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