Acacia Mining plc
Notice of Annual General Meeting 2017
To be held at the Surrey Room, Langham Hotel, 1c Portland Place, Regent Street,
London, W1B 1JA on Thursday 20 April 2017 at 13.00 (UK time)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
THIS DOCUMENT GIVES NOTICE OF THE ACACIA MINING PLC (‘ACACIA’) 2017 ANNUAL GENERAL MEETING AND SETS OUT RESOLUTIONS
TO BE VOTED ON AT THE MEETING. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, IT IS RECOMMENDED THAT YOU
SEEK YOUR OWN ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR
OTHER APPROPRIATE INDEPENDENT PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000
IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT
PROFESSIONAL ADVISER.
IF YOU SELL OR HAVE SOLD OR HAVE OTHERWISE TRANSFERRED ALL OF YOUR ORDINARY SHARES IN ACACIA (‘ORDINARY SHARES’),
YOU SHOULD SEND THIS DOCUMENT TOGETHER WITH THE ACCOMPANYING DOCUMENTS AT ONCE TO THE PURCHASER OR
TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED, FOR
ONWARD TRANSMISSION TO THE PURCHASER OR TRANSFEREE. IF YOU SELL OR HAVE SOLD ONLY PART OF YOUR HOLDING OF
ORDINARY SHARES, YOU SHOULD RETAIN THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS AND CONSULT THE BANK,
STOCKBROKER OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED.
WHETHER OR NOT YOU PROPOSE TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE AND SUBMIT A PROXY
APPOINTMENT FORM IN ACCORDANCE WITH THE NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING SET OUT ON PAGES 7 TO
9. TO BE VALID, THE PROXY APPOINTMENT FORM MUST BE RECEIVED AT THE ADDRESS FOR DELIVERY SPECIFIED IN THE NOTES BY NO
LATER THAN 13.00 (UK TIME) ON TUESDAY 18 APRIL 2017. APPOINTMENT OF A PROXY WILL NOT PREVENT MEMBERS FROM ATTENDING
AND VOTING IN PERSON SHOULD THEY WISH TO DO SO.
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Acacia Mining plc
5th Floor
1 Cavendish Place
London, W1G 0QF
United Kingdom
Incorporated in England and Wales with Registered Number 7123187
15 March 2017
Dear Shareholder,
On behalf of the Directors of Acacia Mining plc (together the ‘Directors’), it gives me great pleasure to invite you to attend the 2017
Annual General Meeting (‘AGM’) of Acacia Mining plc (the ‘Company’ or ‘Acacia’) which will be held at the Surrey Room, Langham Hotel,
1c Portland Place, Regent Street, London, W1B 1JA on Thursday 20 April 2017 at 13.00 (UK time).
The formal Notice of AGM detailing the resolutions on which the shareholders are invited to vote at the meeting is set out on pages 4
to 6 of this document. Explanatory notes on those resolutions are provided on pages 10 to 18.
The AGM provides shareholders with an opportunity to communicate with the Directors and we welcome your participation.
The Directors believe that the resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders
as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions set out in the Notice.
If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to
vote, I will vote in favour of each of the resolutions set out in the Notice.
The following is a brief summary of the items of business:
Resolution 1 relates to the receiving of the annual audited accounts for the year ended 31 December 2016 and related reports.
Resolutions 2 and 3 relate to the approval of the Directors’ Remuneration Report for the year ended 31 December 2016 and the
approval of the Directors’ Remuneration Policy.
Resolution 4 relates to the approval of the final dividend. The Directors recommend a final dividend of US8.4 cents per Ordinary Share
for the year ended 31 December 2016.
Resolutions 5 to 13 relate to the election or re-election, as the case may be, of the Directors specified in those resolutions. By virtue
of the fact that Barrick Gold Corporation holds approximately 64% of the Company’s issued share capital, the Company must comply
with the “controlling shareholder” obligations under the Listing Rules which were introduced by the Financial Conduct Authority in
2014. Under these new rules, the Company must, when proposing the election of independent non-executive directors at a general
meeting, seek the approval of not only its shareholders as a whole, but also, separately, its independent shareholders. The Company’s
independent shareholders are all those shareholders entitled to vote at this meeting with the exception of Barrick Gold Corporation and
its associates. Further details and information on how this separate approval will be sought are set out on page 10.
Resolutions 14 and 15 relate to the re-appointment of auditors and the authorisation of the Audit Committee to set their fees.
Resolution 16 seeks shareholder approval for the authorisation of the Directors to allot new shares until the Company’s 2017
Annual General Meeting up to an aggregate nominal amount of £13,532,821 and a further aggregate amount up to £13,532,821 in
connection with a rights issue. The amount of £13,532,821 represents approximately 33% of the Company’s Ordinary Shares in issue
as at 1 March 2017.
Resolution 17 seeks shareholder approval for the authorisation of the Directors to allot shares for cash without first offering them to all
existing shareholders pursuant to their statutory pre-emption rights. Any allotments for cash must be in connection with a pre-emptive
offer or rights issue or otherwise be limited to an aggregate nominal amount of £4,100,854. The amount represents approximately
10% of the Company’s Ordinary Shares in issue as at 1 March 2017. This disapplication authority is in line with institutional shareholder
guidance, and in particular with the Pre-Emption Group’s Statement of Principles (the ‘Statement of Principles’), which provided for the
authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5% to 10% of the
Company’s issued ordinary share capital, provided that the Company confirms that it intends to use the additional 5% authority only in
connection with an acquisition or specified capital investment. Further information on this resolution is provided in the explanatory notes.
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Acacia Mining plc
Resolution 18 seeks shareholder approval for the authorisation of the Directors to make market purchases of the Company’s Ordinary
Shares, up to a maximum number of 41,008,550 shares. This represents approximately 10% of the Company’s Ordinary Shares in
issue as at 1 March 2017.
Resolution 19 enables the Company to call general meetings (other than an annual general meeting) on 14 clear days’ notice.
