Você está na página 1de 14

Notice of Annual General Meeting

14 June 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in any doubt about the contents of this document or the actions you should take, you should seek your own advice immediately from a stockbroker, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000 or, if you are not resident in the UK, from another appropriately authorised professional adviser in your own jurisdiction. If you have sold or otherwise transferred all of your shares in Bumi plc, please forward this document, together with the accompanying documents (but not the personalised Form of Proxy), as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

24 April 2012

To the holders of voting ordinary shares of 0.01 each and suspended voting ordinary shares of 0.01 each Dear Shareholder, Our first Annual General Meeting of the Company (AGM) will be held at 12.00pm on Thursday 14 June 2012 at the Institute of Directors, 116 Pall Mall, London, SW1Y 5ED. The formal notice of the AGM is set out on pages 1 to 4 of this document (the Notice). Explanatory notes on the business to be considered at the AGM are on pages 5 to 11 of this document. Please note that only holders of voting ordinary shares will be entitled to vote on the resolutions at the AGM. All holders of voting ordinary shares and suspended voting ordinary shares will be entitled to attend and speak at the AGM. Re-election of Directors In accordance with the UK Corporate Governance Code, all of the current Directors will stand for re-election at the AGM, with the exception of James Campbell and Badung Tariono who will be retiring at the AGM. I wish to thank both James and Badung for their hard work and wish them well for the future. The biographies of each Director proposed to be re-elected can be found on pages 10 to 11. New Directors Three new Directors, Graham Holdaway, Jean-Marc Mizrahi and Alexander Ramlie, are also being proposed to be appointed to the Board at the AGM. Graham, Jean-Marc and Alexander will bring additional experience and skills to the composition and balance of the Board. At the same time, it is proposed that the maximum number of Directors permitted is increased from 16 to 18 in accordance with the Articles of Association of the Company. The proposed new Directors biographies can be found on page 11. Recommendation The Directors consider that each of the proposed resolutions will promote the success of the Company and is in the best interests of its shareholders as a whole. They recommend that you vote in favour of each of them as they intend to in respect of their own shareholdings. Action to be taken If you are a holder of voting ordinary shares and would like to vote on the resolutions, but are unable to attend the AGM, please complete the proxy form sent to you with this Notice and return it to our registrars, Capita Registrars, as soon as possible and, in any event, by no later than 12.00pm on 12 June 2012. Alternatively, you may submit your proxy votes electronically using our registrars Share Portal service at www.capitashareportal.com.

Yours sincerely

Samin Tan Chairman

Incorporated and registered in England and Wales with company number: 7460129 and registered address: 2nd Floor, 4 Grosvenor Place, London SW1X 7HJ, United Kingdom

Notice of Annual General Meeting


Notice is hereby given that the first Annual General Meeting of Bumi plc (the Company) will be held at 12.00pm on Thursday 14 June 2012 at the Institute of Directors, 116 Pall Mall, London, SW1Y 5ED, for the purpose of considering and, if thought fit, passing the following resolutions: ORDINARY RESOLUTIONS Report and Accounts 1. To receive and adopt the accounts of the Company for the year ended 31 December 2011 and the reports of the Directors and auditors thereon.

Remuneration Report 2. To approve the Directors' Remuneration Report for the year ended 31 December 2011.

Articles of Association 3. That, in accordance with Article 128 of the Articles of Association of the Company, the maximum number of Directors of the Company be increased from 16 to 18.

Directors 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. To re-elect Samin Tan as a Director of the Company. To re-elect Indra Bakrie as a Director of the Company. To re-elect Sir Julian Horn-Smith as a Director of the Company. To re-elect Sony Harsono as a Director of the Company. To re-elect Sir Graham Hearne as a Director of the Company. To re-elect Ari Hudaya as a Director of the Company. To re-elect Scott Merrillees as a Director of the Company. To re-elect Nalin Rathod as a Director of the Company. To re-elect Lord Renwick as a Director of the Company. To re-elect Rosan Roeslani as a Director of the Company. To re-elect Nathaniel Rothschild as a Director of the Company. To re-elect Amir Sambodo as a Director of the Company. To re-elect Steven Shapiro as a Director of the Company. To re-elect Philip Yeo as a Director of the Company. To appoint Graham Holdaway as a Director of the Company. To appoint Jean-Marc Mizrahi as a Director of the Company. To appoint Alexander Ramlie as a Director of the Company.

