SolGold plc: Notice of AGM and Management Information Circular

Bishopsgate, London (FSCwire) - 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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