African Eagle Resources PLC
 

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NOTICE OF ANNUAL GENERAL MEETING

News Report
1 June 2006

Notice is hereby given that the Annual General Meeting of the Company will be held at the Company's registered office at 2nd Floor, 6-7 Queen Street, London EC4N 1SP on 29 June 2006 at 2:00pm for the following purposes:

Ordinary business

  1. To receive the annual report and financial statements for the year ended 31 December 2005.
     
  2. To re-elect Mr J Park who is retiring by rotation in accordance with the Articles of Association as a director of the Company.
     
  3. To re-elect Mr C Davies who is retiring by rotation in accordance with the Articles of Association as a director of the Company.
     
  4. To reappoint Grant Thornton UK LLP as Auditors and to authorise the directors to fix their remuneration.
     
  5. To adopt for a further 5 years the Company's Unapproved Share Option Scheme ("the Scheme").
     

Special business

To consider and if thought fit to pass the following resolutions:

Ordinary Resolutions

  1. THAT the Company increase its Authorised Share Capital by £2,000,000 beyond its existing Authorised Share Capital of £2,000,000 by the creation of 200,000,000 Ordinary Shares of £0.01p each, such shares ranking pari passu with the existing Ordinary Shares of £0.01p each in the capital of the Company.
     
  2. THAT the directors be and they are hereby generally and unconditionally authorised and empowered for the purposes of Section 80 of the Companies Act 1985 ("the Act") to exercise all powers of the Company to allot relevant securities (within the meaning of Section 80(2) of the Act), to such persons at such times and upon such terms and conditions as they may determine (subject always to the Articles of Association of the Company) up to an aggregate nominal amount of the authorised but unissued share capital of the Company. The authority will (unless revoked, varied or renewed) expire on the date of the Company's next Annual General meeting (or if sooner the expiry of 15 months after the passing of this Resolution) except as regards an allotment made pursuant to an offer or agreement made by the Company before such date which would or might require equity securities to be allotted after such expiry, such authority to be in substitution for all existing authorities granted to the directors in respect of the allotment of relevant securities.
     

Special Resolutions

  1. THAT subject to the passing of Resolution 6, Clause 6 of the Memorandum of Association of the Company be amended to read as follows: "The Company's share capital is £4,000,000 divided into 400,000,000 Ordinary Shares of one penny each."
     
  2. THAT subject to the passing of Resolution 6, Clause 3 of the Articles of Association of the Company be altered so that it shall now read as follows:" The share capital of the Company is £4,000,000 divided into 400,000,000 Ordinary Shares of one penny each."
     
  3. THAT subject to the passing of Resolution 7 the directors be and they are hereby empowered pursuant to Section 95 of the Act to allot and to make offers or agreements to allot equity securities (as defined by Section 94(2) of the Act) for cash, pursuant to the authority conferred by Resolution 7 above , as if section 89(1) of the Act did not apply to any such allotment, provided that such power shall be limited to:
     
    1. the allotment of equity securities in connection with any offer by way of rights in favour of the holders of ordinary shares in the Company where the equity securities respectively be attributed to the interests of the ordinary shareholders proportionate to the respective numbers of ordinary shares held by them subject to only such exclusions or other arrangements as the directors deem necessary or expedient to deal with fractional entitlement, legal or practical problems arising in any overseas territory or the requirements of any regulatory body or Stock Exchange or otherwise; and
       
    2. the allotment (otherwise pursuant to sub-paragraph (i) above) of equity securities up to the nominal amount of the authorised but unissued share capital of the Company from time to time;
       
    Such power (unless previously revoked, varied or renewed) shall expire at the conclusion of the Annual General Meeting to be held in 2007, (or if sooner the expiry of 15 months after the passing of the Resolution) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if the power conferred thereby had not expired.
     

The following special business will be conducted at the meeting:

  1. Increase in the Authorised Share Capital
     
    An Ordinary Resolution (No 6 in the Notice) and Special Resolutions (No 8 and No 9 in the Notice) will be proposed to increase the Authorised Share Capital of the Company.
     
  2. Authority to allot shares
     
    An Ordinary Resolution (No 7 in the Notice) and a Special Resolution (No 10 in the Notice) will be proposed to empower the directors to allot and issue shares up to the nominal but unissued share capital of the Company without first having to offer such shares on a pre-emptive basis to existing shareholders in proportion to their existing shareholdings .
     
    The proposed power will expire on the date of the next AGM or 15 months from the date of approval of the Resolutions, whichever is sooner.

By order of the Board
1 June 2006

Bevan Metcalf
Company Secretary

Registered Office:
2nd Floor, 6-7 Queen Street, London EC4N 1SP, UK

 
UK Office & Registered Address : 2nd Floor, 6-7 Queen Street, London, EC4N 1SP, UK,
+44 20 72 48 60 59 Fax +44 20 76 91 77 45 email info@africaneagle.co.uk
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