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RusPetro PLC (RPO)

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Friday 04 May, 2012

RusPetro PLC

Notice of AGM

RNS Number : 8132C
RusPetro plc
04 May 2012
 



 

For immediate release

04 May 2012

 

RusPetro plc ("RusPetro" or "the Company")

(LSE:RPO)

 

Notice of Annual General Meeting

 

RusPetro announces the publication of its Notice of Annual General Meeting ("the Notice") and advises that the Notice has been posted to the registered shareholders of the Company.

 

Registered shareholders have also been sent a Form of Proxy for the Annual General Meeting.

 

In accordance with Listing Rule 9.6.1, copies of the Notice of Annual General Meeting and a sample Form of Proxy have been submitted to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM

 

The Annual General Meeting will be held at the offices of White & Case LLP at 5, Old Broad Street, London, EC2N 1DW, United Kingdom on Wednesday 6 June 2012 commencing at 2.00 p.m (UK time).

 

Enquiries

 

Media
Patrick Handley / Natalia Erikssen, Brunswick
+44 207 404 5959

 

Investors / Analyst enquiries
Dominic Manley, RusPetro
+44 207 193 7863

 

 

 

 

 

 

 

 

 

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in the Company, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

_____________________________________________________________________

RUSPETRO PLC


(incorporated and registered in England and Wales under company number 07817695)

 

 

NOTICE OF ANNUAL GENERAL MEETING

_____________________________________________________________________

 

Notice of the Annual General Meeting of the Company to be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 6 June 2012 at 2.00 p.m. is set out at the end of this circular.

Shareholders are requested to complete and return the Form of Proxy enclosed with this document as soon as possible but in any event, to be valid, so as to be received by the Company's registrars, Capita Registrars, at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 2.00 p.m. on 31 May 2012.

The return of the Form of Proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so. 



DIRECTORS, SECRETARY AND REGISTERED OFFICE OF

RUSPETRO PLC

 

Directors

 

 

 

Christopher Clark

Chairman

 

 

Donald Wolcott

Chief Executive Officer

 

 

Thomas Reed

Chief Financial Officer

 

 

Alexander Chistyakov

Executive Director

 

 

James McBurney

Non-Executive Director

 

 

Robert Jenkins

Non-Executive Director

 

 

James Gerson

Non-Executive Director

 

 

Joe Mach

Non-Executive Director

 

 

Rolf Stomberg

Non-Executive Director

 

 


 

 

Secretary and Registered Office

Adrian Harvey

First Floor

10 Dover Street

London

W1S 4LQ

 



CHAIRMAN'S LETTER

 

 

RUSPETRO PLC

(incorporated and registered in England and Wales under company number 07817695)

Registered office: 10 Dover Street, London, W1S 4LQ

4 May 2012

Dear Shareholder

Annual General Meeting

I am pleased to be writing to you with details of our first Annual General Meeting which we are holding at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 6 June 2012 at 2.00 p.m.  The notice convening the AGM is set out on page 5 of this document. 

If you would like to vote on the resolutions but cannot attend the AGM, please complete the Form of Proxy enclosed with this document and return it to our registrars, Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. They must receive it by no later than 2.00 p.m. on 31 May 2012.

Explanatory notes on all the business to be considered at this year's AGM appear on page13 of this document.  Resolutions 1 to 11 (inclusive) seek the necessary shareholder approvals by way of ordinary resolutions and resolutions 12 to 14 (inclusive) seek the necessary shareholder approvals by way of special resolutions.

Please note that as the first and extended accounting period of the Company will end on 31 December 2012, there are no accounts of the Company to be approved by shareholders at this year's AGM. Additionally, the Company is not required to prepare a directors' remuneration report for 2011. However, a copy of the 2011 annual accounts of the Company's subsidiary, RusPetro Holding Limited, shall be posted on the Company's website: www.ruspetro.com prior to the meeting.

