Nostrum Oil&gas Regulatory News (NOG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

London, 19 December 2025

Further statement in relation to AGM vote

Nostrum Oil & Gas PLC (LSE: NOG) ("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, notifies that in its 2025 AGM results announcement issued on 30 June 2025, the Company noted that:

· Resolution 2, which proposed to approve the Directors' Remuneration Report, resolution 3, which proposed to reappoint Arfan Khan as a director, resolution 5, which proposed to reappoint Chris Hopkinson as a director and resolution 11, which proposed to permit a notice period of 14 days for general meetings (other than an annual general meeting), were not passed by shareholders; and

· Resolution 4, which proposed to reappoint Stephen Whyte as a director and resolution 6, which proposed to reappoint Fiona Paulus as a director, were both duly passed by shareholders but both resolutions received less than 80% of the votes in favour.

Following the 2025 AGM, the Board engaged with shareholders in respect of the votes received against these resolutions to better understand these outcomes.

The main themes expressed by some shareholders in relation to the votes against mentioned above were that:

· Payments made in 2025 under the Company's management incentive plan were considered improper and/or excessive;

· It was considered that the determination made on satisfaction of performance conditions for certain payments under the management incentive plan was inappropriate or should have been subject to stakeholders' discretion;

· The timing of certain management incentive plan payments was considered inappropriate.

Given the feedback received from shareholders to date the Board is reviewing the operation of the management incentive plan. The Company's senior management and Board composition have changed in the period since the AGM, including a new appointment as head of the Remuneration Committee. In its renewed composition, the Board is reviewing and considering suitable amendments to the Remuneration Committee terms of reference, revisions to the management incentive plan and ceasing further grants, releases and/or payouts of awards under the management incentive plan.

The Board is committed to continuing its engagement and dialogue with the Company's shareholders on these and other matters to better understand the reasons behind the voting results at the 2025 AGM and to inform future Board discussions, decision-making and actions, and welcomes their feedback.

A final summary of the views heard during such consultation will be published in the Company's next annual report.

LEI: 2138007VWEP4MM3J8B29

Further information

For further information please visit www.nostrumoilandgas.com  

Further enquiries

Nostrum Oil & Gas PLC

Yelena Zhuravleva, CFO

ir@nog.co.uk

TEAM LEWIS

Galyna Kulachek

+ 44 (0) 20 7802 2664

nostrum@teamlewis.com

Notifying person

Thomas Hartnett

Company Secretary

About Nostrum Oil & Gas

Nostrum Oil & Gas PLC is an independent mixed-asset energy company with world-class gas processing facilities and export hub in north-west Kazakhstan. Its shares are listed on the London Stock Exchange (ticker symbol: NOG). The principal producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye field which is operated by its wholly-owned subsidiary Zhaikmunai LLP, which is the sole holder of the subsoil use rights with respect to the development of the Chinarevskoye field. The Company also owns an 80% interest in Positiv Invest LLP, which holds the subsoil use rights for the "Kamenskoe" and "Kamensko-Teplovsko-Tokarevskoe" areas in the West Kazakhstan region (the Stepnoy Leopard fields).

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 Company 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 nor 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 relevant 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.