Baker Steel Regulatory News (BSRT)

BAKER STEEL RESOURCES TRuST Limited

(the "Company")

(incorporated in Guernsey with registered number: 51576 )

NOTICE OF 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2015 Annual General Meeting of the Company will be held at Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF on Friday 12th June 2015 at 10.00 am for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary Resolutions

1. That the financial statements of the Company for the period ended 31 December 2014 and the reports of the Directors and the auditors thereon be received and adopted.

2. That the reappointment of Ernst & Young LLP (the "Auditors") of Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 4AF as auditors of the Company for the year ended 31 December 2015, be approved and ratified.

3. That Howard Myles, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

4. That Edward Flood, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

5. That Charles Hansard, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

6. That Clive Newall, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

7. That Christopher Sherwell, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

8. That the Directors be and are hereby authorised to fix the remuneration of the Auditors for the year ended 31 December 2015.

9. That the maximum remuneration of the Directors for the year ended 31 December 2015 be fixed at an aggregate amount of £200,000.

Special Resolutions

10. That, without prejudice to Article 3(b) of the Articles of Incorporation of the Company (the "Articles"), the Company generally be and is hereby authorised for the purposes of section 315 of The Companies (Guernsey) Law, 2008, as amended (the "Law") to make market acquisitions of its Ordinary Shares (as defined in the Articles) for all and any purposes, provided that:

(i) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 14.99% of the Ordinary Shares in issue at the date of the passing of this resolution;

(ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share in issue shall be GBP 0.01;

(iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share in issue shall not be more than the higher of (i) 5% above the average mid-market values of the Ordinary Shares as derived from the Official List of the London Stock Exchange plc for the five business days immediately preceding the date of the purchase; and (ii) the higher of the last independent trade and the highest current independent bid for the Ordinary Shares on the trading venue where the purchase is carried out;

(iv) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the expiry of 14 months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time save that the Company may, prior to such expiry, enter into a contract to purchase any Ordinary Share in issue from time to time under such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such Ordinary Shares pursuant to any such contract;

(v) the purchase price may be paid by the Company to the fullest extent permitted by the Law; and

(vi) any Ordinary Shares bought back by the Company may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.

11. That the Directors be and are hereby authorised to allot and issue (or sell from treasury) up to 11,526,833 Ordinary Shares for cash as if Article 5(b)(1) to 5(b)(8) of the Company's articles of incorporation did not apply to such allotment, issue or sale, provided that this authority shall expire on 11th September 2016 or, if earlier, the conclusion of the Company's next annual general meeting unless such authority is renewed, varied or revoked by the Company in general meeting prior to or on such date save that the Company may at any time before such expiry make an offer or agreement which might require Ordinary Shares to be allotted, issued or sold from treasury after such expiry and the Directors may allot, issue or sell from treasury Ordinary Shares after such expiry in pursuance of any such offer or agreement as if the authority conferred hereby had not has expired.

This resolution is in addition to the existing authorities granted to the Directors at the extraordinary general meeting of the Company held on 23rd February 2015.

Dated 14th April 2015

By order of the Board

HSBC Securities Services (Guernsey) Limited

Company Secretary

Notes

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 the meeting and any adjournment thereof 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 form of proxy.

2. A form of proxy is attached which, if required, should be completed in accordance with these instructions and the instructions thereon.

3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the form of proxy are set out in the notes to the form of proxy. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

If you do not intend to attend the meeting please complete and return the form of proxy as soon as possible.

4. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to different shares or a different class of 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 the form of proxy. Please indicate the proxy holder's name and the number and class of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares of the relevant class held by you). Please indicate if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned together in the same envelope.

5. The notes to the form of proxy explain how to direct your proxy to vote on each resolution or abstain from voting.

To appoint a proxy using the form of proxy, the form of proxy must be:

· completed and signed;

· sent or delivered to the Company's Registrars, FREEPOST CAPITA PXS received by the Company's registrars no later than 10.00 am on 10th June 2015.

In the case of a member which is an individual the form of proxy must be signed under the hand of the appointer or the appointer's attorney duly authorised in writing or in the case of a member which is a company, the form or proxy must be executed either under its common seal or under the hand of an officer or attorney so authorised.

Any power of attorney or any other authority under which the form of proxy is signed or any instrument appointing a proxy (or a notarially certified copy of such power or authority) must be included with the form of proxy.

6. To change your proxy instructions simply submit a new form of proxy using the methods set out above and in the notes to the form of proxy. Note that the cut-off date and time for receipt of a form of proxy (see above) also apply in relation to amended instructions; any amended form of proxy received after the relevant cut-off date and time will be disregarded.

Where you have appointed a proxy using the hard-copy form of proxy and would like to change the instructions using another hard-copy form of proxy, please contact Capita Asset Services on 0871 664 0300 (calls cost 10p per minute plus network extras) or if calling from overseas +44 (0) 203 728 5000. Lines are open from 9.00 a.m. to 5.30 p.m., Monday to Friday.