In summary the shareholder authority sought includes:

·     election of Donald Wolcott, Thomas Reed, Alexander Chistyakov, Christopher Clark, Robert Jenkins, James McBurney, James Gerson, Rolf Stomberg and Joe Mach as directors of the Company (the "Directors");

·     renewal of the Directors authority to issue ordinary shares, or transfer ordinary shares from treasury, on a pre-emptive basis;

·     authority to make market purchases of ordinary shares; and

·     authority for the Company to call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice.

Recommendation

The directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole.  The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.

Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM.  Shareholders, whether or not they propose to attend the AGM in person, are requested to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company's registrars, Capita Registrars, at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, by not later than 2.00 p.m. on 31 May 2012. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the AGM in person if they wish to do so.

Yours faithfully

 

Christopher Clark CBE

Chairman



RUSPETRO PLC

(incorporated and registered in England and Wales under company number 07817695)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (the "Meeting") of the Company will be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 6 June 2012 at 2.00 p.m.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 11 will be proposed as ordinary resolution and resolutions 12 to 14 will be proposed as special resolutions.

Ordinary Business

1.         THAT Donald Wolcott be elected as a director of the Company;

2.         THAT Thomas Reed be elected as a director of the Company;

3.         THAT Alexander Chistyakov be elected as a director of the Company;

4.         THAT Christopher Clark be elected as a director of the Company;

5.         THAT Robert Jenkins be elected as a director of the Company;

6.         THAT  James McBurney be elected as a director of the Company;

7.         THAT James Gerson be elected as a director of the Company;

8.         THAT Rolf Stomberg be elected as a director of the Company;

9.         THAT Joe Mach be elected as a director of the Company;

10.       THAT PricewaterhouseCoopers LLP be appointed as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that the Directors be authorised to agree their remuneration.

Special Business

11.       THAT the directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise any power of the Company to allot and grant rights to subscribe for or to convert securities into shares of the Company:

(a)        up to a maximum nominal amount of £11,112,716;

(b)        comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £22,225,432 including within such limit any shares and rights to subscribe for or convert any security into shares allotted under paragraph (a) above) in connection with an offer by way of a rights issue:

(i)         to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii)        to holders of other equity securities as required by the rights of those securities or as the directors otherwise considers necessary, and so that the directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or other matter

such authority to apply until the earlier of the conclusion of the Company's 2013 annual general meeting and 30 June 2013 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into share to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into share under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS

12.       THAT conditional upon resolution 11 being passed, the directors be given power pursuant to section 570 of the 2006 Act to allot equity securities (within the meaning of Section 560 of the 2006 Act) for cash under the authority granted by such resolution, and/or where the allotment is treated as an allotment of equity securities under section 560(2)(b) of the Companies Act 2006 as if Section 561(1) of the 2006 Act did not apply to any such allotment, such power to be limited:

(a)        To the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph 11(b), by way of a rights issue only):

(i)   To ordinary shareholders in proportion (as nearly as may be practicable) to their existing shareholdings; and

(ii)  To the holders of other equity securities, as required by the rights of those securities, or as the directors otherwise consider necessary

and so that the directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or other matter; and

(b)        in the case of the authority granted under paragraph 11(b) of resolution 11 and/or in the case of a transfer of treasury shares which is treated as an allotment of equity securities under section 560(2)(b) of the Companies Act 2006, to the allotment (otherwise than under paragraph 12(a) of this resolution) of equity securities up to a nominal amount of £1,666,907.40,

such authority to expire at the conclusion of the next Annual General Meeting or, if earlier, the close of business on 30 June 2013, unless previously renewed, varied or revoked by the Company, save that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into share to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into share under any such offer or agreement as if the authority had not ended.

