Chairmans letter

Classification: General

Kuwait Energy

Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES

Extraordinary General Meeting

Resolution 1 - Adoption of new Articles of Association

Further to various meetings with shareholders over the last year, it has become apparent that a significant

proportion of our shareholders would like us to update our Articles of Association in line with the listed

company Articles of Association presented at the 2014 AGM, and to reflect certain other changes to further

enhance our corporate governance framework. Further to discussions with several large shareholders, we

have prepared new Articles of Association in respect of which we would like your approval to adopt. Copies

of the proposed new Articles of Association and a summary of the material differences to the existing Articles

of Association are available on our website and will be available at the AGM.

Any historic resolutions passed by Kuwait Energy under the old Articles of Association relating to the

allotment, issue and/or buy-back of shares (including any waiver of pre-emption rights) shall remain in full

force and effect. In this regard, please note that the following share commitments remain outstanding:

(i)

The issue of up to 3,980,492 shares in Kuwait Energy pursuant to an employee share incentive plan

(approved at the first AGM held on 30 November 2011);

(ii)

The issue of up to 60,000,000 shares in Kuwait Energy to a financing vehicle of Abraaj Capital on

conversion of its outstanding loan facility into shares on listing (approved at the Extraordinary

General Meeting (EGM) held on 15 May 2012);

(iii)

The issue of up to 23,000,000 shares to Qatar First Bank on conversion of its outstanding murabaha

financing facility into shares on listing (approved at the third AGM held on 21 April 2013); and

(iv)

The issue of up to 2,557,977 shares to remaining shareholders of Kuwait Energy Company K.S.C.C.

(KEC Kuwait) pursuant to the 2014 KEC Kuwait ownership restructuring (approved at the third AGM

held on 21 April 2013 and confirmed at the EGM held on 19 October 2014).

…………………………..

Your directors believe that the proposals in the above-mentioned resolutions are in the best interests of both

Kuwait Energy and its shareholders. Accordingly, the directors unanimously recommend that you vote in

favour of all of these resolutions.

If you should have any queries regarding the contents of this letter, please contact Sara Soliman of our

Investor Relations Department by email a

or by telephone on +965 2576 7725.

I very much look forward to seeing you on 1 December 2015 and thank you for your continued support. Once

again I apologise for any inconvenience caused by the rescheduling of the meeting.

Yours faithfully

.....................................

Dr Manssour Aboukhamseen

Chairman