Result of AGM
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 10am (local time) in Amsterdam, 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 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. | 119,640,191 | 98.99 | 1,223,766 | 1.01 | 120,864,092 | 57.45 | 135 |
2. THAT Mr Jaap Huijskes, be and is hereby re-appointed as a Director in accordance with the Bye-laws. | 85,958,769 | 71.12 | 34,904,969 | 28.88 | 120,864,092 | 57.45 | 354 |
3. THAT Mr Martin Angle, be and is hereby re-appointed as a Director in accordance with the Bye-laws. | 115,991,572 | 95.97 | 4,872,166 | 4.03 | 120,864,092 | 57.45 | 354 |
4. THAT Mr David Thomas, be and is hereby re-appointed as a Director in accordance with the Bye-laws. | 116,438,068 | 96.34 | 4,425,670 | 3.66 | 120,864,092 | 57.45 | 354 |
5. THAT Mr Jón Ferrier, be and is hereby re-appointed as a Director in accordance with the Bye-laws. | 86,698,614 | 71.73 | 34,165,124 | 28.27 | 120,864,092 | 57.45 | 354 |
6. THAT Ms Kimberley Wood, be and is hereby re-appointed as a Director in accordance with the Bye-laws. | 116,008,081 | 95.98 | 4,855,657 | 4.02 | 120,864,092 | 57.45 | 354 |
7. THAT Mr Ian Weatherdon be and is hereby appointed as a Director in accordance with the Bye-laws. | 120,420,939 | 99.63 | 442,799 | 0.37 | 120,864,092 | 57.45 | 354 |
8. THAT the Directors’ Remuneration Report as set out in the Annual Report for the year ended 31 December 2019 be and is hereby approved. | 84,095,030 | 69.58 | 36,768,858 | 30.42 | 120,864,092 | 57.45 | 204 |
9. THAT the Company be generally and unconditionally authorised to make 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 22,942,956 (representing approximately 10% of the aggregate issued common share capital of the Company); 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; and 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; 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 2021 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. | 119,564,698 | 99.93 | 78,638 | 0.07 | 120,864,092 | 57.45 | 1,220,756 |
10. That the amendments to the rules of the Long Term Incentive Plan 2014, in the form produced to the AGM and initialled by the Chairman for the purposes of identification, be and are hereby approved. | 119,326,793 | 98.76 | 1,504,066 | 1.24 | 120,864,092 | 57.45 | 33,233 |
The Board notes that Resolutions 2, 5, and 8 were duly passed but did not attain the support of 80% of shareholders who voted. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board will consult and engage with shareholders as appropriate. The Company will provide an update within six months of the AGM, in accordance with the 2018 UK Corporate Governance Code.
Gulf Keystone currently has 19,059,064 common shares held in treasury. The Company has resolved to cancel all treasury shares, save for 1,000,000, which will be used to satisfy historical vested share options. The Company continues to have 210,370,502 common shares in issue with voting rights.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
Enquiries:
Celicourt Communications: | + 44(0) 20 8434 2754 |
Mark Antelme Jimmy Lea |
or visit: 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
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.
