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Notice of Annual General Meeting PDF Print E-mail
Tuesday, 20 May 2008

Notice is hereby given that the Annual General Meeting (AGM) for Sirius Exploration plc (the Company) will be held at the offices of Vizards Tweedie, Barnards Inn, 86 Fetter Lane, London, EC4A 1AD on 12th June 2008 at 10 a.m. to transact the following business of the Company:


Ordinary Business


1. To consider the Company’s accounts and reports of the directors and auditors for the year ended 31 March 2007.


  1. To re-elect Jonathan Harrison as a Director of the Company.


3. To re-elect Michael Raymond Mainelli as a Director of the Company.


4. To re-appoint Nexia Smith & Williamson as auditors of the Company.


  1. To authorise the directors to fix the remuneration of the Auditors.


Special Business


To consider and if thought fit, pass the following resolutions of which resolutions 6, 7, 8 and 9 will be proposed as ordinary resolutions and resolution 10 as a special resolution.


6. That the share capital of the Company be increased from £600,000 to £1,250,000 by the creation of 260,000,000 Ordinary Shares of £0.0025 each. Such shares to rank pari passu in all respects with the existing Ordinary Shares of the Company.


7. That a new Executive Management Incentive Share Option Scheme, the principal purpose of which is summarised in Chairman’s letter to shareholders and the rules of which are produced to the meeting and signed for the purposes of identification by the Chairman, be and is hereby approved and that the Directors be authorised to do all acts and things which they consider necessary or expedient for the purposes of carrying the same into effect.


8. That a new General Share Option Scheme, the principal purpose of which is summarised in Chairman’s letter to shareholders and the rules of which are produced to the meeting and signed for the purposes of identification by the Chairman, be and is hereby approved and that the Directors be authorised to do all acts and things which they consider necessary or expedient for the purposes of carrying the same into effect.


9. That the authority conferred on the Directors to allot shares by Article 5.2 and pursuant to Section 80 of the Companies Act 1985 be and is hereby renewed and shall expire on the fifth anniversary of the day preceding the date of this Annual General Meeting. The maximum number of shares that may be allotted by the Directors shall be the total number of shares which, at the time when the allotment is made, have not already been allotted.


9. That, in accordance with Article 5.3 the directors be empowered to allot equity securities for cash within section 94(3A) of the Companies Act 1985 as if section 89(1) of the Companies Act 1985 did not apply and that the Section 89 amount shall be £383,110.73. This authority shall expire on the fifth anniversary of the day preceding the date of this Annual General Meeting.






By Order of the Board,


Dated 19 May 2008





Ian Saunders

Company Secretary





Notes:


  1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the meeting. A proxy need not be a member of the company.


  1. A proxy form which may be used to make such appointment and give proxy instructions is included with this notice. If a shareholder wishes to appoint someone other than the Chairman of the meeting to act as proxy, the shareholder should insert in the space provided in block letters the name of the person that the shareholder wishes to appoint. If this space is left blank the vote will be exercised by the Chairman of the meeting.


  1. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If in such case a shareholder wishes to appoint more than one proxy, the shareholder should photocopy the proxy form and indicate in the box, “Number of Shares”, the number of shares in relation to which the shareholder authorises them to act as the shareholder’s proxy. The shareholder should indicate by marking the “Multiple Proxies” box with an “X” on the proxy card if more than one proxy is being appointed.


  1. In the case of joint holders the signature of any of them will suffice. The vote of the senior party tendering a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.


  1. To be valid any proxy form or other instrument appointing a proxy must be completed, signed and returned so as to be received by post or (during normal business hours only) by hand at the office of the Company’s Registrars: Neville Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63 3DA not later than 10 am British Summer Time on 10 June 2008, being 48 hours before the time for which the meeting is convened. The return of a completed proxy form will not prevent the shareholder from attending the Annual General Meeting and voting in person in he/she wishes to do so.

  2. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6pm on 10 June 2008 (or, in the event of any adjournment, 6pm on the date which is two days before the date of the adjourned meeting). 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.

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