NOTICE is hereby given that the Annual General Meeting of Alkane
Energy plc (‘the Company’) will be held at 11.00am on Wednesday
28th April 2010 at Edwinstowe House, High Street, Edwinstowe,
Nottinghamshire NG21 9PR for the following purposes:
Ordinary business
1 To receive the audited financial statements of the Company for the
financial year ended 31 December 2009, the Directors’ Report and
the Auditors’ Report on those financial statements.
2 To re-elect as a Director Stephen Goalby, whose biographical
details are set out on page 16 of the Annual Report, who retires in
accordance with the Company’s Articles of Association and, being
eligible, offers himself for re-election.
3 To re-elect as a Director David Oldham, whose biographical
details are set out on page 16 of the Annual Report, who retires in
accordance with the Company’s Articles of Association and, being
eligible, offers himself for re-election.
4 To re-elect as a Director Joe Darby, whose biographical details are
set out on page 16 of the Annual Report, who being appointed since
the last Annual General Meeting, retires in accordance with the
Company’s Articles of Association and, being eligible, offers himself
for re-election.
5 To re-appoint PKF (UK) LLP as the auditors of the Company.
6 To authorise the Directors to determine the remuneration of the
auditors of the Company.
7 To approve the Directors’ Remuneration Report for the financial year
ended 31 December 2009.
Special Business
To consider and, if thought fit, pass the following resolutions, of which
resolution 8 will be proposed as an ordinary resolution and resolutions
9 and 10 will be proposed as special resolutions.
8 THAT the Directors be and they are hereby generally and unconditionally
authorised pursuant to section 551 of the Companies Act 2006 to
exercise all the powers of the Company to allot equity securities (as
defined for the purposes of section 560(2) of the Companies Act 2006)
up to an aggregate nominal amount of £155,139 provided that this
authority shall expire on the date being 15 months from the passing
of this resolution or, if earlier, at the conclusion of the Annual General
Meeting of the Company in 2011, save that the Company may before
such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the Directors may
allot relevant securities in pursuance of such offer or agreement as if this
authority had not expired and provided further that this authority shall
supersede and revoke any other such authority.
9 THAT subject to the passing of the resolution numbered 8 set out
above, the Directors be and they are hereby empowered pursuant
to sections 570 and 573 of the Companies Act 2006 to allot equity
securities (as defined in section 560(2) of the Companies Act 2006)
for cash pursuant to the general authority to allot relevant securities
conferred by resolution 8 above as if the provisions of section 561(1)
of the Companies Act 2006 did not apply to such allotment, provided
that this authority be limited to:
a) the allotment of equity securities for cash in connection with
a rights issue, open offer or any other pre-emptive offer in
favour of holders of ordinary shares where the equity securities
respectively attributable to the interest of such shareholders
on a fixed record date are proportionate (as nearly may be) to
the respective numbers of shares held by them but subject to
such exclusions or other arrangements as the Directors may
deem necessary or expedient to deal with any legal or practical
problems under the laws of any overseas territory or the
requirements of any regulatory body or any stock exchange in
any territory or fractional entitlements or any other matter; and
b) the allotment (otherwise than pursuant to paragraph (a) above),
of equity securities having, in the case of relevant shares, a
nominal amount or, in the case of other equity securities, giving
the right to subscribe for or to convert into relevant shares having
a nominal sum, not exceeding in aggregate the sum of £23,270.
This authority shall (unless renewed, varied or revoked by the Company)
expire on the date being 15 months from the passing of this resolution or,
if earlier, at the conclusion of the Annual General Meeting of the Company
in 2011, save that the Company may before such expiry make an offer
or agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity securities in
pursuance of such offer or agreement as if this power had not expired.
