12th Feb 2013 07:00
12th February, 2013
Jubilant Energy N.V.
("Jubilant" or the "Company")
Proposed appointment of Mr Radhey Shyam Sharma as Non Executive Non Independent Director and Notice of EGM
Jubilant is pleased to announce the proposed appointment of Mr Radhey Shyam Sharma as a Non Executive Non Independent Director of the Company for a period of three years. The appointment is subject to approval by shareholders of the Company for which an Extraordinary General Meeting has been convened on 21st March, 2013 (the "EGM"). Notice of the EGM will be sent to shareholders in due course, which shall be announced and made available on the Company's website www.jubilantenergy.com.
Mr Sharma, aged 62 years, is a Graduate from Delhi University. He is also a Fellow Member of the Institute of Cost Accountants of India and an Associate Member of the Indian Institute of Bankers. Over the years, he attended various management programs in India and overseas more specific to Oil and Gas Industry and Management Strategies.
He has over 40 years' rich and varied business and management experience. He worked with the Union Bank of India from April, 1972 to September, 1982, with experience in branch banking and specialization in Credit Appraisal.
In October, 1982 he moved to middle level finance team of another Public Sector Undertaking which was engaged in construction of roads and bridges in countries outside India, including functioning as Regional Head of Finance for Iraq region from October 1982 to July 1986.
In July, 1988 he joined the Oil and Natural Gas Corporation Limited (ONGC) working in areas of Financial Management, Financial appraisal, Project appraisals, Treasury Management at middle and senior level in various Projects of ONGC as well as its corporate office.
In January, 2002, Mr Sharma was appointed as Director Finance - ONGC Videsh Limited and in March, 2002 as Director Finance - ONGC in addition to his existing responsibilities.
During May, 2006 to January, 2011 he served as Chairman and Managing Director - ONGC. In addition he was also the chairman of ONGC Videsh Limited, Mangalore Refinery and Petrochemicals Limited, ONGC Petro-additions Limited, ONGC Tripura Power Company Limited, ONGC Mangalore Petrochemicals Limited, Mangalore SEZ Limited and ONGC Mittal Energy Limited.
Presently, Mr Sharma is on the Board of Corevalues Consulting Pvt Limited as Chairman & Managing Director, as Independent Director on the Board of IndusInd Bank Limited and Steag O&M Company Pvt Limited and as part time Non Official Director with Dedicated Freight Corridor Corporation of India Limited and the Rail Vikas Nigam Limited. He is also on the Board of Avendus Capital Pvt Limited.
In addition, he holds non Board positions as Chairman of Lloyd's Register-South West Asia, Chairman of Hydrocarbon Committee, FICCI, the Chairman of National Expert Committee on Public Policy, Indian Chamber of Commerce, Chairperson of the Quality Review Board, Institute of Cost Accountants of India and as a Member of National Council, AIMA
Further details of Mr Sharma's current and previous directorships / partnerships in the previous five years are provided below.
Mr Sharma does not hold any beneficial interest in shares or options in the capital of Jubilant.
The Board considers the appointment of Mr Radhey Shyam Sharma as Non Executive Non Independent Director to be in the interest of Jubilant and recommends the same for the appointment by the shareholders.
As required by Dutch law, Jubilant will give notice of an EGM of shareholders to approve the appointment of Mr Sharma. The EGM will be held on Thursday, the 21st March, 2013 at 2.30 p.m. (Central European Time) at the Sheraton Amsterdam Airport Hotel, Schiphol Boulevard 101, 1118 BG Amsterdam, The Netherlands.
Enquiries:
Jubilant Energy | Vipul Agarwal | +91 120 4025700 |
Panmure Gordon | Callum Stewart, Adam James | +44 20 7886 2500 |
Deutsche Bank | Rajat Katyal, Drew Price | +44 20 7547 8000 |
College Hill | Matthew Tyler, Alexandra Roper | +44 20 7457 2020 |
EGM notice and explanatory notes
The notice of EGM and the explanatory notes to the agenda will be available in due course on Jubilant's website www.jubilantenergy.com (the "Website"), and may also be obtained free of charge, during office hours until the time of the EGM, by the parties entitled to attend the EGM, from the office of Jubilant at Orlyplein 10, 24th Floor, 1043 DP Amsterdam, the Netherlands.
Holders of Depository Interests for shares in Jubilant's capital ("DI Holders") shall also have the notice of EGM and the explanatory notes sent to them by Capita IRG Trustees Limited, as depository for Jubilant (the "Depository").
