approve the issue of 500,000 Options tosubscribe for fully paid Ordinary Shares in the capital of the Company on theterms and conditions described in the Rules of the Employee Option Plan 2002, toDr T Elder. Voting Exclusion Statement The Company will disregard any votes cast on Resolution No. 3.3 by Dr T Elder orany director of the Company and any associate of Dr T Elder or a director of theCompany. However, the Company need not disregard a vote if it is cast by aperson as proxy for a shareholder who is entitled to vote in accordance with thedirections on the proxy form or if it is cast by a person chairing the meetingas proxy for a shareholder who is entitled to vote in accordance with adirection on the proxy form to vote as the proxy decides. NOTES Members entitled to attend and vote at the meeting For the purposes of the meeting and in accordance with regulation 7.11.37 of theCorporations Regulations 2001, it has been determined that the members entitledto attend and vote at the meeting shall be those persons who are recorded in theregister of members at 6.30 pm (Australian WST) on Saturday, the 19th ofNovember 2005 (UK, 11.30 am, Saturday, the 19th of November 2005). Accordingly,share transfers registered after that time will be disregarded in determiningentitlements to attend and vote at the meeting. Proxies Each shareholder is entitled to appoint a proxy. The proxy does not need to be amember of the Company. A shareholder that is entitled to cast two or more votesmay appoint two proxies and may specify the proportion or number of votes eachproxy is appointed to exercise. If a shareholder appoints two proxies, eachproxy may exercise half of the shareholder's votes if no proportion or number ofvotes is specified. A Proxy Form accompanies this Notice and to be effective, duly completed proxyforms, together with any relevant power of attorney, must be received by theCompany by no later than 6.30 pm (Australian WST), Saturday, the 19th ofNovember 2005 (UK, no later than 11.30 am, Saturday, the 19th of November 2005).Please direct proxy forms and any relevant power of attorney to: Australian Register United Kingdom RegisterThe Company Secretary The Company SecretaryCentamin Egypt Limited Centamin Egypt Limitedc/o Advanced Share Registry Services c/o Computershare Investor Services Plc110 Stirling Highway PO Box 1075, The PavilionsNedlands, Western Australia 6909 Bridgwater Road, Bristol BS99 3EAFacsimile: + 61 8 9389 7871 Facsimile: + 44 870 703 6109 Corporate Representatives Any corporate representative wishing to appoint a person to act as itsrepresentative at the meeting may do so by providing that person with: (a) a letter or certificate, executed in accordance with the corporateshareholder's constitution, authorising that person as the corporateshareholder's representative at the meeting; or (b) a copy of the resolution appointing the person as the corporateshareholder's representative at the meeting, certified by a secretary ordirector of the corporate shareholder. By Order of the Board H BrownCompany SecretaryPerth, 4th of October 2005 EXPLANATORY NOTES TO SHAREHOLDERS 1. Financial Statements and Reports Unless otherwise instructed, the Annual Report for the year ended the 30th ofJune 2005 has been provided to you with the material accompanying this Notice ofAnnual General Meeting. Shareholders will be given the opportunity to askquestions of the Board of Directors and the Auditor (via telephone conference)in relation to the Annual Report at the Annual General Meeting. 2. Election of Directors A brief summary for each of the directors who offer themselves for re-electionis set out below. 2.1 Mr H Stuart BottomleyNon Executive Director since the 26th of September 2005, age 60 Mr Bottomley worked as a portfolio manager for over twenty years, firstly withthe "Target Group" of unit trusts and subsequently with Fidelity International.For the last twelve years, he has acted as a consultant to a number of privateand public companies with a growing emphasis on the mining industry. MrBottomley is also a non executive director of ISIS Resources Plc and AfricanConsolidated Resources Plc (unlisted). 2.2 Mr Colin Cowden, FAII, ASA, ACIS, ACIM, FNIBA, CDNon Executive Director since the 8th of March 1982, age 61 Mr Cowden is the Executive Chairman of Cowden Limited, a licensed insurancebroking company formed in 1972. Cowden Limited is a prominent broking firm inWestern Australia with branch offices in Sydney, Melbourne and Adelaide. MrCowden is also a director of OAMPS Limited. 2.3 Mr Sami El-Raghy, B.Sc. (Hons), FAusIMM, FSEGChairman - Director since the 29th of April 1993, age 64 A graduate of Alexandria University in 1962, Mr El-Raghy worked in Egypt andEurope before moving to Australia in 1968 and joining American Smelting andRefining Company (Asarco). He was instrumental in the discovery and developmentof a number of gold mines, including the Wiluna Gold Mine for Asarco and the MtWilkinson Gold Mine for Chevron Exploration. Mr El-Raghy brings to the boardover 38 years experience in the industry, both in Australia and overseas. 