MXC Capital : Notice of Annual General Meeting 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in MXC Capital Limited (the "Company"), please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

MXC CAPITAL LIMITED NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting to be held on Thursday 26 January 2017 at 12:00 noon at 1st Floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey, GY1 1EW is set out on pages 5 and 6 of this document. Whether or not you propose to attend the annual general meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned so as to reach the Company's Registrars by no later than 12:00 noon on Tuesday 24 January 2017.

MXC Capital Limited

(Incorporated in Guernsey with registered number 58895)

Directors:	Registered Office:
Peter Rigg (Chairman)	1st and 2nd Floors Elizabeth House Les Ruettes Brayes St Peter Port Guernsey GY1 1EW
Paul Guilbert
Meriel Lenfestey
Marc Young

3 January 2017 Dear Shareholder,

Notice of Annual General Meeting of MXC Capital Limited ( t h e " Co mp an y" )

I am writing to inform you that the annual general meeting ("AGM") of the Company will be held at 12:00 noon on Thursday 26 January 2017 at 1st Floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey, GY1 1EW (the "Meeting").

The formal notice and agenda of the AGM and the resolutions to be proposed are set out on pages 5 and 6 of this document. Further information on the business to be conducted at the AGM and the resolutions to be proposed is set out below.

Ordinary Resolutions

1. Resolution 1 (Financial Statements)

   The Directors of the Company (the "Directors") are required by the Companies (Guernsey) Law, 2008 (as amended) (the "Law") to present each year the Company's most recent financial statements and the Directors' and auditors' reports on those financial statements to the Company at its annual general meeting.

   Resolution 1 will, therefore, propose that the Annual Report and Consolidated Financial Statements for the year ended 31 August 2016 (the "Financial Statements") be received.

   The Financial Statements are available on the Company's website at www.mxccapital.com.

2. Resolution 2 (Appointment of Auditors)

   The Company is required to appoint auditors for each of its financial years.

   Resolution 2 will, therefore, propose the appointment of Grant Thornton Limited as auditors and authorise the Directors to fix their remuneration until the conclusion of the next AGM.

3. Resolution 3 (Election of Directors)

   Article 24.7 of the articles of incorporation of the Company (the "Articles") states that at every annual general meeting of the Company one-third of the Directors who are subject to retirement by rotation or, if their number is not a multiple of three, then the number nearest to but not exceeding one-third, shall retire from office. If there are fewer than three Directors who are subject to retirement by rotation, one Director shall retire from office

   Resolution 3 will therefore propose the re-election of the following Director:

   - Paul Guilbert, Non-Executive Director

   More information in relation to the Director of the Company listed above is available on the Company's website at www.mxccapital.com.

4. Resolution 4 (Issuance of shares):

   The purpose of resolution 4 is to authorise the Directors of the Company to exercise all powers of the Company to issue, grant rights to subscribe for, or to convert any securities into, shares in the capital of the Company subject to a maximum of 1,129,503,590 ordinary shares (being one third of the issued ordinary share capital (excluding treasury shares) as at the date of this document), in accordance with Article 4.2 of the Articles such authorities to expire not more than five years from the date of the passing of the resolution by virtue of which the authorisation is given (unless previously renewed, revoked or varied by the Company by ordinary resolution).

   Special Resolutions

5. Resolution 5 (On-Market Buy-Back)

   The purpose of resolution 5 is to put in place an authority to enable the Company to make market purchases of up to 677,702,154 ordinary shares of no par value of the Company, being approximately 20% of the issued ordinary share capital (excluding treasury shares) as at the date of this document.

   The Company's exercise of this authority will be subject to the stated upper and lower limits on the price payable (as set out in the attached notice of AGM). The Directors will only exercise the power of purchase after careful consideration and in circumstances where they are satisfied that to do so would result in an increase in earnings per share and would be in the best interests of the Company and of its shareholders generally. The Directors intend to keep under review the potential to purchase ordinary shares. If granted, this authority will expire on the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after this resolution is passed.

   If the authority conferred by this resolution is exercised, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.

6. Resolution 6 (Disapplication of Pre-Emption Rights)

   In certain circumstances, it may be in the best interests of the Company to issue shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their holdings. The purpose of resolution 6 is to grant the power to the Directors to issue ordinary shares (or sell treasury shares) for cash without first offering such ordinary shares pro-rata to existing shareholders in accordance with the rights of pre-emption set out in the Company's articles of incorporation. This would provide the Directors with a degree of flexibility to act in the best interests of the Company so that (i) the Company can follow normal practice in the event of a rights issue, open offer or other offer of securities in favor of the existing shareholders in proportion to their shareholdings, and (ii) shares may be issued for cash to persons other than existing shareholders.

   This is a general disapplication of the rights of pre-emption in respect of 677,702,154 ordinary shares representing approximately 20% of the current issued ordinary share capital of the Company (excluding treasury shares). If granted, this authority will expire on the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the resolution is passed. The Directors have no present intention of exercising this authority.

7. Resolution 7 (Articles of Incorporation)

   The Companies (Guernsey) Law, 2008 (Amendment) Ordinance, 2015, which came into effect on 3 September 2015, implemented a range of changes to the Law. Resolution 7, which takes the form of a special resolution, proposes to adopt amended and restated articles of incorporation (the "New Articles") in substitution for and to the exclusion of the existing Articles. The New Articles will include the following amendments:

8. the removal of an obsolete provision relating to directors' interests

9. the removal of obsolete provisions relating to borrowing powers;

10. the inclusion of updated provisions relating to the service of notices;

11. the inclusion of a reference to the Uncertificated Securities (Enabling Provisions) (Guernsey) Law, 2005;

12. the inclusion of provisions previously appended by way of appendix to the Articles approved at a general meeting of the Company held on 9 September 2015; and

13. various other amendments to reflect the changes to the Companies Law.

14. A copy of the New Articles and a comparison version of the New Articles showing all proposed changes are available for inspection by shareholders on the Company's website at www.mxccapital.com.

    Action to be Taken

    You will find enclosed a Form of Proxy for use at the AGM.

    Please complete, sign and return the enclosed Form of Proxy as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM. Forms of Proxy should be returned so as to be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZY, as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM, that is to say, no later than 12:00 noon on 24 January 2017.

    Any member wishing to attend the Meeting in person is kindly requested to inform the Company Secretary of your attendance by email to [e-mail] or by telephone on [phone].

    Recommendation

    The Directors consider that all the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.

    Yours sincerely,

    Peter Rigg Chairman