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AIM Rule 26

The information contained within this section of the website is for the purposes of AIM Rule 26.

Description of business

Caspian Sunrise plc is a Kazakhstan based oil and gas exploration and production company established in October 2006.

Our strategy is to build a diversified portfolio of oil and gas exploration and production assets in Kazakhstan and Central Asia. Presently we have one principal asset BNG together with interests in Munaily and a suspended interest in Beibars (50%). Following the completion of the Baverstock merger Caspian Sunrise has 99% interests in both the BNG and Munaily Contract Areas.

Our shares were admitted to trading on the London Stock Exchange’s AIM market on 22 May 2007.

Description of business

Board of Directors

The Company has one Non-Executive Director and three Executive Directors as follows:

Clive Carver Executive Chairman
Kuat Oraziman Chief Executive Officer
Kairat Satylganov Chief Financial Officer
Edmund Limerick Non-Executive Director

The Company intends to appoint an additional non-executive Director at the appropriate time.

The Board retains full and effective control over the Company. The Company holds a Board meeting at least once per quarter, at which financial and other reports are considered and, where appropriate, voted on. Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational, financial performance, risk and capital expenditure and human resource and environmental management. The Board is also responsible for monitoring the activities of the Management.

Biographical details for each of the directors can be found under the Board of Directors section.

Details of Directors

Directors’ responsibilities

The Board consists of four directors, one of whom is a non-executive Director. The Company intends to appoint an additional non-executive Director at the appropriate time. The Company holds at least four Board meetings each year, at which time financial and other reports are considered and, where appropriate, voted on.

Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational, financial performance, risk and capital expenditure and human resource and environmental management. The Board is also responsible for monitoring the activities of the executive management team.

Committees

The Board has established the following committees:

Audit Committee

The audit committee, which comprises Edmund Limerick and Clive Carver with Edmund Limerick acting as Chairman, determines and examines any matters relating to the financial affairs of the Company including the terms of engagement of the Group’s auditors and, in consultation with the auditors, the scope of the audit.

The audit committee receives and reviews reports from the management and the external auditors of the Group relating to the annual and interim amounts and the accounting and internal control systems of the Group. In addition it considers the financial performance, position and prospects of the Company and ensures they are properly monitored and reported on.

Remuneration Committee

The remuneration committee, which comprises Edmund Limerick, Kuat Oraziman and Clive Carver, with Edmund Limerick acting as Chairman, reviews the performance of the senior management, sets and reviews their remuneration and the terms of their service contracts and considers the Group’s bonus and option schemes.

Country of incorporation

Caspian Sunrise plc, UK – Company number 5966431

Country of operation

Roxi Petroleum Kazakhstan LLC – Company number 82087-1910-TOO

Constitutional documents

The Company’s memorandum and articles of association can be viewed here:

Date File View Download
May 27 2010 Articles of Association
May 28 2009 Revised Articles of Association
May 27 2010 Certificate of Incorporation

Details of any other exchanges or trading platforms

The Company is not listed on any other exchanges or trading platforms.

Significant shareholders and number of securities in issue

Significant shareholders

Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

Financial information

Please click on the link below for access to the Company’s annual and half-year reports.
Financial Reports

Company announcements

Please click on the link below to view a full list of Regulatory News Announcements (RNS).
Announcements & Alerts

Admission document

Date File View Download
May 22 2007 Admission Document
May 22 2007 IPO and Admission to AIM
Jan 31 2008 Roxi Petroleum Admission Document

Circulars and other documents sent to Shareholders within the past 12 months

Presentations & Circulars

Corporate Governance

Corporate Governance

Internal controls

The Board acknowledges responsibility for maintaining appropriate internal control systems and procedures to safeguard the shareholders investments and the assets, employees and the business of the Group.

The Board has established and operates a policy of continuous review and development of appropriate financial controls together with operating procedures consistent with the accounting policies of the Group.

The Board does not consider it appropriate for the current size of the Group to establish an internal audit function.

AIM Rule 21

The Directors comply with Rule 21 of the AIM Rules relating to Directors’ dealing and take all reasonable steps to ensure compliance by the Company’s applicable employees. The Company has adopted and operates a share dealing code for Directors and employees in accordance with the AIM Rules.

UK Takeover Code

The Board considers the Company to be subject to the provisions of the UK Takeover Code.

Key Contacts and Advisers

Registered Office

Caspian Sunrise PLC
5 New Street Square
London
EC4A 3TW
United Kingdom

Company Headquarters

Roxi Petroleum Kazakhstan LLP
7th floor, 152-A
Karasai Batyra St.
050026, Almaty
Republic of Kazakhstan

Nominated Adviser and Broker

WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
United Kingdom

Company Secretary

Clive Carver
5 New Street Square
London
EC4A 3TW
United Kingdom

Solicitors

Fladgate LLP
16 Great Queen Street
London
WC2B 5DG
United Kingdom

Chadbourne & Parke LLP
43 Dostyk Avenue
Almaty 050010
Kazakhstan

Registrar

Link Asset Services
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
United Kingdom

Auditors

BDO
55 Baker St
Marylebone
London
W1U 7EU
United Kingdom

Oil and Gas expert

Gaffney Cline & Associates
1 Heathcock Court
415 Strand
London
WC2R 0NT
United Kingdom