10 THAT the Company is hereby generally and unconditionally authorised
for the purposes of section 701 of the Companies Act 2006 to
make market purchases (within the meaning of section 693(4) of the
Companies Act 2006) of any of its ordinary shares of 0.5 pence each
in the capital of the Company on such terms and in such manner as
the Directors may from time to time determine provided that:
a) the maximum number of ordinary shares which may be
purchased is 9,308,387 representing approximately 10 per cent
of the issued ordinary share capital at 22 March 2010;
b) the minimum price which may be paid for each ordinary share is
0.5 pence which amount shall be exclusive of expenses, if any;
c) the maximum price which may be paid for each ordinary share
is an amount equal to 105 per cent of the average of the middle
market quotations of the ordinary shares of the Company
as derived from information published by the London Stock
Exchange plc for the five business days immediately preceding
the day on which such share is contracted to be purchased;
d) this authority shall expire on the date being 15 months from the
passing of this resolution or, if earlier, at the conclusion of the
Annual General Meeting of the Company in 2011; and
e) under this authority the Company may make a contract to
purchase ordinary shares which would or might be executed
wholly or partly after the expiry of this authority, and may make
purchases of ordinary shares pursuant to it as if this authority
had not expired.
Approved by the Board and signed on its behalf.
Stephen Goalby
Company Secretary
Dated 22 March 2010
Registered Office:
Edwinstowe House
High Street
Edwinstowe
Notts NG21 9PR
Registered Number: 2966946
Registrars:
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Notes to the Notice of Meeting
1 Directors’ Service Contracts are available for inspection at the
Company’s registered office during normal business hours on any
week day (excluding public holidays) and will be available at least
15 minutes prior to and during the AGM.
2 Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that only those
members registered on the Company’s register of members at:
• the close of business on the day which is two days before
the day of the Meeting; or,
• if this Meeting is adjourned, not less than 48 hours before the
time of the adjourned Meeting;
shall be entitled to attend and vote at the Meeting.
Shareholder right to appoint proxies
3 A shareholder entitled to attend, speak and vote at the meeting is
also entitled to appoint one or more proxies to exercise any of his
rights to attend, speak and vote instead of the shareholder provided
that if more than one proxy is appointed each proxy is appointed to
exercise rights attaching to different shares.
4 A proxy form has been circulated with this notice and a proxy may
only be appointed using the procedures set out in these notes and
the notes to the proxy form.
5 A shareholder of the Company is entitled to appoint one or more
proxies to exercise all or any of his or her rights to attend, speak
and vote at the Meeting.
6 A proxy does not need to be a member of the Company but must
attend the Meeting to represent the appointing shareholder. Details
of how to appoint the Chairman of the Meeting or another person
as a proxy using the proxy form are set out in the notes to the proxy
form. If a shareholder wishes to appoint a proxy to speak on his or
her behalf at the Meeting, the shareholder will need to appoint his
or her own choice of proxy (not the Chairman) and give instructions
directly to them.
7 More than one proxy may be appointed provided that each proxy is
appointed to exercise rights attached to different shares. More than
one proxy may not be appointed to exercise rights attached to any
one share. To appoint more than one proxy, a shareholder should
contact the Company’s registrars, Computershare Investor Services
PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or on the
Registrars’ helpline as detailed on the proxy form.
8 If a shareholder does not give his or her appointed proxy an
indication of how to vote on any resolution, the proxy will vote
or abstain from voting at his or her discretion. The proxy will vote
(or abstain from voting) as he or she thinks fit in relation to any other
matter which is put before the Meeting.
9 In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by
the most senior holder will be accepted. Seniority is determined
by the order in which the names of the joint holders appear in the
Company’s register of members in respect of the joint holding (the
first-named being the most senior).
Appointment of proxies
10 A shareholder may appoint his or her proxy/proxies using the
methods detailed in notes 11-12 below.
The notes to the proxy form explain how to direct a proxy how to
vote on each resolution or withhold their vote.
11 To appoint a proxy using the proxy form, the form must be:
• completed and signed;
• sent or delivered to the Company’s registrar, Computershare
Investor Services PLC at The Pavilions, Bridgwater Road,
Bristol BS99 6ZY; and
• received by the Company’s registrar at least 48 hours before
the time for holding the Meeting (i.e. by no later than 11.00am
on Monday 26th April 2010).