Auditors 21. 22. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, until the conclusion of the next general meeting of the Company at which accounts are laid. To authorise the Directors to agree the remuneration of the auditors.

Authority to allot shares 23. That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 2006 Act) to: (a) allot ordinary shares in the Company (Shares), and to grant rights to subscribe for or to convert any security into Shares: (i) (ii) up to an aggregate nominal amount of 803,190; and comprising equity securities (as defined in the 2006 Act) up to an aggregate nominal amount of 1,606,380 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue: (A) (B) to holders of Shares in proportion (as nearly as may be practicable) to their existing holdings; and to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 any other matter; for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 14 September 2013); and (b) make an offer or agreement which would or might require Shares to be allotted, or rights to subscribe for or convert any security into Shares to be granted, after expiry of this authority and the Directors may allot Shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.

All existing authorities given to the Directors pursuant to section 551 of the 2006 Act be and are hereby revoked by this resolution save that this Resolution 23 and such revocation shall be without prejudice to: (i) the authorities granted pursuant to resolution 2 passed in a general meeting of the Company held on 11 April 2011; and/or (ii) the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into Shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made. Authority to make political donations 24. That, in accordance with section 366 of the 2006 Act, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect be and are hereby authorised to incur expenditure of up to 125,000 in aggregate to: (a) (b) (c) make political donations to political parties and/or independent election candidates; make political donations to political organisations other than political parties; and incur political expenditure,

during the period from the date of the passing of this resolution up to and including the conclusion of the next annual general meeting of the Company or up to and including 14 September 2013, whichever is the earlier. For the purposes of this resolution the terms political donations, political parties, independent election candidates, political organisations and political expenditure have the meanings set out in sections 363 to 365 of the 2006 Act.

SPECIAL RESOLUTIONS Disapplication of pre-emption rights 25. That, subject to the passing of Resolution 23 above, the Directors be and are hereby empowered in accordance with section 570 and section 573 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authority of the Directors under section 551 of the 2006 Act conferred by Resolution 23 above as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to: (a) the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under Resolution 23(a)(ii), by way of a rights issue only): (i) (ii) to holders of Shares in proportion (as nearly as may be practicable) to their existing holdings; and to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 any other matter; and (b) in the case of the authority granted under Resolution 23(a)(i) and/or in the case of the sale of treasury shares for cash, the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities or sale of treasury shares up to an aggregate nominal value of 120,478.

Unless previously revoked, varied or extended, this power shall expire at the conclusion of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 14 September 2013) but the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if this power had not expired. This power applies in relation to a sale of Shares which is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words pursuant to the authority of the Directors under section 551 of the 2006 Act conferred by Resolution 23 above were omitted. Authority to purchase own shares 26. That, in accordance with section 701 of the 2006 Act, the Company be and is generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the 2006 Act) of Shares on such terms and in such manner as the Directors of the Company may from time to time determine provided that: (a) (b) (c) the maximum number of Shares that may be purchased pursuant to this authority is 18,051,428; the minimum price (exclusive of expenses) which may be paid for a Share is one pence; the maximum price (exclusive of expenses) which may be paid for each Share purchased pursuant to this authority is the higher of: (i) an amount equal to 105 per cent. of the average of middle market quotations of the Company's Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share as derived from the London Stock Exchange Trading System; this authority will expire at the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution or 18 months from the date of this resolution (whichever is earlier) unless renewed or extended before that time; and

(d)

(e)

the Company may enter into a contract for the purchase of its Shares under this authority before its expiry which will or may be completed wholly or partly after the expiry of this authority and may make a purchase of Shares in pursuance of any such contract.

Notice of general meetings 27. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days notice.

