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Notice of AGM, Proxy Form and Annual Report 2014

5 June 2015

Beowulf Mining Plc

(“Beowulf” or the “Company”)

Notice of AGM, Proxy Form and Annual Report 2014

Beowulf (AIM: BEM; Aktietorget: BEO), the mineral exploration and development company focused on the Kallak iron ore project in northern Sweden and its Swedish exploration portfolio, confirms that it has posted today the Annual Report and Accounts, Notice of Annual General Meeting and Form of Proxy to shareholders, as well as a Proxy Form for holders of Swedish Depository Receipts (“SDRs”). All of these documents can be found in the Investor section of the Company’s website: www.beowulfmining.com.

The Notice of AGM and Proxy Form for SDRs are reproduced below.

The Annual General Meeting of the Company will be held at the offices of CMS Advisory Group, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT, United Kingdom, on 29 June 2015 at 10.30 a.m. (BST).

Enquiries:

Beowulf Mining plc
Kurt Budge, Chief Executive Officer Tel: +44 (0) 20 3771 6993
Cantor Fitzgerald Europe
Stewart Dickson / Jeremy Stephenson / Carrie Lun Tel: +44 (0) 20 7894 7000
Blytheweigh
Tim Blythe / Megan Ray Tel: +44 (0) 20 7138 3204

Beowulf Mining plc

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the “Meeting”) of Beowulf Mining plc (the “Company”) will be held at the offices of CMS Advisory Group, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT, United Kingdom on 29 June 2015 at 10.30 a.m. (BST) to transact the following business:

As Ordinary Business

1 To receive and consider the Company’s audited accounts for the year ended 31 December 2014 and the directors’ and auditors’ reports thereon.

2 To consider and approve the Remuneration Report as detailed in the Company’s annual report and accounts.

3 To re-elect Jan-Ola Larsson, who is retiring by rotation, as a director of the Company.

4 To re-appoint Kurt Budge as a director of the Company.

5 To re-appoint Bevan Metcalf as a director of the Company.

6 To re-appoint BDO LLP as auditor and authorise the directors to fix the auditor’s remuneration.

As Special Business

To consider and if thought fit to pass the following Resolutions which will be proposed as Ordinary Resolutions:

Ordinary Resolutions

7 That the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560 of the Companies Act 2006):

7.1 in the case of ordinary shares in the Company, having a nominal amount; and

7.2 in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company having a nominal amount,

not exceeding, in aggregate, £561,639 provided that the power granted by this resolution shall expire on the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

8 That any conflict of interest arising out of the grant to the Directors or their connected persons of options to subscribe for ordinary shares in the capital of the Company be and is irrevocably and unconditionally authorised and, for the purposes of article 25.3 of the Company’s articles of association, any provision of the Company’s articles of association which prohibits a director from voting at a meeting of the board of directors or a committee of directors or otherwise participating in the decision-making processes of the board of directors be suspended to the extent required to allow such share options to be granted.

To consider and if thought fit to pass the following Resolution which will be proposed as a Special Resolution:

Special Resolution

9 That, subject to the passing of resolution 7, the Directors be given the general power to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 7 or by way of a sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities having:

9.1 in the case of ordinary shares in the Company, having a nominal amount; and

9.2 in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company having a nominal amount,

not exceeding, in aggregate, £561,639 provided that the power granted by this resolution shall expire on the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

By order of the Board

Liam O’Donoghue

Company Secretary

Beowulf Mining plc

201 Temple Chambers

3-7 Temple Avenue

London

EC4Y 0DT

United Kingdom

5 June 2015

PROXY FORM FOR HOLDERS OF SWEDISH DEPOSITORY RECEIPTS (“SDRs”) FOR THE ANNUAL GENERAL MEETING (“AGM”) OF SHAREHOLDERS OF BEOWULF MINING PLC (THE “COMPANY”)

This original signed proxy form must be sent by post or courier so as to arrive at Skandinaviska Enskilda Banken AB (publ) (“SEB”). Issuer Agent Department, RB6, 106 40 Stockholm no later than 12.00 CET on June 24, 2015.

Instruction to SEB to appoint a proxy to vote at the AGM of the Company convened for June 29, 2015 at 10.30 (BST) and at any adjournment of the meeting.

Before completing this form, please read the explanatory notes below

I/We ………………………………………………………………………………………………(name(s))

……………………………………………………………………………………………(address(es))

Identification number:……………………………………………………being [a] registered owner[s] at Euroclear Sweden AB by 5:00 p.m. (CET) on June 18, 2015 of ……………………………… SDRs representing shares in the above named Company hereby instruct and authorise SEB to appoint and instruct the Chairman of the AGM to attend, speak and vote on my/our behalf at the AGM of the Company to be held on June 29, 2015 at 10.30 (BST) and at any adjournment of the meeting. I/we instruct and authorise SEB to direct such proxy to vote on the resolutions to be proposed at such meetings as set out below.

This proxy form is to be used in respect of the resolutions mentioned below. Please insert an X in the appropriate space alongside each resolution to indicate how you wish the votes in respect of the shares represented by your SDRs to be cast. Unless otherwise indicated, the proxy will be instructed to vote as he thinks fit or abstain from voting in relation to any other matter which is put before the meeting.

RESOLUTIONS For Against Vote Withheld
ORDINARY BUSINESS
To receive and consider the Company’s audited accounts for the year ended 31 December 2014 and the directors’ and auditors’ reports thereon.
To approve the remuneration report as detailed in the Company’s annual report and accounts.
To re-elect Jan-Ola Larsson, who is retiring by rotation, as a director of the Company.
To re-appoint Kurt Budge as a director of the Company.
To re-appoint Bevan Metcalf as a director of the Company.
To re-appoint BDO LLP as auditor and authorise the directors to fix the auditor’s remuneration.
SPECIAL BUSINESS
To authorise the directors to allot equity securities (as defined in Section 560 of the Companies Act 2006) generally pursuant to Section 551 of that Act.
To authorise any conflict of interest arising out of the grant of share options to directors and suspend any provision of the articles of association preventing a director from participating in a decision to grant such share options.
To authorise the directors to allot equity securities (as defined in Section 560 of the Companies Act 2006) as if Section 561(1) of that Act did not apply to such allotment.
Signature Date

Notes to the proxy form

1 As the holder of the shares in the Company represented by your SDRs, SEB is entitled to appoint a proxy to exercise all or any of the rights attaching to such shares to attend, speak and vote at a general meeting of the Company. You can only direct SEB to appoint a proxy using the procedures set out in these notes.

2 Only SDR Holders who are directly registered in the Euroclear Sweden AB register or who have a voting right registration by 5:00 p.m. on June 18, 2015 may instruct and authorise SEB in accordance with this proxy form.