Notice of Annual General Meeting 9 June 2010 - Antofagasta plc

antofagasta.co.uk

Notice of Annual General Meeting 9 June 2010 - Antofagasta plc

Notice of Annual General Meeting 9 June 2010Antofagasta


Antofagasta plc Notice of Annual General Meeting 9 June 2010 3Mr. WM Hayes was appointed a Non-Executive Director in 2006. He is a director of Royal Gold Inc. He was previously a senior executive with PlacerDome Inc. from 1988 to 2006. Mr. Hayes is a former president of the Consejo Minero, the industry body representing the largest international miningcompanies operating in Chile. He holds a M.A. degree in International Management from the American Graduate School of International Management.Mr. Hayes is aged 65.Mr. GS Menéndez was appointed a Non-Executive Director in 1985. He holds a degree in business administration from the Universidad de Chile and isa public accountant. He is a director of Quiñenco S.A., Banco de Chile, Teléfonica del Sur S.A. and is chairman of the board of directors of BancoLatinoamericano de Comercio Exterior S.A. (Bladex). He is also the Vice-chairman of Fundación Andrónico Luksic A. and Fundación Pascual Baburizza,both of which are charitable foundations in Chile. Mr. Menéndez is aged 61.Mr. DE Yarur was appointed a Non-Executive Director in 2004. Mr. Yarur is a director of several Chilean companies including Banco de Crédito e InversionesS.A., Sociedad Química y Minera de Chile S.A. and Invertec Pesquera Mar de Chiloé. He holds a M.Sc. degree in Finance from the London School ofEconomics and completed the Advanced Management Program at Harvard Business School. He is a qualified accountant, and a former Chairman of theChilean Securities and Exchange Commission. Mr. Yarur is aged 53.Biographical details of all Directors, including those not standing for re-election, are set out in the Annual Report on pages 50 and 51.Auditors (Resolution 8)The Company is required at each general meeting at which financial statements are presented to appoint auditors to hold office until the next such meeting.Deloitte LLP has indicated its willingness to continue in office. Accordingly, Resolution 8 re-appoints Deloitte LLP as auditors to the Company and authorisesthe Directors to fix their remuneration.Special BusinessAuthority to allot (Resolution 9)The Companies Act 2006 prevents the Directors from allotting unissued shares of the Company unless they are authorised to do so by the shareholdersin a general meeting or by the articles of association. At the 2009 annual general meeting, in line with guidance issued by the Association of British Insurers(the “ABI”) in force at the time (and which continues to apply), a resolution was passed granting the Directors authority to allot ordinary shares:(A) up to an aggregate nominal amount equal to £16,430,945 (representing 328,618,900 ordinary shares of 5p each), which represented approximatelyone-third of the issued ordinary shares capital of the Company as at 6 March 2009; and(B) up to an aggregate nominal amount equal to £32,861,890 (representing 657,237,800 ordinary shares), as reduced by the nominal amount of any sharesissued under the paragraph of the resolution described in (A) above, which amount (before any reduction) represented approximately two-thirds of theissued ordinary share capital of the Company as at 6 March 2009.In Resolution 9, the Directors are seeking to replace these existing authorities with new authorities on the same terms. The new authorities will last until theearlier of 30 June 2011 (the last date by which the Company must hold an AGM in 2011) and the conclusion of the annual general meeting of the Companyto be held in 2011. The Directors have no present intention to exercise either of the authorities sought under this resolution.If the Directors do exercise the authority conferred by paragraph (B) of Resolution 9 (as described in paragraph (B) above), the Directors intend to followemerging best practice as regards its use (including as regards the requirement for Directors to stand for re-election) as recommended by the ABI.As at 5 March 2010 (being the last business day prior to the date of this notice), no ordinary shares are held by the Company in treasury. The issued ordinaryshare capital of the Company has not changed since 6 March 2009.