In the case of a member which is a company, the proxy form must
be executed under its common seal or signed on its behalf by an
officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy
form is signed (or a duly certified copy of such power or authority)
must be included with the proxy form.
Changing proxy instructions
12 To change proxy instructions simply submit a new proxy appointment
using the method set out in paragraph 11 above. Note that the
cut-off time for receipt of proxy appointments (see above) also
applies in relation to amended instructions; any amended proxy
appointment received after 11.00am on Monday 26th April 2010
will be disregarded. Additional proxy forms are available from the
Company’s registrars, Computershare Investor Services PLC at,
The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.
If more than one valid proxy appointment is submitted, the
appointment received last before the latest time for the receipt
of proxies will take precedence.
Termination of proxy appointments
13 In order to revoke a proxy instruction a shareholder will need to
inform the Company’s registrars by the method detailed in paragraph
12 above. In the case of a member which is a company, a hard copy
revocation notice must be executed under its common seal or signed
on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which
the revocation notice is signed (or a duly certified copy of such power
or authority) must be included with the revocation notice.
The revocation notice must be received by the Company no later
than 11.00am on Monday 26th April 2010.
If you attempt to revoke your proxy appointment but the revocation
is received after the time specified then, subject to the paragraph
directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude a shareholder from
attending the Meeting and voting in person. If a shareholder has
appointed a proxy and attends the Meeting in person, the proxy
appointment will automatically be terminated.
Communication
14 Except as provided above, members who wish to communicate
with the Company in relation to the Meeting should contact the
Company Secretary, by writing to the registered office of the
Company. No other methods of communication will be accepted.
Shareholders may not use any electronic address provided either
in this Notice of Annual General Meeting or any related documents,
to communicate with the Company.
Data Protection Statement
15 Your personal data includes all data provided by you, or on your
behalf, which relates to you as a shareholder, including your name
and contact details, the votes you cast and your Reference Number
(attributed to you by the Company). The Company determines the
purposes for which and the manner in which your personal details are
processed. The Company and any third party to which it discloses
the data (including the Company’s registrars) may process your data
for the purposes of compiling and updating the Company’s records,
fulfilling its legal obligations and processing the shareholder rights
you exercise.
Notice explanatory notes
Resolution 1: Financial statements
For each financial year the Directors are required to present the audited
financial statements, the Directors’ Report and the Auditors’ Report to
the shareholders at a general meeting. Once the resolution to receive
the financial statements has been proposed, and before a vote is taken,
the Chairman will invite questions from shareholders on the financial
statements and any other matters relating to the Company’s business.
Resolutions 2, 3 and 4: Re-election of Directors
In accordance with Article 22.5 of the Company’s Articles of Association
(the ‘Articles’), each Director shall retire from office at the third Annual
General Meeting (‘AGM’) at which he was last elected and such retiring
Director shall be eligible for re-election. Stephen Goalby and David
Oldham retire by rotation at this year’s AGM and seek re-election.
In accordance with Article 22.2 of the Company’s Articles, any Director
appointed between AGMs must retire at the next AGM and seek election
by the members of the Company. Joe Darby was appointed as a Director
of the Company on 1st January 2010 and seeks re-election at this AGM.
Biographical details of Stephen Goalby, David Oldham and Joe Darby
and particulars of their service contracts with the Company are set out
on page 16 and page 25 respectively of the Annual Report.
Resolutions 5 and 6: Re-appointment and remuneration of auditors
At each AGM, the Company is required to appoint auditors to serve
until the next such meeting. PKF (UK) LLP have said that they are willing
to continue in office for a further year. Resolution 5 proposes their
appointment and Resolution 6 proposes that, in accordance with
normal practice, the Directors should be authorised to agree the fees
of the auditors.
Resolution 7: Remuneration Report
Resolution 7 proposes to approve the Board’s remuneration policy set
out in the Directors’ Remuneration Report (which can be found on pages
24 to 28 of the Annual Report).
