18/05/2012
Notice is hereby given that the Annual General Meeting of Petroceltic International plc (the “Company”) will be held at Royal College of Physicians of Ireland, No. 6 Kildare Street, Dublin 2, Ireland on 12th June 2012 at 12 noon to consider and, if thought fit, pass the following resolutions, of which Resolutions 1, 2, 3, 4 and 5 will be proposed as ordinary resolutions and Resolution 6 will be proposed as a special resolution:
RESOLUTIONS
Ordinary business of the meeting
| 1. |
To receive and consider the Report of the Directors and the financial statements for the year ended 31st December 2011. |
| 2. |
To re-appoint Hugh McCutcheon as a Director, who was appointed to the board of Directors of the Company by the Directors of the Company pursuant to article 85(b) of the Articles of Association of the Company. |
| 3. |
To re-appoint Alan McGettigan as a Director, who retires by rotation in accordance with the Articles of Association of the Company. |
| 4. |
To re-appoint Con Casey as a Director, who retires by rotation in accordance with the Articles of Association of the Company. |
| 5. |
To authorise the Directors to fix the remuneration of the auditors of the Company. |
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Special business of the meeting |
| 6. |
That the Directors of the Company be empowered pursuant to section 24 of the Companies (Amendment) Act 1983 (the “1983 Act”) to allot equity securities (as defined by section 23 of the 1983 Act) for cash (in accordance with the Directors’ existing authority to allot and issue relevant securities (as defined in section 20 of the 1983 Act) pursuant to section 20 of the 1983 Act) as if section 23(1) of the 1983 Act did not apply to any such allotment, provided that the powers conferred by this resolution shall be limited to: |
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(a) |
the allotment of equity securities (including, without limitation, any shares purchased by the Company pursuant to the provisions of the Companies Act, 1990 and held as treasury shares) in connection with any offer of securities, open for a period fixed by the Directors of the Company, by way of rights issue, open offer or otherwise in favour of ordinary shareholders and/or any persons having a right to subscribe for or convert securities into ordinary shares in the capital of the Company (including without limitation, any person entitled to options under any of the Company’s share option schemes for the time being) and subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised body or stock exchange, in any territory; and |
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(b) |
(in addition to the power conferred by paragraph (a) above) the allotment of equity securities (including without limitation, any shares purchased by the Company pursuant to the provisions of the Companies Act 1990 and held as treasury shares) up to a maximum of 5 per cent. of the aggregate nominal value of the issued ordinary share capital of the Company at the close of business on the date of this meeting. |
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The authority hereby conferred shall expire on the earlier of the close of business on 11th September 2013 and the date of the next annual general meeting unless previously renewed, varied or revoked by the Company in general meeting. The Company may before any such expiry make an offer or agreement which would or might require any such securities to be allotted in pursuance of such offer or agreement after such expiry and the Directors of the Company may allot equity securities pursuant to such offer or agreement as if the powers conferred hereby had not expired. |
BY ORDER OF THE BOARD
Peter Dunne
Secretary
Registered Office:
6th Floor,
75 St. Stephen’s Green,
Dublin 2.
Ireland.
Dated: 18th May 2012
Notes:
| 1. |
A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote on his behalf. A proxy need not be a member of the Company. |
| 2. |
Forms of proxy must reach Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, not less than 48 hours before the time appointed for the holding of the meeting. |
| 3. |
Only those shareholders on the register of members of the Company as at 6 p.m 10th June 2012 will be entitled to attend and vote at the Annual General Meeting and may only vote in respect of the number of shares registered in their names at that time. |