4 Antofagasta plc Notice of Annual General Meeting 9 June 2010Notice of Annual General Meeting 9 June 2010 continuedPower of the Company to issue shares other than pro rata to its existing shareholders (Resolution 10)The Companies Act 2006 prevents the Directors from issuing equity securities of the Company for cash other than pro rata to ordinary shareholders unlessthey are empowered to do so by special resolution or by the articles of association. This resolution, which is proposed as a special resolution, would give theDirectors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering themto existing shareholders in proportion to their existing shareholdings.Except as provided in the next paragraph, this authority would be similar to previous authorities, limited to allotments or sales in connection with pre-emptiveoffers and offers to holders of other equity securities if required by the rights of those shares or as the board otherwise considers necessary, or otherwise upto an aggregate nominal amount of £2,464,641 (representing 49,292,820 ordinary shares). This aggregate nominal amount represents slightly less than5% of the issued ordinary share capital of the Company as at 5 March 2010 (being the last business day prior to the date of this notice).Allotments made under the authorisation in paragraph (B) of Resolution 9 (as described in paragraph (B) above) would be limited to allotments by way of arights issue only (subject to the right of the Board to impose necessary or appropriate limitations to deal with, for example, fractional entitlements andregulatory matters).The authority will expire at the earlier of 30 June 2011 (the last date by which the Company must hold an AGM in 2011) and the conclusion of the annual generalmeeting of the Company to be held in 2011.Power of the Company to purchase its own shares (Resolution 11)At the annual general meeting held on 10 June 2009, the Company was granted authority to purchase up to 98,585,669 of its own ordinary shares(which represented 10 per cent. of the issued ordinary share capital of the Company).The Directors now propose that this authority should be renewed.The Directors believe that it is in the best interests of the shareholders that the Company has the flexibility to make market purchases of ordinary shares.The Directors intend to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchaseswill be to increase earnings per share and is in the best interests of shareholders generally. Any ordinary shares purchased in this way will either be cancelledor held in treasury. The resolution, which is proposed as a special resolution, specifies not only the maximum number of ordinary shares that the Companymay acquire, but also the maximum and minimum prices at which they may be bought. The authority is intended to last until the earlier of 30 June 2011(the last date by which the Company must hold an AGM in 2011) and the conclusion of the annual general meeting of the Company to be held in 2011.It is the Directors’ intention to renew such authority at each further annual general meeting of the Company.Notice of general meetings (Resolution 12)The Shareholder Rights Directive was implemented in the United Kingdom in August 2009 by the Shareholder Rights Regulations. One of the requirementsof the Regulations is that all general meetings must be held on 21 days’ notice unless shareholders agree on an annual basis to a shorter notice period.Prior to August 2009, the Company was able to hold general meetings (other than annual general meetings) on 14 days’ notice under its articles ofassociation, and, in anticipation of the Directive coming into force, a resolution was passed at the 2009 annual general meeting to preserve that flexibility.This resolution, which is proposed as a special resolution, will renew the approval of the shorter notice period.The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of themeeting and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the annual general meeting to be held in 2011,when it is intended that a similar resolution will be proposed.In order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to allshareholders for that meeting in accordance with the Companies Act 2006.