Resolutions 8 and 9: Allotment of shares
Under the Companies Act 2006 (the ‘Act’), your Directors may only
allot un-issued shares if authorised to do so by shareholders. The Act
also prevents allotments for cash, other than to existing shareholders
in proportion to their existing shareholdings (what are known as
‘pre-emptive rights’). Passing resolutions 8 and 9 will extend the
Directors’ flexibility to act in the best interests of shareholders, when
opportunities arise, to issue new shares. To reflect market practice, the
Company has widened the potential offers that could benefit from a
disapplication of the pre-emptive provisions of section 561 of the Act to
include open offers in addition to rights issues or other pro-rata offers.
Under resolution 8, the Directors will be able to issue new shares up to a
nominal value of £155,139 which is equal to approximately one-third of
the issued ordinary share capital at 22 March 2010.
Under resolution 9, the Directors will be able either to issue shares for
cash, other than to existing shareholders in proportion to their existing
holdings, up to a maximum amount of £23,270 representing about five
per cent (5%) of the issued ordinary share capital at 22 March 2010 or
in a rights or other pre-emptive issue. These arrangements are intended
to ensure that the interests of existing shareholders are protected so
that, for example, in the event of an issue of new shares for cash to new
shareholders, which is not a rights issue, the proportionate interest of
existing shareholders could not, without their agreement, be reduced by
more than five per cent (5%).
The authorities sought by resolutions 8 and 9 will last for 15 months or
until the conclusion of the next AGM in 2011, whichever is earlier.
Resolution 10: Purchase of shares
This resolution will provide the Company with the required authority to
purchase its own shares up to a limit of ten per cent (10%) of its issued
ordinary share capital. The maximum and minimum prices are stated
in the resolution. Your Directors believe that it is advantageous for the
Company to continue to have this flexibility to purchase its own shares.
The authority sought by resolution 10 will last for 15 months or until the
conclusion of the next AGM in 2011, whichever is earlier. The Directors
have no intention at this time to purchase any shares pursuant to the
passing of this resolution.
Proxy Voting Disclosure – 2010 Annual General Meeting
The Annual general meeting of Alkane Energy PLC was held on 28 April 2010. All the resolutions were passed on a show of hands.
Resolutions 1 to 8 were passed as ordinary resolutions and resolutions 9 & 10 were passed as special resolutions.
For information the proxy votes received prior to the meeting were as follows:
| For | Against | Withheld | Total Votes cast | ||
|---|---|---|---|---|---|
| 1 | To receive the audited financial statements and reports of the directors and the auditors for the year ended 31 December 2009. | 38,507,990 | 10,850 | 4,558 | 38,518,840 |
| 2 | To re-elect Steve Goalby as a director | 37,977,030 | 36,533 | 509,835 | 38,013,563 |
| 3 | To re-elect David Oldham as a director | 38,377,073 | 138,237 | 8,088 | 38,515,310 |
| 4 | To elect Joe Darby as a director | 38,406,747 | 109,533 | 7,118 | 38,516,280 |
| 5 | To re-appoint PKF(UK) LLP as the auditors of the Company. | 38,330,628 | 182,462 | 10,308 | 38,513,090 |
| 6 | To authorise the Directors to determine and set the remuneration of PKF (UK) LLP as the auditors of the Company. | 38,511,008 | 2,500 | 9,890 | 38,513,508 |
| 7 | To approve the directors’ remuneration report for the year ended 31 December 2009. | 38,173,209 | 220,965 | 129,224 | 38,394,174 |
| 8 | To give the Directors authority to allot shares. | 38,251,334 | 265,012 | 7,052 | 38,516,346 |
| 9 | To give the Directors authority to disapply pre-emption rights. | 38,183,200 | 312,796 | 27,402 | 38,495,996 |
| 10 | To give the Directors authority to make market purchases of Company shares. | 38,392,007 | 125,267 | 6,124 | 38,517,274 |
Page last updated: 29 April 2010