REG - Gulf Keystone Petrol - Result of AGM

Gulf Keystone PetroleumAnnouncement

24/06/2022 12:15

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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 AGAINST  %       VOTES TOTAL  % of ISC VOTED  VOTES WITHHELD
 1.     THAT Deloitte LLP be re-appointed as the Company's auditor to hold        110,933,814  99.11%   991,083        0.89%   111,924,897  51.76%          2,613
 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.
 2.     THAT Mr Jaap Huijskes, be and is hereby re-appointed as a Director        74,733,680   67.94%   35,268,209     32.06%  110,001,889  50.87%          1,934,253
 in accordance with the Bye-laws.
 3.     THAT Mr Martin Angle, be and is hereby re-appointed as a Director         78,418,358   98.43%   1,253,425      1.57%   79,671,783   36.84%          32,264,598
 in accordance with the Bye-laws.
 4.     THAT Mr David Thomas, be and is hereby re-appointed as a Director         78,773,577   98.86%   908,593        1.14%   79,682,170   36.85%          32,256,229
 in accordance with the Bye-laws.
 5.     THAT Ms Kimberley Wood, be and is hereby re-appointed as a Director       77,630,090   97.43%   2,050,072      2.57%   79,680,162   36.85%          32,256,229
 in accordance with the Bye-laws.
 6.     THAT Mr Garrett Soden be and is hereby appointed as a Director            97,223,170   92.95%   7,378,843      7.05%   104,602,013  48.37%          7,336,378
 in accordance with the Bye-laws.
 7.     THAT Mr Ian Weatherdon, be and is hereby re-appointed as a Director       78,359,418   70.06%   33,492,730     29.94%  111,852,148  51.72%          84,233
 in accordance with the Bye-laws.
 8.     THAT Mr Jon Harris be and is hereby appointed as a Director               110,925,305  99.10%   1,007,999      0.90%   111,933,304  51.76%          3,087
 in accordance with the Bye-laws.
 9.     THAT the Directors' Remuneration Report as set out in the                 110,847,974  99.11%   993,865        0.89%   111,841,839  51.72%          96,552
 Annual Report for the year ended 31 December 2021 be and is hereby approved.
 10.   THAT the Directors' Remuneration Policy described on pages 87 to 92 of     110,834,274  99.11%   995,689        0.89%   111,829,963  51.71%          107,978
 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.
 11.   THAT a dividend of $25 million payable in cash on the Common Shares        112,578,177  100.00%  56             0.00%   112,578,233  52.06%          355
 for the financial year ended 31 December 2021 in the form of an ordinary
 dividend is declared and approved.
 12.   THAT a dividend of $50 million payable in cash on the Common Shares in     112,576,549  100.00%  56             0.00%   112,576,605  52.06%          2,108
 the form of a special dividend is declared and approved.
 13.   THAT the Company be generally and unconditionally authorised to make       112,095,943  100.00%  2,800          0.00%   112,098,743  51.84%          459,964
 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.

 

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:                             +44 (0) 20 7514 1400
 Aaron Clark, Head of Investor Relations    aclark@gulfkeystone.com

 Celicourt Communications:                  + 44 (0) 20 8434 2754
 Mark Antelme                               GKP@Celicourt.uk

 Jimmy Lea

 

 

or visit: www.gulfkeystone.com (http://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
(http://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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