African Eagle Resources Regulatory News (AFE)

1 Jun 2007 07:01

African Eagle Resources PLC01 June 2007 African Eagle Resources plc NOTICE OF ANNUAL GENERAL MEETING News Report1 June 2007 Notice is hereby given that the Annual General Meeting of the Company will beheld at the Company's offices at 2nd Floor, 6-7 Queen Street, London EC4N 1SP on28 June 2007 at 2:00pm for the following purposes: Ordinary business 1. To receive the annual report and financial statements for the yearended 31 December 2006. 2. To re-elect Mr M Parker who is retiring by rotation under the Articlesof Association as a director of the Company. 3. To re-elect Mr G Cooper who is retiring by rotation under the Articlesof Association as a director of the Company. 4. To reappoint Grant Thornton UK LLP as Auditors and to authorise thedirectors to fix their remuneration. Special business To consider and if thought fit to pass the following resolutions: Ordinary Resolution 5. THAT the directors be generally and unconditionally authorised for thepurposes of Section 80 of the Companies Act 1985 ("the Act") to exercise allpowers of the Company to allot relevant securities (within the meaning ofSection 80(2) of the Act), up to an aggregate nominal amount of the authorisedbut unissued share capital of the Company. The authority will expire on the dateof the Company's next Annual General meeting (or if sooner the expiry of 15months after the passing of this Resolution) except as regards an allotment madepursuant to an offer or agreement made by the Company before such date, suchauthority to be in substitution for all existing authorities granted to thedirectors in respect of the allotment of relevant securities. Special Resolution 6. THAT the directors be empowered pursuant to Section 95 of the CompaniesAct 1985 (" the Act") to allot and to make offers or agreements to allot equitysecurities (as defined by Section 94(2) of the Act) for cash, pursuant to theauthority conferred by Resolution 5 above , as if section 89(1) of the Act didnot apply to any such allotment, provided that such power is limited to: (i) allotment of equity securities up to the nominal amount of theauthorised but unissued share capital of the Company from time to time; and (ii) the allotment of equity securities in connection with any offerby way of rights in favour of the holders of ordinary shares in the Companywhere the equity securities respectively be attributed to the interests of theordinary shareholders proportionate to the respective numbers of ordinary sharesheld by them subject to only such exclusions or other arrangements as thedirectors deem necessary or expedient to deal with fractional entitlement, legalor practical problems arising in any overseas territory or the requirements ofany regulatory body or Stock Exchange. Such power (unless previously revoked, varied or renewed) to expire at theconclusion of the Annual General Meeting to be held in 2008, (or if sooner theexpiry of 15 months after the passing of the Resolution) save that the Companymay before such expiry make an offer or agreement which would or might requireequity securities to be allotted after such expiry and the directors may allotequity securities pursuant to any such offer or agreement as if the powerconferred thereby had not expired. Special Resolution 7. Amendment to Articles of Association of the Company THAT Article 187 of the Articles of Association of the Company to read asfollows: "A person who becomes entitled to a share by transmission, transfer or otherwiseis bound by a notice in respect of that share (other than a notice served by theCompany under section 793 of the Companies Act 2006) which, before his name isentered in the Register, has been properly served on a person from whom hederives his title. " The following special business will be conducted at the meeting: 1. Authority to allot shares An Ordinary Resolution (No 5 in the Notice) and a Special Resolution (No 6 inthe Notice) will be proposed to empower the directors to issue and allot sharesup to the nominal but unissued share capital of the Company. The proposed power will expire on the date of the next AGM or 15 months from thedate of approval of the Resolutions, whichever is sooner. 2. Amendment to Articles of Association of the Company THAT Article 187 of the Articles of Association of the Company to read asfollows: "A person who becomes entitled to a share by transmission, transfer or otherwiseis bound by a notice in respect of that share (other than a notice served by theCompany under section 793 of the Companies Act 2006) which, before his name isentered in the Register, has been properly served on a person from whom hederives his title." By order of the Board1 June 2007 Bevan MetcalfCompany Secretary Registered Office:2nd Floor, 6-7 Queen Street, London, EC4N 1SP For further information, see the Company's web site www.africaneagle.co.uk or contact: Mark ParkerManaging Director+44 20 7248 6059+44 77 5640 6899 Nicola MarrinSeymour Pierce+44 20 7107 8000 Ed Portman/ Leesa PetersConduit PR+44 20 7429 6607 This information is provided by RNS The company news service from the London Stock Exchange