Nostrum Oil & Gas PLC Result of AGM (3821Q)

TIDMNOG

RNS Number : 3821Q

Nostrum Oil & Gas PLC

05 June 2018

London, 5 June 2018

Results of Annual General Meeting

Following today's Annual General Meeting, convened by the Notice of Annual General Meeting dated 30 April 2018, 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 that all resolutions set out in the Notice of Annual General Meeting were approved by shareholders. 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 
  2017.                      145,406,349     99.99     10,825         0.01      60,887 
------------------------  --------------  --------  -------------  --------  ------------ 
 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 
  2017.                      109,351,784     75.17     36,126,277     24.83     0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To approve 
  the Directors' 
  Remuneration 
  Policy in the 
  form set out 
  in the Company's 
  Annual Report 
  and Accounts 
  for the year 
  ended 31 December 
  2017                       95,280,475      65.49     50,197,586     34.51     0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Mr Gupta as 
  a Director.                128,834,627     89.27     15,491,846     10.73     1,151,588 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Mr Kessel as 
  a Director.                144,642,387     99.43     835,674        0.57      0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Mr Richardson 
  as a Director.             144,638,380     99.42     839,681        0.58      0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Ms Van Hecke 
  as a Director.             138,960,086     95.59     6,411,948      4.41      106,027 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Sir Christopher 
  Codrington, 
  Bt. as a Director.         137,531,839     94.61     7,840,195      5.39      106,027 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Mr Martin as 
  a Director.                121,376,045     83.49     23,995,989     16.51     106,027 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Mr Calvey as 
  a Director.                126,946,134     87.33     18,425,900     12.67     106,027 
------------------------  --------------  --------  -------------  --------  ------------ 
 To appoint 
  Mr Byrne as 
  a Director.                129,540,992     89.05     15,937,069     10.95     0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To appoint 
  Mr Cocker as 
  a Director                 140,861,718     96.90     4,510,316      3.10      106,027 
------------------------  --------------  --------  -------------  --------  ------------ 
 To re-appoint 
  Ernst & Young 
  LLP as Auditor 
  of the Company.            144,642,817     99.43     835,244        0.57      0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To authorise 
  the Directors 
  to determine 
  the Auditor's 
  remuneration 
  on the recommendation 
  of the Audit 
  Committee.                 144,642,038     99.43     836,023        0.57      0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To authorise 
  the Company 
  to allot shares 
  pursuant to 
  section 551 
  of the Companies 
  Act 2006.                  142,278,967     97.80     3,199,094      2.20      0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To dis-apply 
  statutory pre-emption 
  rights pursuant 
  to Section 
  570 of the 
  Companies Act 
  2006.                      143,227,693     98.45     2,250,368      1.55      0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To approve 
  the calling 
  of a general 
  meeting, other 
  than an annual 
  general meeting, 
  on not less 
  than 14 clear 
  days' notice.              145,104,295     99.74     373,766        0.26      0 
------------------------  --------------  --------  -------------  --------  ------------ 
 To authorise 
  the Company 
  to make market 
  purchases of 
  its own ordinary 
  shares pursuant 
  to section 
  693(4) of the 
  Companies Act 
  2006.                      143,217,379     98.45     2,249,619      1.55      11,063 
------------------------  --------------  --------  -------------  --------  ------------ 
 To authorise 
  the Company 
  to make off-market 
  purchases of 
  its own ordinary 
  shares pursuant 
  to Section 
  693(2) of the 
  Companies Act 
  2006.                      142,876,026     98.22     2,590,972      1.78      11,063 
------------------------  --------------  --------  -------------  --------  ------------ 
 

The Board of Directors note that resolutions 2 and 3 relating to the Company's Directors' Remuneration Report and Directors' Remuneration Policy received votes of 75.17% and 65.49%, respectively in favour but recognises that a significant minority of shareholders voted against these resolutions.

The Remuneration Committee and the Board as a whole believe that the revised Directors' Remuneration Policy is aligned with the Company's long-term strategy.

However, in response to feedback received from shareholders regarding the Company's Directors' Remuneration Report and Directors' Remuneration Policy and in order to comply with corporate governance best practice and the UK Corporate Governance Code:

1. the Company's non-executive directors ("NEDs") have agreed: (a) to renounce the LTIP awards made to them in 2017 and (b) that they will not accept any future LTIP awards from the Company;

   2.   the Company will not make any further LTIP awards to its NEDs; and 

3. the Company will amend its Directors' Remuneration Policy in due course to preclude the making of any LTIP awards to its NEDs in the future.

Going forward, the Remuneration Committee is committed to continuing an open dialogue with all shareholders and advisory bodies.

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 GBP0.01 each.

The total number of votes cast, including "Votes Withheld" was 145,478,061; percentage of votes cast was 77.31%.

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 http://www.morningstar.co.uk/uk/nsm.

Further information:

For further information please visit www.nog.co.uk

Further enquiries:

Nostrum Oil & Gas PLC - Investor Relations

Kirsty Hamilton-Smith

Amy Barlow

[e-mail]

+ 44 (0) 203 740 7430

Instinctif Partners - UK

David Simonson

+ 44 (0) 207 457 2020

Promo Group Communications - Kazakhstan

Asel Karaulova

+ 7 (727) 264 67 37

About Nostrum

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 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 holds a 100% interest in and is the operator of the Rostoshinskoye, Darinskoye and Yuzhno-Gremyachenskoye oil and gas fields through the same subsidiary. Located in the pre-Caspian basin to the north-west of Uralsk, these exploration and development fields are situated approximately 60 and 120 kilometres respectively 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 Group 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 or 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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June 05, 2018 09:56 ET (13:56 GMT)