You will have recently received a Notice of Meeting for an Extraordinary General Meeting (EGM) of SolGold plc (LSE & TSX: SOLG) to be held on 30 June 2022 (Notice of Meeting).
This communication is to give you notice of a proposed amendment to be put to the EGM, to one of the definitions contained within the proposed Long Term Incentive Performance Plan Rules and Performance Bonus Plan Rules that the Company is seeking approval for under Resolutions 2 and 3 of the Notice of Meeting. Resolutions 1 and 4 and the accompanying documentation remain unchanged. The issued proxy form also remains unchanged.
Amendment to Definition under Incentive Plans
The UK Companies Act 2006 requires the Board of Directors of SolGold to promote the success of the Company for the benefit of its members as a whole and, in doing so, has taken into account the interests of wider stakeholders.
Some of our members have communicated reservations about one aspect of the defined term of “Change of Control” within the Long Term Incentive Performance Plan Rules and Performance Bonus Plan Rules (collectively, the Incentive Plans). The concern relates to the 30% threshold applied on a disposal of assets. Having taken those members’ concerns into consideration, a variation to the definition that lifts the threshold for measurement of a Change of Control on the disposal of assets to 50% will now be incorporated into the Incentive Plans. The other limbs of the Change of Control definition were already at the 50% threshold and remain unchanged.
The Board acknowledges the concerns raised by members and accordingly the definition of ‘Change of Control’ within the Incentive Plans is varied as summarised below,
Change of Control
means the occurrence of any one or more of the following events:
……
(ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Company which have an aggregate book value greater than 50% (fifty) of the book value of the assets, rights and properties of the Company on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned Affiliate in the course of a re-organisation of the assets of the Company and its Affiliates;
The full text of the varied definition, with the change marked up, is set out in the press release. At the EGM, the Chair of the meeting will propose that the Incentive Plans, varied as noted herein, be put to members for approval. The full text of the Incentive Plans, as amended as noted above, are available on SEDAR at www.sedar.com.
The Board believes these amendments to be favourable to the interests of shareholders and thanks those members that took the time to engage with the Group on this matter.
The Board will continue to consult with its shareholders at future events. Our upcoming events are available on our website here, https://www.solgold.com.au/investors-center/#event.
The Board will also continue to recognise member expectations and will ensure that these are considered within its corporate governance and future announcements going forward.
There is no change to the date, time, and place of the SolGold EGM and will be held on Thursday 30 June 2022 at 9:00 pm (Brisbane, Australia time), 7:00 am (Toronto time), 12:00 pm (London time) at the offices of HopgoodGanim, Level 8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000 Australia and electronically via the Lumi platform (https://web.lumiagm.com/177-699-835).
Action to be taken
Shareholders who cannot attend and vote at the EGM should complete and lodge the proxy form in respect of all items of business at the EGM, if they have not already done so.
If you have already lodged a proxy form and you do not wish to change your voting instructions, you do not need to do anything. If you have already lodged a proxy form and you do wish to change your voting instructions, you will need to lodge a revised proxy form that will then take precedence over the original proxy form previously submitted (provided it is received after the original proxy form). Alternatively, you can complete and update your proxy vote online following the instructions on the proxy form.
The latest time for receipt of proxy forms has not changed. Please ensure that you submit your proxy form by the time set out on the proxy form and in the Notice of Meeting.
Board recommendation
The Board considers that the items for all Resolutions 1 to 4 set out in the Notice of Meeting are in the best interests of shareholders of SolGold as a whole and recommends that you vote in favour of all Resolutions.
By order of the Board
Dennis Wilkins
Company SecretaryOur mailing address is:
[email protected]
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