Gulf Keystone Petroleum Ltd. Result of AGM (1459Q)

TIDMGKP

RNS Number : 1459Q

Gulf Keystone Petroleum Ltd.

24 June 2022

24 June 2022

Gulf Keystone Petroleum Ltd. (LSE: GKP)

("Gulf Keystone", "GKP" or "the Company")

Result of Annual General Meeting

The Board of Gulf Keystone is pleased to announce that all the resolutions proposed at the Company's Annual General Meeting ("AGM") held today at 10 A.M (CET) via webcast, were duly passed by shareholders.

The results of the AGM are as follows:

 
 RESOLUTION               VOTES FOR       %        VOTES        %      VOTES TOTAL      % of 
                                                   AGAINST                            ISC VOTED      VOTES 
                                                                                                   WITHHELD 
 1. THAT Deloitte 
  LLP be re-appointed 
  as the Company's 
  auditor to 
  hold office 
  from the close 
  of this meeting 
  until the close 
  of the Company's 
  next annual 
  general meeting 
  and that the 
  Board of Directors 
  be authorised 
  to determine 
  the auditor's 
  remuneration.          110,933,814   99.11%     991,083     0.89%    111,924,897     51.76%       2,613 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 2. THAT Mr 
  Jaap Huijskes, 
  be and is hereby 
  re-appointed 
  as a Director 
  in accordance 
  with the Bye-laws.     74,733,680    67.94%    35,268,209   32.06%   110,001,889     50.87%     1,934,253 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 3. THAT Mr 
  Martin Angle, 
  be and is hereby 
  re-appointed 
  as a Director 
  in accordance 
  with the Bye-laws.     78,418,358    98.43%    1,253,425    1.57%    79,671,783      36.84%     32,264,598 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 4. THAT Mr 
  David Thomas, 
  be and is hereby 
  re-appointed 
  as a Director 
  in accordance 
  with the Bye-laws.     78,773,577    98.86%     908,593     1.14%    79,682,170      36.85%     32,256,229 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 5. THAT Ms 
  Kimberley Wood, 
  be and is hereby 
  re-appointed 
  as a Director 
  in accordance 
  with the Bye-laws.     77,630,090    97.43%    2,050,072    2.57%    79,680,162      36.85%     32,256,229 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 6. THAT Mr 
  Garrett Soden 
  be and is hereby 
  appointed as 
  a Director 
  in accordance 
  with the Bye-laws.     97,223,170    92.95%    7,378,843    7.05%    104,602,013     48.37%     7,336,378 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 7. THAT Mr 
  Ian Weatherdon, 
  be and is hereby 
  re-appointed 
  as a Director 
  in accordance 
  with the Bye-laws.     78,359,418    70.06%    33,492,730   29.94%   111,852,148     51.72%       84,233 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 8. THAT Mr 
  Jon Harris 
  be and is hereby 
  appointed as 
  a Director 
  in accordance 
  with the Bye-laws.     110,925,305   99.10%    1,007,999    0.90%    111,933,304     51.76%       3,087 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 9. THAT the 
  Directors' 
  Remuneration 
  Report as set 
  out in the 
  Annual Report 
  for the year 
  ended 31 December 
  2021 be and 
  is hereby approved.    110,847,974   99.11%     993,865     0.89%    111,841,839     51.72%       96,552 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 10. THAT the 
  Directors' 
  Remuneration 
  Policy described 
  on pages 87 
  to 92 of the 
  Annual Report 
  of the Company 
  for the year 
  ended 31 December 
  2021 be and 
  is hereby approved 
  and adopted 
  and that the 
  Remuneration 
  Committee of 
  the Board is 
  hereby authorised 
  to do all acts 
  and things 
  necessary to 
  bring the same 
  into effect.           110,834,274   99.11%     995,689     0.89%    111,829,963     51.71%      107,978 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 11. THAT a 
  dividend of 
  $25 million 
  payable in 
  cash on the 
  Common Shares 
  for the financial 
  year ended 
  31 December 
  2021 in the 
  form of an 
  ordinary dividend 
  is declared 
  and approved.          112,578,177   100.00%       56       0.00%    112,578,233     52.06%        355 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 12. THAT a 
  dividend of 
  $50 million 
  payable in 
  cash on the 
  Common Shares 
  in the form 
  of a special 
  dividend is 
  declared and 
  approved.              112,576,549   100.00%       56       0.00%    112,576,605     52.06%       2,108 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 13. THAT the 
  Company be 
  generally and 
  unconditionally 
  authorised 
  to make market 
  purchases of 
  its Common 
  Shares in such 
  manner as the 
  Directors shall 
  from time to 
  time determine, 
  provided that: 
  i. the maximum 
  aggregate number 
  of Common Shares 
  hereby authorised 
  to be purchased 
  is 21,624,753 
  (representing 
  approximately 
  10% of the 
  aggregate issued 
  Ordinary Share 
  capital of 
  the Company 
  as at 10 May 
  2022); ii. 
  the minimum 
  price (exclusive 
  of any expenses) 
  which may be 
  paid for a 
  Common Share 
  is its nominal 
  value; and 
  the maximum 
  price (exclusive 
  of any expenses) 
  which may be 
  paid for a 
  Common Share 
  is not more 
  than the higher 
  of: (a) an 
  amount equal 
  to 5% above 
  the average 
  of the middle 
  market quotations 
  of the Common 
  Shares in the 
  Company (as 
  derived from 
  the London 
  Stock Exchange 
  Daily Official 
  List) for the 
  five business 
  days immediately 
  preceding the 
  date on which 
  that Common 
  Share is contracted 
  to be purchased; 
  and (b) an 
  amount equal 
  to the higher 
  of: i. the 
  price of the 
  last independent 
  trade of a 
  Common Share; 
  ii. the highest 
  current independent 
  bid for a Common 
  Share on the 
  London Stock 
  Exchange at 
  the time the 
  purchase is 
  carried out, 
  as derived 
  from the London 
  Stock Exchange 
  Trading System; 
  and iii. such 
  authority shall 
  expire (unless 
  otherwise renewed, 
  varied or revoked 
  by the Company 
  in a general 
  meeting) at 
  the conclusion 
  of the AGM 
  of the Company 
  in 2023 except 
  that the Company 
  may at any 
  time prior 
  to the expiry 
  of such authority 
  make a contract 
  or contracts 
  to purchase 
  Common Shares 
  which will 
  or might be 
  completed or 
  executed wholly 
  or partly after 
  the expiration 
  of such authority 
  and may make 
  a purchase 
  of Common Shares 
  in pursuance 
  of any such 
  contract or 
  contracts and 
  may hold as 
  Treasury Shares 
  any Common 
  Shares purchased 
  pursuant to 
  the authority 
  conferred in 
  this resolution.       112,095,943   100.00%     2,800      0.00%    112,098,743     51.84%      459,964 
                        ------------  --------  -----------  -------  ------------  -----------  ----------- 
 

The Board notes that Resolutions 2 and 7 were duly passed but did not attain the support of more than 80% of shareholders who voted. Substantially all the votes against resolutions 2 and 7 were from a single major shareholder, who voted against the re-election of the same Directors at the 2021 AGM.

As set out in provision 4 of the 2018 UK Corporate Governance Code, the Board will consult and engage with the single major shareholder, along with the Company's other major shareholders as appropriate, and will provide an update within six months of the AGM.

The Board engages with the single major shareholder on an ongoing basis and their views were solicited as part of a specific consultation exercise following the 2021 AGM. The Board carefully considered their opinions and addressed them, to the extent possible or necessary. The Company's other major shareholders remain supportive of the re-election of the Chairman and Chief Financial Officer, together with the other independent members of the Board. The Board continues to hold every confidence in the Chairman and Chief Financial Officer, recognising the value and contribution they bring to the Company.

Enquiries:

 
Gulf Keystone:                            [phone] 
Aaron Clark, Head of Investor Relations   [e-mail] 
 
Celicourt Communications:                 + 44 (0) 20 8434 2754 
Mark Antelme                              [e-mail] 
 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. Further information on Gulf Keystone is available on its website www.gulfkeystone.com

Disclaimer

This announcement contains certain forward-looking statements that are subject to the risks and uncertainties associated with the oil & gas exploration and production business. These statements are made by the Company and its 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 risks and uncertainties, including both economic and business factors and/or factors beyond the Company's control or within the Company's control where, for example, the Company decides on a change of plan or strategy. 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.

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June 24, 2022 07:08 ET (11:08 GMT)