Notice of AGM and Management Information Circular

BISHOPSGATE, LONDON / ACCESSWIRE / December 29, 2017 / NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 1

MANAGEMENT INFORMATION CIRCULAR 4

PART ONE – VOTING INFORMATION 4
Solicitation of Proxies 4
Appointment and Revocation of Proxies 4
CREST Shareholders 6
Non-Registered (or Beneficial) Shareholders in Canada 6
Exercise of Discretion by Proxies 7
Record Date and Voting Securities 7
Principal Holders of Voting Securities 8
Interest of Certain Persons in Matters to be Acted Upon 8
Shareholders’ requests under Section 527 of the Companies Act 2006 8
Shareholder Communication with the Board of Directors 9

PART TWO – BUSINESS OF THE MEETING 9
Ordinary Business 9
Special Business 12
Other Matters 13
Right to Ask Questions 13
Inspection of Documents 14
Voting Results 14

PART THREE – ELECTION OF DIRECTORS 14

Directors of the Company 14
Biographies 15
Share Ownership 17
Committees of the Board of Directors 17
Cease Trade Orders, Bankruptcies, Penalties and Sanctions 17

PART FOUR – STATEMENT OF EXECUTIVE COMPENSATION 18
Compensation Discussion and Analysis 18
Compensation Governance 18
Compensation Methodology 19
Risk Management 20
Components of the Compensation Program for the Year ended June 30, 2017 20
Employment Agreements and Potential Payments Upon Termination 22

PART FIVE – DIRECTOR COMPENSATION 26
Compensation Discussion and Analysis 26
Indebtedness of Directors and Executive Officers 27

PART SIX – LONG-TERM INCENTIVE PLAN 27
Share Incentive Plan 27
Summary of the Share Incentive Plan 27

PART SEVEN – STATEMENT OF CORPORATE GOVERNANCE PRACTICES 32
Board of Directors 32
Attendance Record 33
Board Mandate 33
Position Descriptions 33
Other Directorships 33
Orientation and Continuing Education 34
Ethical Business Conduct 34
Board Committees 34
Nomination of Directors 35
Director Term Limits and Other Mechanisms of Board Renewal 36
Compensation 37
Assessments 37
Policies Regarding the Representation of Women 37

PART EIGHT – AUDIT AND RISK MANAGEMENT COMMITTEE INFORMATION 37
Audit and Risk Management Committee Charter 37
Audit and Risk Management Committee 37
Relevant Education and Experience 38

PART NINE – INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 38

PART TEN – ADDITIONAL INFORMATION 38

APPROVAL 39

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The company news service from the London Stock Exchange.

SOURCE: SolGold plc

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