Classification: General
KUWAIT ENERGY PLC
MATERIAL DIFFERENCES BETWEEN THE EXISTING ARTICLES OF ASSOCIATION
AND THE PROPOSED NEW ARTICLES OF ASSOCIATION
No.
EXISTING ARTICLES OF ASSOCIATION
PROPOSED NEW ARTICLES OF ASSOCIATION
1
Articles 4.3-4.8 (Pre-emption rights)
(i)
Offer period is 15 days
(ii)
Pre-emption provision applies to all issues of equity
securities
Article 7 (Pre-emption rights)
(i)
Offer period is at least 14 days
(ii)
Pre-emption provision does not apply to the issue of equity securities other
than for cash (UK standard)
2
Article 6 (Variation of rights)
The rights attaching to shares may be varied with the consent
of holders of the majority of issued shares of that share class
Article 17(1) (Variation of rights)
The rights attaching to shares may be varied with the consent of holders of two-thirds
of issued shares of that share class
3
Article 17 (other provisions relating to transfers)
No equivalent article (although company still required to adhere to restrictions of
United Nations Security Council and World Bank Listing of Ineligible Firms)
4
No equivalent article
Article 26-27 (Disclosure of interests in shares)
5
No equivalent article (although Jersey law requires the
annual accounts to be filed with the Jersey Registrar of
Companies within 7 months of the end of each financial
year)
Article 28(2) (Annual general meetings)
AGM to be held within 6 months of the end of each financial year
6
Article 20.1 (Notice of general meetings)
General meetings require at least 14 clear days’ notice
Article 33(1) (Length and form of notice (of general meetings))
An AGM requires not less than 21 clear days’ notice (with all other general meetings
requiring not less than 14 clear days’ notice)
7
No equivalent article
Article 41 (General meeting at more than one place)