12 July 2018
I am writing to you to notify you of and to recommend your acceptance of the enclosed resolution which has been approved by all directors.
The background to this is that in recent years, we have issued our shares at prices well in excess of US$100 per share and the directors believe that for a listed company, a share price of under US$1.00 is likely to be regarded by the investing public as more normal and will avoid confusion.
For this reason, the directors propose to convert and sub-divide its existing issued ordinary shares, such that each one ordinary share of $0.01 par value be converted and subdivided into 200 ordinary shares of no par value. The new number of issued shares will therefore be 200 times greater than now, so each shareholder will own the same proportion of the company as before.
Subject to the passing of this resolution, shareholders may discard their old share certificates as these will no longer have any meaning or value, and will be recorded on the register of shareholders as having the new increased number of subdivided shares.
In order to avoid the loss of the new certificates in the post and the expense of replacing them, the new certificates will not automatically be sent to shareholders but may be requested by the shareholder when required. This will enable shareholders to update their address immediately prior to them being sent and to ensure that the address given is able to receive postal deliveries. Shareholders can update their address by registering with Computershare at www.investorcentre.co.uk/je.
The resolution is a written resolution and will be passed as soon as the approval of shareholders holding more than 50% of the ordinary shares has been received. The result will be posted on the Company’s web-site www.ferro-alloy.com as soon as the requisite number of shareholders have approved the resolution or, if not so approved, after 28 days have elapsed.
Director and Company Secretary
FERRO-ALLOY RESOURCES LIMITED
Registered No. 63449
Pursuant to section 175(2)(b) of The Companies (Guernsey) Law, 2008
(as amended) ("Law")
Circulation Date: 12 July 2018
A. It is proposed that the Company convert and sub-divide its existing issued ordinary shares, such that each one ordinary share of $0.01 par value be converted and subdivided into 200 ordinary shares of no par value by way of an ordinary resolution of the Company pursuant to Article 3.1 of the Company's Articles of Incorporation.
B. For this purpose, it is proposed to pass the ordinary resolution set out below ("Resolution") by way of this written resolution pursuant to section 182 of the Law.
That pursuant to Article 3.1 of the Company's Articles of Incorporation, each issued ordinary share of $0.01 in the capital of the Company be and hereby is converted and sub-divided into 200 ordinary shares of no par value with immediate effect.
This written resolution may be executed in any number of counterparts. All the counterparts shall together constitute a single instrument.
1. If you consent to the passing of the Resolution, then please signify your agreement to the Resolution by signing and dating your copy (on the date of signing) and returning to the Company a PDF copy to [email protected] as soon as possible, with the original signed copy to be returned to the Company at Noble House, Les Baissieres, St Peter Port, Guernsey, GY1 2UE to be kept with the Company books.
2. If you do not consent to the passing of the Resolution then no action is required to be taken by you. In the event the Resolution is passed by shareholders of the Company holding a majority of the ordinary shares, the Company will notify you.
3. The Resolution will lapse if not passed within 28 days of the Circulation Date.
4. Each shareholder has one vote per ordinary share. If you do not wish to cast all of your votes for the Resolution, then please provide the number of ordinary shares which you intend to vote in the space provided below. Unless otherwise indicated, by signing this written resolution you will be deemed to have voted all of the ordinary shares held by you.
I/We, the undersigned, being a shareholder of the Company as of the Circulation Date, irrevocably consent to the passing of the Resolution.
____________________________________ [insert shareholder]
Date: __________________ 2018
If not all ordinary shares held by you are being voted in respect of the Resolution, please insert the number of Ordinary Shares being voted by you:
Resolution: ________________________ Ordinary Shares; .