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that date).
Authority to dis-apply pre-emption rights
5.
THAT, subject to the passing of the resolutions set out in Resolutions 2, 3 and 4 above, and in addition
to any previous power granted to the directors:
(i)
in accordance with article 8 of the Articles, the directors be given power to allot equity
securities (as defined in article 1 of the Articles) for cash as if article 7 (
Pre-emption rights
) of
the Articles did not apply;
(ii)
the power under paragraph (i) above shall be limited to the allotment of equity securities (as
defined in article 1 of the Articles) having a nominal amount not exceeding in aggregate
£200,000,000;
(iii)
this power shall only be used in connection with an application by the Company to list its
ordinary share capital, issued and to be 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);
(iv)
this authority shall expire at 5.00pm (Kuwait time) on 31 December 2017,
and in this Resolution 5, references to the allotment of equity securities includes the sale of shares of
the Company which, immediately prior to the sale, were held by the Company as treasury shares where
such sale would be subject to pre-emption rights under the articles of association of the Company from
time to time in force.
Share buyback
6.
THAT:
(i)
the purchase by the Company of up to 4,032,260 fully paid ordinary shares of £1 each in the
capital of the Company fromMr 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 EGM be approved as the form of contract
pursuant to which any MAH Shares may be purchased by the Company.
Adoption of new articles
7.
THAT:
(i)
conditional upon the Company’s ordinary share capital being listed on London Stock
Exchange plc’s main market for listed securities (the time of that listing being
Admission
)
prior to 5.00pm (Kuwait time) on 31 December 2017, the articles of association identified as
being the “IPO Articles of Association” set out in the printed document produced to the EGM
and initialled by the Chairman for the purpose of identification (the
New Articles
) shall be
adopted as the articles of association of the Company in substitution for, and to the exclusion
of, the then existing articles of association of the Company with effect from Admission; and
(ii)
the provisions of articles 6 and 7 of the New Articles shall not apply to the allotment or issue
of (i) any relevant securities (as defined in the New Articles) that have been authorised for
allotment by the Company prior to the adoption of the New Articles (each such authorisation
remaining in full force and effect) save that, with effect from the adoption of the New Articles,
any reference in such existing authorisations to a nominal amount shall instead be deemed to