Ichor Coal N.V. (the Company) invites its shareholders to its Virtual Annual General Meeting of Shareholders (AGM), officially to be held at Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on 30 June 2022, at 13:00 hours CET. The language of the meeting shall be in English.
In accordance with the Temporary Act COVID-19 Justice and Safety (Tijdelijke Wet COVID-19 Justitie en Veiligheid), shareholders can only attend the meeting virtually through a video conference call which will be live and available in full for the shareholders who have registered for the meeting. Votes can only be cast by proxy to the civil law notary, referred to below. Unfortunately, shareholders who have registered for the meeting will only be able to listen to the meeting via the video conference call; they will not be able to raise questions or exercise voting rights during the meeting.
The agenda items of the AGM will be as follows:
1. Opening and announcements
2. Annual Report 2019
(a) Board report 2019 (discussion) (b) Remuneration of the Management Board in 2019 (discussion) (c) Adoption of the annual accounts 2019 (vote)
3. Discharge from liability
(a) Discharge of the Management Board member in office during the financial year 2019 from liability (vote) (b) Discharge of the Supervisory Board members in office during the financial year 2019 from liability (vote)
4. Appointment of Mr R. Van Wyk as managing director of the Company (CEO) (vote)
5. Reappointment of Mr P. Barbieri as member of the Supervisory Board (vote)
6. Determination of the remuneration of the Supervisory Board (vote)
7. Reappointment of the external auditor of the Company, KPMG Accountants N.V., for the financial years 2021 and 2022 (vote)
8. Management board authorities
(a) Extension of the designation of the management board as the competent body authorised to resolve to issue shares in the capital of the Company (vote) (b) Extension of the designation of the management board as the competent body authorised to resolve to restrict or exclude pre-emptive rights upon the issuance of shares (vote) (c) Authorisation of the management board to repurchase shares (vote)
9. Any other business and close of the meeting
Meeting documents
The agenda above, the explanatory notes thereto (including the particulars of Mr Van Wyk and Mr Barbieri), the statutory annual report for 2019 (including the annual accounts and an overview of the remuneration of the Management Board in 2019) as well as a form of written proxy are available at the Company's website: www.ichorcoal.com. The documents are also available for inspection and can be obtained free of charge at the offices of the Company and via GFEI IR Services GmbH referred to below.
As at 15 June 2022 the issued share capital of the Company amounts to EUR 44,018,457.70, divided into 440,184,577 ordinary shares of EUR 0.10 each. No shares are held by the Company in its own capital.
Registration to Vote
Holders of bearer shares intending to attend the AGM virtually and/or who wish to vote in the AGM are asked to deposit their shares against receipt of a certificate of deposit not later than on 27 June 2022, 17:00 hours CET. The deposit of the bearer shares means that the bearer shares held by the shareholder in his/her/its securities account are blocked from trading, and as such held in deposit by the shareholder's bank until (and including) the date of the AGM.
A certificate of deposit by the shareholder's bank must be sent to the address of GFEI IR Services GmbH (Address: Ichor Coal N.V. c/o GFEI IR Services GmbH, Ostergrube 11, 30559 Hannover, Germany; Fax: +49 511 47402319), with a PDF copy to hv@gfei.de, not later than on 27 June 2022, 17:00 hours CET. The Company will then - upon request - provide the shareholder concerned with login details for the video conference call.
Voting by Proxy
The right to vote at the virtual AGM can only be exercised by a written proxy with voting instructions to Ms J.J.C.A. Leemrijse, civil law notary with Allen & Overy LLP (or her substitute), provided that the relevant shareholder has registered for the AGM as set out above.
A form of a written proxy is available at the Company's website. The written proxy must be received by the Supervisory Board of the Company no later than 27 June 2022 at 17:00 hours CET. The proxy can be granted by sending an email with the proxy and voting instructions to hv@gfei.de no later than 27 June 2022 at 17:00 hours CET.
Written questions and information
From today until 27 June 2022, 13:00 hours CET at the latest, shareholders may submit written questions about the items on the agenda. These questions will, possibly combined, be dealt with and discussed at the latest at the meeting.
For further information please see the Company's website www.ichorcoal.com.
All communications to the Company or the Supervisory Board in connection with the foregoing must be addressed as follows: Ichor Coal N.V., 210 Amarand Ave, Pegasus Building 1 (Spaces), Menlyn Maine, Pretoria, , South Africa, 0181, tel: +27 (12) 003 2970; email: info@ichorcoal.com.