Antofagasta plc Notice of Annual General Meeting 9 June 2010 5Amendment to Articles of Association (Resolution 13)This resolution, which is proposed as a special resolution is to adopt revised articles of association of the Company (the “New Articles”) in order to updatethe Company’s current articles of association (the “Current Articles”) to take account of changes in English company law brought about by the final stagesof implementation of the Companies Act 2006. The Current Articles were adopted at the annual general meeting held in 2008 to take into account changesin company law made by earlier stages of implementation of the Companies Act 2006. The principal changes to the Current Articles are set out below.Changes which are minor, technical or clarifying nature and also some more minor changes which merely reflect changes made by the Companies Act2006 have not been noted below. The New Articles, showing all the changes to the Current Articles are available for inspection, both at the Company’sregistered office and via the Company website, as noted on page 7.– The Company’s objects – Historically, the rules and powers regulating the operations of a company have been set out in a company’s memorandumand articles of association. The Companies Act 2006 significantly reduces the constitutional significance of a company’s memorandum. The CompaniesAct 2006 provides that a memorandum will record only the names of the original subscribers for shares in the company and the number of shares eachoriginal subscriber agreed to take. Under the Companies Act 2006 the objects clause (which describes the activities a company is authorised toundertake) and all other provisions which are contained in the memorandum of a company that existed before 1 October 2009, are deemed to betransferred to the company’s articles of association but the company can remove these provisions from the articles by special resolution.The Companies Act 2006 also states that, unless a company’s articles provide otherwise, a company’s objects are unrestricted, thereby abolishing theneed for companies to have objects clauses. For these reasons the Company is proposing to remove its objects clause together with all other provisionsof its memorandum which, by virtue of the Companies Act 2006, are treated as forming part of the Company’s articles of association as of 1 October2009. Resolution 13(A) authorises the removal of these provisions from the Company’s articles. As the effect of this resolution will be to remove thestatement currently in the Company’s memorandum of association regarding limited liability, the New Articles also contain an express statementregarding the limited liability of shareholders.– Change of name – Under the Companies Act 1985, a company could only change its name by special resolution. Under the Companies Act 2006,a company may change its name by other means provided for by its articles. To take advantage of this provision, the New Articles enable the Directorsto pass a resolution to change the Company’s name.– Authorised share capital and unissued shares – The Companies Act 2006 abolishes the requirement for a company to have an authorised share capitaland the New Articles reflect this. The Directors of the Company will still be limited as to the number of shares they can at any time allot because anallotment authority continues to be required under the Companies Act 2006, except in respect of allotments of shares in connection with employeeshare schemes. The proposed terms of the directors’ authority to allot shares are described in Resolution 9 on page 8, and accords with ABI guidance.– Redeemable shares – Under the Companies Act 1985, if a company wished to issue redeemable shares, it had to include in its articles the terms andmanner of redemption. The Companies Act 2006 enables directors to determine such matters instead provided they are so authorised by the articles.The New Articles contain such an authorisation. The Company has no plans to issue redeemable shares but if it did so the directors would needshareholders’ authority to issue new shares in the usual way. Redeemable shares could not be issued with rights to profits or capital ranking ahead ofexisting shares without further shareholder authorisation.– Authority to purchase own shares, consolidate and sub-divide shares, and reduce share capital – Under the Companies Act 1985, a company requiredspecific enabling provisions in its articles to purchase its own shares, to consolidate or sub-divide its shares and to reduce its share capital or otherundistributable reserves as well as shareholder authority to undertake the relevant action. The Current Articles include these enabling provisions. Underthe Companies Act 2006, a company will only require shareholder authority to do any of these things and it will no longer be necessary for articles tocontain enabling provisions. Accordingly, the relevant enabling provisions have been removed in the New Articles.– Provision for employees on cessation of business – The New Articles confirm that the Directors of the Company are authorised to exercise their statutorypowers to make provision for employees and former employers of the Company or any of its subsidiaries in connection with a transfer or cessation ofbusiness affecting the whole or part of the undertaking of the Company or its subsidiaries.


6 Antofagasta plc Notice of Annual General Meeting 9 June 2010Notice of Annual General Meeting 9 June 2010 continued– Use of seals – Under the Companies Act 1985, a company required authority in its articles to have an official seal for use abroad. Under the CompaniesAct 2006, such authority will no longer be required. Accordingly, the relevant authorisation has been removed in the New Articles.The New Articles also provide an alternative option for execution of documents (other than share certificates) in line with provisions of the Companies Act2006. Under the New Articles, when the seal is affixed to a document it may be signed by one authorised person in the presence of a witness, whereaspreviously the requirement was for signature by either a Director and the Secretary or two Directors or such other person or persons as the Directors mayapprove.– Suspension of registration of share transfers – The Current Articles permit the directors to suspend the registration of transfers of shares of the Company.This power is inconsistent with the Companies Act 2006 which requires that share transfers are registered as soon as practicable. Accordingly, thepower to suspend given in the Current Articles has been removed in the New Articles.– Voting by proxies on a show of hands – The Shareholders’ Rights Regulations have amended the Companies Act 2006 so that it now provides that:– each proxy appointed by a shareholder has one vote on a show of hands; and– each proxy appointed by more than one shareholder has one vote on a show of hands if all the shareholders appointing him instruct him to vote inthe same direction; and– each proxy appointed by more than one shareholder on a show of hands has one vote for and one vote against a resolution if the proxy has beeninstructed by some of his appointors to vote for the resolution and by other appointors to vote against the resolution.The New Articles reflect these changes in company law. The New Articles also clarify that, in situations where some appointing shareholders give mixedinstructions (i.e. to vote some shares for and some shares against a resolution) to their proxy and other appointing shareholders grant the proxy discretionover how to exercise votes, the proxy has two votes on a show of hands, one vote for and one vote against the resolution.– Chairman’s casting vote – In the New Articles, the provision of the Current Articles giving the Chairman a casting vote in the event of an equality of voteshas been removed. Such a casting vote is no longer permitted under the Companies Act 2006.– Notice of general meetings – Changes made to the Companies Act 2006 by the Shareholders’ Rights Regulations increased the notice period requiredfor general meetings of the Company to 21 days unless shareholders approve a shorter notice period of not less than 14 clear days. The New Articlesreflect these requirements and Resolution 12 seeks such approval. (Annual general meetings must continue to be held on at least 21 clear days’ notice.)– Adjournments for lack of quorum – Under the Companies Act 2006 as amended by the Shareholders’ Rights Regulations, general meetings adjournedfor lack of quorum must be held at least 10 clear days after the original meeting. The Current Articles have been changed to reflect this requirement.– Voting record date – Under the Companies Act 2006 (as amended by the Shareholders’ Rights Regulations), the Company must determine the right ofshareholders to vote at a general meeting by reference to the register not more than 48 hours before the time for the holding of the meeting, not takingaccount of days which are not working days. The New Articles reflect this requirement.– Holding of company meetings at more than one venue – The New Articles permit the board to make arrangements for a general meeting to be heldsimultaneously at multiple venues worldwide provided that shareholders attending at all the venues can participate in the business of the meeting andshareholders attending at a venue can see and hear, and be seen and heard by, shareholders attending at each other venue.


