NOTICE IS HEREBY GIVEN that a Special General Meeting of Spitfire Oil Limited (“the Company”) will be held at the ninth floor, BGC Centre, 28 The Esplanade, Perth. WA 6000. Australia, on Monday 7th September 2020 at 3.00 pm (local time) to pass the following resolutions to dissolve the Company by way of a Members’ voluntary liquidation:
- That the Company be wound up voluntarily pursuant to the provisions of the Bermuda Companies Act 1981;
- That Christian Luthi be appointed Liquidator for the purposes of such winding-up, such appointment to be effective forthwith;
- That the Liquidator be and is hereby authorised to distribute the surplus assets in specie as he may determine;
- That the Liquidator be and is hereby authorised to appoint Attorneys-in-Fact to act on his behalf;
- That the liquidator be and is hereby directed that all existing bank mandates for all bank accounts in the Company’s name, remain unchanged but that the current signatories on the account not act without the prior written authorisation of the liquidator provided always that the liquidator will make changes to said mandate at any time if he deems it appropriate and in the interests of the Shareholders and/or creditors of the Company; and
- That the Liquidator be remunerated for all work reasonably and properly carried out in the winding-up of the Company, together with reasonable out-of-pocket expenses and proper disbursements incurred in connection with the liquidation.
BY ORDER OF THE BOARD
Dated: 12th August 2020.
NOTE: Shareholders will not receive a hard copy form of proxy for this SGM in the post. Instead, shareholders will be able to vote electronically using the link www.signalshares.com. Shareholders will need to log into their signal shares account or register if not previously done so. To register shareholders will need their investor code, detailed on their share certificate or available from our registrar, Link Group. Further details are given overleaf.
In the case of holders of Depository Interests representing shares in the Company, an electronic vote must be submitted through the CREST system in order to instruct Link Market Services Trustees Limited, the Depository, to vote on the holder’s behalf at the meeting by proxy or, if the meeting is adjourned, at the adjourned meeting. Instructions can be submitted via the CREST system to be received by the issuer’s agent, Link Group (ID: RA10) by 8.00 am (UK time) on 2nd September 2020.
Notice of Meeting Notes:
The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf.
- To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of trading on 4th September 2020. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
- Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to attend and to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder of the Company.
- 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).
- A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
- You will not receive a hard copy Proxy form or a Form of Direction however you are still encouraged to submit your vote either:
- by logging on to www.signalshares.com and following the instructions;
- You may request a hard copy form of proxy directly from the registrars, Link Group on Tel: 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales
- In the case of holders of Depository Interests representing shares in the Company, an electronic vote must be submitted through the CREST system in order to instruct Link Market Services Trustees Limited, the Depository, to vote on the holder’s behalf at the meeting by proxy or, if the meeting is adjourned, at the adjourned meeting. If you are a CREST Personal Member, or other CREST Sponsored Member, you should consult your CREST sponsor, who will be able to take appropriate action on your behalf. Instructions can be submitted via the CREST system to be received by the issuer’s agent, Link Group (ID: RA10) by 8am (UK time) on 2nd September 2020. Each holder of Depository Interests may request that a hard copy Form of Direction is sent to them free of charge. The Depository may be contacted at Link Group, 34 Beckenham Road, Beckenham, Kent BR3 4TU or at the Depository’s Shareholder Helpline: 0371 664 0391Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. To be effective, electronic vote must be submitted on-line or completed and signed Form of Direction (and any power of attorney or other authority under which it is signed) must be delivered to Link Group, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 8AM (UK time) on 4th September 2020.
- If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
- Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.
- As at 12th August 2020 (being the latest practicable business day prior to the publication of this Notice), the Company’s ordinary issued share capital consists of 25,884,001 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 12th August 2020 are 25,884,001.
- Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
- You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.
A copy of this Notice can be found on the Company’s website at http://www.spitfireoil.com
The notice is available to download in Adobe Acrobat PDF format. Please click on the link below: