Petroceltic International PLC Result of AGM (0886U)

TIDMPCI

RNS Number : 0886U

Petroceltic International PLC

24 July 2015

Dublin

24 July 2015

Petroceltic International plc

Results of Annual General Meeting

Petroceltic International plc, ("Petroceltic" or "the Company") the upstream oil and gas exploration and production company focused on North Africa, the Mediterranean and Black Sea regions, announces the results of the resolutions proposed at the Annual General Meeting held earlier today as follows:

Resolutions 1 to 7, as set out in the Notice of Annual General Meeting dated 29 June 2015, were all duly approved by shareholders. Resolutions 8 to 10, which were proposed as special resolutions, and which required approval of shareholders representing not less than 75% of votes cast, were not carried.

Memorandum and Articles of Association of the Company

Resolution 9 proposed the amendment of the Company's existing memorandum of association and Resolution 10 proposed the adoption of revised articles of association for the Company. Both resolutions were being proposed in response to the enactment of the Companies Act 2014 (the "Act"). Substantially all of the provisions of the Act became effective on 1 June 2015. The purpose of those resolutions was to take account of the comprehensive consolidation, with amendments, of company law in Ireland effected by the Act and to make some consequential and "housekeeping" changes.

The consequences of the resolutions not being passed are as follows: The existing memorandum of Association (the "Memorandum") and articles of association (the "Articles") of the Company will continue to apply (and they will now be described, together, as the Constitution of the Company). However, the existing Memorandum and Articles will need to be read in conjunction with the new Act because (i) the existing Memorandum and Articles will contain a small number of references to provisions of, and terminology used in, the previous Companies Acts 1963 to 2013, rather than provisions of, and terminology used in, the new Act (and, for the avoidance of doubt, those new provisions and terminology will supersede the references to the old provisions and terminology); (ii) in a small number of instances, mandatory provisions of the new Act relating to company constitutions will supersede any conflicting provisions of, or will apply in addition to existing provisions in, the Articles; and (iii) the optional provisions of the new Act relating to company constitutions will apply in addition to the Articles unless the Articles already specifically provide for the matters set out in those optional provisions.

Petroceltic's existing Memorandum and Articles are available on the Company's website www.petroceltic.com.

Following the AGM, a new shareholder presentation has been uploaded to the Company website at: http://www.petroceltic.com/investor-centre/presentations

All resolutions were put to the meeting on a poll, the full results of which are given below.

 
                            VOTES        %         % OF     VOTES        %       % OF       VOTES         VOTES 
                             FOR                  ISSUED     AGAINST              ISSUED     TOTAL         WITHHELD(1) 
                                                   SHARE                          SHARE 
                                                  CAPITAL                         CAPITAL 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 1) To receive 
  and consider 
  the Report of 
  the Directors 
  and the financial 
  statements for 
  the year ended 
  31 December 2014.         83,968,623   54.84   39.22      69,159,025   45.16   32.30      153,127,648   93,660 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 2) To appoint 
  Tom Hickey as 
  a Director.               84,297,766   55.02   39.37      68,922,802   44.98   32.19      153,220,568   740 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 3) To re-appoint 
  Robert Adair 
  as a Director.            84,296,934   55.02   39.37      68,923,972   44.98   32.19      153,220,906   402 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 4) To re-appoint 
  Alan Parsley 
  as a Director.            84,299,981   55.02   39.38      68,920,966   44.98   32.19      153,220,947   361 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 5) To re-appoint 
  Ian Craig as 
  a Director.               84,296,998   55.02   39.37      68,923,857   44.98   32.19      153,220,855   313 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 6) To authorise 
  the Directors 
  to fix the remuneration 
  of the auditors 
  of the Company.           84,296,860   55.04   39.37      68,859,304   44.96   32.16      153,156,164   65,144 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 7) To authorise 
  the Directors 
  to allot relevant 
  securities (within 
  the meaning of 
  Section 1021 
  of the Companies 
  Act 2014).                84,294,280   55.01   39.37      68,926,300   44.99   32.19      153,220,580   728 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 8) To authorise 
  the Directors 
  to allot equity 
  securities for 
  cash pursuant 
  to Section 1023 
  of the Companies 
  Act 2014, as 
  if Section 1022(1) 
  of that Act did 
  not apply.*               84,294,689   55.02   39.37      68,925,434   44.98   32.19      153,220,123   1,185 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 9) To amend the 
  Memorandum and 
  Articles of Association 
  of the Company.*          84,297,368   55.04   39.37      68,857,083   44.96   32.16      153,154,451   66,857 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 10) To adopt 
  new Articles 
  of Association 
  of the Company. 
  *                         84,299,766   55.04   39.38      68,853,603   44.96   32.16      153,153,369   67,939 
-------------------------  -----------  ------  ---------  -----------  ------  ---------  ------------  ------------- 
 

*Special Resolution

(1) A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

The poll was carried out, on behalf of the Company, by Computershare. BDO acted as an independent scrutineer.

Ends

For further information, please contact:

   Brian O' Cathain /Tom Hickey, Petroceltic International        Tel: [phone] 
   Alasdair Robinson, Company Secretary                                Tel: [phone] 
   James Henderson / Rollo Crichton-Stuart, Bell Pottinger      Tel: [phone] 
   Douglas Keatinge / Joe Heron, Murray Consultants              Tel: [phone] 
   John Frain / Roland French, Davy                                          Tel: [phone] 

Notes to Editors:

Petroceltic International plc is a leading Upstream Oil and Gas Exploration and Production Company, focused on North Africa, Mediterranean and Black Sea regions, and listed on the London Stock Exchange's AIM Market and the Irish Stock Exchange's ESM Market. The Company has production, exploration and development assets in Algeria, Egypt, Bulgaria and Italy.

This information is provided by RNS

The company news service from the London Stock Exchange

END

RAGRIMFTMBBTBRA