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PHAROS ENERGY PLC

Proxy Solicitation & Information Statement Apr 13, 2012

4764_agm-r_2012-04-13_64134c39-5c47-4c1f-abeb-066edfeb22d1.pdf

Proxy Solicitation & Information Statement

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ANNUAL GENERAL MEETING

10.00 a.m. Wednesday 13th June 2012 at The Lincoln Centre, 18 Lincoln's Inn Fields London, WC2A 3ED This card also serves as an Attendance Card for shareholders attending the Annual General Meeting, and accordingly should be presented at the Shareholder Registration desk on arrival.

SOCO International plc 48 Dover Street London W1S 4FF United Kingdom Company number: 3300821

(b) completing the Form of Proxy and depositing it with the registrars. Please read the Notice of Meeting available on www.socointernational.com and the Notes overleaf before using or completing the Form of Proxy.

You may register the appointment of a proxy by:

(a) logging onto www.sharevote.co.uk and using the reference numbers

shown on the Form of Proxy, or by

' Detach here and return Form of Proxy in supplied envelope

SOCO International plc

FORM OF PROXY

Voting ID Task ID Shareholder Reference Number

I/We being (a) member(s) of the above named company hereby appoint the Chairman of the Meeting/or

to act as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10.00 a.m. on 13 June 2012 at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED and at any adjournment thereof.

I/We request such proxy to vote on the following resolutions as indicated below:

Please indicate with an "X" in the appropriate space how you wish your vote to be cast. In the absence of any instructions, the proxy will be deemed to have authority to vote or abstain as he/she thinks fit on any business arising at the meeting (including any motion to amend a resolution or adjourn the meeting).

Please tick here if this proxy is one of multiple appointments being made. For the appointment of more than one proxy, please see note 6 overleaf. Vote

RESOLUTIONS For Against Withheld
(Note 1)
1. To receive and adopt the Directors' Report and Accounts for the financial year
ended 31 December 2011.
2. To approve the Directors' Remuneration Report included in the Annual Report
and Accounts for the financial year ended 31 December 2011.
3. To reappoint Rui C de Sousa, who is Chairman of the Nominations Committee, as a Director.
4. To reappoint Edward T Story as a Director.
5. To reappoint Roger D Cagle as a Director.
6. To reappoint Olivier M G Barbaroux, as a Director.
7. To reappoint Robert M Cathery, as a Director.
8. To reappoint Ettore P M Contini as a Director.
9. To reappoint John C Norton, who is the Chairman of the Audit Committee, as a Director.
10. To reappoint António V M Monteiro, who is a member of the Audit, Remuneration
and Nominations Committees, as a Director.
11. To reappoint Michael J Watts, who is a member of the Audit, Remuneration
and Nominations Committees, as a Director.
12. To reappoint Michael C Johns, who is the Chairman of the Remuneration Committee
and a member of the Audit and Nominations Committees, as a Director.
13.
To reappoint Deloitte LLP as auditors to hold office until the conclusion of the next
Annual General Meeting at which accounts are laid before the Company.
14. To authorise the Directors to agree the auditors' remuneration.
15. To authorise the Directors to allot securities (s.551 of the Companies Act 2006).
16. To disapply pre-emption rights (s.570(1) and s.573 of the Companies Act 2006).
17.
To authorise the Company to repurchase its own Shares (s.701 of the Companies Act 2006).
18. To authorise Directors to call general meetings of the Company (other than
an annual general meeting) on not less than 14 clear days' notice.
Signature
dated
2012

Notes

  • 1 The "Vote Withheld" option is provided to enable you to abstain on the resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.
  • 2 To be effective this Form of Proxy must be deposited with the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom not later than 10.00 a.m. on 11 June 2012. The completion and return of a Form of Proxy will not, however, preclude shareholders from attending and voting in person at the Meeting or at any adjournment thereof should they wish to do so. For further detail on how to submit your proxy, please refer to notes 1, 2 and 3 to the Notice of Meeting.
  • 3 Alternatively, Electronic Proxy Appointment ("EPA") is available for this Meeting. To use this facility you must visit www. sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy will be required to complete the procedure. EPA will not be valid if received after 10.00 a.m. on 11 June 2012 and will not be accepted if found to contain a computer virus.
  • 4 A response envelope for the return of this Form of Proxy is enclosed. Shareholders mailing the Form of Proxy from outside the United Kingdom will need to attach appropriate postage to the response envelope in order to ensure that their votes are received in time.
  • 5 If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
  • 6 You can appoint the Chairman of the Meeting or anyone else to be your proxy at the Annual General Meeting. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
  • To appoint the Chairman as your sole proxy in respect of all of your shares fill in any voting instructions and sign and date the form of proxy – leave all other proxy appointment details blank.
  • To appoint a single proxy other than the Chairman in respect of all of your shares, delete the words "the Chairman of the Meeting" and insert the name of your proxy in the space provided. Please initial the amendment.
  • To appoint more than one proxy, you should photocopy the Form of Proxy. You must complete a separate form of proxy for each proxy. Please indicate, next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate, by marking the box on the Form of Proxy, if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned to Equiniti in the same envelope.
  • 7 Where the Member is a corporation, this form must be executed as a deed or signed by an officer, attorney or other person duly authorised by the corporation.
  • 8 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register.
  • 9 A member may appoint a proxy of his own choice in which case the words "the Chairman of the Meeting" should be deleted, and the name of the person appointed as proxy should be inserted in the space provided. A proxy need not be a member of the Company.
  • 10 CREST members wishing to appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST Proxy Instruction to be effective, it is received by the Company's agent, Equiniti (ID number RA19), no later than 10.00am on 11 June 2012 or no later than 48 hours before any adjournment of the meeting, together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Equiniti is able to retrieve the message. 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. For further information relating to the CREST proxy system, please refer to the CREST manual and the notes to the Notice of Meeting.

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