TIDMNOG
RNS Number : 3821Q
Nostrum Oil & Gas PLC
05 June 2018
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 GBP0.01 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.
This information is provided by RNS, the news service of the
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END
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