Annual Report 2007 in PDF - Cairn Energy PLC

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NOTICE OF ANNUAL GENERAL MEETING CONTINUED (ii) the minimum price (exclusive of expenses) which may be paid for an ordinary share shall not be less than the nominal value of the ordinary shares at the time of purchase; (iii) the maximum price (exclusive of expenses) which may be paid for each such ordinary share is, in respect of an ordinary share contracted to be purchased on any day, the higher of (a) an amount (exclusive of expenses) equal to 105 per cent. of the average of the mid-market quotations for an ordinary share of the Company and derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS); and (iv) unless previously varied, revoked or renewed, the authority conferred by this resolution shall expire on the earlier of 22 November 2009 or at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed, provided that the Company may before such expiry enter into a contract to purchase ordinary shares under this authority which will or may be completed or executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares in pursuance of such contract. 11 That the Articles of Association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association, with effect from the conclusion of the 2008 Annual General Meeting. By order of the Board Duncan Wood Company Secretary 50 Lothian Road Edinburgh EH3 9BY 23 April 2008 Notes: 1 A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him or her. A proxy need not be a member of the Company but must attend the meeting to represent you. A form of proxy accompanies this annual report and must be lodged with the Company at the office of its registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZR (the ‘Registrars’) or received via the Sharevote service (see Note 2 below) (a) not less than 48 hours before the time appointed for the meeting or any adjournment(s) thereof, or (b) lodged using the CREST proxy voting service (see Note 7 below). The appointment of a proxy will not preclude a member entitled to attend and vote at the meeting from doing so if he or she wishes. You can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy. 2 Members may register their proxy appointments or voting directions electronically via the www.sharevote.co.uk website, where full details of the procedure are given. Members will need the Reference Number, Card ID and Account Number set out on the form of proxy which accompanies this annual report. Members are advised to read the terms and conditions of use carefully. Electronic communication facilities are available to all shareholders and those who use them will not be disadvantaged. The Company will not accept any communication that is found to contain a computer virus. 3 You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different ordinary shares. You may not appoint more than one proxy to exercise rights attached to any one ordinary share. To appoint more than one proxy, please contact the Registrars on 0871 384 2660. 4 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (‘Nominated Persons’). Nominated Persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. 5 There will be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding public holidays) from the date of this notice until the date of the meeting and at the place of the meeting for at least 15 minutes prior to the meeting and during the meeting, copies of the following documents: (a) the register of directors’ interests in ordinary shares of the Company; (b) the executive directors’ service contracts and non-executive directors’ letters of appointment; (c) the Company’s Memorandum of Association and existing Articles of Association; and (d) the proposed new Articles of Association and a copy of the existing articles marked to show the changes proposed to be adopted pursuant to resolution 11 set out in this notice. 132 CAIRN ENERGY PLC ANNUAL REPORT 2007
NOTICE OF ANNUAL GENERAL MEETING CONTINUED 6 The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, hereby specifies that only those shareholders registered on the register of members of the Company as at 6.00pm on 21 May 2008 shall be entitled to attend and vote at the meeting in respect of shares registered in their name at that time. Changes to entries on the register of members after 6.00pm on 21 May 2008 shall be disregarded in determining the rights of any person to attend and vote at the meeting, notwithstanding any provisions in any enactment, the Articles of Association of the Company or other instrument to the contrary. 7 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 23 May 2008 and any adjournment(s) thereof by using 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. In order for a proxy appointment or instruction made using the CREST service 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, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrars by no later than 12.00noon on 21 May 2008. No such message received through the CREST network after this time will be accepted. 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 Registrars are 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. CREST members and, where applicable, their CREST sponsors or voting service provider(s) 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) 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 provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 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. 8 As at 5.00pm on 31 March 2008, the Company’s issued share capital comprised 130,845,424 ordinary shares of 6 2 /13 pence 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 5.00pm on 31 March 2008 was 130,845,424. 9 This Notice of Annual General Meeting should be read in conjunction with the sections of the Annual Report entitled ‘Board of Directors’ on pages 32 to 34 and ‘Directors’ Report’ on pages 50 to 56. CAIRN ENERGY PLC ANNUAL REPORT 2007 133
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ANNUAL REPORT & ACCOUNTS 2007 CAIRN
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CAIRN is an edinburgh based oil and
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CAIRN INDIA performance First comme
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2000 lakshmi disCovery 2001 sarasWa
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THE RESTRUCTURING OF THE GROUP INTO
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ajasthan midstream the government o
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Cambay Basin, India CAIRN ENERGY PL
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Cairn india assets 30% 30% 49% 40%
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Rajasthan, India the increased reso
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Detail heading here relore min ullu
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uk (West Of shetland) Block 214/19
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nePal the security situation in nep
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angladesh reserves sangu gross 2p r
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activities in all operated blocks.
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2007 marked the beginning of a new
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key financial performance indicator
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CAIRN INDIA CAPITAL EXPENDITURE FOR
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3 9 12 4 8 1 Sir Bill Gammell, Chie
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2007 ACCOUNTS Risk Factors 36 Corpo
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RISk FACTORS CONTINUED The developm
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RISk FACTORS CONTINUED Corporate Re
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CORPORATE GOVERNANCE STATEMENT CONT
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DIRECTORS’ REPORT CONTINUED At 31
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DIRECTORS’ REPORT CONTINUED Elect
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DIRECTORS’ REPORT CONTINUED Age o
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DIRECTORS’ REMUNERATION REPORT Re
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DIRECTORS’ REMUNERATION REPORT CO
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INDEPENDENT AUDITOR’S REPORT TO T
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PRINCIPAL LICENCE INTERESTS ASIA In
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GROUP INCOME STATEMENT For the year
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BALANCE SHEETS As at 31 December 20
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NOTES TO THE ACCOUNTS For the year
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NOTES TO THE ACCOUNTS CONTINUED Net
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