Classification: General
Kuwait Energy
Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES
25 April 2017
Dear Shareholder
Extraordinary General Meeting of Kuwait Energy plc
We will be holding an Extraordinary General Meeting (EGM) of Kuwait Energy plc (Kuwait Energy) on 11 May
2017 at 10am at Salwa Sabah Al-Ahmad Theater and Hall, Marina Hotel, Salmiya, Kuwait. I enclose a formal
notice of EGM detailing the agenda (together with a form of proxy notice), and briefly summarise the various
agenda items below.
Resolution 1 - 2016 financial statements
Although we have made good progress during 2016, it was another challenging year, which is reflected in our
audited financial statements for the year ended 31 December 2016 (a copy of which is available on our
website). The financial statements are to be formally received by shareholders at the EGM.
Resolutions 2, 3, 4 and 5 – Listing or public offering, increase in the authorized share capital, authorities to
allot relevant securities and disapply pre-emption rights
As we have previously stated, we continue to explore the possibility of a listing or initial public offering (IPO)
of Kuwait Energy on London Stock Exchange’s main market for listed securities. 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, we have decided to seek certain approvals at this EGM in
Resolutions 2 to 5, covering matters which would be required to implement an IPO.
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 the
directors to be authorized to allot shares of Kuwait Energy up to a maximum nominal amount of
GBP200,000,000, and also the related disapplication of shareholder pre-emption rights, for the purposes of
Kuwait Energy issuing shares to institutional investors in connection with an IPO (and in relation to existing
convertible loan facilities which become convertible into ordinary share capital of the Company as a result of
such IPO).
Resolution 6 - Repurchase of shares from Mohammad Al Howqal
As part of an historic USD11m equity financing arrangement (which was originally implemented by KEC
Kuwait in connection with an employee share option scheme (which became obsolete due to the 2011 group
restructuring)), in May 2013, Mr Mohammad Al Howqal, a member of the Management team, entered into
a (restated) agreement with a third party to purchase 4,825,001 shares of Kuwait Energy held by that third
party.
Although the financing arrangement has been substantially rolled over each year, the financing has been
reduced and Mr Al Howqal was therefore required to purchase shares of Kuwait Energy from the third party
at a price of KWD0.670 per share. Kuwait Energy has lent Mr Al Howqal the purchase price pending the buy-
back of shares by Kuwait Energy. You will recall that shareholders approved the buy-back of 792,741 shares
from Mr Al Howqal at a price of KWD0.620 per share (being the same price as for the 2011 group
restructuring) at the 2014 EGM.