Antofagasta plc Notice of Annual General Meeting 9 June 2010 7Action to be TakenYou will find enclosed one or more forms of proxy for use at the AGM. Please complete, sign and submit the enclosed forms as soon as possible in accordancewith the instructions printed on them, whether or not you intend to be present at the AGM. The forms of proxy should be deposited (or submitted electronicallyat www.eproxyappointment.com) with the Registrars of the Company, Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS996ZY, as soon as possible, but in any event no later than 10.30 a.m. on 7 June 2010. CREST members wishing to use the CREST electronic appointmentservice are referred to Note 4 of the Notice of AGM on page 10. Completion of a form of proxy will not prevent you from attending in person and voting atthe relevant meeting should you subsequently decide to do so. A proxy form lodged electronically will be invalid unless it is lodged at the electronic addressspecified in this paragraph.RecommendationYour Directors consider that the proposals described in this letter are in the best interests of shareholders as a whole and unanimously recommendshareholders to vote in favour of the resolutions to be proposed at the AGM.Yours sincerelyJ-P LuksicChairmanInspection of documentsThe following documents will be available for inspection at the Company’s registered office at 5 Princes Gate, London SW7 1QJ from the date this circularis dispatched to shareholders until the end of the meeting and at Church House Conference Centre, Dean’s Yard, Westminster, London, SW1P 3NZ from15 minutes before the AGM until the end of that meeting:– copies of the letters of appointment for, and contracts of services with, Directors; and– a copy of the New Articles, and a copy of the Current Articles marked to show the changes being proposed in Resolution 13(B).A copy of the New Articles, and a copy of the Current Articles marked to show the changes proposed in Resolution 13(B), will also be available for downloadvia the website of the Company: www.antofagasta.co.uk


