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30 Jun 2023 12:34
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, 30 June 2023
Results of Annual General Meeting
Following today's Annual General Meeting ("AGM"), convened by the Notice of AGM dated 6 June 2023, 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, announces the results of the poll for each resolution set out in the Notice of AGM. The results of the poll for each resolution were as follows:
NO | RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD |
1. | To receive the Company's Annual Report and Accounts for the year ended 31 December 2022. | 79,446,736 | 97.16 | 2,323,125 | 2.84 | 81,769,861 | 48.28 | 1,300 |
2. | 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 2022. | 68,102,538 | 83.28 | 13,668,623 | 16.72 | 81,771,161 | 48.28 | 0 |
3. | To approve a new remuneration policy and to authorise the Remuneration Committee to do all acts and things it may consider necessary or desirable in connection with the same. | 65,661,825 | 80.30 | 16,109,336 | 19.70 | 81,771,161 | 48.28 | 0 |
4. | To reappoint Mr Khan as a Director. | 79,446,682 | 97.16 | 2,324,479 | 2.84 | 81,771,161 | 48.28 | 0 |
5. | To appoint Mr Whyte as a director | 68,102,592 | 83.28 | 13,668,569 | 16.72 | 81,771,161 | 48.28 | 0 |
6. | To appoint Mr Cox as a director | 68,102,592 | 83.28 | 13,668,569 | 16.72 | 81,771,161 | 48.28 | 0 |
7. | To appoint Mr Hopkinson as a director | 68,102,592 | 83.28 | 13,668,569 | 16.72 | 81,771,161 | 48.28 | 0 |
8. | To appoint Ms Paulus as a director | 79,446,682 | 97.16 | 2,324,479 | 2.84 | 81,771,161 | 48.28 | 0 |
9. | To appoint Mr Gudgeon as a director | 68,102,592 | 83.28 | 13,668,569 | 16.72 | 81,771,161 | 48.28 | 0 |
10. | To appoint MacIntyre Hudson LLP as Auditor of the Company. | 68,102,538 | 83.29 | 13,667,323 | 16.71 | 81,769,861 | 48.28 | 1,300 |
11. | To authorise the Directors to determine the Auditor's remuneration on the recommendation of the Audit Committee. | 79,446,682 | 97.16 | 2,323,179 | 2.84 | 81,769,861 | 48.28 | 1,300 |
12. | To authorise the Directors to allot Ordinary Shares.* | Not applicable | - | Not applicable | - | Not applicable | - | Not applicable |
13. | To disapply preemption rights generally.* | Not applicable | - | Not applicable | - | Not applicable | - | Not applicable |
14. | To disapply preemption rights in connection with an acquisition or specified capital investment.* | Not applicable | - | Not applicable | - | Not applicable | - | Not applicable |
* Following the publication of the Notice of AGM on 6 June 2023, certain of the Company's shareholders engaged with the Company and questioned the need for the proposed resolutions given that the Company has no immediate need to issue shares and raise additional capital following the successful completion of the restructuring in February 2023. In light of such shareholder feedback, the Board decided to withdraw Resolutions 12, 13 and 14 from the meeting.
Votes "for" include proxy appointments which give discretion to the Chairman of the AGM.
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.
For the purposes of section 341 of the UK Companies Act 2006, the votes validly cast are expressed in the table as a percentage of the Company's total issued ordinary share capital (excluding shares held in treasury) as at close of business on Wednesday 28 June 2023 being the time at which a shareholder had to be registered in the Company's register of members in order to attend and vote at the AGM. The number of issued ordinary shares of the Company was 169,381,561 ordinary shares of £0.01 each.
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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
LEI: 2138007VWEP4MM3J8B29
Further information
For further information please visit www.nog.co.uk
Further enquiries
Nostrum Oil & Gas PLC
Ulugbek Makhmadiyarov
ir@nog.co.uk
Instinctif Partners - UK
Tim McCall
Galyna Kulachek
Vivian Lai
+ 44 (0) 207 457 2020
nostrum@instinctif.com
About Nostrum Oil & Gas
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) and the Astana International Exchange (ticker symbol: NOG). The principal producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye field that is being operated by a wholly-owned subsidiary of Nostrum Oil & Gas PLC - Zhaikmunai LLP, who is the sole holder of the subsoil use rights with respect to the development of the 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 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.
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