Resolution 20 seeks shareholder approval for an amendment to the rules of the Company’s existing Long-Term Incentive Plan (LTIP)
which increases the limit on the maximum market value over which awards can be granted from 200% of salary to 400% of salary
in any financial year. This amendment has been made to be consistent with the policy of granting nil-cost options to members of the
Company’s Executive Leadership Team, rather than restricted share units, going forward. A maximum award of 400% of salary under
the proposed rules and a target award of 200% of salary under the previous rules are equivalent as the vesting conditions have also
been revised such that, going forward, the achievement of the maximum performance level will deliver 1x the maximum award, rather
than 2x the target award under the previous rules. For completeness, certain amendments which did not require shareholder approval
because they were of an administrative and/or immaterial nature were recently approved by the Compensation Committee on behalf of
the Board and include amendments that:
i.
facilitate the delivery of future LTIP awards through nil-cost options rather than restricted share units;
ii. extend the LTIP performance period from three years to five years (including associated changes to vesting and leaver
provisions as described in the explanatory notes); and
iii. extend the existing malus and clawback provisions to all LTIP participants for a period of one year following the end of the
applicable performance period and in a wider set of circumstances beyond just gross misconduct.
The business of the meeting will be conducted on a poll. I would encourage shareholders to exercise their right to vote in the
following ways:
•
If you will be attending the AGM, please bring the attendance card sent with your Form of Proxy with you to the AGM.
•
If you are not able to attend the AGM in person, you can cast your votes by proxy by completing the enclosed Form of Proxy
and returning it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by completing a
proxy appointment online at www.investorcentre.co.uk/eproxy. Full details of how to vote on the Form of Proxy can be found on
page 7.
•
CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the
AGM as detailed in the Notes to the Notice of AGM on page 8. Please note that all proxy forms and appointments, whether
postal or electronic, must be received at the address specified in the Notes to the Notice by 13.00 (UK time) on Tuesday
18 April 2017. Appointment of a proxy will not prevent shareholders from attending in person and voting at the meeting,
should they subsequently decide to do so.
Further information regarding all proposed resolutions is provided in the Explanatory Notes on Resolutions.
The results of voting on the resolutions will be posted on the Company’s website immediately after the AGM. I look forward to seeing
you at the AGM.
Yours faithfully,
Kelvin Dushnisky
Chairman of the Board
Notice of Annual General Meeting 2017
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Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Acacia Mining plc (the ‘Company’) will be held at 13.00 (UK time) on
Thursday 20 April 2017 at the Surrey Room, Langham Hotel, 1c Portland Place, Regent Street, London, W1B 1JA United Kingdom to
consider and, if thought appropriate, pass the resolutions set out below.
Resolutions 1 to 6 (inclusive) and 13 to 16 (inclusive) will be proposed as ordinary resolutions. Resolutions 7 to 12 (inclusive) will
be proposed as ordinary resolutions but will be conditional on separate approval by Independent Shareholders or by further ordinary
resolution as specified in the explanatory notes to this Notice of Annual General Meeting. Resolutions 17 to 20 (inclusive) will be
proposed as special resolutions.
ORDINARY RESOLUTIONS
Reports and accounts
1.THAT the audited annual accounts for the Company for the financial year ended 31 December 2016, together with the Directors’
and the Auditors’ Reports thereon, be received.
Remuneration Report and Remuneration Policy
2.THAT the Annual Report on Directors’ Remuneration (other than the part containing the Directors’ Remuneration Policy) for the
financial year ended 31 December 2016 set out on pages 77 to 96 of the Annual Report and Accounts for financial year ended
31 December 2016 be approved.
3.THAT the Directors’ Remuneration Policy set out on pages 79 to 86 of the Annual Report and Accounts for the financial year ended
31 December 2016 be approved and shall take effect immediately after the 2017 Annual General Meeting.
Dividend
4. THAT a final dividend of US8.4 cents per Ordinary Share, for the year ended 31 December 2016, be declared.
Re-election of Directors
5. THAT Kelvin Dushnisky be re-elected as a Director (non-executive) of the Company.
6. THAT Bradley (‘Brad’) Gordon be re-elected as a Director (executive) of the Company.
7. THAT Ambassador Juma V. Mwapachu be re-elected as a Director (independent non-executive) of the Company.
8. THAT Rachel English be re-elected as a Director (independent non-executive) of the Company.
9. THAT Andre Falzon be re-elected as a Director (independent non-executive) of the Company.
10. THAT Michael Kenyon be re-elected as a Director (independent non-executive) of the Company.
11. THAT Steve Lucas be re-elected as a Director (independent non-executive) of the Company.
12. THAT Peter Tomsett be re-elected as a Director (independent non-executive) of the Company.
13. THAT Stephen Galbraith be re-elected as a Director (non-executive) of the Company.
Auditors
14.THAT PricewaterhouseCoopers LLP be re-appointed as auditors of the Company (the ‘Auditors’) to hold office until the conclusion
of the next general meeting of the Company at which the accounts are laid before the Company.
15. THAT the Audit Committee of the Company be authorised to agree the remuneration of the Auditors.
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Acacia Mining plc
Directors’ authority to allot shares
16.THAT the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to Section 551 of the
Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot shares in the Company or to grant rights to
subscribe for or to convert any security into shares in the Company:
i.
up to an aggregate nominal amount of £13,532,821; and
ii. comprising equity securities (as defined in the Act) up to a further aggregate nominal amount of £13,532,821 in connection
with an offer by way of rights issue,
and provided that this authority shall expire on the date of the next Annual General Meeting of the Company or 30 June 2018,
whichever is earlier, save that, in each case, the Company may before such expiry make an offer or agreement which would or might
require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the
Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement
as if the authority conferred hereby had not expired.
All authorities vested in the Directors of the Company on the date of the Notice of this meeting to allot shares or to grant rights that
remain unexercised at the commencement of this meeting are revoked.
For purposes of this resolution “rights issue” means an offer to:
i.
ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors
consider it necessary, as permitted by the rights of those securities, to subscribe further securities by means of the issue of
a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is
due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient
in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the
laws of, any territory.
SPECIAL RESOLUTIONS
Disapplication of pre-emption rights
17.THAT, subject to the passing of Resolution 16 above, the Directors of the Company be and are hereby empowered pursuant to
Section 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash:
i.
pursuant to the authority given by paragraph (i) of Resolution 16:
a. in connection with a pre-emptive offer; and
b. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal value of £4,100,854; and
ii. pursuant to the authority given by paragraph (ii) of Resolution 16 in connection with a rights issue;
as if Section 561(1) of the Act did not apply.
