AGM Notice - International Mining and Infrastructure Corporation plc

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
as to the action you should take, you are recommended to seek your own financial advice from your
stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in International Mining & Infrastructure Corporation Plc
please forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee or
to the stockbroker, bank or other agent through whom the sale or transfer was effected as soon as possible for
transmission to the purchaser or transferee. If you have sold only part of your holding of Shares in International
Mining & Infrastructure Corporation Plc you should retain these documents.
The Directors, whose names appear on page 3 and the Company, collectively and individually, accept
responsibility for all the information contained in this document. To the best of the knowledge and belief of the
Directors and the Company (who have taken all reasonable care to ensure that such is the case) the information
contained in this document is in accordance with the facts and does not omit anything likely to affect the import of
such information.
INTERNATIONAL MINING & INFRASTRUCTURE
CORPORATION PLC
(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 05143779)
Notice of Annual General Meeting
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of
International Mining & Infrastructure Corporation Plc set out in this document which recommends that
you vote in favour of the Resolutions to be proposed at the Annual General Meeting referred to below.
Notice convening the Annual General Meeting of International Mining & Infrastructure Corporation Plc to be held
at 10.00 a.m. on 29 January 2015 at the Company’s registered office as set out at the end of this document. All
Shareholders are urged to complete and return the enclosed Form of Proxy, whether or not they intend to be
present at the meeting, in accordance with the instructions printed thereon so as to arrive as soon as possible
and in any event, in order to be valid, so as to be received by the Company’s registrars, Neville Registrars
Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, not later than 10.00 a.m. on 27
January 2015. The completion and return of a Form of Proxy will not preclude a Shareholder from attending and
voting in person at the Annual General Meeting should he or she wish to do so.
International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014
Page 1
LETTER FROM INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC
(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 05143779)
Directors
Ethelbert Cooper (Chairman)
Haresh Kanabar
Babacar Ndiaye (Non-executive Director)
Guoping Liu (Non-executive Director)
Registered Office:
40 New Bond Street
London
W1S 2RX
30 December 2014
Dear Shareholder,
Notice of Annual General Meeting
1. Introduction
The Company announced today that it has posted the notice of its Annual General Meeting (“AGM”). The AGM
will deal with four matters, (i) the receipt of the report and accounts for the year to 30 June 2014, (ii) the reappointment of Ernst & Young LLP as auditors, (iii) the re-appointment of Ethelbert Cooper (who is required to
retire at the AGM following his appointment as a director in November 2014) and (iv) corporate authority to issue
and allot shares on a non-rights issue basis (collectively the “Proposals”).
This document contains a notice convening the AGM of the Company at which Shareholders’ approval to the
Resolutions necessary to implement the Proposals will be sought.
2. Receipt of the Accounts
Resolution 1 deals with receipt of the Report and Accounts of the Company for the period to 30 June
2014.
Each year, the Company is required to put its report and accounts to its members in a general meeting. A copy of
the Report and Accounts of the Company for the period to 30 June 2014 is included in the envelope containing
this Notice.
3. Re-appointment of Ernst & Young as auditors
Resolution 2 deals with the re- appointment of Ernst & Young LLP as auditors
Ernst & Young LLP were appointed auditors at the last AGM. Their appointment is subject to annual approval by
Shareholders. Ernst & Young LLP audited the Report and Accounts of the Company for the period to 30 June
2014.
The Board wishes to recommend the re-appointment of Ernst & Young LLP as auditors.
4. Re-appointment of Ethelbert Cooper as a Director
Resolution 3 deals with the re-appointment of Ethelbert Cooper as a Director
Ethelbert Cooper was invited to join the Board in November 2014. In accordance with Article 69 of the
Company’s Articles of Association, Ethelbert Cooper is retiring from the Board and offering himself for re-election.
