27 Jun 2008 11:51
KRYSO RESOURCES PLC (the "Company")
NOTICE IS HEREBY given that the fourth annual general meeting of the Company will be held at Speechly Bircham LLP, 6 New Street Square, London, EC4A 3LX on Wednesday, 23 July 2008 at 11:00 am for the following purposes:
Ordinary Business
To consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive and adopt the Company's annual accounts for the financial year ended 31 December 2007 together with the last directors' report and auditors' report on those accounts.
2. To reappoint Trevor Davenport who retires by rotation.
3. To reappoint Ferdinand Dippenaar who retires by rotation.
4. To reappoint Littlejohn as auditors, to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company, at a remuneration to be determined by the directors.
Special Business
To consider and, if thought fit, pass the following resolutions, of which resolutions 5, 6 and 8 will be proposed as ordinary resolutions and resolution 7 will be proposed as a special resolution.
5. THAT the authorised share capital of the Company be increased from ‚£ 1,000,000 to ‚£2,500,000 by the creation of 150,000,000 Ordinary Shares of ‚£0.01 each ranking pari passu in all respects with the existing Ordinary Shares of ‚£ 0.01 each in the capital of the Company.
6. THAT subject to the passing of resolution 5 the directors be and they are generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount of ‚£1,500,000 provided that this authority is for a period expiring at the Company's next Annual General Meeting but the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in substitution for all subsisting authorities, to the extent unused.
7. THAT subject to the passing of resolutions 5 and 6 the directors be and they are empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94(2) of the Act) wholly for cash pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;
(b) in connection with the issue of any shares pursuant to the exercise of any options granted under the Company's unapproved employee share option scheme, adopted by the board of the Company on 24 November 2004 (as amended or replaced from time to time) (the "Share Option Scheme"); and
(c) otherwise than pursuant to sub-paragraphs (a) and (b) above, to an aggregate nominal amount of ‚£1,000,000.
and shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, before such expiry make an offer or agreement 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.
8. THAT the following amendments to the Share Option Scheme be and they are approved:
(a) the maximum percentage of the issued share capital of the Company from time to time over which options may be granted under the Share Option Scheme be increased from 5 per cent to 10 per cent; and
(b) the maximum percentage of the issued share capital of the Company from time to time over which options may be granted to any one person under the Share Option Scheme be increased from 1 per cent to 2 per cent.
If approved, the above amendments will be implemented by the Board under the terms of the Share Option Scheme.
By order of the BoardVassilios CarellasManaging DirectorDated 26 June 2008Registered Office:Unit 3H, Cooper House2 Michael RoadLondon SW6 2AD
For further information, contact:
Kryso Resources plcVassilios Carellas/Craig BrownTelephone: 020 7371 0600Ruegg & Co. LimitedBrett MillerTelephone: 020 7584 3663Fox-Davies Capital LimitedRichard HailTelephone: 020 7936 5200Orbis Equity Partners LimitedChristian DennisTelephone: 020 3178 3977
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