Gulf Keystone Petroleum Ltd. Result of AGM (3637R)

TIDMGKP

RNS Number : 3637R

Gulf Keystone Petroleum Ltd.

08 December 2016

Not for release, publication or distribution, directly or indirectly, in whole or in part in or into the United States or any jurisdiction other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws or regulations of such jurisdiction. This announcement (and the information contained herein) does not contain or constitute an offer to sell or the solicitation of an offer to purchase, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale would constitute a contravention of the relevant laws or regulations of such jurisdiction.

8 December 2016

Gulf Keystone Petroleum Ltd. (LSE: GKP)

("Gulf Keystone" or "the Company")

Results of 2016 Annual General Meeting

The Board of Gulf Keystone announces that all the resolutions proposed at the Company's Annual General Meeting ("AGM") held today at 12.00 noon (local time) in Dublin, were duly passed by shareholders.

After receiving feedback from key stakeholders in the Company, Resolutions 9 and 10 were amended and put to the AGM by the Chairman as permitted by the by laws and were approved at the meeting as follows.

Resolution 9

Resolution 9 is set out in the Notice of Annual General Meeting dated 16 November 2016 and relates to the 2016 Gulf Keystone Value Creation Plan (VCP). The principal terms of the VCP are summarised in Part 2 of the Circular.

The changes made to the VCP are as follows:

-- A reduction is being made to the percentage of the incremental value created above the hurdle growth rate which is distributed to the Executive. The reduction is from 10% to 8%.

-- A cap of $US20m is being introduced to the total value of the Nil Cost Options, i.e. at each Measurement Date the aggregate value of all Nil Cost Options granted at previous Measurement Dates and at that Measurement Date shall not exceed $20million. The value of Nil Cost Options for these purposes being the value at the Measurement Date in respect of which they were granted.

   --      The share price for the purposes of measuring the VCP is based on a US$350 million market capitalization; an increase from US$300 million. 

-- A change to the special provision in the event of a change of control. If the Company enters into a binding sale agreement before 31(st) December 2017, the value of the units held by participants shall equal 2% of the acquisition price of the Company, less the value provided under the 2016 Staff Retention Scheme. This date has changed from 13(th) July 2017.

-- Regarding the distribution of the incentive pot, the discretion is given to the Board to make the distribution that is justified in their view.

Resolution 10

Resolution 10 is set out in the Notice of Annual General Meeting dated 16 November 2016 and relates to the 2016 Gulf Keystone Staff Retention Plan (SRP). The principal terms of the SRP are summarised in Part 3 of the Circular dated 16 November 2016.

The changes to the SRP related to where the Company enters into a binding sale agreement before 31(st) December 2017 (instead of 13(th) July, 2017) and provide that outstanding options become exercisable up to a maximum of 50%.

The results of the AGM are as follows:

 
      Resolution             VOTES          %         VOTES         %         VOTES         % of      VOTES 
                               FOR                   AGAINST                   TOTAL         ISC     WITHHELD 
                                                                                            VOTED 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 1. To re-appoint 
  Deloitte LLP 
  as the Company's 
  Auditor and 
  for the Board 
  to determine 
  their remuneration     14,805,546,825   93.85     969,449,908    6.15   15,774,996,733   68.76%   5,620,665 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 2. To re-appoint 
  Mr Jón 
  Ferrier as 
  a Director             15,755,307,480   99.84      25,062,371    0.16   15,780,369,851   68.78%     375,901 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 3. To re-appoint 
  Mr Sami Zouari 
  as a Director          14,803,713,329   93.81     976,635,941    6.19   15,780,349,270   68.78%     396,482 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 4. To re-appoint 
  Mr Keith Lough 
  as a Director          12,368,548,879   78.38   3,411,819,572   21.62   15,780,368,451   68.78%     377,301 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 5. To re-appoint 
  Mr Philip 
  Dimmock as 
  a Director             14,801,659,234   93.82     974,575,282    6.18   15,776,234,516   68.76%   4,382,882 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 6. To appoint 
  Mr Garrett 
  Soden as a 
  Director               15,754,869,794   99.84      25,478,076    0.16   15,780,347,870   68.78%     397,882 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 7. To appoint 
  Mr David H 
  Thomas as 
  a Director             15,754,871,187   99.84      25,348,329    0.16   15,780,219,516   68.78%     397,882 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 8. To approve 
  the Annual 
  Report on 
  Remuneration 
  for Director 
  as set out 
  in the Annual 
  Report for 
  the year ended 
  31 December 
  2015                   14,797,916,740   93.77     982,442,239    6.23   15,780,358,979   68.78%     386,773 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 9. To approve 
  the Value 
  Creation Plan 
  as amended             12,359,083,478   78.32   3,421,361,397   21.68   15,780,444,875   68.78%     300,877 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 10. To approve 
  the Staff 
  Retention 
  Plan as amended        12,360,173,562   78.33   3,420,150,260   21.67   15,780,323,822   68.78%     421,930 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 11. To amend 
  the Directors' 
  Remuneration 
  Policy                 14,795,572,075   93.76     984,505,091    6.24   15,780,077,166   68.78%     352,473 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 12. To approve 
  Share Consolidation    15,750,435,331   99.84      25,957,984    0.16   15,776,393,315   68.76%   4,352,437 
----------------------  ---------------  ------  --------------  ------  ---------------  -------  ---------- 
 

The total number of shares in issue at 8 December 2016 was 22,942,956,605.

The full text of the resolutions may be found in the Notice of the Annual General Meeting, which is available on the Company's website http://www.gulfkeystone.com/.

Enquiries:

 
 Gulf Keystone Petroleum:       [phone] 
 Jón Ferrier, CEO 
 Sami Zouari, CFO 
 Anastasia Vvedenskaya, Head 
  of Investor Relations 
 
 Celicourt Communications:      [phone] 
 Mark Antelme 
  Jimmy Lea 
 

or visit: www.gulfkeystone.com

Notes to Editors:

-- Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent operator and producer in the Kurdistan Region of Iraq and the operator of the Shaikan field with current production capacity of 40,000 barrels of oil per day

   --           Further information on Gulf Keystone is available on its website www.gulfkeystone.com 

Disclaimer

This announcement contains certain forward-looking statements. These statements are made by the Company's Directors in good faith based on the information available to them up to the time of their approval of this announcement but such statements should be treated with caution due to inherent uncertainties, including both economic and business factors, underlying such forward-looking information. This announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. This announcement should not be relied on by any other party or for any other purpose.

This information is provided by RNS

The company news service from the London Stock Exchange

END

RAGFSSFIAFMSEEE

(END) Dow Jones Newswires

December 08, 2016 10:23 ET (15:23 GMT)