AGM Notice and Proxy Forms - page 1

Classification: General
1
Notice of the adjourned 2014 Annual General Meeting and
Notice of an Extraordinary General Meeting of
Kuwait Energy plc (the Company)
Notice is hereby given that the adjourned 2014 annual general meeting of the Company (the
Adjourned
AGM
) will be held on 19 October 2014 at 10:00am and will be immediately followed by an extraordinary
general meeting of the Company (the
EGM
) to be held at 10:30am or at the close of the AGM, whichever is
latest.
Both meetings will be held at Symphony Style Hotel Kuwait, Symphony Complex, Gulf Road, Salmiya,
Kuwait. A proxy form in respect of the Adjourned AGM and a separate proxy form in respect of the EGM
are enclosed with this notice. Explanatory notes in respect of the appointment of proxies are set out on page
7 of this notice.
Business of the Adjourned AGM
The Adjourned AGM is being held for the purposes of considering and, if thought fit, passing the ordinary
resolutions of the Company set out below:
1.
THAT Deloitte LLP be reappointed as auditors of the Company to hold office until the conclusion of
the Company’s next annual general meeting
and the board of directors of the Company (the
Board
)
be empowered to fix the remuneration and agree the terms of Deloitte LLP’s reappointment.
2.
THAT the accounts of the Company in respect of the financial year ended 31 December 2013 be
received by the shareholders of the Company.
3.
THAT the directors’ remuneration report contained in the financial statements and reports of the
Company for the period ended 31 December 2013 be approved.
Business of the EGM
The EGM is being held for the purposes of considering and, if thought fit, passing the resolutions of the
Company set out below. Resolutions 1 and 7 are proposed as ordinary resolutions and resolutions 2, 3, 4, 5,
6, 8, 9, 10 and 11 are proposed as special resolutions.
1.
THAT the appointment of Dr Manssour Aboukhamseen, Sara Akbar, Roger Phillips, Mohamed
Yusof Rafie, Dr Yousef Al-Awadi, Rachel English, Abdel Badwi, Mohammad Husain and Sir Steve
Robson as directors of the Company be ratified and confirmed.
2.
THAT the authorised share capital of the Company be increased from £450,724,374 divided into
450,724,374 ordinary shares of £1 each to £451,238,401 divided into 451,238,401 ordinary shares of
£1 each by the creation of a further 514,027 ordinary shares of £1 each and that accordingly
paragraph 4 of the Company's memorandum of association be replaced with the following new
paragraph 4:
"4.
The share capital of the Company is £451,238,401 divided into 451,238,401 shares of one
class designated as Ordinary Shares with a par value of £1 each."
3.
THAT, subject to the passing of the special resolution set out in Resolution 2 above and in addition
to any previous power granted to the Board, the Board be empowered pursuant to Article 4.9 of the
articles of association of the Company (the
Articles
) to allot New Securities (as defined in the
Articles) as if Articles 4.3 to 4.8 of the Articles (
Pre-emption rights
) did not apply and for the
purposes of Article 4.9 of the Articles:
1 2,3,4,5,6,7,8,9
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