Annual Special Meeting

[petrengr1]

I found the notice of the Annual Special Meeting on Sedar.

I did not see a PR announcing this, it is not shown on the Company web site under “News and Press Releases” and it is not in the news.

I understand there is a legal difference between a General and Special meeting.

I have a couple of questions for you guys.

1. Why didn’t they issue a Press Release?

2. Why are we having a Special Meeting instead of a General Meeting?

Date: April 16, 2013

100 University Avenue, 9th floor

Toronto ON, M5J 2Y1

www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: INTEROIL CORPORATION

Dear Sirs:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type : Annual Special Meeting

Record Date for Notice of Meeting : May 14, 2013

Record Date for Voting (if applicable) : May 14, 2013

Beneficial Ownership Determination Date : May 14, 2013

Meeting Date : June 24, 2013

Meeting Location (if available) : The Woodlands, Texas, USA

Issuer sending proxy related materials directly to NOBO: No

Issuer paying for delivery to OBO: Yes

Notice and Access (NAA) Requirements:

NAA for Beneficial Holders No

Beneficial Holders Stratification Criteria:

Number of shares greater than: n/a

Holder Consent Type(s): n/a

Holder Provinces-Territories: n/a

NAA for Registered Holders No

Registered Holders Stratification Criteria:

Number of shares greater than: n/a

Holder Provinces-Territories: n/a

Voting Security Details:

Description CUSIP Number ISIN

COMMON 460951106 CA4609511064

Sincerely,

Computershare

[Palm]

Pet, you're hot these days. Great find and thanks!

[Palm]

I would guess there will be a formal PR tomorrow. As far a the "special" label, they used that term for the annual meeting in 2009 (Annual and Special Meeting) but not sure what qualified as special back then. Maybe someone else knows?

[petrengr1]

I would guess there will be a formal PR tomorrow. As far a the "special" label, they used that term for the annual meeting in 2009 (Annual and Special Meeting) but not sure what qualified as special back then. Maybe someone else knows?

Note that the notice is dated April 16th and tomorrow will be April 19th. I agree that we will probably get the PR tomorrow but it seems like an undue delay. I wonder why.

[Tree]

AGM is June 24th. This meeting is to discuss something unusual or extraordinary.

*****

What is the difference between an ordinary meeting and a special meeting?
Posted by walktall in Governance, Managing & Organising Meetings on 03 6th, 2010 | 5 responses
There are several types of meetings. Most are called ordinary or regular meetings. Some are special meetings. Sometime the term extraordinary meeting is used. Then there are Annual General Meetings and Special General Meetings.

Ordinary Meeting or Regular Meeting

Most meetings are ordinary or regular meetings. These are meetings which are held usually on a regular basis and conduct business for which no special notice needs to be given (according to the organisation’s rules or constitution). The monthly meeting of a sports club or a parents’ group is are examples of regular meetings.

Special or extraordinary Meetings

A special meeting (sometimes called an extraordinary meeting) can have two meanings. The first meaning is simply a meeting that is outside the regular timetable. This meaning tends to be simply a colloquial term that is used for something out of the ordinary.

It is usually called to discuss something important or unusual. This type of meeting usually requires no special notice but it is good governance to advise everyone who is eligible to attend, that the meeting is being held, and the purpose for it being held outside of the normal timetable – that is the topic of discussion.

The second type of special meeting is one that is defined in your organisation’s rules or constitution and has special requirements. These requirements may be length of notice for the meeting, it may be a special quorum (the number of people required for the meeting to transact business) or there may be other requirements written into your rules or constitution.

A special meeting may also have special voting requirements – for instance it may allow proxy votes.

The Annual General Meeting

This is the meeting which most organisation have once each year and the retirements are usually found in the rules or constitution, and also often in the legislation under which the organisation is constituted.

An Annual General Meeting (usually referred to as an AGM) will often have the reports of the major office bearers, consideration of the annual financial report, election of officers, adopting the budget for the next 12 months (which should include the membership fee if there is one) and also changes to the constitution.

AGM’s have special requirements in terms of the period of time for which notice of the meeting has to be given and often also, the nature on information that must be provided in advance – financial reports for instance.

The word “general” in the AGM means that anybody who is a member of the organisation is entitled to attend and vote in most cases.

