Frontera Resources Corporation Notice of Annual General Meeting (8500T)

TIDMFRR

RNS Number : 8500T

Frontera Resources Corporation

18 October 2017

18 October 2017

FRONTERA RESOURCES CORPORATION

("Frontera" or the "Company")

Notice of Annual General Meeting

Frontera Resources Corporation (AIM: FRR), the European focused oil and gas exploration and production company, today announces that it will hold its annual general meeting of shareholders ("Annual General Meeting") on 3 November 2017, at 1:00 p.m. (GMT), at 1 America Square, 17 Crosswall, London, EC2N 2LB, the United Kingdom. Circular containing the formal notice of the Annual General Meeting and the agenda is being sent to shareholders today and a copy is set forth below.

Enquiries:

 
Frontera Resources           (713) 585- 3216 
Zaza Mamulaishvili 
[e-mail] 
 
  Cairn Financial Advisers    [phone] 
  LLP 
Jo Turner / Liam Murray 
WH Ireland Limited           [phone] 
James Joyce / Alex Bond 
Yellow Jersey                [phone] 
Tim Thompson 
Harriet Jackson 
Henry Wilkinson 
 
 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) (or, if you are outside the United Kingdom, a person otherwise duly qualified in your jurisdiction) who specialises in advising in connection with shares and other securities.

If you sell or have sold or otherwise transferred all of your ordinary shares in Frontera Resources Corporation (Company), please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of ordinary shares, you should retain these documents.

FRONTERA RESOURCES CORPORATION

(Incorporated and registered in the Cayman Islands with company number 256380)

Notice of Annual General Meeting to be held on 3 November 2017

Notice convening an Annual General Meeting of the Company to be held at 1 p.m. (GMT) on 3 November 2017 at 1 America Square, 17 Crosswall, London EC2N 2LB, is set out at the end of this document. Shareholders will also find enclosed with this document a Form of Proxy.

The action to be taken by shareholders is set out on page 2. To be valid, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the Company's registrars, Computershare Investor Services (Cayman) Ltd, as soon as possible but in any event not later than 1 p.m. (GMT) on 1 November 2017 (or 48 hours prior to any adjourned meeting). The completion and return of a Form of Proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting should they subsequently wish to do so.

LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF

FRONTERA RESOURCES CORPORATION

(Incorporated and registered in the Cayman Islands with company number 256380)

 
                                     Headquarters: 
 
 Steve C. Nicandros (Non-Executive   Frontera Resources 
  Chairman)                           Corporation 
  Zaza Mamulaishvili (Executive       3040 Post Oak Blvd, 
  Director and CEO)                   Suite 1100 
                                      Houston, Texas 77056 
                                      USA 
                                      Registered office: 
                                      Maples Corporate Services 
                                      Limited 
                                      P.O. Box 309 
                                      Ugland House 
                                      Grand Cayman KY1-1104 
                                      Cayman Islands 
 Andrew J. Szescila (Non-Executive 
  Director) 
 Luis E. Giusti (Non-Executive 
  Director) 
  Stephen M. Hope (Non-Executive 
  Director) 
 
 
 

18 October 2017

Dear Shareholder

Annual General Meeting

I am writing to inform you that the annual general meeting of the Company (the AGM) will be held at 1 p.m. (GMT) on 3 November 2017 at 1 America Square, 17 Crosswall, London EC2N 2LB. The formal notice of the AGM and the sole resolution to be proposed is set out at the end of this document.

ORDINARY BUSINESS

1) Re-election of director (Ordinary Resolution)

The Board of Directors of the Company ("Board") have nominated Zaza Mamulaishvili for re-election as a Class III director in accordance with the Company's articles of association. Summary information regarding Mr Mamulaishvili is set forth below:

Mr Mamulaishvili is a co-founder of Frontera Resources Corporation and serves as President and Chief Executive Officer of the Company and is a member of its Board of Directors.

Since the Company's founding in 1997, Mr Mamulaishvili has been General Director of Frontera's business in the Greater Black Sea region where he managed the Company's initial growth.

Before co-founding the Company, from 1991 to 1997, Mr. Mamulaishvili was founder and President of a privately held company, MTA Ltd, an exporter of Eastern European crude oil and metals to the international market. During this time, he was also founder and chief executive of METEX, a privately held company that focused on metals trading in Russia, Ukraine and European countries.