With nearly 35 years of experience in the African natural resources sector, Ethelbert Cooper has been involved in
a number of highly successful ventures. During the 1980s and 1990s, he played a key part in the restructuring
and management of Liberia’s largest iron ore mining project, Lamco/Liminco, and in 2005 he was one of two
principal co-founders of Afren Plc, the FTSE 250-listed pan-African oil and gas exploration company.
Ethelbert Cooper is the Founder and Chairman of African Iron Ore Group Limited (“AIOG”), IMIC’s strategic
partner. Ethelbert Cooper has been instrumental in the formation of an alliance of large Chinese state-owned
corporations to support IMIC and AIOG projects through provision of an integrated package of rail, port, power
and ore-processing infrastructure solutions.
Reflecting his progressive agenda on social issues, Ethelbert Cooper is a member of the President’s Council of
International Advisors at Yale University and a member of the Advisory Board of the WEB Du Bois Institute of
African Studies at Harvard University. He has also endowed the establishment of the recently opened Cooper
Gallery of African and African-American Art at Harvard University, and has also been a pioneering contributor for
a new drive to build greater support of African issues at Yale University. Ethelbert Cooper earned a BA in
Economics from Yale University in 1974.
Ethelbert Cooper offers himself for re-election by Shareholders.
International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014
Page 2
5. Authority to Allot Shares
Resolutions 4 and 5 deal with the renewal of corporate authority for the Board to allot shares on a nonrights issue basis
At the Company’s last AGM, the Board was granted authority to issue and allot shares on a non-rights issue
basis. That authority, which was limited to £120 million at nominal value equating to 60 billion Shares will expire
on 31 December 2014.
The Board seeks fresh approval to be permitted to issue and allot shares on a non-rights issue basis. These
authorities will similarly be limited to £120 million at nominal value equating to 60 billion Shares. If granted, the
authority will expire on 31 December 2015.
6. Annual General Meeting
You will find at the end of this document a notice convening the AGM to be held at the Company’s registered
office, at 40 New Bond Street, London W1S 2RX on 29 January 2015 at 10.00 a.m. Resolutions 1 to 4, which are
to be proposed as ordinary resolutions, require passing by a simple majority of Shareholders. Resolution 5 is to
be proposed as a special resolution and requires approval from 75 per cent. majority of Shareholders.
7. Action to be taken
You will find enclosed with this document a Form of Proxy for use at the AGM. To be valid, a Form of Proxy must
be completed and signed in accordance with the instructions thereon and returned to the Company’s Registrars,
Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as
possible and in any event so as to be received by no later than 10 a.m. on 27 January 2015. The completion and
return of a Form of Proxy will not prevent Shareholders who are entitled to vote from attending and voting in
person at the AGM if they so wish.
8. Documents available
Copies of this document will be available to the public, free of charge, at the Company’s registered office during
usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this
document until the date of the AGM. This document is also available on the Company’s website,
www.imicplc.com.
9. Recommendation
The Directors unanimously recommend that Shareholders vote in favour of the Resolutions at the General
Meeting as they intend to do in respect of their own beneficial holdings.
Yours faithfully
Haresh Kanabar
Director
INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC
International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014
Page 3
Notice of Annual General Meeting (continued)
INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC
(the “Company”)
(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number
05143779)
NOTICE OF AN ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of INTERNATIONAL MINING &
INFRASTRUCTURE CORPORATION PLC (the “Company”) will be held at the Company’s registered offices at
40 New Bond Street, London W1S 2RX on 29 January 2015 at 10.00 a.m. for the purpose of considering and if
thought fit passing the following resolutions (to be considered as ordinary or special resolutions as indicated):
ORDINARY RESOLUTIONS
1. To receive the report and accounts of the Company for the period to 30 June 2014.
2. To re-appoint Ernst & Young LLP as auditors.
3. To re-appoint Ethelbert Cooper as a director.
4. In substitution for any existing authorities, to authorise the directors to allot Relevant Securities (as defined
below) comprising equity securities (as defined by section 560 of the Companies Act 2006) up to an aggregate
nominal amount of £120 million provided that this authority shall, unless renewed, varied or revoked by the
Company, expire on 31 December 2015 save that the Company may, before such expiry, make offers or
agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant
Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution
has expired.