The power granted by this resolution shall expire when the authority conferred on the Directors by Resolution 16 in the Notice of this
meeting expires (unless such authority is renewed, varied or revoked by the Company prior to or on such date), 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 in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
Notice of Annual General Meeting 2017
5
Notice of Annual General Meeting continued
For purposes of this resolution:
a. “pre-emptive offer” means an offer of equity securities open for acceptance for a period fixed by the Directors to (i) ordinary
shareholders (other than the Company) on the register on a record date fixed by the Directors in proportion to their respective
holdings and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but
subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation
to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any
territory;
b. “rights issue” has the same meaning given to it in Resolution 16;
c. reference to an allotment of equity securities shall include a sale of treasury shares; and
d. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into
shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
Authority to purchase own shares
18.THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Act to make
market purchases (as defined in Section 693(4) of that Act) of Ordinary Shares each in the capital of the Company, provided that:
a. the maximum number of Ordinary Shares that may be purchased is 41,008,550;
b. the minimum price (exclusive of expenses) that may be paid for an Ordinary Share shall be not less than the nominal value of
such share;
c. the maximum price (exclusive of expenses) to be paid for each Ordinary Share shall be the higher of (i) an amount equal to
5% above the average of the middle market quotation for the Company’s Ordinary Shares as derived from the London Stock
Exchange’s Daily Official List for the five business days prior to the purchase being made and (ii) the higher of the price of the
last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is
carried out;
d. this authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 June 2018,
unless such authority is previously renewed, varied or revoked by the Company in a general meeting; and
e. the Company may enter into a contract to purchase its Ordinary Shares under this authority prior to its expiry, which contract
will or may be executed wholly or partly after such expiry, and may purchase its Ordinary Shares in pursuance of any such
contract.
Notice of general meetings
19.THAT a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days’
notice, provided that facilities are available to shareholders to vote by electronic means for meetings called at such notice.
Amendment to the Long-Term Incentive Plan
20.THAT the Company’s Long-Term Incentive Plan (‘LTIP’) be hereby amended in accordance with the copy of the rules of the LTIP
marked to show the proposed amendments which are produced to the meeting and initialled by the Chairman for purposes of
identification and the Directors or the Compensation Committee on behalf of the Board be and are hereby authorised to do all
such acts and things as they consider necessary, desirable or expedient for the purposes of implementing and giving effect to the
amended LTIP rules. The principal terms of the proposed amendments are summarised on pages 17 and 18 of this Notice.
By order of the Board,
Charlie Ritchie
Company Secretary
15 March 2017
Registered Office: 5th Floor
1 Cavendish Place
London, W1G 0QF
United Kingdom
Company number: 7123187
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Acacia Mining plc
Notes to the Notice of Annual General Meeting
Entitlement to attend and vote
1.Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by
reference to the Company’s register of members. A member must be registered on that register as the holder of Ordinary Shares
by 18.00 (UK time) on Tuesday 18 April 2017 or, if the meeting is adjourned, 48 hours (excluding non-working days) before the
time fixed for the adjourned meeting in order to be entitled to attend and vote at the meeting as a member in respect of those
shares. In each case, changes to the register of members after such time will be disregarded. Shareholders who are deemed to
be controlling shareholders (as defined in LR 6.1.2AR of the Financial Conduct Authority’s Listing Rules) as at 18.00 (UK time) on
Tuesday 18 April 2017 shall not be entitled to vote in respect of the separate approval of Resolutions 7 to 12 by shareholders who
are not controlling shareholders in accordance with LR 9.2.2ER (2) of the Listing Rules.
Attendance
2.To facilitate entry to the meeting, members are requested to bring with them the attendance card which is enclosed with the Form
of Proxy. Registration shall be open from 12.15 (UK time) at the Surrey Room, Langham Hotel, 1c Portland Place, Regent Street,
London, W1B 1JA, United Kingdom.
Total voting rights
3.Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. Each Ordinary Share confers one
vote on a poll. The total number of issued Ordinary Shares in the Company on 1 March 2017, which is the latest practicable date
before the publication of this document, was 410,085,499. Therefore, the total number of votes exercisable as at 1 March 2017
was 410,085,499.
4. The Company’s website will include information on the number of shares and voting rights.
Proxies
5.If you are a member of the Company at the time set out in Note 1 above, you are entitled to appoint a proxy to exercise all or
any of your rights to attend and to speak and vote at the meeting. You can only appoint a proxy using the procedures set out in
these notes and the notes to the Form of Proxy which is enclosed with this Notice. If you are a Nominated Person, please see
Note 16 below.
6.A proxy need not be a shareholder of the Company but the proxy must attend the Annual General Meeting to represent you. 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 share or shares held by that shareholder. You may not appoint more than one proxy to exercise rights
attached to any one share. Details of how to appoint the Chairman of the Meeting or another person as your proxy are set out
in the notes to the Form of Proxy. If you wish your proxy to speak on your behalf at the Annual General Meeting you will need to
appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
7. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person.
8.In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior
will be accepted, seniority being determined in the order in which the names appear on the register.
9.A Form of Proxy is enclosed for your use. A space has been included in the Form of Proxy to allow members to specify the number
of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this
space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more
than one proxy in respect of their shareholding should contact the Company’s Registrars, Computershare Investor Services PLC,
on +44 (0) 370 707 1895 for additional Forms of Proxy, or you may photocopy the Form of Proxy provided with this document
indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect
of which the proxy is appointed. All Forms of Proxy should be returned together in the same envelope. Where you wish to appoint
more than one proxy, failure to specify the number of Ordinary Shares in the Company in respect of which each proxy is appointed
or specifying more Ordinary Shares than you hold will result in the proxy appointments being invalid.
10.The notes on the Form of Proxy explain how to direct your proxy on how to vote each resolution or withhold their vote. 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 Annual General Meeting.
Notice of Annual General Meeting 2017
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Notes to the Notice of Annual General Meeting continued
11.To appoint a proxy either (a) the Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly
certified copy of any such power or authority) must be completed and deposited with the Company’s Registrars, Computershare
Investor Services PLC at The Pavilions, Bridgwater Road Bristol BS99 6ZY, United Kingdom, (b) your proxy appointment must
be lodged online at www.investorcentre.co.uk/eproxy, using the unique shareholder reference number (SRN) and personal
identification number (‘PIN’), together with the identifying meeting Control Number printed on your proxy card or (c) the proxy
appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 12 below, in each case so as to be
received no later than 48 hours (excluding non-working days) before the time of the holding of the AGM or any adjournment thereof.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by
an officer of that company or an attorney for that company.
