Classification: General
Kuwait Energy
Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES
Mr Al Howqal will likely be required to purchase the remaining shares from the third party in May 2015
(which again would require a temporary loan from Kuwait Energy until such time as the shares are
bought back by Kuwait Energy or sold to a third party). However, at this time, we would like your
approval to repurchase 792,741 shares of Kuwait Energy from Mr Al Howqal at a price of KWD0.620 per
share (being the same price as for the 2011 group restructuring), which will be held as treasury shares –
see below.
Resolution 7 - Creation of treasury shares
From the shares repurchased from Mr Al Howqal and KEC Kuwait, we would like the option of creating up
to 32,542,741 treasury shares, which could be used for various purposes including the issuance of any
shares pursuant to Resolution 11 and/or satisfying awards under the Kuwait Energy employee incentive
scheme.
Resolutions 8 and 9 - Increase in the authorized share capital and disapplication of pre-emption rights in
respect of the possible issue of shares to new investors in connection with an initial public offering by
Kuwait Energy
As we have previously stated, we continue to explore the possibility of an initial public offering or listing
(IPO) of Kuwait Energy. If an IPO becomes a clear possibility we will make an appropriate announcement.
However, in order to allow Kuwait Energy to move quickly to an IPO should the opportunity arise without
the need to convene a further EGM, we have decided to seek certain approvals at this extraordinary
general meeting in Resolutions 8 to 11, covering matters which would be required to implement an IPO or
which would allow Kuwait Energy to operate properly as a listed company.
One possible scenario in connection with an IPO of Kuwait Energy would be an issue of new ordinary shares
to institutional investors (or similar) to raise further capital. We would therefore like your approval for an
increase in the authorized share capital of Kuwait Energy by GBP64,411,000 and also the related
disapplication of shareholder pre-emption rights, for the purposes of Kuwait Energy issuing shares to
institutional investors (or similar) in connection with an IPO.
Resolutions 10 - Adoption of new Articles of Association and further increase in the authorised share
capital conditional upon an IPO
In the event that Kuwait Energy is listed on a stock exchange it will need to adopt new Articles of
Association appropriate for a listed company. We would therefore like your approval to adopt new Articles
of Association, but only if Kuwait Energy is listed. Copies of the proposed new Articles of Association are
available on our website and will be available at the EGM. The proposed new Articles of Association are in a
form which will allow Kuwait Energy to comply with the requirements made of a listed company. The
resolution to adopt the new Articles of Association is conditional upon the listing of Kuwait Energy.
The proposed further increase in the authorized share capital is also conditional upon the listing of Kuwait
Energy. The explanation for the possible use of this increased authorized capital following a listing is set out
below in the description of Resolution 11.
