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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, 9 June 2021
Results of Annual General Meeting
Following today's Annual General Meeting, convened by the Notice of Annual General Meeting dated 7 May 2021, 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 the results of the poll for each resolution set out in the Notice of Annual General Meeting. 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 2020. | 105,776,784
| 99.97
| 26,722
| 0.03 | 988,250
|
To approve the payment of a maximum annual bonus of 240% of base compensation to Arfan Khan. | 105,577,553 | 99.79 | 225,953 | 0.21 | 988,250
|
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 2020. | 105,579,672
| 99.80
| 214,349
| 0.20
| 997,735
|
To re-appoint Mr Gupta as a Director. | 105,605,157
| 99.81
| 198,349
| 0.19
| 988,250
|
To re-appoint Ms van Hecke as a Director. | 105,774,791
| 99.97
| 28,715
| 0.03
| 988,250
|
To re-appoint Sir Christopher Codrington, Bt. as a Director. | 105,774,242 | 99.97
| 29,264
| 0.03
| 988,250
|
To re-appoint Mr Cocker as a Director. | 105,609,206 | 99.82 | 194,300 | 0.18 | 988,250
|
To re-appoint Mr Khan as a Director. | 105,621,157 | 99.83 | 182,349 | 0.17 | 988,250
|
To re-appoint Ernst & Young LLP as Auditor of the Company. | 105,787,964
| 99.99
| 13,549
| 0.01
| 990,243
|
To authorise the Directors to determine the Auditor's remuneration on the recommendation of the Audit Committee. | 105,786,742
| 99.98
| 16,764
| 0.02
| 988,250
|
To authorise the Company to allot shares pursuant to section 551 of the Companies Act 2006.* | 66,300,481
| 62.66
| 39,503,025
| 37.34
| 988,250
|
To dis-apply statutory pre-emption rights pursuant to Section 570 of the Companies Act 2006.** | Not applicable
| Not applicable
| Not applicable
| Not applicable
| Not applicable
|
To approve the calling of a general meeting, other than an annual general meeting, on not less than 14 clear days' notice. | 105,775,338
| 99.97
| 28,168
| 0.03
| 988,250
|
To authorise the Company to make market purchases of its own ordinary shares pursuant to section 693(4) of the Companies Act 2006.** | Not applicable
| Not applicable
| Not applicable
| Not applicable
| Not applicable
|
To authorise the Company to make off-market purchases of its own ordinary shares pursuant to Section 693(2) of the Companies Act 2006.** | Not applicable
| Not applicable
| Not applicable
| Not applicable
| Not applicable
|
*With the consent of the meeting, resolution 11 relating to the allotment of ordinary shares was passed as corrected in the Notice of Annual General Meeting uploaded to the Company's website on 13 May 2021. The Board of Directors notes that resolution 11 received a vote of 62.66% in favour but recognises that a significant minority of shareholders voted against this resolution. The Company intends to carry on an open dialogue and consultation with shareholders and their advisory bodies in order to better understand the reasons behind the result and to explain the Company's position regarding the allotment of ordinary shares.
*\* This resolution was withdrawn before the meeting.
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 106,791,756; percentage of votes cast was 56.75%.
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
Martin Cocker - Chief Financial Officer
ir@nog.co.uk
Instinctif Partners - UK
Mark Garraway
Sarah Hourahane
Galyna Kulachek
+ 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). The principal producing asset of Nostrum Oil & Gas PLC 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 Oil & Gas holds a 100% interest in and is the operator of the Rostoshinskoye oil and gas field through the same subsidiary. Located in the pre-Caspian basin to the north-west of Uralsk, this exploration and development field is situated approximately 100 kilometres 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 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 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.