Northern Petroleum Plc
LSE : NOP

June 22, 2009 02:00 ET

Notice of AGM

                                                                                                      
                                                                                          22 June 2009
                                                   
                                                   
                                        Northern Petroleum Plc
                                                   
                                     ("Northern" or the "Company")
                                                   
                          Annual Report and Notice of Annual General Meeting

Northern  is  pleased  to announce that the 2008 Annual Report, incorporating  the  Notice  of  Annual
General Meeting ("AGM"), is now available on the Company's website (www.northpet.com) and will shortly
be posted to shareholders.

The text of the AGM Notice is reproduced in full below:

NOTICE  IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Forestside  and
Stansted  Social Club, Forestside, Rowlands Castle, Hampshire, PO9 6ED on 22 July 2009 at 11.00am  for
the following purposes:

To  consider  and,  if  thought  fit,  pass  the following resolutions  to  be  proposed  as  Ordinary
Resolutions:

1.  To  receive  the report of the directors and the audited accounts for the year ended  31  December
    2008.
2.  To  appoint  KPMG  Audit  Plc as auditors, following their appointment  during  the  year  by  the
    directors, and to authorise the directors to fix their remuneration.
3.  To  re-elect  C  J Foss (who retires from office in accordance with Article 108 of  the  Company's
    Articles) as a director of the Company.

4a) To  authorise  the directors, pursuant to and in accordance with section 80 of the  Companies  Act
    1985  (the "Act") to allot relevant securities (as defined by the said section 80) up to a maximum
    aggregate  nominal  value  of £1,770,000 (being approximately 50% of the  Company's  issued  share
    capital  as  at  the  date  of  this notice), provided that such authority  shall  expire  at  the
    conclusion of the next Annual General Meeting of the Company, except that the Company may,  before
    such  expiry,  make an offer or agreement which would or might require relevant securities  to  be
    allotted after such expiry.

To consider and, if thought fit, pass the following resolutions to be proposed as Special Resolutions:

4b) To  authorise the directors be, pursuant to and in accordance with section 95 of the Act, to allot
    equity  securities (as defined in section 94 of the Act) for cash as if sub-section 89(1)  of  the
    Act  did  not  apply to the allotment of equity securities pursuant to the authority conferred  on
    them  under  section  80  of  the  Act  up  to the aggregate  nominal  value  of  £885,000  (being
    approximately  25% of the Company's issued share capital as at the date of this notice,  of  which
    11.2%  is potentially attributable to warrantholders), such power to expire on the earlier of  the
    conclusion of the next Annual General Meeting of the Company and 15 months after the date  of  the
    resolution  (but so as to enable the Company, before the expiry of such power, to make  offers  or
    agreements which would or might require equity securities to be allotted after such expiry and  to
    enable  them to allot equity securities for cash pursuant  to such offers or agreements as if  the
    power conferred thereby had not expired).
   
5.  To  authorise  the  Company, generally and unconditionally, to make market purchases  (within  the
    meaning  of section 163 of the Companies Act 1985) pursuant to and in accordance with section  166
    of  the  Act of fully paid ordinary shares in the capital of the Company upon and subject  to  the
    following conditions but otherwise unconditionally:

    a)  the maximum number of ordinary shares hereby authorised to be purchased is 4,000,000, which is
        anticipated to represent approximately 5% of the ordinary share capital of the Company as at 22 July
        2009;
        
    b)  the maximum price which may be paid for each such ordinary share shall be an amount no more
        than 105% of the average of the middle market quotations for an ordinary share as derived from the
        Alternative Investment Market of the London Stock Exchange for the five business days immediately
        preceding the day on which such ordinary share is contracted to be purchased (excluding expenses) and
        the minimum price which may be paid for such ordinary share shall be the nominal value of such
        ordinary share at the time of such purchase (excluding expenses); and

    c)  unless previously varied, revoked or renewed, the authority conferred by this resolution shall
        expire on the earlier of the date 15 months after the passing of this resolution and 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 date 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.

By order of the Board


C J Foss
Secretary

Registered Office:
2nd Floor, Martin House
5 Martin Lane
London
EC4R 0DP

Dated 22 June 2009

Notes:

1.  A  member  of the Company entitled to attend and vote at the meeting convened by this  Notice  may
    appoint  a  proxy to attend and vote on a poll in his stead. A proxy need not be a member  of  the
    Company.  A member may appoint more than one proxy provided that such appointment is in respect of
    voting rights attaching to different shares.
2.  To  be  valid, the enclosed Form of Proxy must be completed and lodged together with the Power  of
    Attorney or any other authority (if any) under which it is signed, or a notarially certified  copy
    thereof, at the offices of the Company's Registrars, Neville Registrars Limited, Neville House, 18
    Laurel  Lane,  Halesowen, West Midlands B63 3DA not less than forty eight hours  before  the  time
    appointed for holding the meeting.
3.  Completion  of  the proxy does not preclude a member from attending and voting at the  meeting  if
    they so wish.
4.  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  at
    11.00am  on 20 July 2009 shall be entitled to attend or vote at the meeting in respect  of  shares
    registered in their name at the time. Changes to entries on the relevant Register of Members after
    this  time shall be disregarded in determining the rights of any person to attend or vote  at  the
    meeting,  notwithstanding  any provisions in any enactment, the articles  of  association  of  the
    Company or other instrument to the contrary.
5.       The  Company, pursuant to Regulation 41(3) of the Uncertificated Securities Regulations 2001,
    hereby gives notice of its determination that only those shareholders registered on the Register of
    Members  of  the Company at the close of business on the date of this notice shall be entitled  to
    receive notice of this meeting.


                                              ---ENDS---
                                                   
                                                   
For further information please contact:

Northern Petroleum Plc                                    Tel: +44 (0) 20 7469 2900
Chris Foss, Finance Director

Jefferies International                                   Tel: +44 (0) 20 7029 8000
Chris Snoxall / Schuyler Evans

Astaire Securities                                        Tel: +44 (0) 20 7448 4400
Jerry Keen / Toby Gibbs

Bishopsgate Communications (Press)                        Tel: +44 (0) 20 7562 3350
Nick Rome / Michael Kinirons

Buchanan Communications (Analysts)                        Tel: +44 (0) 20 7466 5000
Tim Thompson / Ben Romney


Notes to Editors:

Further information on Northern is available at www.northpet.com.

Contact Information

  • Northern Petroleum Plc