Relevant Securities means:(A) Shares in the Company other than shares allotted pursuant to:(i) an employee share scheme (as defined by section 1166 of the 2006 Act);
(ii) a right to subscribe for shares in the Company where the grant of the right itself constituted a
Relevant Security; or
(iii) a right to convert securities into shares in the Company where the grant of the right itself constituted
a Relevant Security;
and
(B) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe
for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section
1166 of the 2006 Act). References to the allotment of Relevant Securities in the resolution include the grant of
such rights.
SPECIAL RESOLUTION
5. In substitution for any existing authorities, to authorise the directors, subject to the passing of resolution 3 to
allot equity securities (as defined by section 560 of the Companies Act 2006) for cash, either pursuant to the
authority conferred by Resolution 4 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 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
James Ward
Company Secretary
Registered office:
40 New Bond Street
London W1S 2RX
30 December 2014
International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014
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Notes:
1. A member of the Company entitled to attend and vote at the above meeting may appoint a proxy to exercise all of his/her rights to attend, speak and (on a
poll) vote instead of him/her. A proxy need not be a member of the Company. If you wish your proxy to speak on your behalf at the general meeting you will
need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to him/her.
2. A proxy does not need to be a member of the Company but must attend the general meeting to represent you. Details of how to appoint the Chairman of
the general meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your
behalf at the general meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to him/her.
3. Completion and return of a form of proxy does not preclude a member from attending and voting at the meeting in person should he/she so wish. If you
have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint
more than one proxy to exercise rights attached to any one share. For another form to appoint more than one proxy, please contact the Company’s registrars
at Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. Alternatively, you may photocopy the enclosed proxy
card.
5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting
indication is given, the member’s proxy will vote or abstain from voting at his or her discretion. The 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. A form of proxy is enclosed and to be valid must be completed and returned so as to reach the Company’s registrars, Neville Registrars Limited, Neville
House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA (together with a letter or power of attorney or other written authority, if any, under which it is
signed or a notarially certified or office copy of such power or written authority) not later than 48 hours before the time fixed for holding the meeting or any
adjournment thereof.
7. To change proxy instructions a member should simply submit a new form of proxy using the method set out below. Members should note that the cut-off
time for receipt of proxy forms (see above) also applies in relation to amended instructions; any amended proxy form received after the relevant cut-off time
will be disregarded. Members should contact the Company’s registrars for a new proxy form. If a member submits more than one valid form of proxy, the
appointment received last before the latest time for the receipt of proxies will take precedence.
8. In order to revoke a proxy instruction a member needs to inform the Company by sending a signed hard copy notice to the Company’s registrars clearly
stating his or her intention to revoke the proxy appointment. In the case of a member which is a company, the revocation notice must be executed under its
common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which
the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must
be received by the Company’s registrars at the address set out above not later than 48 hours before the time fixed for holding the meeting or any
adjournment thereof. If a member attempts to revoke their proxy appointment but the revocation is received after the time specified then, subject to note 3
above, their proxy appointment will remain valid.
9. The register of interests of the Directors and their families in the share capital of the Company kept by the Company under section 809 of the Companies
Act 2006 will be produced at the start of the general meeting until the conclusion of the general meeting.
10. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the Register of Members of the Company
as at 6 p.m. on the penultimate day before the meeting , being not more than 48 hours before the time fixed for the meeting, are entitled to attend, speak or
vote at this meeting in respect of the number of shares registered in their name at that date and time. Changes to entries on the register after that date and
time shall be disregarded in determining the right to attend, speak or vote at the meeting.
11. 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).
International Mining & Infrastructure Corporation plc Notice of Annual General Meeting 2014
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