By order of the Board

Paul Vickers Company Secretary 24 April 2012 Registered office: nd 2 Floor, 4 Grosvenor Place, London SW1X 7HJ Registered in England and Wales No: 7460129

NOTES 1. A member of the Company who wishes to attend the meeting in person should arrive at the Institute of Directors, 116 Pall Mall, London, SW1Y 5ED, in good time before the meeting, which will commence at 12.00pm. In order to gain admittance to the meeting, members may be required to produce their attendance card, which is attached to the form of proxy enclosed with this document, or otherwise prove their identity. Holders of voting ordinary shares are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. All holders of voting ordinary shares and suspended voting ordinary shares will be entitled to attend and speak at the AGM. A proxy need not also be a member of the Company but must attend the Annual General Meeting in order to represent his appointor. A holder of voting ordinary shares may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one voting ordinary share to be able to appoint more than one proxy). A proxy form which may be used to make such an appointment and give proxy instructions accompanies this Notice. To be effective the proxy form must reach the Company's registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by 12.00pm on 12 June 2012. You may submit your proxy electronically using the Share Portal service at http://www.capitashareportal.com. If you are a holder of voting ordinary shares and do not have a proxy form and believe that you should one, or if you require additional forms, please contact Capita Registrars, the Registry, 34 Beckenham Road, Beckenham BR3 4TU or telephone: +44 (0)871 664 0300 for UK callers. Calls are charged at 10p per minute plus network extras. Lines are open Monday to Friday from 9am to 5.30pm. Telephone number from outside the UK: +44 (0)208 639 3399. The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company at 6.00 p.m. on 12 June 2012 or, if the AGM is adjourned, 48 hours before the time fixed for the adjourned Annual General Meeting) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Any changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM. If you are a person who has been nominated by a member to enjoy information rights in accordance with section 146 of the 2006 Act, note 2 above does not apply to you but you may have a right under an agreement between you and the member by whom you were nominated to be appointed or to have someone else appointed, as a proxy for the meeting. If you have no such right or do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the Companys agent (ID RA10) by 12.00pm on 12 June 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 Companys agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsor or voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual (available at www.euroclear.com/CREST). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases, the power is treated as not exercised. Any member attending the Annual General Meeting has the right to ask and, subject to the provisions of the 2006 Act, the Company must cause to be answered, any questions relating to the business being dealt with at the meeting. As at 24 April 2012 (being the latest practicable date prior to the publication of this Notice) the Companys issued share capital comprised 180,514,285 0.01 voting ordinary shares each carrying one vote, 60,442,782 0.01 suspended voting ordinary shares (collectively, the Ordinary Share capital) and 50,000 1.00 redeemable deferred shares. In accordance with the rights and restrictions attaching to

2.

3.

4.

5.

6.

7.

8.

9.

10.

the Companys suspended voting ordinary shares and redeemable deferred shares, the holders of such shares will not be entitled to vote on any of the resolutions in this Notice. Therefore, the total voting rights in the Company as at 24 April 2012 are 180,514,285. 11. The following information is available at www.bumiplc.com: (i) the matters set out in this Notice; (ii) the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting; (iii) the totals of the voting rights that members are entitled to exercise at the meeting; and (iv) members statements, members resolutions and members matters of business received by the Company after the date on which notice of the meeting was given. Under section 527 of the 2006 Act members meeting the threshold requirements set out in that section have the right to require the company to publish on a website a statement setting out any matter relating to: (i) the audit of the Companys accounts (including the auditors report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Companys auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website. Under sections 338 and 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective, (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request must be in hard copy or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business (and in the case of a matter to be included in the business must be accompanied by a statement setting out the grounds for the request), must be authorised by the member or members making it, must be received by the Company not later than six clear weeks before the meeting. You may not use any electronic address provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated. The following documents are available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this Notice until the conclusion of the Annual General Meeting: (a) copies of the Executive Directors' service contracts with the Company and any of its subsidiary undertakings, and letters of appointment of the Non-Executive Directors; and a copy of the Companys Articles of Association.