CREST proxy instructions
12.CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for
the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.
euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members (and those CREST members who
have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take
the appropriate action on their behalf.
13.In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a ‘CREST
Proxy Instruction’) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information
required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be
transmitted so as to be received by the issuer’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified
in Note 11 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be
communicated to him by other means.
14.CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not
make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore
apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that
his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST
sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
15.The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Nominated persons
16.The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have
been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006
(‘Nominated Persons’). Nominated Persons may have a right under an agreement with the member who holds the shares on their
behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such
a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding
the shares as to the exercise of voting rights. The main point of contact in terms of the investment of Nominated Persons in the
Company remains the member who holds shares on their behalf (or perhaps the custodian or broker of the Nominated Person).
All queries relating to the personal details or investment of Nominated Persons should be directed to the relevant member and
not the Company. The only exception is where the Company expressly requests a response to communications from a Nominated
Person.
Corporate representative
17.A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its
powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.
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Acacia Mining plc
Automatic poll voting
18.Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of
voting rights exercisable by each member and so the Board considers it a more democratic method of voting. It is also in line with
best practice increasingly adopted by UK public companies. Members and proxies will be asked to complete a poll card to indicate
how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published
on the Company’s website and notified to the UK Listing Authority once the votes have been counted and verified.
Publication of audit concerns
19.Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (Sections 527 to 531), members meeting the following threshold
requirements have the right to require the Company to publish on a website a statement setting out any matter that the members
concerned propose to raise at the meeting relating to the audit of the Company’s accounts (including the Auditors’ Report and the
conduct of the audit) that are to be laid before the Annual General Meeting:
a. a member or members having a right to vote at the meeting and holding at least 5% of total voting rights of the Company; or
b. at least 100 members having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital.
20.The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with
the request and it must forward the statement to the Company’s Auditors not later than the time when it makes the statement
available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the
Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
21. A request made in accordance with Note 19 may be made in hard copy or electronic form.
Questions
22.Any member 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.
Conduct of the meeting
23.We ask all those present at the AGM to facilitate the orderly conduct of the meeting and reserve the right, if orderly conduct is
threatened by a person’s behaviour, to require that person to leave. For security reasons, all hand luggage may be subject to
examination prior to entry to the AGM. Cameras, tape recorders, laptop computers and similar equipment may not be taken into
the AGM.
Documents on display
24.Copies of the letters of appointment between the Company and its Non-Executive Directors and copies of Executive Directors’
service contracts will be available at the registered office of the Company during usual business hours on any weekday (Saturdays,
Sundays and public holidays excluded) until the date of the AGM and also at the place of the AGM from 15 minutes prior to the
commencement of the meeting until the conclusion thereof.
Information available on the website
25.A copy of this Notice and other information required by Section 311A of the Companies Act 2006 can be found at
www.acaciamining.com
Communication
26.Except as provided above, members who have general queries about the Annual General Meeting should use the following means
of communication (no other methods of communication will be accepted):
•
calling our shareholder helpline on +44 (0) 370 707 1895; or
•
in writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ; or
•
online at www.investorcentre.co.uk.
You may not use any electronic address provided either in this Notice of Annual General Meeting or any related documents
(including the Chairman’s letter and proxy form), to communicate with the Company for any purposes other than those expressly
stated.
Notice of Annual General Meeting 2017
9
Explanatory notes on Resolutions
Report and accounts (Resolution 1)
The Companies Act 2006 requires the directors of a public company to lay before the company in general meeting copies of the
directors’ reports, the independent auditor’s report and the audited accounts of the company in respect of each financial year. In
accordance with the UK Corporate Governance Code, the Company proposes, as an ordinary resolution, a resolution to receive the
audited accounts for the financial year ended 31 December 2016 together with the Reports of the Directors and the Auditors (the
‘Annual Report’).
Directors’ Remuneration Report and Directors’ Remuneration Policy (Resolutions 2 and 3)
The Directors’ Remuneration Report for the financial year ended 31 December 2016 is set out in full in the Annual Report on pages 77
to 96 and contains:
•
a statement by Michael Kenyon, Chair of the Company’s Compensation Committee;
•
the Company’s current Directors’ Remuneration Policy in relation to future payments to Directors and former Directors; and
•
the Annual Remuneration Report, which sets out payments made in the financial year ending 31 December 2016.
The statement by the Compensation Committee chairman and the Annual Implementation Report on Remuneration for 2016 will, as
in the past, be put to an annual advisory shareholder vote by ordinary resolution. Resolution 2 is the ordinary resolution that will be
put to shareholders accordingly on such advisory basis. The policy part of the Directors’ Remuneration Report, which sets out the
Company’s forward looking policy on Directors’ remuneration (including the approach to exit payments to Directors), is subject to a
binding shareholder vote by ordinary resolution at least every three years. Resolution 3 is the ordinary resolution that will be put to
shareholders accordingly to obtain this binding vote. As stated in Resolution 3, if passed, the Directors’ Remuneration Policy will come
into effect immediately after the meeting. Once effective, all payments by the Company to the Directors and any former Directors must
be made in accordance with the policy (unless a payment has been separately approved by a shareholder resolution). If the Directors’
Remuneration Policy is approved and remains unchanged, it will be valid for up to three financial years without a new shareholder
approval. If the Company wishes to change the Directors’ Remuneration Policy, it will need to put the revised policy to a vote again
before it can implement the new policy. If the Directors’ Remuneration Policy is not approved for any reason, the Company will, if and to
the extent permitted by applicable law and regulation, continue to make payments to Directors in accordance with existing contractual
arrangements and will seek shareholder approval for a revised policy as soon as is practicable.
Declaration of final dividend (Resolution 4)
This resolution seeks shareholder approval of the final dividend recommended by the Directors. The Directors are proposing a final
dividend of US8.4 cents per Ordinary Share in the Company. If approved, the final dividend will be payable on 30 May 2017 to those
shareholders on the register at the close of business on 5 May 2017.
Re-election of the Directors (Resolutions 5 to 13)
The Company complies with the provisions of the UK Corporate Governance Code, which recommends all directors of FTSE 350
companies seek re-election by shareholders on an annual basis. All Directors will be offering themselves for re-election at the
meeting. The Board remains satisfied that each Director proposed for re-election continues to be fully competent to carry out his/her
responsibilities as a member of the Board. Biographical details of all Directors are set out below.
