1
Notice of an Extraordinary General Meeting of
Kuwait Energy plc (the Company)
Notice is hereby given that an extraordinary general meeting of the Company (the
EGM
) will be held at 10am
(Kuwait time) on 11 May 2017.
The EGM will be held at Salwa Sabah Al-Ahmad Theater and Hall, Marina Hotel, Salmiya, Kuwait. A proxy
form in respect of the EGM is enclosed with this notice. Explanatory notes in respect of the appointment of
proxies are set out on page 5 of this notice.
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, 2 and 4 are proposed as ordinary resolutions of the Company, and
resolutions 3, 5, 6 and 7 are proposed as special resolutions.
Laying of accounts
1.
THAT the accounts and auditor’s report of the Company in respect of the financial year ended 31
December 2016 be received by the shareholders of the Company.
Reserved matters – listing or public offering
2.
THAT, pursuant to article 51(2) (b) of the articles of association of the Company (the
Articles
), the
directors of the Company be empowered to do and authorise all such acts and things as they resolve to
be necessary, including the exercise of all powers of the Company, for the purposes of a listing or
public offering of the equity securities (as defined in article 1 of the Articles) of the Company.
Increase in authorised share capital
3.
THAT, subject to the passing of the resolutions set out in Resolution 2 above and Resolutions 4 and 5
below, the authorised share capital of the Company be increased from £451,238,401 divided into
451,238,401 ordinary shares of £1 each to £1,000,000,000 divided into 1,000,000,000 ordinary shares
of £1 each by the creation of a further 548,761,599 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 £1,000,000,000 divided into 1,000,000,000 shares of one
class designated as Ordinary Shares with a par value of £1 each."
Authority to allot relevant securities
4.
THAT, subject to the passing of the resolution set out in Resolutions 2 and 3 above and Resolution 5
below, and in addition to any previous power granted to the directors of the Company:
(i)
in accordance with article 6 of the Articles, the directors be authorised to allot relevant
securities (as defined in article 1 of the Articles) in the Company up to a maximum nominal
amount of £200,000,000 such authority to be used only in connection with an application by
the Company to list its ordinary share capital, issued and being issued, on London Stock
Exchange plc’s main market for listed securities (including in relation to existing convertible
loan facilities of the Company which become convertible into ordinary share capital of the
Company as a result of such listing); and
(ii)
this authority shall expire at 5.00pm (Kuwait time) on 31 December 2017 (save to the extent
that the same are exercisable by reason of any offer or agreement made prior to the date of this
resolution which would or might require shares to be allotted or rights to be granted on or after