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.