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Nostrum Oil & Gas PLC announced the results of its Annual General Meeting held on 30 June 2025. Shareholders did not pass resolutions to approve the Directors' Remuneration Report (89.50% against), reappoint Arfan Khan (85.87% against) and Chris Hopkinson (85.87% against) as directors, or permit 14-day notice for general meetings (84.57% against). Resolutions to reappoint Stephen Whyte and Fiona Paulus as directors passed with 77.51% and 77.47% of votes respectively, while Mr Gladun was appointed as a director with 99.86% of votes in favour, and the company also confirmed commencement of discussions with principal investors regarding notes maturing in June 2026.
| Date | 30 Jun 2025 |
| Time | 12:18:58 |
| Category | AGMs and other meetings |
| ID | 0088P |
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 December 2024. |
86,341,086 |
99.99 |
1,300 |
0.01 |
86,342,386 |
52.25 |
120,000 |
|
2. |
To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, in the form set out in the Company's Annual Report and Accounts for the year ended 31 December 2024. |
9,082,685 |
10.50 |
77,379,701 |
89.50 |
86,462,386 |
52.32 |
0 |
|
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 recommendation of the Audit Committee. |
86,328,275 |
99.84 |
134,111 |
0.16 |
86,462,386 |
52.32 |
0 |
|
11. |
That a general meeting, other than an annual general meeting, be called on not less than 14 clear days' notice. |
13,340,881 |
15.43 |
73,121,505 |
84.57 |
86,462,386 |
52.32 |
0 |
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
Further enquiries
Nostrum Oil & Gas PLC
Petro Mychalkiw, CFO
Instinctif Partners - UK
Galyna Kulachek
+ 44 (0) 207 457 2020
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.