Resolutions 7 to 12 inclusive relate to the re-election of those Directors that the Board has determined are independent directors
for the purposes of the UK Corporate Governance Code (the ‘Independent Directors’). The Listing Rules require companies with a
controlling shareholder, being a shareholder that exercises or controls, on their own or together with any person with whom they are
acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meeting, to adopt a two-stage
voting process for the re-election of Independent Directors. These requirements apply to the Company as a result of the shareholding
of Barrick Gold Corporation (‘Barrick’), which held 262,246,950 Ordinary Shares, representing approximately 64% of the Company’s
issued share capital, as at 1 March 2017. As a result, at the forthcoming AGM, the re-election of all Independent Directors must be
approved by a majority vote of both: (1) the shareholders of the Company; and (2) the shareholders of the Company entitled to vote
on the re-election of Directors other than Barrick and any of Barrick’s associates (the ‘Independent Shareholders’). Resolutions 7 to
12 inclusive are therefore being proposed as ordinary resolutions which all shareholders may vote on, but in addition the Company
will separately count the number of votes cast by Independent Shareholders in favour of each resolution (as a proportion of the total
votes of Independent Shareholders cast on the resolution) to determine whether the majority approval of Independent Shareholders
as referred to in (2) above has been achieved. The Company will announce the results of the resolutions on this basis as well as
announcing the results of the ordinary resolutions of all shareholders.
10
Acacia Mining plc
Under the Listing Rules, if a resolution to re-elect an Independent Director is not approved by a majority vote of both the shareholders
as a whole and the Independent Shareholders at the AGM, a further ordinary resolution may be put forward to be approved by the
shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of
that first vote. Accordingly, if any of Resolutions 7 to 12 inclusive is not approved by a majority vote of the Company’s Independent
Shareholders at the AGM, the relevant Independent Director(s) will be treated as having been re-elected only for the period from the
date of the AGM until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after
the AGM but within 120 days of the AGM, to propose a further ordinary resolution to re-elect him or her; (ii) the date which is 120 days
after the AGM; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the
Independent Director’s re-election is approved by a majority vote of all shareholders at a second meeting, the Independent Director will
then be re-elected until the next AGM.
In addition and as part of applicable disclosure requirements, the Company is also required to provide details of: (i) any previous or
existing relationships, transactions or arrangements between an Independent Director proposed for re-election and the Company, its
Directors, Barrick or any of Barrick’s associates; (ii) why the Company considers the proposed Independent Director will be an effective
Director; (iii) how the Company has determined that the proposed Director is an Independent Director; and (iv) the process by which the
Company has selected each Independent Director. In this regard, the Board notes the following:
Independent Director effectiveness
All Director effectiveness is judged equally and determined on the basis of the range of skills and experience of the individual in
question when compared to that required to drive the Company forward. In this regard, all Directors, and in particular the Independent
Directors, possess a wide range of experience and skills across financial, operational, international and regional affairs within the
extractive industry, all of which are key to the success of the Company’s vision and strategy. We also assess effectiveness in the
context of overall Board balance and as part of each annual performance review. In this regard, in 2016 all Independent Directors were
viewed as continuing to make valid contributions to the achievement of the Company’s goals.
Determination of independence
As is the practice for the majority of, if not all, premium listed companies, we assess the independence of Directors in accordance
with the recommendations of the UK Corporate Governance Code in order to determine that each Independent Director is independent
in character and judgement and whether there are any relationships or circumstances likely to affect, or that could appear to affect,
judgement. This assessment is conducted at the time of appointment and is monitored as part of periodic reviews and assessments
of conflicts of interests, which in turn are managed via procedures stipulated in the Company’s Articles of Association. An overview of
these procedures is provided on page 69 of the Annual Report.
Selection criteria of Independent Directors
The Nomination & Governance Committee keeps the balance of the Board’s skills, knowledge and experience under constant review.
In respect of succession planning and supplementing the skill set of the Board, the Committee is responsible for the identification,
evaluation and recommendation of all Board candidates. The selection process involves discussions with all Board members as
regards criteria for appointment. As regards Independent Directors, all appointments are made on the basis of pre-determined job
descriptions, which include estimates of time commitment requirements. From a recruitment and candidate search perspective, our
existing Directors provide access to a wide network of potential candidates across the extractive industry and we also retain external
recruitment consultants where appropriate to do so.
Relationships, transactions or arrangements involving Independent Directors
Details as regards any previous or existing relationships, transactions or arrangements between any Independent Director and the
Company, its Directors, Barrick or any of Barrick’s associates are provided below as part of the biographies of Independent Directors.
In this regard, any such relationship, transaction or arrangement stated is stated for completeness and transparency; in each case the
Board has determined that given the passage of time and/or the nature of the relationship/transaction/arrangement in question, such
relationships/transactions/arrangements are not of themselves sufficient or material to undermine independence.
Notice of Annual General Meeting 2017
11
Explanatory Notes on Resolutions continued
Kelvin Dushnisky, age 53, Chairman of the Board
Skills and experience
Mr Dushnisky was appointed Chairman of the Board in February 2013, having served as a Director since July 2012. Mr Dushnisky
has more than 25 years of international mining industry experience. He was appointed President of Barrick Gold Corporation in August
2015 with overall responsibility for execution of Barrick’s strategic priorities, and was appointed to the Board of Directors of Barrick
in February 2016. Mr Dushnisky represents Barrick at the World Gold Council (Chair, Investment Committee), and the International
Council on Mining and Metals (‘ICMM’). He is a director of the Canadian Council for the Americas, and The Business Council of Canada.
He is a member of the International Advisory Board of the Shanghai Gold Exchange and the Accenture Global Mining Executive Council.
Mr Dushnisky holds an Honors Bachelor of Science (Hon.) degree from the University of Manitoba, in addition to a Master of Science
degree and a Juris Doctor degree from the University of British Columbia. He is a member of the Law Society of British Columbia and
the Canadian Bar Association.
2017 Committee membership
Nomination & Governance Committee (Chairman).
Independent
No.
