Shareholder Circular and Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting ("AGM") of Victoria Oil & Gas Plc will be held on Wednesday 28 June 2017, at 11.00 am. at Coin Street Neighbourhood Centre, South Bank Room 1, 108 Stamford Street, South Bank, London SE1 9NH, to consider and if thought fit to pass the Resolutions set out in the Shareholder Circular, which includes Notice of AGM.
A detailed explanation of each resolution to be proposed at the AGM is set out in the Shareholder Circular (see attachment below). In addition to the usual business being dealt with at the AGM, the Company is also proposing to seek shareholder approval for a reduction in capital in accordance with section 641 of the Companies Act 2006, comprising cancellation of existing 108,713,809 deferred shares of 19.5 pence each and cancellation of the Company's Share Premium Account in full. Please refer to the Shareholder circular for further details.
Attending and Voting at the AGM
If you are not planning to attend the AGM and want the Chairman or someone else to attend and vote for you at the meeting, please complete the personalised Proxy Form you have been sent or cast your proxy online. (Please refer to the notes to the Notice of the AGM and the Proxy Form for further guidance on appointment of a proxy.)
- The completion of the Proxy Form or voting online will not preclude a member from attending the meeting and voting in person.
- If you wish to attend the AGM you should bring along the Attendance Card from your Proxy form or the e-mail broadcast you received as it contains your Shareholder Reference Number (SRN) allowing you entry into the meeting.
Cast Your Proxy Online @ www.investorcentre.co.uk/eproxy
You will need to enter the Control Number, Shareholder Reference Number (SRN) and your PIN (shown on your personalised Proxy Form or bottom of the email broadcast you received). For help in appointing a proxy online, please telephone the Registrar's helpline on 0370 707 1392 between 8.30am and 5.30pm on any weekday.
Deadline for Submission of Proxy Form
To be valid, completed Proxy Form appointing you proxy must be lodged with the Company's Registrar, Computershare Investor Services PLC, by post or electronically via the internet no later than 11 am. Monday 26 June 2017.
Shares held in a Nominee Account
To exercise your votes at the AGM for shares held in a nominee account;
(i) Contact your broker to arrange for voting rights for your shareholding to be assigned to you, by requesting to appoint you as their proxy for the number of shares for which you are the beneficial owner. Such a proxy will enable you to vote at the AGM. (Provided the broker has lodged the completed Proxy Form with the Registrar before 11.00am on 26 June 2017). It is recommended that you also obtain a copy of the completed Proxy Form from the broker and bring it to the AGM together with your valid ID; or
(ii) Obtain a “letter of representation” from your broker in respect of the number of shares for which you are the beneficial owner. You need to bring the letter of representation to the Meeting together with your valid ID;
If you are unable to attend the AGM;
(iii) Notify your broker how you wish to vote before 11.00 am 26 June 2017 and your broker will submit the Proxy Form to the Company, instructing the Chairman how to vote on your behalf.
Note that if you attend the AGM without a valid Proxy Form (as mentioned in (i) above) or a letter of representation, you will not be able to vote or speak at the AGM.