12.

13.

14.

15.

(b)

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING These notes explain the proposed resolutions. Resolutions 1 to 24 (inclusive) are proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 25 to 27 are proposed as special resolutions, which means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Resolution 1 - Annual Report 2011 This resolution is to receive and adopt the Companys audited accounts and the reports of the Directors and the auditors of the Company for the year ended 31 December 2011. Resolution 2 - Directors Remuneration Report All quoted companies are required by law to produce for each financial year a Directors' remuneration report which sets out the Remuneration Committee's policy in relation to Directors' remuneration, together with the remuneration and benefits paid to Directors during the year. The Company is also required to put an ordinary resolution to shareholders approving the report at the meeting at which the Company's report and accounts for that period are laid. Accordingly, Resolution 2 seeks the approval of the Directors' Remuneration Report which is set out on pages 50 to 61 of the Annual Report 2011. Resolution 3 Articles of Association Article 128 of the Articles of Association of the Company states that the number of Directors of the Company shall not be less than 2 nor more than 16 in number, except that the Company may by ordinary resolution increase this maximum. It is proposed that the maximum number of Directors is increased from 16 to 18 to allow for further appointments to the Board. Resolutions 4 to 20 - Election of Directors In accordance with the UK Corporate Governance Code, each current Director will stand for re-election at the AGM, with the exception of Badung Tariono and James Campbell who will not be standing for re-election at the AGM (and no vacancy will exist as a result of their not being re-appointed). Biographical details of each Director proposed to be re-elected can be found on pages 10 to 11 of this document. The Board has confirmed, following a performance review, that each existing Director proposed to be re-elected continues to make an effective and valuable contribution and demonstrates commitment to his role. Three new Directors, Graham Holdaway, Jean-Marc Mizrahi and Alexander Ramlie, are also being proposed to be appointed to the Board at the AGM. Graham, Jean-Marc and Alexander will bring additional experience and skills to the composition and balance of the Board. Their biographies can be found on page 11 of this document. Resolutions 21 and 22 - Reappointment and remuneration of auditors Shareholders are required to re-appoint auditors at each general meeting at which audited accounts are presented to shareholders. Resolution 21 proposes the reappointment of PricewaterhouseCoopers LLP as auditors of the Company until the conclusion of the Companys next general meeting at which accounts are laid. It is normal practice for a companys Directors to be authorised to determine the level of the auditors remuneration for the ensuing year. Resolution 22 proposes to give such authority to the Directors in respect of the auditors. Resolution 23 - Authority to allot shares The Directors of a company are not permitted to allot shares (or grant certain rights over shares) unless authorised to do so by shareholders. In December 2008, the Association of British Insurers (ABI) revised its guidelines on Directors authority to allot shares (in line with the recommendations of the report issued in November 2008 by the Rights Issue Review Group). The guidelines state that ABI members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third of the Companys issued share capital. In addition, they will treat as routine a request for authority to allot shares representing an additional one-third of the Companys issued share capital provided that it is only used to allot shares pursuant to a fully pre-emptive rights issue.

In light of these guidelines, the Board considers it appropriate that the Directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of 803,190 representing the ABI guideline limit of approximately 33% of the Companys issued Ordinary Share capital as at 24 April 2012 (the latest practicable date prior to publication of this document). In addition, a further 80,319,000 shares (representing approximately 33% of the Companys issued Ordinary Share capital) can be allotted pursuant to a rights issue. The power will last until the conclusion of the next AGM or, if earlier, on 14 September 2013. The Directors do not have any current intention to exercise this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides. It is intended to renew this authority at successive AGMs. The Company does not currently hold any of its shares in treasury. The authority in Resolution 23 is in addition to the existing authority to allot ordinary shares on the exercise of the exchange rights attaching to the C ordinary shares (Founder Securities) issued by Vallar Holding Company Limited. Resolution 24 Authority to make political donations Part 14 of the 2006 Act, amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Companys shareholders. Aggregate donations made by the Company and its subsidiaries of 125,000 or less in any 12 month period will not be caught. Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the 2006 Act defines political party, political organisation, political donation and political expenditure very widely and may catch such activities as funding seminars or functions to which politicians are invited, or may extend to bodies concerned with policy review, law reform or representation of the business community or sections of it, which the Company and its subsidiaries may see benefit in supporting. Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the 2006 Act through the undertaking of routine activities, which would normally be considered to result in the making of political donations and political expenditure being incurred. As permitted under the 2006 Act, the resolution extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place. The resolution reflects the three categories covered by the rules and authorises the Company and its subsidiaries to incur expenditure of up to 125,000 in aggregate to: (a) (b) (c) make political donations to political parties and/or independent election candidates; make political donations to political organisations other than political parties; and incur political expenditure,