Brad Gordon, age 54, Chief Executive Officer
Skills and experience
Mr Gordon was appointed as Acacia’s Chief Executive Officer in August 2013. He was previously the CEO of Intrepid Mines, a Canadian
and Australian listed precious metals exploration and development company with primary operations in Indonesia. Prior to his time
at Intrepid, Mr Gordon was the CEO of Emperor Mines, the Australasian subsidiary of DRDGold before it merged with Intrepid. Before
that, he held a series of progressively senior positions with Placer Dome. Mr Gordon has a proven ability to deliver the maximum
potential from the operations he has managed, from reducing costs and increasing production to achieving operational efficiencies and
extending mine lives. Mr Gordon holds a Mining Engineering degree from the Western Australia School of Mines and an Executive MBA
from INSEAD, France.
2017 Committee membership
N/A
Independent
No.
Peter Tomsett, age 59, Senior Independent Non-Executive Director
Skills and experience
Mr Tomsett has a wide range of technical, operational and senior management experience in the mining industry. He spent 20 years
with Placer Dome Inc. in a number of senior roles, culminating in serving as President and Chief Executive Officer until its acquisition
in 2006. He has been a Director of the Minerals Council of Australia, the World Gold Council and the International Council for Mining &
Metals. Mr Tomsett has considerable board-level experience in the resources sector. He served as Non-Executive Chairman of Equinox
Minerals until its acquisition in 2011 and is currently Non-Executive Chairman of Silver Standard Resources Inc.
2017 Committee membership
Compensation Committee, EHS&S Committee and Nomination & Governance Committee.
Relationships
Mr Tomsett was the President and Chief Executive Officer of Placer Dome Inc. when it was acquired by Barrick in 2006 and the NonExecutive Chairman of Equinox Minerals Ltd when it was acquired by Barrick in 2011. The Board does not view the fact that being
part of a board and/or management team of a company that has been the subject of a historic takeover involving Barrick is, of itself,
sufficient to undermine the independence of any Independent Director given the prevalence of mergers and acquisitions activity as a
means of growth across the mining industry generally.
12
Acacia Mining plc
Ambassador Juma V. Mwapachu, age 74, Independent Non-Executive Director
Skills and experience
Ambassador Juma V. Mwapachu has held a number of senior positions in both the public and private sector of Tanzania and was
appointed as Tanzania’s Ambassador to France from 2002 to 2006. He was the founding Secretary General of the Chamber of
Commerce, Industry and Agriculture; he also served as Chairman of the Confederation of Tanzania Industries between 1996 and 2000.
He has played a leading role in the regional integration of East Africa, holding the position of Secretary General of the East African
Community prior to his appointment to the Board. He currently holds the position of Global President of the Society for International
Development and holds a number of other Directorships in Tanzania. Ambassador Juma V. Mwapachu holds a Bachelor of Law degree
with Honours from the University of East Africa, a postgraduate degree in International Law from the Indian Academy, and Doctorates
in Literature (Honoris Causa) from the University of Dar es Salaam and Political Sciences (Honoris Causa) from the National University
of Rwanda.
2017 Committee membership
EHS&S Committee (Chairman) and Nomination & Governance Committee.
Relationships
Ambassador Mwapachu has no prior or existing relationships, transactions or arrangements that require disclosure under the Listing
Rule requirements relating to controlling shareholders.
Rachel English, age 54, Independent Non-Executive Director
Skills and experience
Ms English is a Fellow of the Institute of Chartered Accountants. Ms English has held senior positions in BG Group and Royal Dutch
Shell, with responsibilities spanning finance, corporate strategy, mergers and acquisitions, and business development. She began her
career at PriceWaterhouseCoopers and subsequently worked for the World Bank Group and European Bank for Reconstruction and
Development (‘EBRD’), where she was involved in policy development and lending operations. Currently, Ms English is a Non-Executive
Director of Kuwait Energy plc, Adam Smith International and Helios Social Enterprise, which she founded to develop renewable energy
access projects in rural sub-Saharan Africa. Ms English holds an MA in Politics, Philosophy & Economics from Oxford University.
2017 Committee membership
Audit Committee and EHS&S Committee.
Relationships
Ms English has no prior or existing relationships, transactions or arrangements that require disclosure under the Listing Rule
requirements relating to controlling shareholders.
Andre Falzon, age 62, Independent Non-Executive Director
Skills and experience
Mr Falzon is a senior financial executive with over 25 years of financial and management experience within the mining industry,
including a period as Vice President and Controller at Barrick between 1994 and 2006. He is a Director of Detour Gold Corporation and
was previously a director and Audit Committee chair of a number of publicly listed gold mining companies. Mr Falzon holds a Bachelor
of Commerce degree from the University of Toronto, Canada and is a CPA, CA, CGA (Canada).
2017 Committee membership
Audit Committee (Chairman).
Relationships
As noted above, Mr Falzon was Vice President and Controller at Barrick between 1994 and 2006. Given the passage of time and the
fact that Mr Falzon has not had any business dealings with Barrick since 2006, the Board does not regard this historic position of
employment as undermining Mr Falzon’s independence for present purposes; in fact this prior history is viewed as inconsequential
when compared to the wealth of experience and contributions made by Mr Falzon to the Board as a whole.
Notice of Annual General Meeting 2017
13
Explanatory Notes on Resolutions continued
Michael Kenyon, age 67, Independent Non-Executive Director
Skills and experience
Mr Kenyon has more than 40 years of experience in the mining and mineral exploration industry and is a geologist by training. He
is Chairman of the Board of Directors of Detour Gold Corporation. He has previously been Chairman of the Board of Directors of
Troon Ventures Ltd, President and Chief Executive Officer at both Canico Resource Corp and Sutton Resources Ltd, and a Director of
Cumberland Resources Ltd until their respective acquisition by third parties. Mr Kenyon holds an MSc degree in Economic Geology
from the University of Alberta in Canada. He was also the recipient of the 2005 Developer of the Year award from the Prospector and
Developers Association of Canada in recognition of his mining development accomplishments.
2017 Committee membership
Compensation Committee (Chairman).
Relationships
Mr Kenyon was the President and Chief Executive Officer of Sutton Resources Ltd when it was acquired by Barrick in 1999. The Board
does not view the fact that being part of a board and/or management team of a company that has been the subject of a historic
takeover involving Barrick is, of itself, sufficient to undermine the independence of any Independent Director given the prevalence of
mergers and acquisitions activity as a means of growth across the mining industry generally.
