REG - Europa Oil & Gas - Notice of AGM

Europa Oil & Gas (Holdings)Announcement

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RNS Number : 4661K  Europa Oil & Gas (Holdings) PLC  08 December 2025

Europa Oil & Gas (Holdings) plc / Index: AIM / Epic: EOG / Sector: Oil
& Gas

 

8 December 2025

 

Europa Oil & Gas (Holdings) plc

("Europa" or the "Company")

 

Notice of AGM

 

Europa Oil & Gas (Holdings) plc, the AIM traded West Africa, UK and
Ireland focused oil and gas exploration, development, and production company,
announces that on Friday 5 December 2025 it sent Notice of an Annual General
Meeting (the "AGM") by mail to shareholders who have elected to receive a hard
copy.

 

Notice is given that the AGM will be held at The Hellenic Centre, 16-18
Paddington Street, London W1U 5AS at 1.00 p.m. (UK time) on Tuesday, 30
December 2025. All shareholders are invited to participate in the poll.

 

Copies of these documents are available from the Europa website at
www.europaoil.com (http://www.europaoil.com) . The Resolutions from the Notice
of AGM are included below.

 

Due to the extended accounting period the next full annual report will be for
the 17-month period ending 31 December 2025. Consequently, the Company is not
proposing a resolution to adopt and receive the Company's Annual Report and
Accounts at the AGM.

 

Shareholders are encouraged to vote in advance of the AGM with votes cast by
poll/proxy card or letters of representation from nominee account holders. In
order to vote by proxy, please use the Form of Proxy which has been posted to
you or can be found on the website. Please use the Form of Proxy in accordance
with the instructions printed on it and return it to the Company's registrar,
Computershare Investor Services plc at The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY, as soon as possible and, in any event, so as to be received
by no later than 1.00 p.m. on Wednesday, 24 December 2024. You are strongly
advised to appoint the Chair of the meeting as your proxy to ensure that your
vote is counted.

 

Ordinary Resolutions:

 

1.    THAT the auditors of the Company, PKF Littlejohn LLP, be re-appointed
to hold office until the conclusion of the next AGM at which the accounts are
laid before the Company.

2.    THAT the Audit Committee of the board of directors of the Company be
authorised to determine the remuneration of the Company's auditors.

3.    THAT Mr. Bo Kroll who retires in accordance with the Articles of
Association of the Company (the "Articles") be re-elected as a director of the
Company.

4.    THAT Mr. Simon Ashby-Rudd who retires in accordance with the Articles
be re-elected as a director of the Company.

5.    THAT Dr. Eleanor Rowley who retires in accordance with the Articles
be re-elected as a director of the Company.

6.    THAT the directors be and they are hereby generally and
unconditionally authorised (in substitution for all subsisting authorities to
the extent unused, with the exception of any authority granted pursuant to
Resolutions 9 or 10) pursuant to and in accordance with section 551 of the
Companies Act 2006 (the "Act") to allot new ordinary shares in the Company
("Ordinary Shares") or grant rights to subscribe for or to convert any
securities into new Ordinary Shares ("Rights") up to an aggregate nominal
amount of £1,918,368 for a period expiring (unless previously renewed, varied
or revoked by the Company in general meeting) at the conclusion of the next
annual general meeting of the Company or 15 months after the passing of this
Resolution (whichever is earlier) except that the directors may, before the
expiry of such period, make an offer or agreement which would or might require
new Ordinary Shares to be allotted or Rights to be granted after the expiry of
such period, and the directors may allot new Ordinary Shares or grant Rights
in pursuance of such offer or agreement notwithstanding that the authority
conferred by this Resolution has expired.

 

Special Resolutions:

 

7.    THAT, subject to the passing of Resolution 6, the directors be and
are hereby generally and unconditionally empowered in accordance with sections
570 and 573 of the Act to allot equity securities (as defined in section 560
of the Act) for cash, pursuant to the authority conferred on them by
Resolution 6 or by way of the sale of treasury shares, as if section 561 of
the Act did not apply to any such allotment provided that this power shall
operate in substitution for and to the exclusion of any previous authority
given to the directors pursuant to sections 570 or 573 of the Act to the
extent unused and be limited to the allotment (otherwise than pursuant to
Resolution 6) of equity securities up to an aggregate nominal amount of
£1,918,368 (such amount to be reduced by the nominal amount of any equity
securities allotted under Resolution 8 below) in connection with an offer in
favour of holders of ordinary shares in the capital of the Company in
proportion (as nearly as may be) to their existing holdings of Ordinary Shares
as at the record date of such allotment but subject only to such exclusions or
other arrangements as the directors deem necessary or expedient in relation to
fractional entitlements or any legal or practical problems under the laws of,
or the requirements of any recognised regulatory body or stock exchange in any
territory.

The authority granted by this Resolution 7 shall expire on whichever is
earlier of the conclusion of the Company's next annual general meeting
following the passing of this Resolution and the date which is 15 months from
the date of the passing of this Resolution unless such authority is renewed,
varied or revoked by the Company in general meeting, save that the Company may
prior to such expiry make any offer or agreement which would or might require
equity securities to be allotted or granted after the expiry of the said
period and the directors may allot such equity securities in pursuance of any
such offer or agreement as if the authority hereby conferred had not expired.