The Special General Meeting

The Special General Meeting (SGM) is sometimes called an Extraordinary General Meeting (EGM). This meeting has exactly the same powers as an AGM and must meet all the same requirements such as a minimum period for notice of meeting.

Special General Meetings must have a specific purpose. The most common is to consider changes to the constitution. Another is consideration of the budget for larger organisations.

Rule of Thumb to Maintain Good Governance?

The rule of thumb is to know your constitution or rules. These should clearly describe when a special meeting can and should be held and the rules under which it must be held.

[Palm]

"What is SPECIAL MEETING?

A meeting of share holders called in order to discuss a specific matter that has ben stated in the meeting notice."

This is from Black's Law Dictionary.

So when the actual meeting notice comes out we should know if there is significance. If they call it an Annual and Special Meeting we could see something major coming. In 2009 a big part of the meeting had to do with approving the stock incentive plan, so that may have required the "special" label.

Once again, we will have to wait and see. Lots coming together it seems.

[petrengr1]

AGM is June 24th. This meeting is to discuss something unusual or extraordinary. ***** What is the difference between an ordinary meeting and a special meeting? Posted by walktall in Governance, Managing & Organising Meetings on 03 6th, 2010 | 5 responses There are several types of meetings. Most are called ordinary or regular meetings. Some are special meetings. Sometime the term extraordinary meeting is used. Then there are Annual General Meetings and Special General Meetings. Ordinary Meeting or Regular Meeting Most meetings are ordinary or regular meetings. These are meetings which are held usually on a regular basis and conduct business for which no special notice needs to be given (according to the organisation’s rules or constitution). The monthly meeting of a sports club or a parents’ group is are examples of regular meetings. Special or extraordinary Meetings A special meeting (sometimes called an extraordinary meeting) can have two meanings. The first meaning is simply a meeting that is outside the regular timetable. This meaning tends to be simply a colloquial term that is used for something out of the ordinary. It is usually called to discuss something important or unusual. This type of meeting usually requires no special notice but it is good governance to advise everyone who is eligible to attend, that the meeting is being held, and the purpose for it being held outside of the normal timetable – that is the topic of discussion. The second type of special meeting is one that is defined in your organisation’s rules or constitution and has special requirements. These requirements may be length of notice for the meeting, it may be a special quorum (the number of people required for the meeting to transact business) or there may be other requirements written into your rules or constitution. A special meeting may also have special voting requirements – for instance it may allow proxy votes. The Annual General Meeting This is the meeting which most organisation have once each year and the retirements are usually found in the rules or constitution, and also often in the legislation under which the organisation is constituted. An Annual General Meeting (usually referred to as an AGM) will often have the reports of the major office bearers, consideration of the annual financial report, election of officers, adopting the budget for the next 12 months (which should include the membership fee if there is one) and also changes to the constitution. AGM’s have special requirements in terms of the period of time for which notice of the meeting has to be given and often also, the nature on information that must be provided in advance – financial reports for instance. The word “general” in the AGM means that anybody who is a member of the organisation is entitled to attend and vote in most cases. The Special General Meeting The Special General Meeting (SGM) is sometimes called an Extraordinary General Meeting (EGM). This meeting has exactly the same powers as an AGM and must meet all the same requirements such as a minimum period for notice of meeting. Special General Meetings must have a specific purpose. The most common is to consider changes to the constitution. Another is consideration of the budget for larger organisations. Rule of Thumb to Maintain Good Governance? The rule of thumb is to know your constitution or rules. These should clearly describe when a special meeting can and should be held and the rules under which it must be held.

I know the above is talking about a meeting that is held at a different time but the highlight items are what I would be interested in for our Special Meeting that is being held at the normal time.

[Palm]

From IOC's Board Charter on their website it only says this as far as shareholder meeting:

"Shareholder Meetings

The Board is required to call the annual meeting of the shareholders and may, at any time, call a special meeting of shareholders. The Board has a duty to call a special meeting of the shareholders to approve any matter which requires the approval of shareholders by special resolution."

So it appears there will be SOMETHING out of the ordinary. Hmmmmmmmm

[MRP]

Looks like the special label was on 4 of the last 6 years of this same notice so I wouldn't read anything into this. They don't make the announcement (PR) until the record date so not untill May.