Steve Lucas, age 62, Independent Non-Executive Director
Skills and experience
Mr Lucas is a Chartered Accountant with long and wide-ranging financial experience as an executive and non-executive director in the
energy and extractive industries. He was finance director at National Grid plc from 2002 to 2010 and previously worked for 11 years
at Shell and for six years at BG Group, latterly as group treasurer. He is currently Non-Executive Chairman of Ferrexpo plc and a NonExecutive Director of Tullow Oil plc. Mr Lucas holds a BA in Geology from Oxford University.
2017 Committee membership
Audit Committee and Compensation Committee.
Relationships
Mr Lucas has no prior or existing relationships, transactions or arrangements that require disclosure under the Listing Rule
requirements relating to controlling shareholders.
Stephen Galbraith, age 45, Non-Executive Director
Skills and experience
Mr Galbraith has been employed by Barrick since August 2000 in treasury and finance functions, and is currently Managing Director
of Barrick International (Barbados) Corporation. Mr Galbraith previously held the role of Audit Manager for PricewaterhouseCoopers.
Mr Galbraith holds a Bachelor of Arts degree in Accountancy from Strathclyde University, is a member of the Institute of Chartered
Accountants of Scotland and is a Chartered Financial Analyst Charterholder.
2017 Committee membership
Not applicable.
Independent
No.
14
Acacia Mining plc
Re-appointment of Auditors (Resolution 14)
The Company is required, at each general meeting at which accounts are presented, to appoint auditors to hold office until the
conclusion of the next such meeting and PricewaterhouseCoopers LLP (‘PwC’) has advised its willingness to stand for re-appointment.
The Board, on the recommendation of the Audit Committee, recommends the re-appointment of PwC as Auditors to hold office until the
conclusion of the next Annual General Meeting of the Company.
Remuneration of Auditors (Resolution 15)
This resolution seeks shareholder consent for the Audit Committee of the Company to set the remuneration of the Company’s Auditors.
Directors’ authority to allot shares (Resolution 16)
Under the Companies Act 2006 and subject to a number of exceptions, the directors of a company may only allot new shares (or grant
rights to subscribe for or convert securities into shares) if authorised to do so by the shareholders in a general meeting. The Directors
currently have an authority to allot shares, but this authority is due to expire at the AGM. The new authority which the Directors are
seeking is dealt with in Resolution 16. In accordance with the Investment Association’s “Share Capital Management Guidelines”, the
authority in paragraph (i) will allow the Directors to allot new shares and to grant rights to subscribe for or convert any security into
shares up to a nominal value of £13,532,821, which is equivalent to approximately 33% of the total issued Ordinary Share capital of
the Company, exclusive of treasury shares, as at 1 March 2017, being the last practicable date before publication of this Notice.
In addition, and again in accordance with the Investment Association’s guidelines, the authority in paragraph (ii) will allow the
Directors to allot new shares, and to grant rights to subscribe for or convert any security into shares up to a further nominal amount of
£13,532,821 only in connection with a rights issue, again equivalent to approximately 33% of the total issued Ordinary Share capital of
the Company, exclusive of treasury shares, as at 1 March 2017.
The Company did not hold any of its Ordinary Shares in treasury as at 1 March 2017.
The Directors have no present intention to allot shares or grant rights to subscribe for or convert any security into shares pursuant
to this authority; however, the Directors consider it desirable to have the flexibility to respond to market developments and to enable
allotments to take place in appropriate circumstances.
If this resolution is passed, the authority will expire on the date of the next Annual General Meeting or 30 June 2018, whichever
is earlier.
Disapplication of pre-emption rights (Resolution 17)
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with
an employee share scheme) company law requires that these shares are offered first to shareholders in proportion to their existing
holdings. However, there may be circumstances when it is in the interests of the Company to be able to allot new equity securities for
cash other than on a pre-emptive basis.
The Board considers the authority in Resolution 17 to be appropriate in order to allow the Company flexibility to finance business
opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory
pre-emption provisions.
Resolution 17 is structured so as to reflect the guidance issued by the Investment Association and the Pre-Emption Group’s Statement
of Principles, as updated in March 2015 (the ‘Statement of Principles’). In compliance with the Statement of Principles, the Directors
confirm that they will not allot shares for cash on a non-pre-emptive basis pursuant to the authority in this resolution:
•
in excess of an amount equal to 5% of the issued share capital of the Company (excluding treasury shares); or
•
in excess of an amount equal to 7.5% of the issued share capital of the Company (excluding treasury shares) within a rolling
three-year period, without prior consultation with the Company’s shareholders;
in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with
the issue or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
Resolution 17 will replace the equivalent pre-emption disapplication authority granted to the Directors at the 2016 AGM. If the authority
sought under Resolution 17 is given, it will expire at the same time as the allotment authority granted pursuant to Resolution 16 (i.e.
on the date of the next Annual General Meeting or 30 June 2018, whichever is earlier).
The Directors have no present intention to exercise the authority conferred by Resolution 17.
Resolution 17 will be proposed as a special resolution.
Notice of Annual General Meeting 2017
15
Explanatory notes on Resolutions continued
Authority to purchase own shares (Resolution 18)
The effect of this resolution is to grant the Company a renewed authority to purchase its own Ordinary Shares, up to a maximum of
41,008,550 Ordinary Shares, until the date of the next Annual General Meeting or 30 June 2018, whichever is earlier. This represents
approximately 10% of the Ordinary Shares of the Company in issue as at 1 March 2016 and the Company’s exercise of this authority
is subject to the stated upper and lower limits on the price payable, which reflect the requirements of the Companies Act and the
Listing Rules. Pursuant to the Companies Act 2006 (as amended), the Company can hold the shares which have been repurchased
as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the
purposes of its employee share schemes. The Directors believe that it is desirable for the Company to have this choice and therefore
intend to hold any shares purchased under this authority as treasury shares. Holding the repurchased shares as treasury shares
will give the Company the ability to re-sell or transfer them in the future, and so provide the Company with additional flexibility in the
management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
The Directors have no present intention of exercising this authority, but, as in previous years, would wish to have the flexibility to do so
in the future. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time,
other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Shares held as treasury
shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they
are subsequently resold or transferred out of treasury). If any shares repurchased by the Company are held in treasury and used for the
purposes of its employee share schemes, the Company will count those shares towards the limits on the number of new shares which
may be issued under such schemes.
