Classification: General
2
(i)
the nominal amount of the New Securities that may be allotted pursuant to this power shall
not exceed the aggregate sum of £514,027;
(ii)
this power shall only be used in connection with the Company allotting and issuing up to
514,027 ordinary shares of £1 each to the shareholders of Concorde Oil and Gas Limited
other than Lobstarom Holdings Limited (a subsidiary of the Company), or to such other
person(s) as the Board shall determine; and
(iii)
this power shall expire at the earlier of the conclusion of the next annual general meeting of
the Company after the passing of this resolution and 30 June 2015.
4.
THAT, pursuant to resolution 6(ii)(2) passed at the 2013 annual general meeting of the Company
(relating to the Company’s acquisition of Kuwait Energy Company K.S.C.C. (
KEC
)), the allotment
and issue of up to 31,750,000 ordinary shares of £1 each to AWAL II Share and Securities Co.
S.P.C., a subsidiary of the Company, or such other person(s) as the Board shall determine, be ratified
and confirmed in all respects.
5.
THAT:
(i)
the purchase by the Company of 31,750,000 fully paid ordinary shares in the capital of the
Company from KEC (the
KEC Shares
) at a price of KWD0.620 per share be approved; and
(ii)
the form of contract annexed to this notice of the AGM and the EGM be approved as the
form of contract pursuant to which any KEC Shares may be purchased by the Company.
6.
THAT:
(i)
the purchase by the Company of 792,741 fully paid ordinary shares of £1 each in the capital
of the Company from Mr Mohammad Al-Howqal (or his nominees) (the
MAH Shares
) at a
price of KWD0.620 per share be approved; and
(ii)
the form of contract annexed to this notice of the AGM and the EGM be approved as the
form of contract pursuant to which any MAH Shares may be purchased by the Company.
7.
THAT the Company be authorised to hold as treasury shares any KEC Shares and MAH Shares
purchased by the Company if the directors of the Company resolve to hold as treasury shares any
KEC Shares and MAH Shares so purchased.
8.
THAT the authorised share capital of the Company be increased by £64,411,000 divided into
64,411,000 ordinary shares of £1 each by the creation of a further 64,411,000 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 £515,649,401 divided into 515,649,401 shares of one class
designated as Ordinary Shares with a par value of £1 each."
9.
THAT, subject to the passing of the special resolution set out in Resolution 8 above and in addition
to any previous power granted to the Board, the Board be empowered pursuant to Article 4.9 of 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:
Both numbers to be reduced to 515,135,374 in the event that Resolution 2 is not passed.
