REG - African Pioneer PLC - Result of AGM

African PioneerAnnouncement

23/08/2022 11:45

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RNS Number : 9461W  African Pioneer PLC  23 August 2022

 

23 August 2022

African Pioneer Plc

 
("African Pioneer" or the "Company")

Result of 2022 Annual General Meeting ("AGM")

 

African Pioneer plc ("APP" or the "Company"), the exploration and resource
development company with projects in Namibia, Zambia and Botswana, is pleased
to announce that at its 2022 AGM held earlier today, all resolutions as set
out in the Notice of AGM were passed.

 

Accordingly, the new incentive scheme for directors, officers, employees and
consultants providing for the payment of short-term, annual and transaction
incentive awards in cash or Company shares (as set out in the Notice of AGM)
(the "Incentive Schemes") has been approved. The principal terms of the
adopted Incentive Schemes are set out in Appendix 1 to this announcement and
will be made available on the Company's website.

 

For further information, please contact:

 

 African Pioneer Plc

+44 (0)20 7581 4477
 Colin Bird

 Executive Chairman
 Beaumont Cornish (Financial Adviser)    +44 (0) 020 7628 3396

Roland Cornish
 Novum Securities Limited (Broker)

 Jon Belliss                             +44 (0) 20 7399 9400

+44 (0)20 7581 4477

 

Beaumont Cornish (Financial Adviser)

Roland Cornish

+44 (0) 020 7628 3396

Novum Securities Limited (Broker)

Jon Belliss

 

 

+44 (0) 20 7399 9400

 

 

or visit  https://africanpioneerplc.com/ (https://africanpioneerplc.com/)

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").

 

APPENDIX to Notice of African Pioneer Plc 2022 AGM Notice of Meeting

 
Summary of the principal terms of the African Pioneer Plc Incentive Schemes (the "Incentive Schemes")

 

Overview: The Incentive Schemes are intended to put in place new short-term, annual and transaction incentive awards payable in cash and/or Company shares to align the interest of directors, officers, employees and consultants with those of shareholders. These awards are not intended to replace the Company's proposed share option scheme and shall continue until the Board of the Company have put an alternative incentive scheme to the Company's shareholders which the Company's shareholders have approved.

 

Eligibility: Directors, officers, employees and consultants of the African
Pioneer Plc group ("Eligible Participants"). Eligible Participants, who are
good leavers, may continue to be eligible for awards for up to 12 months from
their resignation or retirement.

 

Operation and purpose: The remuneration committee of the Company will make awards to Eligible Participants to reward, retain and recruit Eligible Participants and reward performances against performance measures determined by the remuneration committee. A member of the remuneration committee will not participate in the determining of their own award.  The remuneration committee will in determining awards relative to annual salary have regard to median salaries of public company executives in the annual KPMG or similar type comparative survey of the remuneration of public company executives of companies with comparable projects at a similar stage of development to African Pioneer Plc ("Comparable Median Annual Salary"). The remuneration committee will in making awards determine appropriate key performance indicators for the Eligible Participant to meet ("Award Triggers").

 

Short Term Incentive Awards: Eligible Participants with direct involvement in
meeting short term operational targets for example production or exploration
targets will be eligible for incentive awards determined by the remuneration
committee. The maximum award shall be capped at two (2) times the Eligible
Participants' Comparable Median Annual Salary. Awards may be paid in cash and
/or Company shares and if in Company shares based on the 30-day VWAP following
announcement of the Company's interim and final results. Awards of Company
shares to Directors and PDMRs may be subject to a minimum holding period of up
to 3 months to be determined.

 

Annual Incentive Awards: These will be awarded to Eligible Participants with
approximately 25% of their awards being related to Company performance and
approximately 75% related to individual key performance indicators determined
by the remuneration committee. The maximum award shall be capped at three (3)
times the Eligible Participants' Comparable Median Annual Salary. Awards may
be paid in cash and / or Company shares and if in Company shares based on the
30-day VWAP following announcement of Company's interim and final results.
Awards of Company shares to Directors and PDMRs may be subject to a minimum
holding period of up to 3 months to be determined.  An Eligible Participant
who has been awarded a Short Term Incentive Award is eligible for an Annual
Incentive Award but their Annual Incentive Award will be reduced by the amount
due to them under their Short Term Incentive Award.

 

Transaction Incentive Awards: These will be awarded to Eligible Participants
and the Award Triggers will be based on the Company completing a successful
acquisition or disposal transaction (the "Transaction") based on criteria
determined by the remuneration committee. The maximum award payable in
relation to a Transaction will be up to 5% of the Transaction value and be
allocated amongst the Eligible Participants by the remuneration committee.
Awards may be paid in cash and / or Company shares and if in Company shares
based on the 30-day VWAP following the date the Company announces the
Transaction.

 

Corporate Event: In the event of a takeover or merger, general offer being
made to shareholders, scheme of arrangement, member's voluntary winding up,
change of control or other similar corporate event (a "Corporate Event"), the
Eligible Participant will be deemed to have met their Annual Incentive Award
and / or Award Trigger unless determined otherwise by the Remuneration
committee taking into account the Eligible Participants Annual Trigger and /
or Award Trigger.

 

 

ENDS

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