Annual Report 2007 in PDF - Cairn Energy PLC

NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Cairn Energy PLC will be held in the Board Room of the Caledonian
Hilton, Princes Street, Edinburgh EH1 2AB on Friday 23 May 2008 at 12noon for the following purposes:
As Routine Business
To consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 7 will be proposed as ordinary
resolutions:
1 That the report and accounts for the year ended 31 December 2007 be received.
2 That the Directors’ Remuneration Report contained in the report and accounts be approved.
3 That Ernst & Young LLP be reappointed as auditors and that the directors be authorised to fix their remuneration.
4 That Norman Murray, who retires by rotation, be re-elected as a director. Mr Murray is a member of the nomination
committee.
5 That Sir Bill Gammell, who retires by rotation, be re-elected as a director. Mr Gammell is a member of the nomination
committee.
6 That Hamish Grossart, who retires pursuant to the provisions of the Combined Code, be re-elected as a director.
Mr Grossart is a member of the audit, remuneration and nomination committees.
7 That Ed Story, who retires pursuant to the provisions of the Combined Code, be re-elected as a director. Mr Story is a
member of the audit, remuneration and nomination committees.
As 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, 10 and 11 will be proposed as special resolutions:
8 That, in substitution for any existing authority pursuant to section 80 of the Companies Act 1985 (as amended) (the ‘Act’)
and in accordance with section 80 of the Act (and so that expressions used in this resolution shall bear the same meanings
as in that section), but without prejudice to the exercise of any such authority prior to the date hereof, the directors of the
Company be and are hereby generally and unconditionally authorised to allot relevant securities of the Company up to an
aggregate nominal amount of £2,683,740.25, provided that this authority shall expire on 22 May 2013 (unless previously
revoked, varied or extended by the Company in general meeting), but shall allow and enable the directors of the Company
to make offers or agreements in relation to relevant securities before the expiry of this authority which would or might
require relevant securities to be allotted in pursuance of such offers or agreements after the expiry of such period and
to make allotments pursuant to such offers or agreements notwithstanding that such period has expired.
9 That, in substitution for any existing power under section 95 of the Companies Act 1985 (as amended) (the ‘Act’), but without
prejudice to the exercise of any such power prior to the date hereof, the directors of the Company be and they are hereby
empowered, pursuant to section 95(1) of the Act, to:
(a) allot equity securities (as defined in section 94(2) of the Act) for cash pursuant to the authority referred to in resolution 8
set out in the Notice convening the Annual General Meeting of the Company on 23 May 2008 as if section 89(1) of the
Act did not apply to any such allotment; and
(b) sell relevant shares (as defined in section 94(5) of the Act) in the Company if, immediately before the sale, such shares are
held by the Company as treasury shares (as defined in section 162A(3) of the Act) (‘treasury shares’) for cash (as defined in
section 162D(2) of the Act), as if section 89(1) of the Act did not apply to any such sale,
up to an aggregate nominal amount of £2,683,740.25, such power to expire on 22 May 2013, unless previously revoked,
varied or extended by the Company in general meeting, provided that such power shall be limited to the allotment of equity
securities and the sale of treasury shares:
(i) in connection with an offer of equity securities open for acceptance for a period fixed by the directors of the
Company to the holders of ordinary shares in the share capital of the Company on a fixed record date in proportion
(as nearly as practicable) to their respective holdings of such ordinary shares (but subject to such exclusions or other
arrangements as the directors of the Company may consider necessary or expedient to deal with legal problems
under or resulting from the application or apparent application of the laws of any territory or the requirements of any
regulatory body or any stock exchange in any territory or in connection with fractional entitlements or otherwise
howsoever); and
(ii) other than pursuant to sub-paragraph (i) of this resolution, up to an aggregate nominal amount of £402,601.29; save
that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which
would or might require equity securities to be allotted or treasury shares to be sold after the expiry of such power
and the directors of the Company may allot equity securities or sell treasury shares in pursuance of such an offer or
agreement as if such power had not expired.
10 That, in substitution for any existing authority pursuant to section 166 of the Companies Act 1985 (as amended) (the ‘Act’),
the Company be and is hereby generally authorised to make market purchases (within the meaning of section 163(3) of
the Act) pursuant to and in accordance with section 166 of the Act of fully paid ordinary shares of 6 2 /13 pence each in the
capital of the Company (the ‘ordinary shares’ and each an ‘ordinary share’) upon and subject to the following conditions
but otherwise unconditionally:
(i) the maximum number of ordinary shares hereby authorised to be purchased is 19,613,729 ordinary shares in the capital
of the Company (representing 14.99% of the Company’s issued ordinary share capital at 31 March 2008);
CAIRN ENERGY PLC ANNUAL REPORT 2007 131