London, 5 June 2018
Results of Annual General Meeting
Following today's Annual General Meeting, convened by the Notice of Annual General Meeting dated 30 April 2018, Nostrum Oil & Gas PLC ("Nostrum", or "the Company"), an independent oil and gas company engaging in the production, development and exploration of oil and gas in the pre-Caspian Basin, is pleased to announce that all resolutions set out in the Notice of Annual General Meeting were approved by shareholders. The results of the poll for each resolution were as follows:
Resolution |
For |
% |
Against |
% |
Withheld |
To receive the Company's Annual Report and Accounts for the year ended 31 December 2017. |
145,406,349 |
99.99 |
10,825 |
0.01 |
60,887 |
To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, in the form set out in the Company's Annual Report and Accounts for the year ended 31 December 2017. |
109,351,784 |
75.17 |
36,126,277 |
24.83 |
0 |
To approve the Directors' Remuneration Policy in the form set out in the Company's Annual Report and Accounts for the year ended 31 December 2017 |
95,280,475 |
65.49 |
50,197,586 |
34.51 |
0 |
To re-appoint Mr Gupta as a Director. |
128,834,627 |
89.27 |
15,491,846 |
10.73 |
1,151,588 |
To re-appoint Mr Kessel as a Director. |
144,642,387 |
99.43 |
835,674 |
0.57 |
0 |
To re-appoint Mr Richardson as a Director. |
144,638,380 |
99.42 |
839,681 |
0.58 |
0 |
To re-appoint Ms Van Hecke as a Director. |
138,960,086 |
95.59 |
6,411,948 |
4.41 |
106,027 |
To re-appoint Sir Christopher Codrington, Bt. as a Director. |
137,531,839 |
94.61 |
7,840,195 |
5.39 |
106,027 |
To re-appoint Mr Martin as a Director. |
121,376,045 |
83.49 |
23,995,989 |
16.51 |
106,027 |
To re-appoint Mr Calvey as a Director. |
126,946,134 |
87.33 |
18,425,900 |
12.67 |
106,027 |
To appoint Mr Byrne as a Director. |
129,540,992 |
89.05 |
15,937,069 |
10.95 |
0 |
To appoint Mr Cocker as a Director |
140,861,718 |
96.90 |
4,510,316 |
3.10 |
106,027 |
To re-appoint Ernst & Young LLP as Auditor of the Company. |
144,642,817 |
99.43 |
835,244 |
0.57 |
0 |
To authorise the Directors to determine the Auditor's remuneration on the recommendation of the Audit Committee. |
144,642,038 |
99.43 |
836,023 |
0.57 |
0 |
To authorise the Company to allot shares pursuant to section 551 of the Companies Act 2006. |
142,278,967 |
97.80 |
3,199,094 |
2.20 |
0 |
To dis-apply statutory pre-emption rights pursuant to Section 570 of the Companies Act 2006. |
143,227,693 |
98.45 |
2,250,368 |
1.55 |
0 |
To approve the calling of a general meeting, other than an annual general meeting, on not less than 14 clear days' notice. |
145,104,295 |
99.74 |
373,766 |
0.26 |
0 |
To authorise the Company to make market purchases of its own ordinary shares pursuant to section 693(4) of the Companies Act 2006. |
143,217,379 |
98.45 |
2,249,619 |
1.55 |
11,063 |
To authorise the Company to make off-market purchases of its own ordinary shares pursuant to Section 693(2) of the Companies Act 2006. |
142,876,026 |
98.22 |
2,590,972 |
1.78 |
11,063 |
The Board of Directors note that resolutions 2 and 3 relating to the Company's Directors' Remuneration Report and Directors' Remuneration Policy received votes of 75.17% and 65.49%, respectively in favour but recognises that a significant minority of shareholders voted against these resolutions.
The Remuneration Committee and the Board as a whole believe that the revised Directors' Remuneration Policy is aligned with the Company's long-term strategy.
However, in response to feedback received from shareholders regarding the Company's Directors' Remuneration Report and Directors' Remuneration Policy and in order to comply with corporate governance best practice and the UK Corporate Governance Code:
1. the Company's non-executive directors ("NEDs") have agreed: (a) to renounce the LTIP awards made to them in 2017 and (b) that they will not accept any future LTIP awards from the Company;
2. the Company will not make any further LTIP awards to its NEDs; and
3. the Company will amend its Directors' Remuneration Policy in due course to preclude the making of any LTIP awards to its NEDs in the future.
Going forward, the Remuneration Committee is committed to continuing an open dialogue with all shareholders and advisory bodies.
A "Vote Withheld" is not a vote in law and is not counted in the calculation of proportion of votes "For" or "Against" a resolution.
As at the date of the AGM, the number of issued shares of the Company was 188,182,958 ordinary shares of £0.01 each.
The total number of votes cast, including "Votes Withheld" was 145,478,061; percentage of votes cast was 77.31%.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism, and can be viewed at http://www.morningstar.co.uk/uk/nsm.
Further information:
For further information please visit www.nog.co.uk
Further enquiries:
Nostrum Oil & Gas PLC - Investor Relations
Kirsty Hamilton-Smith
Amy Barlow
ir@nog.co.uk
+ 44 (0) 203 740 7430
Instinctif Partners - UK
David Simonson
+ 44 (0) 207 457 2020
Promo Group Communications - Kazakhstan
Asel Karaulova
+ 7 (727) 264 67 37
About Nostrum
Nostrum Oil & Gas PLC is an independent oil and gas company currently engaging in the production, development and exploration of oil and gas in the pre-Caspian Basin. Its shares are listed on the London Stock Exchange (ticker symbol: NOG). The principal producing asset of Nostrum is the Chinarevskoye field, in which it holds a 100% interest and is the operator through its wholly-owned subsidiary Zhaikmunai LLP. In addition, Nostrum holds a 100% interest in and is the operator of the Rostoshinskoye, Darinskoye and Yuzhno-Gremyachenskoye oil and gas fields through the same subsidiary. Located in the pre-Caspian basin to the north-west of Uralsk, these exploration and development fields are situated approximately 60 and 120 kilometres respectively from the Chinarevskoye field.
Forward-Looking Statements
Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Group or its officers with respect to various matters. When used in this document, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements.
No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by the Listing Rules and applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.