The Supervisory Board
South Africa, 15 June 2022
In accordance with the Temporary Act COVID-19 Justice and Safety (Tijdelijke Wet COVID-19 Justitie en Veiligheid), shareholders can only attend the meeting virtually through a video conference call which will be live and available in full for the shareholders who have registered for the meeting. Votes can only be cast by proxy to the civil law notary, referred to below. Unfortunately, shareholders who have registered for the meeting will only be able to listen to the meeting via the video conference call; they will not be able to raise questions or exercise voting rights during the meeting.
The agenda items of the AGM will be as follows:
1. Opening and announcements
2. Annual Report 2019
(a) Board report 2019 (discussion) (b) Remuneration of the Management Board in 2019 (discussion) (c) Adoption of the annual accounts 2019 (vote)
3. Discharge from liability
(a) Discharge of the Management Board member in office during the financial year 2019 from liability (vote) (b) Discharge of the Supervisory Board members in office during the financial year 2019 from liability (vote)
4. Appointment of Mr R. Van Wyk as managing director of the Company (CEO) (vote)
5. Reappointment of Mr P. Barbieri as member of the Supervisory Board (vote)
6. Determination of the remuneration of the Supervisory Board (vote)
7. Reappointment of the external auditor of the Company, KPMG Accountants N.V., for the financial years 2021 and 2022 (vote)
8. Management board authorities
(a) Extension of the designation of the management board as the competent body authorised to resolve to issue shares in the capital of the Company (vote) (b) Extension of the designation of the management board as the competent body authorised to resolve to restrict or exclude pre-emptive rights upon the issuance of shares (vote) (c) Authorisation of the management board to repurchase shares (vote)
9. Any other business and close of the meeting
Meeting documents
The agenda above, the explanatory notes thereto (including the particulars of Mr Van Wyk and Mr Barbieri), the statutory annual report for 2019 (including the annual accounts and an overview of the remuneration of the Management Board in 2019) as well as a form of written proxy are available at the Company's website: www.ichorcoal.com. The documents are also available for inspection and can be obtained free of charge at the offices of the Company and via GFEI IR Services GmbH referred to below.
As at 15 June 2022 the issued share capital of the Company amounts to EUR 44,018,457.70, divided into 440,184,577 ordinary shares of EUR 0.10 each. No shares are held by the Company in its own capital.
Registration to Vote
Holders of bearer shares intending to attend the AGM virtually and/or who wish to vote in the AGM are asked to deposit their shares against receipt of a certificate of deposit not later than on 27 June 2022, 17:00 hours CET. The deposit of the bearer shares means that the bearer shares held by the shareholder in his/her/its securities account are blocked from trading, and as such held in deposit by the shareholder's bank until (and including) the date of the AGM.
A certificate of deposit by the shareholder's bank must be sent to the address of GFEI IR Services GmbH (Address: Ichor Coal N.V. c/o GFEI IR Services GmbH, Ostergrube 11, 30559 Hannover, Germany; Fax: +49 511 47402319), with a PDF copy to hv@gfei.de, not later than on 27 June 2022, 17:00 hours CET. The Company will then - upon request - provide the shareholder concerned with login details for the video conference call.
Voting by Proxy
The right to vote at the virtual AGM can only be exercised by a written proxy with voting instructions to Ms J.J.C.A. Leemrijse, civil law notary with Allen & Overy LLP (or her substitute), provided that the relevant shareholder has registered for the AGM as set out above.
A form of a written proxy is available at the Company's website. The written proxy must be received by the Supervisory Board of the Company no later than 27 June 2022 at 17:00 hours CET. The proxy can be granted by sending an email with the proxy and voting instructions to hv@gfei.de no later than 27 June 2022 at 17:00 hours CET.
Written questions and information
From today until 27 June 2022, 13:00 hours CET at the latest, shareholders may submit written questions about the items on the agenda. These questions will, possibly combined, be dealt with and discussed at the latest at the meeting.
For further information please see the Company's website www.ichorcoal.com.
All communications to the Company or the Supervisory Board in connection with the foregoing must be addressed as follows: Ichor Coal N.V., 210 Amarand Ave, Pegasus Building 1 (Spaces), Menlyn Maine, Pretoria, , South Africa, 0181, tel: +27 (12) 003 2970; email: info@ichorcoal.com.
The Supervisory Board
South Africa, 15 June 2022
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