Annual Meeting of Shareholders

Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM“) of Minco Exploration PLC (“Minco” or the “Company“) will be held at the registered office of the Company, 17 Pembroke Street Upper, Dublin 2, D02 AT22, Ireland on Thursday, 8 September 2022 at 2:00 PM for the following purposes:

Ordinary Business:

    1. To receive and consider the Company’s Financial Statements for the year ended 31 December 2021 and the reports of the Directors and Auditor thereon.
    2. To re-elect Patrick Downey as a Director, who retires by rotation in accordance with Regulation 95 of the Articles of Association and being eligible, offers himself for re-election in accordance with the Regulation 97.
    3. To re-elect John F. Kearney as a Director, who retires by rotation in accordance with Regulation 95 of the Articles of Association and being eligible, offers himself for re-election in accordance with the Regulation 97.
    4. To re-elect Michael Power as a Director, who retires by rotation in accordance with Regulation 95 of the Articles of Association and being eligible, offers himself for re-election in accordance with the Regulation 97.
    5. To re-appoint UHY Farrelly Dawe White Limited as the Auditor and to authorise the Directors to fix the remuneration of the Auditor for the year ending 31 December 2022.

Special Business:

Ordinary Resolution
    1. The Directors be and are hereby generally and unconditionally authorised pursuant to Section 1021 of the Companies Act 2014 (“2014 Act“), in substitution for all existing such authorities, to exercise all powers of the Company to allot relevant securities (within the meaning of Section 1021 of the 2014 Act) provided that such power shall be limited to the allotment of relevant securities up to a maximum aggregate nominal value equal to the nominal value of the authorised but unissued ordinary share capital of the Company from time to time. The authority hereby conferred shall expire on 8 September 2027, unless previously revoked, renewed or varied by the Company, save that the Company may before such expiry date make an offer or agreement which would or might require relevant securities to be allotted after such authority has expired and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.
Special Resolution
    1. Subject to the passing of Resolution 6 above that the Directors be and are hereby empowered pursuant to Section 1022 and Section 1023(3) of the Companies Act 2014 (“2014 Act”), in substitution for all existing such authorities, to allot equity securities (within the meaning of Section 1023 of the 2014 Act) for cash pursuant to the authority conferred by Resolution 6 above as if Section 1022(1) of the 2014 Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities (including, without limitation, any shares purchased by the Company pursuant to the provisions of the 2014 Act and held as treasury shares) up to an amount equal to the aggregate nominal value of the authorised but unissued ordinary share capital of the Company from time to time. The authority hereby conferred shall expire 8 September 2027, save that the Company may before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such authority has expired and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the power hereby conferred had not expired. The authority hereby conferred may be renewed, revoked or varied by special resolution of the Company.

 

Notes to the Notice of Annual General Meeting

Resolution No. 6 – Authority to Allot Relevant Securities

By Resolution 6, the Directors will, at the AGM, seek a general authority under Section 1021 of the Companies Act, 2014 to allot shares up to a maximum aggregate nominal value equal to the nominal value of the authorised but unissued ordinary share capital of the Company from time to time. The authority will, expire five years from the date of the AGM.

Resolution No. 7 – Authority to Disapply Statutory Pre-emption Rights

Shareholders are being asked to renew for a period of five years, the Directors’ authority to allot shares for cash pursuant to the authority conferred by Resolution 6 above as if Section 1022(1) of the 2014 Act did not apply to any such allotment, that is otherwise than in accordance with statutory pre-emption provisions in the event of a rights issue or in respect of any other issue of equity securities for cash up to a maximum aggregate nominal value equal to the nominal value of the authorised but unissued ordinary share capital of the Company from time to time. The Directors will exercise this authority only if they consider this to be in the best interests of shareholders generally at that time.

Proxy Voting

Any member entitled to attend, speak, ask questions and vote at the AGM may exercise his or her right to vote by appointing one or more proxies. In the exceptional circumstances of the COVID-19 pandemic, the Board of Directors strongly encourages members to appoint the Chairman of the AGM as their proxy.

If you appoint someone other than the Chairman of the AGM to be your proxy, that person may not be able to attend the AGM if the prevailing COVID-19 guidance in relation to social distancing and public gatherings require the Company to conduct the AGM as a closed meeting.

Deadlines for Receipt by the Company of Proxy Voting Instructions

You will find a Form of Proxy accompanying this document for use in connection with the AGM. For shareholders whose name appears on the Register of Members of the Company (being those who hold their Ordinary Shares in certificated (i.e. physical paper format), the Proxy (together with any power of attorney or other authority under which it is executed, or a duly certified copy thereof) should be completed and returned as soon as possible to the Company’s office at Minco Exploration – Coolfore Road QME, Ardbraccan, Navan, Co. Meath, Ireland, and in any event, in order to be valid, so as to arrive not later than 2:00 PM on 6 September 2022, (or, in the case of any adjournment, no later than 48 hours before the time fixed for holding the adjourned AGM).

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the Register of Members.

Persons who hold their interest in Ordinary Shares of the Company indirectly through a nominee or custodian should consult such nominee or custodian, or their stockbroker or other intermediary at the earliest opportunity for further information on the process and timeline for submitting proxy voting instructions for the AGM through such nominee, custodian or intermediary.

Register of Members

The Company, pursuant to Section 1105 (as amended) of the Companies Act, 2014 has specified that only those shareholders registered in the Register of Members of the Company as at 6pm on 5 September 2022 (or in the case of an adjournment as at 6pm on the day before a date not more than 72 hours before the adjourned meeting) shall be entitled to participate and vote at the AGM. Changes in the register after this time will be disregarded in determining the right of any person to attend, speak, ask questions and/or vote at the meeting.

Poll

All Resolutions at the AGM will be put to a poll. Pursuant to Section 190(b) of the 2014 Act, where a poll is taken at the AGM, a Shareholder, present in person or by proxy, holding more than one share need not cast all his/her votes in the same way.

Documentation

Copies of all documents to be tabled before or considered at the AGM are available on the Company’s website www.MincoExploration.com. Should you not receive a Form of Proxy, or should you wish to be sent copies of these documents, you may request this by emailing the Secretary of the Company at investors@MincoExploration.com or by writing to the Company at its registered office.

Notice of Meeting

Form of Proxy