Frontier Resources International plc
LSE : FRGP

June 14, 2013 07:13 ET

Notice of AGM

                                                                                                  14 June 2013
                                                                                                  GB00B3K9ML24
                                                            
                                          Frontier Resources International Plc
                                               ("Frontier" or the "Company")
                                                            
                                            Notice of Annual General Meeting
                                                            
                        The text set out below was posted to shareholders in the Company on 4 June 2013.
                                                            
                                                            
                                          Frontier Resources International Plc
                                                            
                                             NOTICE OF ANNUAL GENERAL MEETING
                                                            

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING ("AGM") of the Company will be held at:

Marriott Harrison, 11 Staple Inn, London WC1V 7QH at 2pm on Friday 28th June 2013.

The  AGM  will  be held in order to consider and if thought fit, pass resolutions 1 to 7 (inclusive) below  as  ordinary
resolutions and resolution 8 below as a special resolution.

Ordinary resolutions

1.      THAT  the  report  of the directors, the financial statements and the report of the auditors for  the  Company's
        financial year ended 31st December 2012, be received and adopted.
  
2.      THAT  Richard Piper, whose office terminates at the AGM and who becomes eligible for re-appointment pursuant  to
        article 24.6 of the Company's articles of association, be re-appointed as a director of the Company (Non-executive
        Director).
        
3.      THAT  Andrew Grosse, whose office terminates at the AGM and who becomes eligible for re-appointment pursuant  to
        article 24.6 of the Company's articles of association, be re-appointed as a director of the Company (Non-executive
        Director).
        
4.      THAT  Barbara Spurrier, whose office terminates at the AGM and who becomes eligible for re-appointment  pursuant
        to article 24.6 of the Company's articles of association, be re-appointed as a director of the Company (Executive
        Director).

5.      THAT  UHY  Hacker Young of Quadrant House, 4 Thomas More Square, London E1W 1YW be re-appointed as  auditors  of
        the Company to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting of the
        Company at which financial statements are laid before the Company's shareholders and to authorise the directors to
        determine their remuneration.
        
6.      THAT, in substitution for all previous authorities and in accordance with section 551 of the Companies Act  2006
        (the "Act"), the directors be and they are hereby generally and unconditionally authorised to allot shares in the
        Company or grant rights to subscribe for or convert any securities into shares provided that this authority shall be
        limited up to an aggregate nominal amount of £600,000, 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 shares to be allotted after such expiry
        and the directors may allot shares 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
        551 of the Act are revoked (save to the extent relied on prior to the passing of this resolution).
        
7.      THAT,  the Company may, subject to and in accordance with the provisions of the Companies Act 2006, send, convey
        and/or supply all types of notices, documents or information to its members by means of electronic equipment for the
        processing (including, without limitation, by means of digital compression), storage and transmission of data, using
        wires,  radio optical technologies, or any other electronic or electromagnetic means, or by making such notices,
        documents or information available on a website.
        
Special resolution
        
8.      THAT,  subject  to  the passing of the resolution 6 above but in substitution for all previous authorities,  the
        directors be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 (the "Act") to allot equity
        securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by resolution 6 above as
        if section 561(1) of the Act did not apply to any such allotment for the period expiring at the conclusion of the next
        annual general meeting of the Company, provided that this power shall be limited to the allotment of equity securities
        up to an aggregate nominal amount of £300,000, unless previously renewed, varied or revoked and that the Company may
        before such expiry make an offer or agreement which would or might require equity securities to be granted in pursuance
        of any such offer or agreement notwithstanding that the authority conferred hereby has expired.
        


BY ORDER OF THE BOARD





Signed:             
            Michael J. Keyes, Chief Executive Officer
            For and on behalf of Frontier Resources International Plc
    

Dated:      4th June 2013


Registered Office: Staple Court, 11 Staple Inn Buildings, London WC1V 7QH



Notes:

1.      Shareholders  entitled to attend and vote at the AGM ("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 AGM 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 AGM 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, Neville Registrars Limited, Neville House, 18 Laurel
        Lane, Halesowen, West Midlands, B63 3DA by not later than 2pm on Thursday 27th June 2013 (being 24 hours prior to the
        time fixed for the AGM, excluding weekends and public holidays).

2.      Representatives  of  Shareholders  which are corporations attending the AGM 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 Company's Articles of
        Association.

3.      In  order to facilitate voting by corporate representatives at the AGM, arrangements will be put in place at the
        AGM so that (i) if a corporate shareholder has appointed the chairman of the AGM 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 AGM,
        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 AGM but the corporate shareholder has not appointed the
        chairman of the AGM 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
        2pm on Thursday 27th June 2013 (being 24 hours prior to the time fixed for the AGM) 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 2pm on Thursday 27th June 2013 shall be disregarded in determining the rights of any person to attend
        or vote at the AGM.

5.      The  Register  of  Directors' Interests, together with the Directors' service agreements,  and  a  copy  of  the
        Articles, will be available for inspection at the Company's registered office 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 AGM.


The Directors of the Company are responsible for the contents of this announcement.

Contact Details:
Frontier Resources International Plc.
Jack Keyes, CEO
Telephone: +1 (281) 920-0061

Ric Piper, Chairman
Telephone: +44 7966 381974

ISDX Corporate Adviser
Peterhouse Corporate Finance Limited
Duncan Vasey and Mark Anwyl
Telephone:+44 (0) 20 7220 9796

Contact Information

  • Frontier Resources International plc