CatalystWireBeta

Further statement in relation to AGM vote

In brief · summary, not quotable

AGM resolutions on remuneration and directors failed; board reviewing management incentive plan following shareholder feedback.

Full announcement

Select text to share a quote on X · sign in to keep highlights & notes in your NOG notes

Nostrum Oil & Gas PLC (LSE: NOG) ("Nostrum" or the "Company"), an independent oil and gas company engaging in the production, development and exploration of oil and gas in the pre-Caspian Basin, notifies that in its 2025 AGM results announcement issued on 30 June 2025, the Company noted 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.

Following the 2025 AGM, the Board engaged with shareholders in respect of the votes received against these resolutions to better understand these outcomes.

The main themes expressed by some shareholders in relation to the votes against mentioned above were that:

  • Payments made in 2025 under the Company's management incentive plan were considered improper and/or excessive;
  • It was considered that the determination made on satisfaction of performance conditions for certain payments under the management incentive plan was inappropriate or should have been subject to stakeholders' discretion;
  • The timing of certain management incentive plan payments was considered inappropriate.

Given the feedback received from shareholders to date the Board is reviewing the operation of the management incentive plan. The Company's senior management and Board composition have changed in the period since the AGM, including a new appointment as head of the Remuneration Committee. In its renewed composition, the Board is reviewing and considering suitable amendments to the Remuneration Committee terms of reference, revisions to the management incentive plan and ceasing further grants, releases and/or payouts of awards under the management incentive plan.

The Board is committed to continuing its engagement and dialogue with the Company's shareholders on these and other matters to better understand the reasons behind the voting results at the 2025 AGM and to inform future Board discussions, decision-making and actions, and welcomes their feedback.

A final summary of the views heard during such consultation will be published in the Company's next annual report.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note