13.       THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006 of ordinary shares of £0.10  each in the capital of the Company, subject to the following restrictions and provisions:

(a)        The maximum number of ordinary shares hereby authorised to be purchased is 33,338,148;

(b)        The minimum price which may be paid for any such ordinary share is £0.10;

(c)        The maximum price, exclusive of expenses, which may be paid for any such ordinary share shall be the higher of (i) the amount equal to 105 per cent of the average of the closing middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which the ordinary share is purchased and (ii) the amount stipulated by article 5(1) of the Buy-back and Stabilisation Regulations 2003 (in each case exclusive or expenses;) and

(d)        The authority hereby conferred shall, unless previously revoked or varied, expire at the conclusion of the next Annual General Meeting of the company to be held in 2013, or if earlier, the close of business on 30 June 2013 save in relation to purchases of ordinary shares the contract for which was concluded before the expiry of this authority and which will be executed wholly or partly after such expiry, where the company may make a purchase of ordinary shares in pursuance of such contract.

14.       THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days notice.

All previous unutilised authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and where such purchase has not yet been executed.

By Order of the Board

 

Adrian Harvey
Company Secretary

RusPetro plc
10 Dover Street, London,
W1S 4LQ

4 May 2012



EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Inspection of Documents

The following documents will be available for inspection at the registered office of the Company from 4 May 2012 until the time of the Meeting and will be available at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW for at least 15 minutes prior to the Meeting and during the Meeting:

●          Copies of the service contracts of executive directors of the Company.

●          Copies of the letters of appointment of the non‑executive directors of the Company.

●          A copy of the principal terms of the auditor liability limitation agreement proposed to be entered into between the Company and PricewaterhouseCoopers LLP.

Entitlement to attend and vote

1.         The right to attend and vote at the Meeting is determined by reference to the register of members.  Only those members registered on the Company's register of members at:

(i)         6:00 pm on 31 May 2012; or,

(ii)        if this Meeting is adjourned, at 6:00 pm on the day two days prior to the adjourned meeting,

shall be entitled to attend and vote at the Meeting.

2.         Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Publication of information in advance of Meeting

3.         A copy of this notice and other information which the Company is required by section 311A of the Companies Act 2006 to publish in advance of the Meeting, can be accessed at www.ruspetro.com.

Attending in person

4.         If you wish to attend the AGM in person, you are requested to bring your admittance pass (which is attached to the Form of Proxy) with you to the meeting.  On arrival at the AGM venue, all those entitled to vote will be required to register.  In order to facilitate these arrangements, please arrive at the AGM venue in good time and have your admittance pass to hand.  You will be given instructions on how to complete your poll card/vote on a show of hands at the meeting.

Right to ask questions

5.         At the Meeting the Company must cause to be answered any question that a member attending the Meeting asks relating to the business being dealt with at the Meeting in accordance with section 319A of the Companies Act 2006.  However, no such answer need be given where:

(i)         answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

(ii)        the answer has already been given on a website in the form of an answer to a question; or

(iii)       it is undesirable in the interests of the Company or the good order of the meeting that the question is answered.

Appointment of proxies

6.         If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

7.         Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

8.         If you are not a member of the Company but you have been nominated by a member of the Company under section 146 of the Companies Act 2006 to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.

9.         A proxy does not need to be a member of the Company but must attend the Meeting in order to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

10.       You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the proxy card.

Appointment of proxy using hard copy proxy form

11.       The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

12.       To appoint a proxy using the proxy form, the form must be:

(i)         completed and signed;

(ii)        sent or delivered to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; and

(iii)       received by Capita Registrars, together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority, no later than 2.00 p.m. on 31 May 2012.

13.       Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held buy the member will result in proxy appointments being invalid.

14.       In the event that a poll is demanded at the meeting and such poll is taken more than 48 hours thereafter, this proxy form may be returned to Capita Registrars at the address in Note 12 so as to arrive not later than 24 hours before the time appointed for such poll.  In the event that a poll is demanded at the meeting, and such poll is not taken forthwith but is taken less than 48 hours after the meeting, this form of proxy may be delivered at the meeting to the chairman or to the secretary or to a director.

15.       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 a duly authorised officer of the company or an attorney for the company, stating their capacity.

16.       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.

Electronic appointment of proxies

17.       As an alternative to completing the hard‑copy proxy form, you can appoint a proxy electronically by visiting www.capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by Capita Registrars no later than at least 48 hours before the Meeting or any adjournment thereof.