8.    THAT, subject to the passing of Resolution 6, the directors be and
are hereby generally and unconditionally empowered in accordance with sections
570 and 573 of the Act to allot equity securities (as defined in section 560
of the Act) for cash, pursuant to the authority conferred on them by
Resolution 8 or by way of the sale of treasury shares, as if section 561 of
the Act did not apply to any such allotment provided that this power shall
operate in substitution for and to the exclusion of any previous authority
given to the directors pursuant to sections 570 or 573 of the Act to the
extent unused and be limited to the allotment (otherwise than pursuant to
Resolution 7) of equity securities for cash up to an aggregate nominal amount
of £1,918,368 (such amount to be reduced by the nominal amount of any equity
securities allotted under Resolution 7 above).

The authority granted by this Resolution 8 shall expire on whichever is
earlier of the conclusion of the Company's next annual general meeting
following the passing of this Resolution and the date which is 15 months from
the date of the passing of this Resolution unless such authority is renewed,
varied or revoked by the Company in general meeting, save that the Company may
prior to such expiry make any offer or agreement which would or might require
equity securities to be allotted or granted after the expiry of the said
period and the directors may allot such equity securities in pursuance of any
such offer or agreement as if the authority hereby conferred had not expired.

9.    THAT the directors be and they are hereby generally and
unconditionally authorized (in addition to any subsisting authorities to the
extent unused) pursuant to and in accordance with sections 551 and 570 of the
Act to allot 7,803,546 new Ordinary Shares, as if section 561 of the Act did
not apply to any such allotment, to Mr. Bo Kroll in accordance with his
remuneration agreement with the Company which provides that the Company may
issue shares to him in lieu of a cash salary payment.

10.  THAT the directors be and they are hereby generally and unconditionally
authorized (in addition to any subsisting authorities to the extent unused)
pursuant to and in accordance with sections 551 and 570 of the Act to allot
4,053,083 new Ordinary Shares, as if section 561 of the Act did not apply to
any such allotment, to Mr. William Holland in lieu of a cash bonus as
recommended by the Company's Remuneration Committee.

11.  THAT, with immediate effect, the articles of association of the Company
be amended as follows:

by deleting the existing Article 59 and inserting the following new article as
Article 59, together with the following new Article 59A, in its place:

59   The Directors may convene a general meeting whenever they think fit and
in accordance with the Companies Acts.  A general meeting shall also be
convened on a members' requisition, or in default may be convened by the
requisitionists, as provided by sections 303-305 of the CA 2006. A general
meeting may be convened and held in any manner permitted by these Articles;
however, nothing in these Articles authorises or allows a general meeting to
be held exclusively by means of an electronic facility. At any meeting
convened on a members' requisition or by the requisitionists no business shall
be transacted except that stated by the requisition or proposed by the
Directors. If there are not within the United Kingdom sufficient Directors
capable of acting to form a quorum, any Director or any two members of the
Company may convene a general meeting in the same manner as nearly as possible
as that in which meetings may be convened by the Directors.

59A    The Board can make whatever arrangements it thinks fit to allow
those entitled to do so to attend and participate in any general meeting,
including by means of an electronic facility, and any reference in these
Articles to a member's or proxy's attendance in person shall be construed
accordingly notwithstanding that they might not be in a place where others are
physically attending. Attendance by means of an electronic facility shall be
possible whether the notice convening the meeting contains instructions for
participation by an electronic facility or the Board resolves after the notice
has been given that participation by means of an electronic facility is
permitted. Where attendance by electronic facility is enabled, the requirement
to put any document on display or make it available for inspection will be
satisfied if the document is made available for the required period in
electronic form to those persons entitled to inspect it.

by inserting the following new article as Article 67A immediately following
the existing Article 67:

67A                The Directors may make whatever arrangements
they consider appropriate to enable those attending a general meeting to
exercise their rights to speak or vote at it, including arrangements involving
the use of an electronic facility for those who are not in a place where
others are physically attending. All persons seeking to attend and participate
in a general meeting by means of an electronic facility are responsible for
maintaining adequate facilities to enable them to do so. Subject to the right
of the chairman to adjourn a general meeting under these Articles, the
inability of a person at any time to attend or participate in the whole or any
part of a general meeting by means of an electronic facility shall not
invalidate the proceedings of that meeting.

by deleting the existing Article 68 and inserting the following new article as
Article 68 in its place:

68   At a general meeting a resolution put to the vote shall be decided on a
show of hands (or by means of electronic facility participation) unless,
before or on the declaration of the result of the show of hands (or by means
of electronic facility participation), a poll is demanded by the chairman or
by at least three members present in person or by proxy and entitled to vote
or by a member or members entitled to vote and holding or representing by
proxy at least one-tenth part of the total voting rights of all the members
having the right to vote at the meeting or by a member or members holding
shares conferring a right to vote at the meeting on which an aggregate sum has
been paid up equal to not less than one-tenth of the total sum paid up on all
the shares conferring that right. Unless a poll is demanded as above, a
declaration by the chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect
in the minute book shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against the
resolution.

 

 

 

* * ENDS * *

 

For further information please visit www.europaoil.com or contact:

 

 William Holland / Louise Armstrong                  Europa Oil & Gas (Holdings) plc              mail@europaoil.com (mailto:mail@europaoil.com)

 Samantha Harrison / Ciara Donnelly / Elliot Peters  Grant Thornton (UK) LLP - Nominated Advisor  +44 (0) 20 7383 5100

 Peter Krens                                         Tennyson Securities                          +44 (0) 20 7186 9033

 Patrick d'Ancona                                    Vigo Consulting                              +44 (0) 20 7390 0230

 Shareholder Helpline                                Computershare                                +44 (0) 370 889 4072

 

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