As at 1 March 2017, being the last practicable date before publication of this Notice, there were approximately 1,602,113 outstanding
options to subscribe for shares in the Company, representing 0.4% of the Company’s issued Ordinary Share capital as at the same
date. This would have represented 0.4% of the issued Ordinary Share capital if the authority to purchase the Company’s own shares
had been exercised in full at that date.
Resolution 18 will be proposed as a special resolution.
Notice of general meetings (Resolution 19)
The Companies Act 2006 requires that the notice period for general meetings of the Company should be 21 clear days unless certain
requirements are satisfied. The Company currently has the power under its Articles of Association to call general meetings (other than
an Annual General Meeting) on a minimum of 14 clear days’ notice and the Company would like to preserve this ability. In order to be
able to do so, shareholders must have approved the calling of meetings on a minimum of 14 clear days’ notice and this resolution
seeks to do this. If passed, this approval will be effective until the Company’s next Annual General Meeting, when it is intended
that a similar resolution will be proposed. The Company will not use the shorter notice period as a matter of routine, and only in
circumstances where the flexibility is merited by the business of the meeting or where it would be to the advantage of the members as
a whole and moreover where the proposals are not of a complexity that might require more time for consideration by members.
In addition to this, the Company is mindful of the notice period recommendations under the 2014 edition of the UK Corporate
Governance Code, which recommends notices for all general meetings (other than Annual General Meetings) to be served on no less
than 14 working days’ notice. Save in the circumstances described herein, the Company intends to comply with this recommendation,
in the same way that it complies with the existing UK Corporate Governance Code recommendation for notice periods applicable to
Annual General Meetings (at least 20 working days’ prior notice). Resolution 19 will be proposed as a special resolution.
16
Acacia Mining plc
Amendment to the Rules of the Long-Term Incentive Plan (Resolution 20)
The Company’s Compensation Committee wishes to make the following amendments to the LTIP Rules:
Rule 8.1 amended to allow for the maximum value of shares awarded to a participant to be up to 400% of his or her base salary.
Subject to the required change to LTIP rules, the Committee is proposing to structure future awards to members of the Executive
Leadership Team in the form of nil-cost options to better align with market practice. The rationale and further explanations regarding
the use of nil-cost options for executives is outlined in the Directors’ Remuneration Policy contained in the Annual Report.
The following amendments are for information purposes only and have already been approved by the Company’s Compensation
Committee.
1. Definition of “Misconduct” has been expanded to cover the following circumstances:
•
c ircumstances justifying the summary dismissal of the Participant from his office or employment with any member of the
Group including but not limited to dishonesty, fraud, misrepresentation or breach of trust;
•
c ircumstances where the Participant has participated in or was responsible for conduct which resulted in significant losses to
any member of the Group;
•
the Company has become aware of any material wrongdoing on the part of the Participant;
•
the Participant has acted in a manner which in the opinion of the Board has brought or is likely to bring any member of the
Group into material dispute or is materially adverse to the interests of any member of the Group;
•
ny material breach of a Participant’s terms and conditions of employment, or material breach of a fiduciary duty owed to any
a
member of the Group;
•
any material violation of Company policy, rules or regulation, or a failure to meet appropriate standards of fitness and
propriety;
•
any material failure of risk management; and/or
•
any other circumstance which the Committee considers to be misconduct.
2.Definition of Performance Condition has been amended so that the performance condition is set out in the award certificate as
opposed to being appended to the rules.
3.Rule 6.6. has been amended so that malus and clawback applies to all participants of the plan (not just Executive Directors
as previously drafted). Previously, the clawback period operated from two years following vesting but amended, in light of the
proposed five-year vesting period, to run for one year following the end of the applicable Performance Period.
4.Rule 8.1 has been amended to allow for the maximum value of shares awarded to a participant to be up to 400% of his or her
base salary.
5.Rule 9.2 has been amended so that vesting cannot occur earlier than the third anniversary of the “Date of Grant” and at all times
subject to rule 6.6.
6.Rules 12.1 and 12.3 have been amended so that if a Participant ceases to be an officer or an employee before the third
anniversary of the Date of Grant and is a Good Leaver (i.e. by reason of death, injury, disability, change of control of the company,
retirement, or any other reason determined by the Committee) the Award will not lapse but instead vest on a pro-rated basis,
unless the Committee in its absolute discretion determines otherwise. If a Participant ceases to be an officer or an employee after
the third anniversary of the Date of Grant for any reason other than Misconduct, their Award will not lapse, but will instead vest in
accordance with the plan rules as though there had been no cessation of office or employment
7.Rules 12.4 and 14.7.2 have been amended so that the number of shares that vest is pro-rated over three calendar years from the
date of grant.
8.New rule 12.5 has been introduced so that if a Participant ceases to be either an officer or employee of a Group Company and is
not a Good Leaver in accordance with Rule 12.1, their Award shall lapse immediately.
9.Rule 13.1 has been amended so that the rule applies to a Participant that ceases to be an officer or employee after the applicable
performance period for any reason other than Misconduct. The Award will then lapse six months after the date the Participant
ceases to be an employee if it remains unexercised.
Notice of Annual General Meeting 2017
17
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Acacia Mining plc
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Cavendish
Square Gardens
We ask all those present at the Annual General
ACE
Meeting to facilitate the orderly conduct of the HENRIETTA PL
meeting and we reserve the right, if orderly
conduct is threatened by a person’s behaviour, to
require that person to leave.
Directions
By Tube: Oxford Circus (Central, Bakerloo
and Victoria Lines)
From Oxford Circus, take exit number 4 and
walk straight up. The Hotel is then on your
left-hand side.
M
ET
General Meeting unless prior arrangements have
been made with the Company.
Date and time
Thursday 20 April 2017 at 13.00 (UK time).
HA
MOR
CA
E
Persons who are not shareholders of the
STR
ORE
Company will not be admitted to the AnnualW I G M
Shareholders should note that the doors to
the Annual General Meeting will open at 12.45
(UK time).
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Security
Please note that, for security reasons, all hand
luggage may be subject to examination prior to
entry to the Annual General Meeting. Certain
items will not be permitted in the meeting room.
These include cameras, recording equipment,
items of any nature with potential to cause
disorder and such other items as the Chairman
of the Meeting may specify.
RE
Notice of Annual General Meeting 2017
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Acacia Mining plc
Registered office:
5th Floor
1 Cavendish Place
London, W1G 0QF
United Kingdom
Company number: 7123187
www.acaciamining.com
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