MEETING SCHEDULE

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MEETING SCHEDULE FOR AGM

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Name of Announcer *

KS ENERGY LIMITED

Company Registration No.

198300104G

Announcement submitted on behalf of

KS ENERGY LIMITED

Announcement is submitted with

respect to *

KS ENERGY LIMITED

Announcement is submitted by *

Busarakham Kohsikaporn

Designation *

Company Secretary

Date & Time of Broadcast

12-Apr-2013 17:31:26

Announcement No.

00106

>> Announcement Details

The details of the announcement start here ...

Date *

30 Apr 2013

Time *

10:00:AM

Company *

KS ENERGY LIMITED

Venue *

19 JURONG PORT ROAD, SINGAPORE 619093

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KSE.NoticeofAGM.pdf

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4/12/2013

K& ," - " " ! ITED

(lncorporated In the Republic of Singapore with limited liability)

(Company Registration No: 198300104G)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual Generai Meeting ("AGM") of KS Energy Limited (the "Company") will be held at 19 Jurong Pori Road, Singapore

619093 on Tuesday, 30 Aprii 2013 at 10.00 a.m. far the following purposes:

AS ORDINARY BUSINESS
1. To receive and adopt the Directors' Repori and the Audited Accounts of the Company far the year ended 31 December 2012 together with the Auditors' Reporl thereon. (Resolutlon 1)

2. To re-elect Mr Billy Lee Beng Cheng, a Director retiring pursuant to Article 91 of the Company's Articles of Association and who has offered himself far re-election. (Resolutlon 2) Mr Billy Lee Beng Cheng wi/1, upon re-election as Director of the Company, remain as a member of the Audit Committee and Nominating Committee and Chairman of Remuneration Committee. He wi/1 be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

3. To note the retirement of Mr Koh Soo Keong pursuant to Article 91 of the Company's Articles of Association at the conclusion of the AGM.

4. To note the vacation of office of Mr Abdulla Mohammed Saleh pursuant to Section 153 of the Companies Ac,l Cap 50 at the conclusion of the AGM. [See Explanatory Note (i))

5. To approve the payment of Directors' fees of S$292,000 far the year ended 31 December 2012 (FY2011: S$275,000).

[See Explanatory Note (ii))

6. To re-appoint KPMG LLP as the Company's Auditors and to authorise the Directors to fix their remuneration.

7. To transact any other ordinary business which may be transacted at an Annual Generai Meeting.

AS SPECIAL BUSINESS
To consider and if thought fi,l to pass the following resolutions as Ordinary Resolutions:
8. Share lssue Mandate
(Resolutlon 31
(Resolutlon 4)

That pursuant to Section 161 of the Companies Ac,l Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be given to the Directors of the Company to issue shares ("Shares") whether by way of rights, bonus or otherwise, and/or make or granioffers, agreements or options (collectively, "lnstruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments converlible into Shares at any lime and upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem filprovided that:

(a) The aggregate number of Shares (including Shares to be issued in pursuance of lnstruments made or granted pursuant to this Resolution) does not exceed fifty percent (50%) of the total number of issued shares (excluding treasury shares) in the capitai of the Company at the lime of the passing of this Resolution, of which the aggregate number of Shares and converlible securities to be issued other than on a pro rata basis to ali shareholders of the Company shall not exceed twenty percent (20%) of the total number of issued shares (excluding treasury shares) in the capitai of the Company;

(b) Far the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (a) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) of the Company as at the date of the passing of this Resolution, after adjusting far:

(i) new shares arising from the conversion or exercise of converlible securities;

(ii) new shares arising from exercising share options or vesting of Share awards outstanding or subsisting at the lime this Resolution is passed;

and

(iii) any subsequent bonus issue, consolidation or subdivision of shares;

(c) And that such authority shall, unless revoked or varied by the Company in generai meeting, continue in force (i) until the conclusion of the Company's next Annual Generai Meeting or the date by which the next Annual Generai Meeting of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued in accordance with the terms of converlible securities issued, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of such converlible securities.

[See Explanatory Note (iii))
9. Authorily lo allot and lssue shares under the KS Energy Employee Share Optlon Scheme and KS Energy Performance Share Pian
(Resolutlon 51

That pursuant to Section 161 of the Companies' Ac,l Cap. 50, authority be and is hereby given to the Directors of the Company to allot and issue from lime to lime such number of shares in the Company as may be required to be issued pursuant to the exercise of options under the KS Energy Employee Share Option Scheme and/or such number of fully paid shares in the Company as may be required to be issued pursuant to the vesting of awards under the KS Energy Performance Share Pian provided that the aggregate number of shares to be issued pursuant to the options granted under the KS Energy Employee Share Option Scheme and the vesting of awards granted orto be granted under the KS Energy Performance Share Pian shall not exceed fifteen percent (15%) of the total number of issued shares (excluding treasury shares) in the capitai of the Company from lime to lime. [See Explanatory Note (iv)) (Resolutlon 6)

10. The Proposed Renewal of the Shareholders' Mandate far lnterested Person Transaclions wilh PT DWI Sumber Arca Waja Group
That far the purposes of Chapter 9 of the Listing Manual of the SGX-ST:

(a) approvai be given far the renewal of the mandate far the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the categories of interested person transactions ("IPT") set aut in the appendix to the Notice of Annual Generai Meeting dated 15 Aprii 2013 (the "Appendlx") with any party who is of the class or classes of interested persons described in the Appendix, provided that such transactions are carried aut in accordance with the review procedures of the Company far IPT set aut in the Appendix (the "DSAW IPT Mandate");

(b) the DSAW IPT Mandate shall, unless revoked or varied by the Company in generai meeting, continue in force until the conclusion of the next Annual Generai Meeting of the Company or the date by which the next Annual Generai Meeting of the Company is required by law to be held, whichever is earlier;

(c) the Audit Committee of the Company and/or any member of the Audit Committee be and is hereby authorised to take such action as iland/or he deems proper in respect of such procedures and/orto modify or implement such procedures as may be necessary to take into consideration any amendment to Chapter 9 of the Listing Manual of the SGX-ST which may be prescribed by the SGX-ST from lime to lime; and

(d) authority be given to the Directors and/or any of them to complete and do ali such acts and things (including executing ali such documents as may be required) as they and/or he may consider necessary, desirable, expedient or in the interest of the Company to give effect to the DSAW IPT Mandate as they and/or he may think fil.

