REG - Nostrum Oil & Gas - Further statement in relation to AGM vote

Nostrum Oil & GasAnnouncement

19/12/2025 17:15

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RNS Number : 3573M  Nostrum Oil & Gas PLC  19 December 2025

 

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FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

 

London, 19 December 2025

 

Further statement in relation to AGM vote

 

Nostrum Oil & Gas PLC (LSE: NOG) ("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, notifies that in its 2025
AGM results announcement issued on 30 June 2025, the Company noted that:

·    Resolution 2, which proposed to approve the Directors' Remuneration
Report, resolution 3, which proposed to reappoint Arfan Khan as a director,
resolution 5, which proposed to reappoint Chris Hopkinson as a director and
resolution 11, which proposed to permit a notice period of 14 days for general
meetings (other than an annual general meeting), were not passed by
shareholders; and

 

·     Resolution 4, which proposed to reappoint Stephen Whyte as a
director and resolution 6, which proposed to reappoint Fiona Paulus as a
director, were both duly passed by shareholders but both resolutions received
less than 80% of the votes in favour.

 

Following the 2025 AGM, the Board engaged with shareholders in respect of the
votes received against these resolutions to better understand these outcomes.

 

The main themes expressed by some shareholders in relation to the votes
against mentioned above were that:

 

·   Payments made in 2025 under the Company's management incentive plan
were considered improper and/or excessive;

 

·  It was considered that the determination made on satisfaction of
performance conditions for certain payments under the management incentive
plan was inappropriate or should have been subject to stakeholders'
discretion;

 

·      The timing of certain management incentive plan payments was
considered inappropriate.

 

Given the feedback received from shareholders to date the Board is reviewing
the operation of the management incentive plan. The Company's senior
management and Board composition have changed in the period since the AGM,
including a new appointment as head of the Remuneration Committee.  In its
renewed composition, the Board is reviewing and considering suitable
amendments to the Remuneration Committee terms of reference, revisions to the
management incentive plan and ceasing further grants, releases and/or payouts
of awards under the management incentive plan.

 

The Board is committed to continuing its engagement and dialogue with the
Company's shareholders on these and other matters to better understand the
reasons behind the voting results at the 2025 AGM and to inform future Board
discussions, decision-making and actions, and welcomes their feedback.

 

A final summary of the views heard during such consultation will be published
in the Company's next annual report.

 

 

LEI: 2138007VWEP4MM3J8B29

 

Further information

For further information please visit www.nostrumoilandgas.com
(http://www.nostrumoilandgas.com)

 

Further enquiries

Nostrum Oil & Gas PLC
 

Yelena Zhuravleva, CFO

ir@nog.co.uk (mailto:ir@nog.co.uk)
 
 

 

TEAM
LEWIS
 
 

Galyna Kulachek

+ 44 (0) 20 7802 2664

nostrum@teamlewis.com

 

Notifying person

Thomas Hartnett

Company Secretary

 

 

About Nostrum Oil & Gas

Nostrum Oil & Gas PLC is an independent mixed-asset energy company with
world-class gas processing facilities and export hub in north-west Kazakhstan.
Its shares are listed on the London Stock Exchange (ticker symbol: NOG). The
principal producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye
field which is operated by its wholly-owned subsidiary Zhaikmunai LLP, which
is the sole holder of the subsoil use rights with respect to the development
of the Chinarevskoye field. The Company also owns an 80% interest in Positiv
Invest LLP, which holds the subsoil use rights for the "Kamenskoe" and
"Kamensko-Teplovsko-Tokarevskoe" areas in the West Kazakhstan region (the
Stepnoy Leopard fields).

 

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 Company 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 nor 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 relevant 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.

 

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