Appointment of proxies through CREST

18.       CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

19.       In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) no later than 2.00 p.m. on 31 May 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.  After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

20.       CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

21.       The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Corporate representatives

22.       Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Issued shares and total voting rights

23.       As at 5.00 p.m. on 3 May 2012, being the last day prior to publication of this notice, the Company's issued share capital comprised 333,381,480 ordinary shares of £0.10 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00 p.m. on 3 May 2012 is 333,381,480.

24.       The website referred to in Note 3 will include information on the number of shares and voting rights.

Website publication of audit concerns

25.       Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (sections 527 to 531), where requested by either:

(i)         a member or members having a right to vote at the Meeting and holding at least 5% of total voting rights of the Company; or

(ii)        at least 100 members have a right to vote at the Meeting and holding, on average, at least £100 of paid up share capital,

the Company must publish on its website, a statement setting out any matter that such members propose to raise at the Meeting relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting.

26.       Where the Company is required to publish such a statement on its website:

(i)         it may not require the members making the request to pay any expenses incurred by the Company in complying with the request;

(ii)        it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website; and

(iii)       the statement may be dealt with as part of the business of the Meeting.

27.       The request must:

(i)         either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; and

(ii)        be received by the Company at least one week before the Meeting.

Nominated persons

28.       If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:

(i)         You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (the "Relevant Member") to be appointed or to have someone else appointed as a proxy for the Meeting.

(ii)        If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.

(iii)       Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

Communication

29.       Except as provided above, members who have general queries about the Meeting should contact the Company Secretary, Adrian Harvey use the following means of communication (no other methods of communication will be accepted):

(i)         Telephone: +44 (0) 207 290 3106

(ii)        Fax: +44 20 7290 3109

(iii)       Email: aharvey@ruspetro.com 



EXPLANATORY NOTES ON THE RESOLUTIONS

ORDINARY BUSINESS

Election of Directors (Resolution 1 to 9)

The Company's Articles of Association require that all newly appointed Directors retire at the first AGM following their appointment.   None of the Directors have previously been appointed at a general meeting. At this AGM all of the Directors will retire and stand for election as Directors.  Brief details of all the Directors appear on the Company's website at www.ruspetro.com.  Christopher Clark, James McBurney, Robert Jenkins, Joe Mach and Rolf Stomberg are Non-Executive Directors whom the Board consider to be independent. Having considered the performance of and contribution made by each of the Directors standing for election the Board remains satisfied that the performance of each of the relevant Directors continues to be effective and to demonstrate commitment to the role and as such recommends their election.

Reappointment and remuneration of Auditors (Resolution 10)

Resolution 10 proposes the reappointment of PricewaterhouseCoopers LLP as Auditors of the Company and authorises the Directors to set their remuneration.

SPECIAL BUSINESS

Directors' authority to allot securities (Resolution 11)

The Company's Directors may only allot Ordinary Shares or grants rights over Ordinary Shares if authorised to do so by shareholders.  The authority granted at the last general meeting in December 2011 to allot relevant securities is due to expire at the conclusion of this year's AGM.  Accordingly, this resolution seeks to grant a new authority under section 551 of the Companies Act 2006 to authorise the Directors to allot shares (including treasury shares) in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next AGM of the Company in 2013 or, if earlier, the close of business on 30 June 2013.

If passed, of resolution 11(a) would give the Directors authority to allot shares or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal value of £11,112,716 representing approximately one third (33.33%) of the Company's existing issued share capital (excluding shares held in treasury) and calculated as at 3 May 2012 (being the latest practicable date prior to publication of this notice).  In accordance with the latest institutional guidelines issued by the Association of British Insurers ("ABI"), paragraph 11(b) of Resolution 11 if passed, would give the Directors authority to allot, including the shares referred to in paragraph 11(a) of Resolution  11, further of the Company's shares in connection with a pre-emptive offer by way of a rights issue to shareholders up to a maximum nominal amount of £22,225,432, representing approximately two thirds (66.67%) of the Company's existing issued share capital (excluding shares held in treasury) and calculated as at 3 May 2012 (being the latest practicable date prior to publication of this notice).

