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All Star Minerals Plc - Notice of Annual General Meeting

·6-min read

ALL STAR MINERALS PLC
(company number 04228788)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the “Meeting”) of All Star Minerals Plc (the "Company") will be held at Cardinal House, 46 St Nicholas Street, Ipswich, Suffolk, IP1 1TT on Monday 30 November 2020 at 12.00pm to transact the following business.

Given the current circumstances in relation to Covid-19, the board of directors of the Company has made the decision that the Meeting will be held as a closed meeting as permitted by the provisions of the Corporate Insolvency and Governance Act 2020. This means that the Meeting will be convened with the minimum quorum of shareholders (facilitated by the Company) to conduct the formal business of the Meeting. As such, for the safety and security of all involved, shareholders and their proxies are unable to attend the Meeting in person this year. Any Shareholder who attempts to attend the meeting in person will have to be refused entry. In light of this, you are strongly advised to appoint Ian Harebottle acting as the Chairman of the meeting as your proxy to ensure that your vote is counted.

As Ordinary Business

1. To receive and consider the Company's audited accounts for the year ended 31st December 2019 and the directors' and auditors' reports thereon.

2. To ratify the appointment of Ian Timothy Harebottle as Director of the Company.

3. To ratify the appointment of Richard Andrew Lloyd as Director of the Company.

4. To re-appoint Price Bailey as auditor and authorise the directors to fix the auditor remuneration.

As Special Business

To consider and if thought fit to pass the following Resolution which will be proposed as an Ordinary Resolution:

Ordinary Resolution

5. That the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560 of the Companies Act 2006):

5.1 in the case of ordinary shares in the Company, having a nominal amount; and

5.2 in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company having a nominal amount,

not exceeding, in aggregate, £850,000 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.

This resolution revokes and replaces all unexercised authorities previously granted to the

Directors to allot equity securities but without prejudice to any allotment of shares or grant of

rights already made, offered or agreed to be made pursuant to such authorities.

To consider and if thought fit to pass the following Resolution which will be proposed as a Special

Resolution:

Special Resolution

6. That, subject to the passing of resolution 5, the Directors be given the general power to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 5 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 this power shall be limited to the allotment of equity securities having:

6.1 in the case of ordinary shares in the Company, having a nominal amount; and

6.2 in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company having a nominal amount,

not exceeding, in aggregate, £850,000 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

Ian Harebottle
Chairman of the Meeting
All Star Minerals Plc
Cardinal House
46 St Nicholas Street
Ipswich
Suffolk
IP1 1TT

5 November 2020

Notes to the Notice of Annual General Meeting

Appointment of proxies

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 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 proxy form.

2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please use the procedures set out in the notes to the proxy form.

3. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed (or a copy of it notorially certified in some other way approved by the directors) must be deposited with Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD not less than 48 hours before the time of the meeting. Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person.

4. 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).

Communication

5. Except as provided above, members who have general queries about the Meeting should telephone Ian Harebottle on +44 (0) 1892 834 970 (no other methods of communication will be accepted).

6. You may not use any electronic address provided either:

  • in this notice of annual general meeting; or

  • in any related documents (including the chairman's letter and proxy form),

to communicate with the Company for any purposes other than those expressly stated.

Corporate representatives

7. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.