If you submit more than one valid form of proxy, the form received last before the latest time for the receipt of proxies will take precedence. 

7. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to FREEPOST CAPITA PXS. In the case of a member which is an individual the revocation notice must be under the hand of the appointer or of his attorney duly authorised in writing or in the case of a member which is a company, the revocation notice must be executed either under its common seal or under the hand of an officer of the company or an attorney duly authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by the Capita Asset Services no later than 10.00 am on 10th June 2015. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

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, your proxy appointment will automatically be terminated.

8. Except as provided above, members who have general queries about the meeting should contact Capita Asset Services on 0871 664 0300 (calls cost 10p per minute plus network extras) or if calling from overseas +44 (0) 203 728 5000. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday.

9. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the Company's agent RA10 by 10:00 am on 10th June 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the United Kingdom Uncertificated Securities Regulations 2001. In any case your form of proxy must be received by the Company's registrars no later than 10.00 am on 10th June 2015.

10. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be

determined by reference to the Register of Members of the Company at 6.00 p.m. on 10th June 2015.

Changes to entries on the Register of Members after that time shall be disregarded in determining the rights

of any person to attend and vote at the meeting.

Upon completion please return the form of proxy to the following address to arrive no later than 10.00 am on 10th June 2015:-

FREEPOST CAPITA PXS

You can return your proxy card in the Business Reply Envelope enclosed, or alternatively use the FREEPOST address of FREEPOST CAPITA PXS. Please note that the freepost address must be completed in BLOCK CAPITALS and that delivery using this service can take up to 5 business days. Alternatively the Form of Proxy can be posted to the following address but a stamp will be required: Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Baker Steel Resources Trust Limited (the "Company")

(incorporated in Guernsey with registered number: 51576)

FORM OF PROXY

For use at the Annual General Meeting of the Company to be held at 10.00 am on 12th June 2015

I/We ...................................................................…………………...……............... (in block capitals) of .............................................................................................................…………….…... (address) being a member /members of the Company HEREBY APPOINT the Chairman of the Meeting or failing him ………….....................................................................................................................….......in respect of ....................................(insert number of shares) ordinary shares/management shares (delete as appropriate) of the Company as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 12th June 2015, and at any adjournment thereof and in respect of the Resolutions set out in the Notice of the Annual General Meeting to vote as indicated below.

If you wish to appoint multiple proxies please see note 7 below. Please also tick here if you are appointing more than one proxy:

I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions:

Signed ..............…….............................. dated this ....…………........day of ......…................... 2015

NOTES

1. In the case of joint holdings the signature of any holder is sufficient but the vote of the senior holder who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the other joint holders. For this purpose seniority shall be determined by the order in which the joint holders appear in the register of members in respect of the joint holding (the first named being the most senior).

2. If you wish to appoint a proxy other than the Chairman you should delete the words "the Chairman of the Meeting or failing him", insert your own choice in the space provided and initial the amendment. A proxy need not be a member of the Company but must attend the meeting to represent you. If you sign and return this form of proxy 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. If you wish your proxy to speak or make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

3. Please indicate by marking "X" in the appropriate space how you wish your votes to be cast. If you do not give your proxy an indication of how to vote on any resolution, 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 matter which is put before the meeting.

4. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if the appointer is a company either under its common seal or under the hand of an officer or attorney duly authorised.

5. 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 and the notes to the Notice of Annual General Meeting.

6. 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, your proxy appointment will automatically be terminated.

7. A member of the Company may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares or class of shares held by him. 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 and class of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the total number of shares of the relevant class held by you). Please also indicate if the form of proxy is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of those held by you may result in the appointment being invalid.

8. To appoint a proxy using this form of proxy, the form must be:

· completed and signed;

· sent or delivered to the Company's Registrars, FREEPOST CAPITA PXS received by the Company's registrars no later than 10.00 am on 10th June 2015.

9. In the case of a member which is a company, this form of proxy must be executed under its common seal or under hand of an officer of the company or an attorney duly authorised.

10. Any instrument appointing a proxy or power of attorney or any other authority under which the form of proxy is signed (or a notarially certified copy of such power or authority) must be included with the form of proxy.

11. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.

12. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the Notice of Annual General Meeting.

13. Shares held in uncertificated form (ie CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual.

14. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 p.m. on 10th June 2015. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

15. The 'Abstain' option is provided to enable you to abstain on any particular resolution. However, it should be noted that an 'Abstain' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Upon completion please return this Form of Proxy to the following address to arrive no later than 10.00 am on 10th June 2015:-

FREEPOST CAPITA PXS

You can return your proxy card in the Business Reply Envelope enclosed, or alternatively use the FREEPOST address of FREEPOST CAPITA PXS. Please note that the freepost address must be completed in BLOCK CAPITALS and that delivery using this service can take up to 5 business days. Alternatively the Form of Proxy can be posted to the following address but a stamp will be required: Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.