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«ATLAS MARA LIMITED (a company incorporated in the British Virgin Islands with limited liability and with registered number 1800950) NOTICE OF ANNUAL ...»

-- [ Page 1 ] --

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND SHOULD

BE READ IN ITS ENTIRETY.

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 consult your stockbroker, bank manager, solicitor, accountant or other

professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares or depositary interests, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred part of your holding you should retain these documents.

ATLAS MARA LIMITED

(a company incorporated in the British Virgin Islands with limited liability and with registered number 1800950)

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON 9 JUNE 2016 AT 1:00 PM EST / 6:00 PM BST AT 375 PARK AVENUE, 21ST FLOOR, NEW YORK, NEW YORK 10152 This document gives notice of the Annual General Meeting (“AGM” or “Meeting”) of Atlas Mara Limited (“ATMA” or the “Company”). If you hold ordinary shares in the Company, please complete and submit a Form of Proxy in accordance with the instructions printed thereon, whether or not you propose to attend the AGM. The return of the Form of Proxy will not prevent you from attending the AGM and voting in person. If you hold depositary interests in the Company, please complete and submit a Form of Instruction in accordance with the instructions printed thereon.

The Company’s annual report is available at http://atlasmara.com 1

NOTICE OF 2016 ANNUAL GENERAL MEETING

ATLAS MARA LIMITED

(a company incorporated in the British Virgin Islands with limited liability and with registered number 1800950) Notice is hereby given that the 2016 annual general meeting (the “AGM” or “Meeting”) of Atlas Mara Limited (the “ATMA” or “Company”) will be held at 375 Park Avenue, 21st Floor, New York, New York 10152 on 9 June 2016 at 1:00 p.m. EST / 6:00 p.m. BST. This Meeting is being convened for the purpose of considering and, if thought fit, passing the 11 resolutions set forth below, which, in the case of Resolutions 1 to 10 will be proposed as ordinary resolutions and in the case of Resolution 11 will be proposed as a special resolution.

The explanatory notes to this notice provide additional information on matters to be considered at the Meeting, and form part of this notice.

ORDINARY RESOLUTIONS

Annual Report and Accounts Resolution 1 - THAT the Directors’ Report and Accounts and the Auditors’ Report for the financial year ended 31 December 2015 be and are received.

Re-election of Directors Resolution 2 - THAT Mr. Arnold Ekpe be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 3 - THAT Mr. John F. Vitalo be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 4 - THAT Ms. Rachel F. Robbins be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 5 - THAT Mr. Tonye Cole be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 6 - THAT Ms. Olufunke Opeke be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 7 - THAT Mr. Amadou Raimi be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 8 - THAT Mr. Eduardo Chivambo Mondlane, Jr. be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 9 - THAT Mr. Robert E. Diamond, Jr. be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

Resolution 10 - THAT Mr. Ashish J. Thakkar be re-appointed as a director of the Company until the conclusion of the next annual general meeting.

–  –  –

Disapplication of pre-emption rights Resolution 11 - THAT, pursuant to article 3.11 of the Articles, the directors be and are given the power to issue, or sell from treasury, equity securities of any class for cash as if the provisions of

article 3.2 of the Articles do not apply to the issue, or sale from treasury, of such equity securities:

(i) generally for such purposes as the Directors may think fit, an aggregate number not exceeding forty per cent of the aggregate number of the ordinary shares in issue (including any ordinary shares held in treasury) as at 10 May 2016 (the latest practicable date prior to the publication of this notice); and (ii) for the purposes of the issue of securities offered (by way of a rights issue, open offer or otherwise) to existing holders of ordinary shares, in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares or to holders of other equity securities as required by the rights of those equity securities or as the Directors otherwise consider necessary up to an aggregate number not exceeding forty per cent of the aggregate number of the ordinary shares in issue (including any ordinary shares held in treasury) as at 10 May 2016 (the latest practicable date prior to the publication of this notice) but subject to the Directors having a right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient: (A) to deal with equity securities representing fractional entitlements and (B) to deal with legal or practical problems in the laws of any territory, or the requirements of any regulatory body or stock exchange, provided that (1) the authorities at (i) and (ii) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of the resolution, save that the Company shall be entitled to make an offer or agreement which would or might require equity securities to be issued pursuant to (i) and (ii) above before the expiry of its power to do so, and the Directors shall be entitled to issue or sell from treasury the equity securities pursuant to any such offer or agreement after that expiry date and provided further that the Directors may sell, as they think fit, any equity securities from treasury and (2) in the event of a sub-division or consolidation of the ordinary shares, the number of shares the directors are permitted to issue (or sell from treasury) pursuant to the authorities at (i) and (ii) above shall be adjusted accordingly.





By order of the Board  Beatrice Hamza Bassey General Counsel

Registered office:

Nemours Chambers Road Town Tortola British Virgin Islands

–  –  –

These explanatory notes form part of the Notice of Annual General Meeting. Resolutions 1 to 10 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolution 11 is proposed as a special resolution. This means that for this resolution to be passed at least 75% of the votes cast must be in favour of the resolution.

Annual Report and Accounts (Resolution 1)

Although not required pursuant to the Articles or the laws of the British Virgin Islands, the Company is proposing a resolution for shareholders to receive the Company’s Directors’ Report and Accounts and the Auditors’ Report for the financial year ended 31 December 2015, as well as the Company’s Annual Report available at http://atlasmara.com.