[See Explanatory Note (v)) (Resolutlon 7J
11. The Proposed Renewal of the Shareholders' Mandate far lnterested Person Transaclions wilh PT KS Drilllng Indonesia and/or ils subsidlaries
That far the purposes of Chapter 9 of the Listing Manual of the SGX-ST:

(a) approvai be given far the renewal of the mandate far the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the categories of IPT set aut in the Appendix with any party who is of the class or classes of interested persons described in the Appendix, provided that such transactions are carried aut in accordance with the review procedures of the Company far IPT set aut in the Appendix (the "JVC IPT Mandate");

(b) the JVC IPT Mandate shall, unless revoked or varied by the Company in generai meeting, continue in force until the conclusion of the next Annual Generai Meeting of the Company or the date by which the next Annual Generai Meeting of the Company is required by law to be held, whichever is earlier;

(c) the Audit Committee of the Company and/or any member of the Audit Committee be and is hereby authorised to take such action as iland/or he deems proper in respect of such procedures and/orto modify or implement such procedures as may be necessary to take into consideration any amendment to Chapter 9 of the Listing Manual of the SGX-ST which may be prescribed by the SGX-ST from lime to lime; and

(d) authority be given to the Directors and/or any of them to complete and do ali such acts and things (including executing ali such documents as may be required) as they and/or he may consider necessary, desirable, expedient or in the interest of the Company to give effect to the JVC IPT Mandate as they and/or he may think fil.


[See Explanatory Note (vi)]
By Order of the Board
Busarakham Kohsikaporn Company Secretary Singapore, 15 Aprii 2013
Explanatory Notes on Resolutlons lo be passed:
(Resolutlon 81

(i) The ltem 4 above, is to note the retirement of Mr Abdulla Mohammed Saleh, who is aver 70 years of age and does not wish to seek re-appointment pursuant to Section 153(6) of the Companies Ac,l Cap. 50.

Upon Mr Abdulla Mohammed Saleh's cessatian as a Director of the Company, Mr Nelson McCallum Gibb shall ipso facto cease as his Alternate Director. (ii) The Ordinary Resolution 3 proposed in ilem 5 above, is to approve the payment of Directors' fees of S$292,000 far the year ended 31 December 2012.

The increase in Directors' fees of S$17,000 far the year ended 31 December 2012 was due mainly to the pro-rated payment of Directors' fees to Mr. Koh Soo Keong, who was re-designated from an Executive Director to a Non-Executive Director on 6 July 2012.

(iii) The Ordinary Resolution 5 proposed in ilem 8 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual Generai Meeting, to allot and issue Shares and converlible securities in the Company up to an amount not exceeding fifty percent (50%) of the total number of issued shares (excluding treasury shares) in the capitai of the Company, of which up to twenty percent (20%) may be issued other than on a pro rata basis. Far the purpose of determining the total number of Shares (excluding treasury Shares) that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury Shares) at the lime this Resolution is passed, after adjusting far new shares arising from the conversion or exercise of any converlible securities or share options or vesting of share awards which are outstanding or subsisting at the lime this Resolution is passed, and any subsequent consolidation or subdivision of shares.

(iv) The Ordinary Resolution 6 proposed in item 9 above, if passed, will empower the Directors of the Company, to allot and issue shares in the Company
pursuant to the exercise of options outstanding under the KS Energy Employee Share Option Scheme and/or vesting of awards granted pursuant to the KS Energy Performance Share Pian, provided that the aggregate number of shares issued pursuant to the KS Energy Employee Share Option Scheme and the KS Energy Performance Share Pian does not exceed fifteen percent (15%) of the total number of issued shares (excluding treasury shares) in the capitai of the Company from lime to lime.

(v) The Ordinary Resolution 7 proposed in ilem 1O above, if passed, will authorise the IPT pursuant to the DSAW IPT Mandate as described in the Appendix and recurring in the year and will empower the Directors and/or any of them to do ali acts necessary to give effect to the DSAW IPT Mandate. This authority will, unless previously revoked or varied by the Company at a generai meeting, expire at the conclusion of the next Annual Generai Meeting ("Next AGM") of the Company.

(vi) The Ordinary Resolution 8 propose d in ilem 11 above, if passed, will authorise the IPT pursuant to the JVC IPT Mandate as described in the Appendix and recurring in the year and will empower the Directors and/or any of them to do ali acts necessary to give effect to the JVC IPT Mandate. This authority will, unless previously revoked or varied by the Company at a generai meeting, expire at the conclusion of the Next AGM of the Company.

Notes:

1. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company.

2. lf the appointor is a corporation, the instrument appointing a proxy musibe executed under seal or the hand of its duly authorised officer or attorney.

3. The instrument appointing a proxy musibe deposited at the Registered Office of the Company at t 9 Jurong Pori Road, Singapore 619093 not less than forly­

eight (48) hours before the lime appointed far holding the AGM.

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