3. Allotment of Options to DirectorsThe Options proposed to be offered to the named Directors will be offered underthe Employee Option Plan 2002, as approved by shareholders at the Annual GeneralMeeting held on the 29th of November 2002. The Options will be offered on the following terms: ConsiderationOptions are to be issued for no consideration. EntitlementEach Option entitles the holder to subscribe for and be allotted one Share at aprice of 105% of the Market Price of a Share determined on the date the offer ofthe Option is made to the relevant director. The "Market Price" of Shares meansthe weighted average closing price of Shares sold on the ASX or on AIM on thefive trading days for the relevant market most recently preceding the date onwhich the Market Price is to be determined. Offer DateIt is intended that the Options will be offered to the relevant Directors withinone week of shareholder approval. Expiry of OptionsThe term of the Options will be three (3) years from the date on which they areissued and they will expire if not exercised by the end of that period. Number of Securities under the Employee Option Plan 2002Since the Employee Option Plan 2002 was adopted on the 29th of November 2002,750,000 Options have been issued to directors and their associates. Number of Directors and their Associates Entitled to Participate in the SchemeThere are six (6) directors of the company. Their names are Messrs J El-Raghy, SEl-Raghy, C Cowden, B Speechly, T Elder and H S Bottomley. No LoanNo loan is to be made or proposed to be made in connection with the proposedOption issue. Latest Date for IssueThe Company will issue the Options no later than three months after the date ofthe meeting, being by the 21st of February 2006. Maximum number of Securities to be IssuedIf each of resolutions 3.1, 3.2 and 3.3 be approved by shareholders then amaximum of up to 1,500,000 Options may be issued in accordance with suchapproval. Changes To Capital Structure a) Future issues of securitiesA Holder may only participate in new issues of securities to shareholders of theCompany if an Option has been exercised in accordance with its terms and a Sharehas been allotted in respect of that Option before the record date fordetermining entitlements to the relevant issues. b) Bonus IssueIf the Company makes a bonus issue of Shares pro rata to shareholders of theCompany (other than an issue in lieu of or in satisfaction of dividends or byway of dividend reinvestment) and no Shares have been allotted in respect of anOption before the record date for determining entitlements to the bonus issue,then the number of Shares over which the relevant Option is exercisable willautomatically be increased by the number of Shares which the Holder would havereceived under the bonus issue if the Option had been exercised immediatelybefore the record date for the bonus issue. The additional shares issued underthis clause upon exercise of the Option shares will be paid by the Company inthe same manner as the bonus issue and shall rank pari passu with other Sharesissued upon exercise of the Option. c) Rights issue(i) If the Company makes an offer of Shares pro rata to all or substantially allshareholders of the Company (other than a bonus issue or an issue in lieu or insatisfaction of dividends or by way of dividend reinvestment) for a subscriptionprice which is less than the market price (defined below as P), and no Shareshave been allotted in respect of an Option before the record date fordetermining entitlements to the rights issue, then the Exercise Price of eachOption will be reduced according to the following formula: O1 = O - E (P - (S + D)) --------------- N + 1 Where:O1 = The new Exercise Price of each Option;O = The old Exercise Price of each Option;E = The number of underlying securities into which one Option is convertible on exercise;P = The average market price of Shares (weighted by reference to volume) sold in the ordinary course of trading on ASX during the five trading days before the ex rights or ex entitlements date;S = The subscription price (application money plus calls) for new Shares issued under the rights issue;D = Any dividends due but not yet paid on existing Shares (except those to be issued under the rights issue); andN = Number of Shares required to be held to receive a right to one new Share. (ii) The number of Shares that the Holder is entitled to subscribe for onexercise of the Option will not change. d) ReconstructionIn the event of any reconstruction or reorganisation of the issued ordinarycapital of the Company then the rights of an option holder, including withoutlimitation the number of Options issued to a Holder or the Exercise Price of anOption or both will be changed in accordance with the Listing Rules applicableat the date of the reconstruction or reorganisation. e) AdviceThe Company must give notice to each Holder of any adjustment to:(i) the number of Shares that the Holder is entitled to subscribe for or beissued on exercise of an Option; or(ii) the Exercise Price per Share in accordance with the Listing Rules. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Centamin PLC