8 Antofagasta plc Notice of Annual General Meeting 9 June 2010Notice of Annual General Meeting 9 June 2010 continuedAntofagasta plcNotice is hereby given that the twenty-eighth Annual General Meeting(the “meeting”) of the Company will be held at Church House ConferenceCentre, Dean’s Yard, Westminster, London, SW1P 3NZ on 9 June 2010 at10.30 a.m. for the following purposes:Ordinary BusinessTo consider and, if thought fit, pass the following ordinary resolutions:Ordinary Resolutions1. to receive and adopt the Directors’ and Auditors’ Reports and theFinancial Statements for the year ended 31 December 2009;2. to approve the Remuneration Report for the year ended 31 December2009;3. to declare a final dividend;4. to re-elect Mr CH Bailey as a Director;5. to re-elect Mr WM Hayes as a Director;6. to re-elect Mr GS Menéndez as a Director;7. to re-elect Mr DE Yarur as a Director; and8. to re-appoint Deloitte LLP as auditors of the Company to hold officefrom the conclusion of this meeting until the conclusion of the nextgeneral meeting at which the accounts are laid before the Companyand to authorise the Directors to fix their remuneration;Special BusinessTo consider and, if thought fit, pass the following resolutions. Resolution 9will be proposed as an ordinary resolution and Resolutions 10 to 13 will beproposed as special resolutions.Ordinary Resolution9. THAT, in substitution for all existing authorities, the Directors be generallyand unconditionally authorised in accordance section 551 of theCompanies Act 2006 to exercise all the powers of the Company to:(A) allot shares (as defined in section 540 of the Companies Act 2006)in the Company or grant rights to subscribe for or to convert anysecurity into shares in the Company up to an aggregate nominalamount of £16,430,945; and(B) allot equity securities (as defined in section 560 of the CompaniesAct 2006) up to an aggregate nominal amount of £32,861,890(such amount to be reduced by the aggregate nominal amount ofshares allotted or rights to subscribe for or to convert any securityinto shares in the Company granted under paragraph (A) of thisResolution 9) in connection with an offer by way of a rights issue:(i) to ordinary shareholders in proportion (as nearly as may bepracticable) to their existing holdings; and(ii) to holders of other equity securities (as defined in section560(1) of the Companies Act 2006) as required by the rightsof those securities or, subject to such rights, as the directorsotherwise consider necessary,and so that the directors may impose any limits or restrictionsand make any arrangements which they consider necessary orappropriate to deal with treasury shares, fractional entitlements,record dates, legal, regulatory or practical problems in, or underthe laws of, any territory or any other matter,such authorities to apply until the end of the Company’s next annualgeneral meeting to be held in 2011 (or, if earlier, until the close ofbusiness on 30 June 2011) but, in each case, so that the Companymay make offers and enter into agreements before the authorityexpires which would, or might, require shares to be allotted or rightsto subscribe for or to convert any security into shares to be grantedafter the authority expires and the directors may allot shares or grantsuch rights under any such offer or agreement as if the authority hadnot expired.


Antofagasta plc Notice of Annual General Meeting 9 June 2010 9Special Resolutions10. THAT, in substitution for all existing powers and subject to the passingof Resolution 9, the Directors be generally empowered pursuantto section 570 of the Companies Act 2006 to allot equity securities(as defined in section 560 of the Companies Act 2006) for cashpursuant to the authority granted by Resolution 9 and/or where theallotment constitutes an allotment of equity securities by virtue of section560(3) of the Companies Act 2006, in each case free of the restrictionin section 561 of the Companies Act 2006, such power to be limited:(A) to the allotment of equity securities in connection with an offerof equity securities (but in the case of an allotment pursuant tothe authority granted by paragraph (B) of Resolution 9, such powershall be limited to the allotment of equity securities in connectionwith an offer by way of a rights issue only):(i) to ordinary shareholders in proportion (as nearly as may bepracticable) to their existing holdings; and(ii) to holders of other equity securities (as defined in section560(1) of the Companies Act 2006), as required by the rightsof those securities or, subject to such rights, as the directorsotherwise consider necessary,and so that the directors may impose any limits or restrictionsand make any arrangements which they consider necessary orappropriate to deal with treasury shares, fractional entitlements,record dates, legal, regulatory or practical problems in, or underthe laws of, any territory or any other matter; and(B) to the allotment of equity securities pursuant to the authoritygranted by paragraph (A) of Resolution 9 and/or an allotment whichconstitutes an allotment of equity securities by virtue of section560(3) of the Companies Act 2006 (in each case otherwise thanin the circumstances set out in paragraph (A) of this Resolution 10)up to a nominal amount of £2,464,641,such power to apply until the end of the Company’s next annual generalmeeting to be held in 2011 (or, if earlier, until the close of business on30 June 2011) but so that the Company may make offers and enter intoagreements before the power expires which would, or might, requireequity securities to be allotted after the power expires and the directorsmay allot equity securities under any such offer or agreement as if thepower had not expired.11. THAT the Company be generally and unconditionally authorised to makeone or more market purchases (within the meaning of section 693(4) ofthe Companies Act 2006) of ordinary shares of 5p in the capital of theCompany (“Ordinary Shares”) provided that:(A) the maximum aggregate number of Ordinary Shares authorisedto be purchased is 98,585,669 (representing 10 per cent. of theissued ordinary share capital);(B) the minimum price which may be paid for an Ordinary Share is 5p;(C) the maximum price which may be paid for an Ordinary Share is anamount equal to 105 per cent. of the average of the middle marketquotations for an Ordinary Share as derived from The London StockExchange Daily Official List for the five business days immediatelypreceding the day on which that Ordinary Share is purchased;(D) this authority expires at the earlier of (i) the conclusion of the nextannual general meeting of the Company to be held in 2011, and(ii) 30 June 2011; and(E) the Company may make a contract to purchase Ordinary Sharesunder this authority before the expiry of the authority which willor may be executed wholly or partly after the expiry of the authority,and may make a purchase of Ordinary Shares in pursuance ofany such contract.12. THAT a general meeting of the Company other than an annual generalmeeting may be called on not less than 14 clear days’ notice.13. THAT, with effect from the end of the meeting:(A) the Articles of Association of the Company be amended by deletingall of the provisions of the Company’s Memorandum of Associationwhich, by virtue of section 28 of the Companies Act 2006, are to betreated as provisions of the Company’s Articles of Association; and(B) the Articles of Association produced to the meeting and initialledby the chairman of the meeting for the purpose of identificationbe adopted as the Articles of Association of the Company insubstitution for, and to the exclusion of, the existing Articlesof Association.By Order of the BoardFor and on behalf ofPetershill Secretaries Limited Registered OfficeSecretary5 Princes Gate8 March 2010 London SW7 1QJ