during the period from the date of the passing of this resolution up to and including the conclusion of the next AGM, or up to and including 14 September 2013, whichever is the earlier. As required by the 2006 Act, the resolution is in general terms and does not purport to authorise particular donations. Resolution 25 - Disapplication of pre-emption rights This special resolution will empower the Directors to allot equity securities of the Company up to a specified amount in connection with rights issues without having to obtain prior approval from the shareholders on each occasion and also to allot a small number of equity securities for cash without first being required to offer such shares to existing shareholders. In accordance with Institutional Shareholders' Committee guidelines, the number of ordinary shares which may be issued for cash under the latter authority should not exceed five per cent. of the issued ordinary share capital of the Company. The proposed disapplication of pre-emption rights will mean that the number of ordinary shares which may be issued for cash without the Directors first being required to offer such shares to existing shareholders will not exceed 12,047,800 ordinary shares, being approximately five per cent. of the issued Ordinary Share capital of the Company as at 24 April 2012 (the latest practicable date prior to publication of this document). The authority contained in this resolution will expire at the conclusion of the next AGM or at the close of business on 14 September 2013 (whichever is earlier). The Directors confirm that they have no present intention of exercising this authority. The Directors also confirm their intention to follow the provisions of the Pre-emption Groups statement of Principles regarding cumulative usage of authorities within a rolling three-year period. The Principles provide that

companies should not issue shares for cash representing more than 7.5% of the Companys issued share capital (excluding treasury shares) in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders. Resolution 26 Authority to purchase own shares In certain circumstances, as permitted by the 2006 Act, the Company can purchase its own ordinary shares in the market. This resolution seeks authority from shareholders to empower the Directors to make limited on-market purchases. The authority limits the number of shares that could be purchased to a maximum of 18,051,428 (representing approximately 10% of the Companys issued voting ordinary share capital as at 24 April 2012 (the latest practicable date prior to publication of this document)) and sets minimum and maximum prices. This authority will expire at the conclusion of the next AGM or 18 months form the date of the passing of this resolution (whichever is earlier). The Directors have no present intention of exercising the authority to purchase the Companys ordinary shares but will keep the matter under review. This authority is being sought in order to preserve flexibility, and the Directors will only exercise this authority after taking into account the effects on earnings per share and the benefit to shareholders generally. Any shares purchased under this authority may either be cancelled or held as treasury shares (treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the Companys employees share schemes). No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. As at 24 April 2012 (the latest practicable date prior to the publication of this document), there were no outstanding options over the Companys issued share capital. The Company's subsidiary (Vallar Holding Company Limited) has issued C ordinary shares ("Founder Securities") which entitle the holders to exchange such Founder Securities for ordinary shares to be issued by the Company. However, as the number of ordinary shares that the Company would issue on such exchange will depend on a number of factors, it is not possible to say how many ordinary shares (if any) the holders of the Founder Securities will be entitled to on exchange. Resolution 27 - Notice of General Meetings Under the 2006 Act, general meetings (other than AGMs) may be called on 14 clear days notice. The Companies (Shareholders Rights) Regulations 2009 increase the notice period required for general meetings of a company to 21 clear days. Companies do have the ability to reduce this notice period to not less than 14 clear days, provided that they offer facilities for shareholders to vote and appoint proxies by electronic means and that, annually, shareholder approval is obtained to reduce the minimum notice period from 21 clear days to 14 clear days. The Directors are, therefore, proposing this resolution to seek such shareholder approval for 14 clear days to be the minimum period of notice for all general meetings of the Company, other than AGMs. AGMs will continue to be held on at least 21 clear days notice. The approval will expire at the conclusion of the next AGM, when it is intended that renewal of this authority will be sought. The Board will only utilise the authority to hold meetings on less than 21 clear days notice where it considers it to be in the best interests of shareholders.