Record Date and registration
The Board has determined that for parties that wish to (and are entitled to) attend the EGM, their details must be recorded, as indicated below, on the 28th day prior to that of the EGM, i.e. on 21st February, 2013, following the processing of all acquisitions, disposals and other mutations on that date (the "Record Date").
As the register for recording DI Holders, the Board has designated the DI Holders register kept by the Depository. Those recorded in the DI Holders' register on the Record Date do not need to take further action to have themselves registered, and are considered to be entitled to attend and exercise their rights at the EGM.
As the register for recording the details of parties entitled to attend the EGM, not being DI Holders, the Board has designated Jubilant's shareholders' register maintained at the office of Jubilant at Orlyplein 10, 24th Floor, 1043 DP Amsterdam, the Netherlands. Those recorded in Jubilant's shareholders' register on the Record Date do not need to take further action to have themselves registered, and are considered to be entitled to attend and exercise their rights at the EGM.
Admission to the EGM with valid identification only
No separate receipt of registration will be issued for the EGM. The parties entitled to attend the EGM, or their representatives, are requested to present a valid means of identification at the reception desk at the EGM entrance. Access to the EGM is permitted only after verification of the personal identification.
Exercise of rights, proxy and form of direction
Parties entitled to attend the EGM may exercise their rights to attend, speak and/or vote at the EGM in person or by a representative.
Parties entitled to attend the EGM, not being DI Holders, may authorise a representative in writing (by means of the template referred to below in this paragraph) or by means of an electronically recorded proxy (subject to the conditions referred to below in this paragraph), provided that the (written or electronic) proxy has been received by the Board no later than on the 7th day prior to that of the EGM, i.e. no later than on 14th March, 2013. A template for a written proxy can be downloaded from the Website and may also be obtained free of charge, during office hours until the time of the EGM at Jubilant's office. The written proxy must be completed and duly signed by the party entitled to attend the EGM. Written proxies may be delivered to the Board by sending a PDF-copy thereof to the following e-mail address: [email protected]. Electronic proxies may only be provided by e-mail, using the above-mentioned e-mail address; other means of electronically recorded proxies shall only be allowed with the prior approval of the Board's Chairman or Co-Chairman. All proxies (in writing or electronic) must be accompanied by a notarised copy of the valid passport or other official means of valid identification of the person granting the proxy, and must have the same material content as prescribed by the template for the written proxy (as referred to above). Where the party granting the (written or electronic) proxy is a corporate body, it shall be assumed that (i) all necessary internal approvals have been obtained by that party in respect of granting the proxy and exercising the rights at the EGM and (ii) the proxy has been validly granted on the corporate body's behalf.
DI Holders entitled to attend the EGM may instruct the Depository in writing or through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual to exercise their rights to attend, speak and/or vote at the EGM by means of a form of direction, provided that the form of direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy thereof, has been deposited at the office of the Depository at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England, no later than at 2.30 p.m. (Central European Time) on 11th March, 2013. A template form of direction can be obtained from the Depository.
Mr Sharma 's present and previous directorships / partnerships in the previous five years is provided below
Present Directorships / Partnerships
Name of the Company | Nature of Interest |
1. Corevalues Consulting Pvt Limited | Chairman & Managing Director |
2. IndusInd Bank Limited | Director |
3. Steag O&M Company Pvt Limited | Director |
4. Dedicated Freight Corridor Corporation of India Limited | Director |
5. Rail Vikas Nigam Limited | Director |
6. Avendus Capital Pvt Limited | Director |
Past Directorships / Partnerships
Name of the Company | Nature of Interest |
1. Oil and Natural Gas Corporation Limited | Chairman & Managing Director |
2. ONGC Videsh Limited | Chairman |
3. Mangalore Refinery & Petrochemicals Limited | Chairman |
4. ONGC Petro Additions Limited | Chairman |
5. ONGC Tripura Power Company Limited | Chairman |
6. ONGC Mangalore Petrochemicals Limited | Chairman |
7. Mangalore SEZ Limited | Chairman |
8. Mangalam Retail Services Limited | Director |
9. Kakinada SEZ Private Limited | Director |
10. Kakinada Refinery and Petrochemicals Pvt Limited | Director |
There is no further information that is required to be disclosed under paragraph (g) of Schedule 2 to the AIM Rules.
Related Shares:
JUB.L