10 Antofagasta plc Notice of Annual General Meeting 9 June 2010Notice of Annual General Meeting 9 June 2010 continuedNotes – General Information(1) A shareholder of the Company is entitled to appoint a proxy to exerciseall or any of his rights to attend, speak and vote at the meeting of theCompany. A proxy need not be a shareholder of the Company.A shareholder may appoint more than one proxy, provided that eachproxy is appointed to exercise the rights attached to different sharesheld by that shareholder. A proxy form which may be used to makesuch an appointment accompanies this notice. If you do not havea proxy form and believe that you should have one, or if you requireadditional forms, please contact the Registrars of the Company,Computershare Investor Services PLC on 0870 702 0159.(2) To be valid, the purple-striped (or, for preference shareholders,blue-striped) form of proxy and the Power of Attorney or other authority,if any, under which it is signed or a notarially certified copy thereof, mustbe deposited (or submitted electronically at www.eproxyappointment.com)with the Registrars of the Company, Computershare Investor ServicesPLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY, no later than10.30 a.m. on 7 June 2010. Completion and return of the form of proxy(or any CREST Proxy Instructions (as described in Note 4 below)) willnot preclude shareholders from attending and voting in person at themeeting. A proxy form lodged electronically will be invalid unless itis lodged at the electronic address specified in this Note 2.(3) A person who is not a shareholder of the Company, but has beennominated under section 146 of the Companies Act 2006 by ashareholder of the Company (the “relevant shareholder”) to enjoyinformation rights (the “nominated person”), does not have a rightto appoint a proxy as described in Notes 1 and 2 above. The rightsdescribed in Notes 1 and 2 can only be exercised by shareholders.A nominated person may have a right under an agreement withthe relevant shareholder to be appointed, or to have somebody elseappointed, as a proxy for the meeting. If a nominated person doesnot have such a right, or has such a right and does not wish to exerciseit, he may have a right under an agreement with the relevantshareholder to give instructions as to the exercise of voting rights.(4) CREST members who wish to appoint a proxy or proxies by utilisingthe CREST electronic proxy appointment service may do so byutilising the procedures described in the CREST Manual (available viawww.euroclear.com/CREST). CREST personal members or otherCREST sponsored members, and those CREST members who haveappointed a voting service provider(s), should refer to their CRESTsponsors or voting service provider(s), who will be able to take theappropriate action on their behalf.In order for a proxy appointment made by means of CREST to be valid,the appropriate CREST message (a “CREST Proxy Instruction”) must beproperly authenticated in accordance with the specifications of EuroclearUK and Ireland Limited and must contain the information required forsuch instructions, as described in the CREST Manual (available viawww.euroclear.com/CREST). The message must be transmitted soas to be received by the Company’s agent (ID 3RA50) by the latesttime(s) for receipt of proxy appointments specified in the notice ofmeeting. 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 CRESTApplication Host) from which the Company’s agent is able to retrieve themessage by enquiry to CREST in the manner prescribed by CREST.CREST members and, where applicable, their CREST sponsors andvoting service providers should note that Euroclear UK & Ireland Limiteddoes not make available special procedures in CREST for any particularmessages. Normal system timings and limitations will therefore applyin relation to the input of CREST Proxy Instructions. It is the responsibilityof the CREST member concerned to take (or, if the CREST member isa CREST personal member or sponsored member or has appointed avoting service provider(s), to procure that his CREST sponsor or votingservice provider(s) take(s)) such action as shall be necessary to ensurethat a message is transmitted by means of the CREST system by anyparticular time. In this connection, CREST members and, whereapplicable, their CREST sponsors or voting service providers arereferred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.The Company may treat as invalid a CREST Proxy Instruction in thecircumstances set out in Regulation 35(5)(a) of the UncertificatedSecurities Regulations 2001.