BIOGRAPHIES OF DIRECTORS SEEKING ELECTION Samin Tan Chairman Samin Tan was appointed to the Board on 26 March 2012 and became Chairman of the Company replacing Indra Bakrie. He is the President Director of Renaissance Capital. Between 2007 and 2011 Samin headed PT Borneo as its President Director. Prior to this, he was Deputy Managing Partner of the Indonesian consulting practice of Deloitte Touche and Head of the Indonesian tax practice of Deloitte Touche. Indra Bakrie Co-Chairman Indra Bakrie was Chairman of the Company until 26 March 2012 and is now Co-Chairman of the Company. Over the past 20 years, he has helped numerous businesses succeed in diverse sectors such as plantations, oil and gas exploration and trading, real estate, and infrastructure. Indra graduated from the University of Southern California in 1976 with a major in Business Administration. Sir Julian Horn-Smith Deputy Chairman and Senior Independent Director Sir Julian Horn-Smith is the Deputy Chairman and Senior Independent Director of the Company. He has more than 25 years experience in the telecommunications sector and joined Vodafone Group at its foundation. Prior to this he held positions at both Phillips and Mars GB. In 2005 Sir Julian became CEO of Vodafone. He currently acts as a senior adviser to investment bank UBS and CVC Capital Partners, and is on the Board of Directors of Lloyds Banking Group plc and De La Rue plc. Sony Harsono Independent Non-Executive Director Sony Harsono has been a professional business adviser for over 30 years. He was previously Chairman for one of Indonesias biggest accountancy firms. He now serves as CEO of Harsono Hadibroto Consulting and is Chairman of the Indonesia-Japan Economic Committee of the Indonesian Chamber of Commerce (KADIN). He is also a member of the Board of Advisers to the United States-Indonesia Society (USINDO). Sir Graham Hearne Independent Non-Executive Director Sir Graham Hearne is Chairman of Catlin Group Limited and Braemar Shipping Services Group plc. Prior to this he was Chairman of Enterprise Oil plc until 2002. He is also a Non-Executive Director of Genel Energy plc. Ari Hudaya Non- Executive Director Ari Hudaya was Chief Executive Officer of the Company until 26 March 2012. Ari has been President Director of PT Bumi since 2001, and has much experience in the Asian natural resources sector. Previously he was President Director of both KPC and Arutmin, as well as Enercorp. He is a Director of IndoCoal Resources, Kalimanatan Coal and Sangatta Resources. Ari graduated from Institut Teknologi Bandung with a degree in Mechanical Engineering in 1983. Scott Merrillees Chief Financial Officer Scott Merrillees was appointed to the Board on 26 March 2012 and became Chief Financial Officer, replacing Andrew Beckham. Prior to that he served as Director of Corporate Finance and Investor Relations at PT Borneo. He previously served as South East Asia Head of Natural Resources for ANZ Bank and President Director for BNP Paribas Securities Indonesia. Other roles have included Research Director for UBS Securities Ltd in Indonesia. Nalin Rathod Chief Executive Officer Nalin Rathod was appointed to the Board on 26 March 2012 and became Chief Executive Officer, replacing Ari Hudaya. He is currently President Commissioner of KPC and Arutmin and a Commissioner of PT Bumi, BRM and PT Gorontalo Minerals. He was also managing director of Capital Managers Asia Pte Ltd, a financial advisory firm operating in Asia. Nalin has over 20 years experience in the Indonesian coal mining sector. Lord Renwick Independent Non-Executive Director Lord Renwick is currently Vice Chairman of Investment Banking at J.P. Morgan Europe and Vice Chairman of J.P. Morgan Cazenove. He also serves as a Non-Executive Director and Chairman of the Remuneration Committee of Kazakhmys plc, Chairman of Fluor Limited and is a Director of Compagnie Financiere Richemont AG. He has previously served as a Director of BHP Billiton plc, British Airways plc, Fluor Corporation and SABMiller plc.