Re-election of Directors (Resolutions 2 to 10)

At the previous annual general meeting held on 12 May 2015, each Director put themselves up for reelection and was re-appointed to the Board until the next annual general meeting. Although the Company is not required to comply with the UK Corporate Governance Code (the “Code”), the Board has elected to manage its operations in accordance with the Code on a voluntary basis. The Board has therefore agreed that, in accordance with Principle B.7.1 of the Code, Directors are subject to election by shareholders at the first annual general meeting after their appointment, and to re-election thereafter at intervals of no more than three years. All the Directors will therefore be offering themselves for reelection in 2016. Separate resolutions will be proposed for each of these elections.

Biographies of the Directors are included in the Company’s 2014 Annual Report and on the Company’s

website: http://atlasmara.com and are also set out below:

Arnold Ekpe - Chairman, Non-Executive Director, member of the Audit, Risk & Compliance, Nomination and Remuneration Committees

Relevant skills and experience:

 Over 30 years of African and international banking experience including over 14 years of CEO experience with pan African banks. Well versed in M&A, financing and capital structure management. Broad financial technology and support systems experience including at Cellular Systems International (trading as Wari) and Process International SA.

External appointments:

 Non-Executive Directorships at SFRE (Sustainability Finance Real Economics) based in Luxembourg, where he is the Chairman, Crown Agents Bank Limited, and Crown Agents Investment Management Limited, Dangote Flour Mills plc, CAR4U Nigeria Limited. Also a trustee at Vision for a Nation, and an Honorary President at Business Council for Africa.

Past roles:

 Group CEO, Ecobank Transnational Incorporated. CEO, United Bank for Africa; Partner, Africa Capital Alliance. Vice President and Head of Corporate and Structured Trade Finance for SubSahara Africa for Citibank, and Vice Chairman of the Board of ADC Africa Development Corporation AG. Non-Executive Director at UAC Nigeria plc, Dorman Long Engineering, Virgin Nigeria Airways, Nigeria Sovereign Investment Authority, Africa Strategic Impact Fund, Multiverse Plc., Africa Strategic Fund, and Cellular Systems International.

–  –  –

Relevant skills and experience:

 Three decades of global financial services institution experience as general counsel at the NYSE and JP Morgan and economic development experience at the International Finance Corporation (IFC). Extensive experience in corporate governance and compliance. Well versed in international banking and emerging markets, including sub-Saharan Africa.

External appointments:

 Non-Executive Directorships at FINCA Microfinance Holdings LLC and New York University School of Law. Member of the Council on Foreign Relations.

Past roles:

 Vice President and General Counsel of the IFC. Executive Vice President, General Counsel, and Secretary of the New York Stock Exchange and NYSE Euronext. Managing Director, General Counsel and Secretary of JP Morgan & Co. Managing Director and General Counsel of Citigroup International.

Tonye Cole - Independent Non-Executive Director, Chair of the Nomination Committee and member of the Remuneration Committee

Relevant skills and experience:

 Co-founder and Group Executive Director of Sahara Group. Extensive management experience across Africa. Deep knowledge base of commodities sector, especially energy. Broad relationships with key stake holders across Africa.

External appointments:

 Non-Executive Directorships at Eco Aviation Fuel Support Services Limited, Enageed Resource Ltd, Energy Resource Upstream Ventures Ltd, Jet Fuel Supplies And Logistics, Kepco Energy Resource Ltd, Logistics & Petroleum Storage Services Ltd, Mangrove Petroleum Supplies & Logistics, New Electricity Distribution Company Ltd, Petroleum Warehousing & Supplies Ltd, Sahara Bulk Storage Facilities Ltd, Sahara Charitable Foundation, Sahara Energy 284 Ltd, Sahara Energy Exploration & Production Ltd, Sahara Energy Field Ltd, Sahara Energy Resource (Nig.) Ltd, Sahara Gas Line Ltd, Sahara Group Ltd, Sahara Power Resource Ltd, Sahara Trade Nigeria Ltd, Sahara Trade West Africa Ltd, Sahara Upstream 274 Ltd, Self Exploration & Production Company Ltd, Sempra Sahara Liquefied Natural Gas Ltd, So Aviation Fuel Limited, So Energy Ltd, Att Aviation Limited, Energy Resource Limited, Hankuk Plant Service Company Limited, Ng Power – Hps Ltd, Olympia Hotel Management Company Limited, Petroleum Warehousing & Supplies Ltd, Sahara Energy Africa, Sahara Energy Field Ghana Limited, Sahara Energy, Field Holding UK Limited, Sahara Energy Fields Ltd, Sahara Energy Resource Ltd, Sahara Energy Resources DMCC, Sahara Gas Ltd, Sahara International Pte. Limited, So Energy Ltd, White Pearl Oil & Gas Ltd, Sahara International, Rheinoel Limited, Servant Leaders Foundation, Digital Jewels Ltd, Nehemiah Youth Empowerment Initiative, VolunteerCorps Ltd, Excel Charity Foundation, 234 Give Nigeria, Enactus Nigeria, Egbin Power Plc, and Ikeja Electricity Distribution Company.

Past roles:

–  –  –

Relevant skills and experience:

 Founder and CEO of Main One Cable Company. Extensive experience in technology and telecommunications in sub-Saharan Africa. Broad relationships with key stakeholders across West Africa.

External appointments:

 Non-Executive Directorships at Cameron Hotels Nigeria. Executive Directorships at Main One Cable Company, Main Street Technologies, Main One Service Company, MainData, Main One Cable Company Ghana, Main One Cable Company Nigeria and Main One Cable Company Portugal.

Past roles:

 Chief Operating Officer for Nitel in Nigeria, Chief Technology Officer for MTN Nigeria, and Executive Director at Verizon Communications New York.

Amadou Raimi - Independent Non-Executive Director, Chair of the Audit, Risk and Compliance Committee and member of the Remuneration Committee



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