Frontier Resources International plc
LSE : FRGP

June 24, 2009 05:46 ET

Notice of AGM

                                                                                          GB00B3K9ML24
                                                                                            24/06/2009
                                                   
                                 Frontier Resources International Plc
                                                   
                                            ("the Company")
                                                   
                                   Notice of Annual General Meeting
                                                   

NOTICE  IS  HEREBY GIVEN that the ANNUAL GENERAL MEETING ("AGM") of the Company will be  held  at  the
Company's registered office, which is at:

Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH at 5pm on Monday 20th July
2009.

The  meeting will be held in order to consider and if thought fit, pass resolutions 1 to  4  below  as
ordinary resolutions and resolution 5 below as a special resolution.

Ordinary resolutions

1.      To  receive and adopt the report of the directors, the financial statements and the report  of
        the auditors for the period ended 31st December 2008.
  
2.      To  re-appoint Michael J. Keyes as a director of the Company (Chief Executive Officer),  whose
        office terminates at the AGM and who becomes eligible for re-appointment pursuant to article 24.5 of
        the Company's articles of association ("the Articles").

3.      To  re-appoint  BDO  Stoy Hayward LLP of 55 Baker Street, London W1U 7EU as  auditors  of  the
        Company to hold office from the conclusion of this meeting until the conclusion of the next general
        meeting at which financial statements are laid before the Company and to authorise the directors to
        determine their remuneration.

4.      That,  in  substitution for all existing authorities, the directors be  and  they  are  hereby
        generally and unconditionally authorised to allot relevant securities pursuant to section 80 of the
        Companies Act 1985 ("the Act") up to the amount of the authorised but unissued share capital of the
        Company for the period expiring at the conclusion of the next annual general meeting of the Company,
        unless renewed, varied or revoked by the Company beforehand (provided that 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 hereby has expired), and so that all previous
        authorities given by the Company in a general meeting pursuant to section 80 of the Act are revoked
        (save to the extent relied on prior to the passing of this resolution).
    
Special resolution
    
5.      That, conditional on the passing of resolution 4 (above), the directors be and they are hereby
        empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section
        94 of the Act) for cash as if section 89(1) of the Act did not apply to any such allotment provided
        that the power is limited to the allotment of equity securities for cash or otherwise up to an
        aggregate nominal amount of £60,000 but the Company may before the expiry of the authority conferred
        on them by this resolution 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 hereby has expired.
    

BY ORDER OF THE BOARD


Notes:

1.      Shareholders entitled to attend and vote at the meeting ("Shareholders") may appoint  a  proxy
        or proxies to attend and speak on their behalf.  A shareholder may appoint more than one proxy in
        relation to the AGM provided that each proxy is appointed to exercise the rights attached to a
        different share or shares held by that shareholder. A proxy need not be a member of the Company.  To
        appoint more than one proxy you may photocopy the Proxy Form which accompanies this notice.  Investors
        who hold their shares through a nominee may wish to attend the meeting as a proxy, or to arrange for
        someone  else to do so for them, in which case they should discuss this with their nominee  or
        stockbroker.  Shareholders are invited to complete and return the enclosed Proxy Form. Completion of
        the Proxy Form will not prevent a Shareholder from attending and voting at the meeting if subsequently
        he/she finds they are able to do so. To be valid, completed Proxy Forms must be received at the
        offices of the Company's registrars, SLC Registrars, Thames House, Portsmouth Road, Surrey, Esher KT10
        9AD by not later than 5pm on Thursday 16th July 2009 (being 48 hours prior to the time fixed for the
        meeting, excluding weekends and public holidays) or, in the case of an adjournment, as at 48 hours
        prior to the time of the adjourned meeting (weekends and public holidays excluded).

2.      Representatives  of Shareholders which are corporations attending the meeting  should  produce
        evidence of their appointment by an instrument executed in accordance with section 44 of the Companies
        Act  2006 or signed on behalf of the corporation by a duly authorised officer or agent and  in
        accordance with article 36 of the Articles.

3.      In  order to facilitate voting by corporate representatives at the meeting, arrangements  will
        be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of
        the meeting as its corporate representative to vote on a poll in accordance with the directions of all
        the  other corporate representatives for that shareholder at the meeting, then on a poll those
        corporate representatives will give voting directions to the chairman and the chairman will vote (or
        withhold a vote) as corporate representative with those directions; and (ii) if more than  one
        corporate representative for the same corporate shareholder attends the meeting but the corporate
        shareholder  has not appointed the chairman of the meeting as its corporate representative,  a
        designated corporate representative will be nominated, from those corporate representatives who
        attend, who will vote on a poll and the other corporate representatives will give voting directions to
        that designated corporate representative. Corporate shareholders are referred to the guidance issued
        by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives
        (www.icsa.org.uk) for further details of this procedure.

4.      The  Company,  pursuant  to Regulation 41 of the Uncertificated Securities  Regulations  2001,
        specifies that only those holders of ordinary shares in the capital of the Company registered in the
        register of members of the Company at 5pm on Saturday 18th July 2009 (being 48 hours prior to the time
        fixed for the meeting) shall be entitled to attend and vote at the AGM in respect of such number of
        shares registered in their name at that time. Changes to entries in the register of members after 5pm
        on Saturday 18th July 2009 shall be disregarded in determining the rights of any person to attend or
        vote at the meeting.

5.      The  Register of Directors' Interests, together with the Directors' service agreements, and  a
        copy of the Articles, will be available for inspection during usual business hours on any weekday
        (weekends and public holidays excluded) until the date of the AGM and also at the AGM from 9.30am on
        the day of the AGM until the conclusion of the meeting.


The Directors of the issuer accept responsibility for this announcement.

Contact Details:

Frontier Resources International Plc
Jack Keyes
Telephone: +1 (281) 920 0061

St Helen's Capital Plc:
Mark Anwyl/Duncan Vasey
Telephone: +44 20 7628 5582

Conduit PR
Jonathan Charles
Telephone: +44 207 429 6611
Mobile: +44 7791 892509
Email: jonathan@conduitpr.com


Contact Information

  • Frontier Resources International plc