10

Rosan Roeslani Non-Executive Director Rosan Roeslani is President Director of PT Berau and currently serves as President Director of Recapital and Commissioner of PT Mahaka Media. He is also on the Board of Commissioners for PT Lativi Mediakarya, PT Lupita Amanda, PT Saratoga Investama Sadaya and several other multinational companies based in Indonesia. Nathaniel Rothschild Non-Executive Director Nathaniel Rothschild is one of the founders of the Company and was Co-Chairman of the Company until 26 March 2012. He is also a Non-Executive Director of Genel Energy plc and Barrick Gold Corporation. Nathaniel is a member of the Belfer Centers International Council at the John F. Kennedy School of Government at Harvard University and holds an MA in History from Oxford University. Amir Sambodo Independent Non-Executive Director Amir Sambodo is currently the President Director of PT Tuban Petrochemicals Industries, one of the biggest petrochemical producers in Indonesia. He founded Indonesian business technology magazine PT Teknopreneur Indonesia and is President Commissioner of PT Tekno Ventura. Amir is also the current Special Adviser to the Coordinating Minister for Economic Affairs in Indonesia. Steven Shapiro Independent Non-Executive Director Steven Shapiro is a member of the Board of Directors of Barrick Gold Corporation and El Paso Corporation. He has served as Executive Vice President and Chief Financial Officer of Burlington Resources Inc. and as Senior Vice President, Chief Financial Officer and a Director at Vastar Resources, Inc. Steven has also spent 16 years in various roles of increasing responsibility with Atlantic Richfield Company (ARCO). Philip Yeo Independent Non-Executive Director Philip Yeo is Chairman of SPRING Singapore and a member of the United Nations Committee of Experts in Public Administration (CEPA). He is also Chairman of SingBridge International Investments Pte Ltd, a wholly owned subsidiary of Temasek Holdings; Chairman of Accuron Technologies Pte Ltd; Chairman of Medical Technologies Investment Company Holdings Pte Ltd; Chairman of Ascendas Property Fund Trustee Pte Ltd; and Chairman of i-Globe Partners, a Singapore based venture capital fund. Philip is also a member of the Board of Directors of United Overseas Bank and City Development Ltd (CDL). Graham Holdaway Independent Non-Executive Director Graham is an accountant with experience in the electricity, oil and gas, and mining sectors. Graham has commercial and public policy advisory experience in Australia, Indonesia, and Papua New Guinea. Graham was previously with KPMG where he was responsible for various practice areas including infrastructure / energy policy and access regulation. He joined KPMG in 1984 and was a Partner in the Australian or Indonesian practices from 1988 to 2010. Graham is currently Chairman of Larus Energy Limited. Graham is a Chartered Accountant and has a Bachelor of Commerce and Administration and a Diploma in Accounting from Victoria University of Wellington. Jean-Marc Mizrahi Independent Non-Executive Director Jean is the Founder and Chief Executive Officer of Ymagis, a leading digital cinema services company in France, Germany, Spain and Benelux. Prior to this, he was the Chief Executive Officer of clair Group, a digital postproduction company and the Founder and Managing Partner of Lazard Asia Limited, the Asian arm of the Lazard Frres Group. Alexander Ramlie Non-Executive Director Alexander is currently the President Director and Chief Executive Officer of PT Borneo, having previously been Chief Operating Officer. Prior to this he was Managing Director of Ancora Capital Management Pte Ltd, a private equity fund management firm. Alexander began his career as an investment banker at Lazard Frres & Co and has a Bachelor of Arts and a Master of Arts in Economics from Boston University.

11

Você também pode gostar