Antofagasta plc Notice of Annual General Meeting 9 June 2010 11(5) To be entitled to attend and vote at the meeting (and for the purposes ofdetermination by the Company of the votes they may cast), shareholdersmust be registered in the register of members of the Company as at10.30 a.m. on 7 June 2010 (or, in the event of an adjournment, onthe date which is two days before the time of the adjourned meeting).Changes to the register of members after the relevant deadline will bedisregarded in determining the right of any person to attend or vote atthe meeting.(6) Under section 527 of the Companies Act 2006, shareholders meetingthe threshold requirements set out in that section have the right torequire the Company to publish on a website a statement setting outany matter relating to: (i) the audit of the Company’s accounts (includingthe auditor’s report and the conduct of the audit) that are to be laidbefore the meeting; or (ii) any circumstance connected with an auditorof the Company ceasing to hold office since the previous meetingat which annual accounts and reports were laid in accordance withsection 437 of the Companies Act 2006. The Company may notrequire the shareholders requesting any such website publicationto pay its expenses in complying with section 527 or section 528of the Companies Act 2006. Where the Company is required to placea statement on a website under section 527 of the Companies Act2006, it must forward the statement to the Company’s auditor not laterthan the time when it makes the statement available on the website.The business which may be dealt with at the meeting includes anystatement that the Company has been required under section 527of the Companies Act 2006 to publish on a website.(7) Any shareholder attending the meeting has the right to ask questions.The Company must cause to be answered any such question relatingto the business being dealt with at the meeting but no such answer needbe given if (a) to do so would interfere unduly with the preparation for themeeting or involve the disclosure of confidential information, (b) theanswer has already been given on a website in the form of an answerto a question, or (c) it is undesirable in the interests of the Companyor the good order of the meeting that the question be answered.(8) A copy of this notice, and other information required by section 311Aof the Companies Act 2006, can be found at www.antofagasta.co.uk.(9) At 5 March 2010 (being the last business day prior to the date of thisnotice), the issued share capital of the Company consisted of985,856,695 ordinary shares carrying one vote each and 2,000,0005 per cent. cumulative preference shares carrying 100 votes each ona poll. Therefore, the total voting rights in the Company as at 5 March2010 were 1,185,856,695.


