REG - Nostrum Oil & Gas - Result of AGM

Nostrum Oil & GasAnnouncement

30/06/2025 12:30

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RNS Number : 0088P  Nostrum Oil & Gas PLC  30 June 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

 

London, 30 June 2025

 

 

Results of Annual General Meeting

 

Following today's Annual General Meeting ("AGM"), convened by the Notice of
AGM dated 6 June 2025, Nostrum Oil & Gas PLC ("Nostrum", or "the
Company"), an independent mixed-asset energy company with world-class gas
processing facilities and export hub in north-west Kazakhstan, is pleased to
announce the results of the poll for each resolution set out in the Notice of
AGM.

 

The Company is separately announcing today certain changes to the Board as a
result of the poll on the resolutions, together with the commencement of
discussions between the Company's principal investors in relation the
scheduled maturity of the Senior Secured Notes and Senior Unsecured Notes due
in June 2026 issued by Nostrum's subsidiary Nostrum Oil & Gas Finance
B.V.

 

The results of the poll for each resolution were as follows:

 

 NO          RESOLUTION                                                                      VOTES FOR   %      VOTES AGAINST  %      VOTES TOTAL  % of ISSUED SHARE CAPITAL VOTED  VOTES WITHHELD
 1.          To receive the Company's Annual Report and Accounts for the year ended 31       86,341,086  99.99  1,300          0.01   86,342,386   52.25                            120,000
             December 2024.
 2.          To approve the Directors' Remuneration Report, other than the part containing   9,082,685   10.50  77,379,701     89.50  86,462,386   52.32                            0
             the Directors' Remuneration Policy, in the form set out in the Company's
             Annual Report and Accounts for the year ended 31 December 2024.
 3.          To reappoint Mr Khan as a Director.                                             12,220,371  14.13  74,242,015     85.87  86,462,386   52.32                            0
 4.          To reappoint Mr Whyte as a director                                             45,183,334  77.51  13,108,579     22.49  58,291,913   35.28                            28,170,473
 5.          To reappoint Mr Hopkinson as a director.                                        12,220,743  14.13  74,241,643     85.87  86,462,386   52.32                            0
 6.          To reappoint Ms Paulus as a director.                                           45,156,088  77.47  13,135,825     22.53  58,291,913   35.28                            28,170,473
 7.          To reappoint Mr Gudgeon as a director.                                          77,434,112  89.56  9,028,274      10.44  86,462,386   52.32                            0
 8.          To appoint Mr Gladun as a director.                                             86,341,086  99.86  121,300        0.14   86,462,386   52.32                            0
 9.          To appoint MHA Audit Services LLP as Auditor of the Company.                    86,328,275  99.84  134,111        0.16   86,462,386   52.32                            0
 10.         To authorise the Directors to determine the Auditor's remuneration on the       86,328,275  99.84  134,111        0.16   86,462,386   52.32                            0
             recommendation of the Audit Committee.
 11.         That a general meeting, other than an annual general meeting, be called on not  13,340,881  15.43  73,121,505     84.57  86,462,386   52.32                            0
             less than 14 clear days' notice.

 

Votes "for" include proxy appointments which give discretion to the Chairman
of the AGM.

 

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.

 

For the purposes of section 341 of the UK Companies Act 2006, the votes
validly cast are expressed in the table as a percentage of the Company's total
issued ordinary share capital (excluding shares held in treasury) as at close
of business on Thursday 26 June 2025 being the time at which a shareholder had
to be registered in the Company's register of members in order to attend and
vote at the AGM.  The number of issued ordinary shares of the Company was
165,244,983 ordinary shares of £0.01 each.

 

The Company notes 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.

 

The Company will engage with shareholders over the coming months in respect of
the votes received against these resolutions to better understand these
outcomes.

 

In line with the provisions of the 2024 UK Corporate Governance Code, the
Company will provide an update on the views received from shareholders on
these issues and any actions taken in response, within six months. A final
summary of the views heard during consultation will be published within next
year's annual report.

 

 

LEI: 2138007VWEP4MM3J8B29

 

Further information

For further information please visit www.nog.co.uk (http://www.nog.co.uk)

 

Further enquiries

Nostrum Oil & Gas PLC
 

Petro Mychalkiw, CFO

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

 

Instinctif Partners -
UK
 

Galyna Kulachek

+ 44 (0) 207 457 2020

nostrum@instinctif.com (mailto:nostrum@instinctif.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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