There is no present intention of exercising this authority.  However, it is considered prudent to maintain the flexibility that this authority provides.  If they do exercise the authority, the Directors intend to follow emerging best practice as regards its use (including as regards the Directors standing for re-election in certain cases), as recommended by the ABI.  The Company's Directors intend to renew this authority annually.

Disapplication of pre-emption rights (Resolution 12)

Under section 561(1) of the Companies Act 2006, if the Directors wish to allot any of the unissued shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings.  There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders.  This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights.  resolution 12 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority will be limited to the issue of shares for cash up to a maximum aggregate nominal value of £1,666,907.40 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which is equivalent to approximately 5 per cent of the Company's issued ordinary share capital as at 3 May 2012 (being the latest practicable date prior to publication of this notice).  The Company undertakes to restrict its use of this authority to a maximum of 7.5 per cent of the Company's issued ordinary share capital in any three year period.  Shareholders will note that this resolution also relates to treasury shares and will be proposed as a special resolution.

This resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders.  If given, the authority will expire at the conclusion of the next AGM of the Company in 2013 or, if earlier, the close of business on 30 June 2013.  The Company's Directors intend to renew this authority annually.

Authority to purchase own shares (Resolution 13)

In certain circumstances it may be advantageous for the Company to purchase its own shares and Resolution 13 seeks the authority from shareholders to continue to do so.  Authority was given to the Company to make market purchases up to an aggregate of 27,000,000 of its Ordinary Shares at the general meeting held on 16 January 2012.  This authority is due to expire at the end of the AGM and it is proposed that the Company be authorised to continue to make market purchases up to an aggregate of approximately 10 per cent of the Company's issued ordinary share capital as further described below.  The directors will continue to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and will be likely to promote the success of the Company for the benefit of its members as a whole.  Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority.  Save to the extent purchased pursuant to the Companies Act 2006, any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly.  The Company may hold in treasury any of its own shares that it purchases pursuant to the Companies Act 2006 and the authority conferred by this resolution.  This gives the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base.  It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares.

The proposed authority would be limited to purchase of up to 33,338,148 Ordinary Shares which is equal to approximately 10 per cent of the Company's issued ordinary share capital as at 3 May 2012 (being the latest practicable date prior to publication of this notice).  The resolution specifies the maximum and minimum prices at which the Company's shares may be bought.

For information, as at 3 May 2012 (being the latest practicable date prior to publication of this notice) there were outstanding 10,362,632 awards and options to subscribe for Ordinary Shares, representing approximately 3.11 per cent of the Company's issued ordinary share capital (excluding treasury shares).  If this authority was exercised in full, the awards and options would represent approximately 3.45 per cent of the Company's issued ordinary share capital (excluding treasury shares).

Resolution 13 will be proposed as a special resolution to provide the Company with the necessary authority.  If given, this authority will expire at the conclusion of the next AGM of the Company in 2013 or, if earlier, the close of business on 30 June 2013.

The Directors intend to seek renewal of this power at subsequent AGMs.

Authority to hold general meetings (other than annual general meetings on 14 clear days' notice (Resolution 14)

This Regulation is required to reflect the changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders' Rights Regulations").  The Shareholders' Rights Regulations require the notice period for general meetings of the Company to be 21 days unless shareholders approve a shorter period (which they can do for all meetings apart from annual general meetings), which cannot however be less than 14 clear days.  The Company would like to be able to call general meetings (other than its annual general meeting) on 14 days' notice in common with other listed companies.  In order to be able to do so the Company's shareholders must approve the calling of such meetings on 14 clear days' notice.  Resolution 14 seeks such approval.  One condition is that the Company offers a facility for shareholders to vote by electronic means and the Company undertakes to meet the requirements for electronic voting under the Shareholders' Rights Regulations before calling a general meeting on 14 clear days' notice.  The other condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.  Therefore, if given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

 


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