Between 2001 and 2003, Mr. Mamulaishvili served as President of the American Chamber of Commerce in Georgia. Mr. Mamulaishvili holds a medical degree from Tbilisi State Medical University.

Business Update

Following the formal business of the AGM, the shareholders will be provided with business update.

Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. Whether or not you propose to attend the AGM in person, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be received by the Company's registrars, Computershare Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible but in any event not later than 1 p.m. (GMT) on 1 November 2017 (or 48 hours prior to any adjourned meeting).

If you complete and return a Form of Proxy, you may still attend and vote at the AGM in person should you subsequently decide to do so.

Please read the notes to the notice of AGM and the accompanying Form of Proxy for detailed instructions. The attention of Shareholders is also drawn to the voting intentions of the Board set out below.

Recommendation

The Board considers that the Resolution be put to the AGM is in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of the Resolution.

Yours faithfully

Steve C. Nicandros

Chairman of the Board of Directors

FRONTERA RESOURCES CORPORATION

(Company)

(Incorporated and registered in the Cayman Islands with company number 256380)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company (Meeting) will be held at 1 p.m. (GMT) on 3 November 2017 at 1 America Square, 17 Crosswall, London EC2N 2LB, for the transaction of the following business:

ORDINARY BUSINESS

1. By way of an ordinary resolution, to re-elect Zaza Mamulaishvili as a Class III Director of the Company.

By Order of the Board.

Levan Bakhutashvili

Vice President, General Counsel and Corporate Secretary

DATE: 18 October 2017

 
 Headquarters: 
 
 Frontera Resources 
  Corporation 
  3040 Post Oak Blvd, 
  Suite 1100 
  Houston, Texas 77056 
  USA 
  Registered office: 
  Maples Corporate Services 
  Limited 
  P.O. Box 309 
  Ugland House 
  Grand Cayman KY1-1104 
  Cayman Islands 
 
 
 
 
 

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

1 The Company has specified that only those members entered on the register of members at close of business on 1 November 2017 (or in the event that this meeting is adjourned, on the register of members 48 hours before the time of any adjourned meeting) shall be entitled to attend, speak and vote at the meeting in respect of the number of ordinary shares in the capital of the Company held in their name at that time. Changes to the register after close of business on 1 November 2017 shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting.

APPOINTMENT OF PROXIES

2 Members are entitled to appoint a proxy or proxies to exercise all or any of their rights to attend and vote at the meeting. A proxy need not be a Shareholder. A Shareholder holding two or more shares may appoint more than one proxy in relation to the meeting. Please contact the Registrar if you wish to appoint multiple proxies.

A Form of Proxy is enclosed for use by Shareholders holding shares in certificated form. The completion and return of a Form of Proxy whether in hard copy form or by eProxy will not preclude a member from attending in person at the meeting and voting should he or she wish to do so.

3 To be valid, the Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be lodged at the offices of the Company's registrars, Computershare Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, for and on behalf of the Company Secretary, by hand, or sent by post, so as to be received not less than 48 hours before the time fixed for the holding of the meeting or any adjournment thereof (as the case may be), weekends and bank holidays excluded.

APPOINTMENT OF PROXIES FOR DEPOSITORY INTEREST HOLDERS

4 Holders of Depository Interests in CREST may transmit voting instructions by either completing and returning a Form of Instruction to the office of the Depository, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by hand, or sent by post, so as to be received not less than 72 business hours before the time fixed for the holding of the meeting, or utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the Company or an attorney for the Company.

5 To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 1 p.m. on 31 October 2017. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. Holders of Depository Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depository Interest holder concerned to take (or, if the Depository Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depository Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

6 Holders of Depositary Interests in CREST who wish to attend the meeting and/or vote at the meeting must notify the Depositary in writing.

ISSUED SHARES AND TOTAL VOTING RIGHTS

7 As at close of business on 13 October 2017 (being the latest practicable date prior to the publication of this Notice of Annual General Meeting), the Company's issued share capital comprised 14,497,798,708 Ordinary Shares with a nominal par value of US$0.00004 each fully paid. On a poll, each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business on 13 October 2017 are 14,497,798,708.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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October 18, 2017 02:00 ET (06:00 GMT)