12 Antofagasta plc Notice of Annual General Meeting 9 June 2010Shareholder InformationDividendsDetails of dividends proposed in relation to the year are given on page 50of the Annual Report, and in Note 12 to the financial statements.Dividends are declared in US dollars but may be paid in either US dollars orpounds sterling. Shareholders on the register of members with an addressin the United Kingdom receive dividend payments in sterling, unless theyelect to be paid in dollars. All other shareholders are paid by cheque indollars, unless they have previously instructed the Company’s registrar topay dividends by bank transfer to a sterling bank account, or they elect forpayment by cheque in sterling. The Company’s registrar must receive anysuch election before the close of business on record date of 7 May 2010.Dividends are paid gross without deduction of United Kingdom income tax.Antofagasta plc is not resident in the United Kingdom for tax purposes anddividends paid by Antofagasta plc are treated in the same way as dividendsreceived from any other foreign company.If approved at the Annual General Meeting, the final dividend of 20 centsper ordinary share will be paid on 10 June 2010 to shareholders on theregister at the close of business on 7 May 2010. The conversion rate forfinal dividends to be paid in sterling will be set on 12 May 2010.Annual General MeetingThe AGM will be held at Church House Conference Centre, Dean’s Yard,Westminster, London SW1P 3NZ at 10.30 a.m. on Wednesday, 9 June2010. The formal notice of the AGM and resolutions to be proposed areset out on pages 8 to 11.London Stock Exchange Listing and Share PriceThe Company’s ordinary shares are listed on the London StockExchange (“LSE”).The Company’s American Depositary Receipts (“ADRs”) trade on theover-the-counter market in the United States. Each ADR represents theright to receive two ordinary shares.The following table shows the highest and lowest closing market quotationsfor Antofagasta plc ordinary shares on the LSE during 2008, and the closingmarket quotation as at 31 December 2009:Pence31 December 2009 992.00 p2009 – high 992.00 p2009 – low 361.53 p1 January 2009 404.55 pShareholder Calendar 20105 May 2010 Quarterly Production Report – Q1 20105 May 2010 Ex Dividend Date for 2009 Final Dividend7 May 2010 Record Date for 2009 Final Dividend12 May 2010 Sterling Rate for 2009 Final Dividend27 May 2010 Quarterly Financial Report – Q1 20109 June 2010 Annual General Meeting10 June 2010 Payment Date for 2009 Final Dividend4 August 2010 Quarterly Production Report – Q2 201024 August 2010 Interim Results Announcement – Half Year 201015 September 2010 Ex Dividend Date for 2010 Interim Dividend17 September 2010 Record Date for 2010 Interim Dividend22 September 2010 Sterling Rate for 2010 Interim Dividend7 October 2010 Payment Date for 2010 Interim Dividend3 November 2010 Quarterly Production Report – Q3 201025 November 2010 Quarterly Financial Report – Q3 2010Dates are provisional and subject to change.Electronic CommunicationShareholders may elect to receive communications from the Companyelectronically via e-mail and the internet. Electronic communication providesa saving in terms of both costs and environmental resources. To register forthe service, shareholders should log on to www.investorcentre.co.uk.Electronic Proxy VotingTo lodge your proxy vote for the AGM via the internet, log on to:www.eproxyappointment.com. You will need the Shareholder ReferenceNumber and Personal Identification Number printed on your Form of Proxy,where you will find the full instructions under explanatory notes.Online Shareholding DetailsShareholders can view and maintain their shareholding details online, at:www.investorcentre.co.uk.Shareholders are able to:– update their contact address and personal details;– view details of their shareholding, view dividends and updateBank details; and– access current and historical market prices for the past 20 days.Unsolicited MailUnder UK law, the Company is obliged to make its share register available tothird parties upon payment of the appropriate statutory fee. Because of this,some shareholders may receive unsolicited mail. Shareholders in the UnitedKingdom who wish to limit the receipt of unsolicited mail should register withThe Mailing Preference Service at www.msponline.org.uk or telephone+ 44 (0)845 703 4599. You may still, however, receive mail fromorganisations that do not subscribe to the service.


Antofagasta plc Notice of Annual General Meeting 9 June 2010 13Identity TheftThere is a growing trend for criminals to target personal information whichmay put your shareholding at risk. In order to protect yourself, you shouldconsider the following precautions:– ensure all certificates are kept in a safe place or hold shareselectronically in CREST;– keep correspondence from the Registrars containing the shareholderreference number in a safe place, or destroy this information byshredding it. Shareholders who have their dividends mandated to theirbank accounts should take particular care with tax vouchers as thesecontain details of their bank account number and sort code;– in moving house, the registrars should be informed. If a letter is receivedfrom the Registrar regarding a change of address and no move hastaken place, the Registrars should be informed; and– dividend payment dates should be known in advance particularly in thecase of receiving dividend cheques. Dividends received electronicallymay reduce the risk of fraud.Shareholder EnquiriesEnquiries relating to shareholdings should be made to the Company’sRegistrars, Computershare Investor Services PLC at the address set outfurther below.Share DealingOur Registrars, Computershare Investor Services PLC offer a range ofshare dealing services; you can buy or sell shares in certificated formatand dispose of or increase holdings that are held in a Computersharenominee account.Internet dealingwww.computershare.com/dealing/ukTelephone dealing+44(0) 870 703 0084RegistrarsComputershare Investor Services PLCThe PavilionsBridgewater RoadBristolBS13 8AEUnited KingdomTel: +44 (0)870 702 0159www.computershare.comWebsiteAntofagasta plc’s annual and half yearly financial reports, press releasesand other presentations are available on the Group’s website atwww.antofagasta.co.uk.Registered Office5 Princes GateLondonSW7 1QJUnited KingdomTel: +44 (0)20 7808 0988Fax: +44 (0)20 7808 0986Santiago OfficeAntofagasta Minerals S.A.Av. Apoquindo 4001 – Piso 18SantiagoChileTel: +562 (02) 798 7000Fax: +562 (02) 798 7445Registered Number1627889


Antofagasta plc5 Princes GateLondonSW7 1QJUnited KingdomVisit www.antofagasta.co.ukfor up-to-date investor information includingour past financial results.

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