Result of AGM
Nostrum Oil & Gas PLC announced the results of its Annual General Meeting, where the annual accounts for the year ended 31 December 2025 were unanimously approved, along with the reappointment of Mr. Gladun as a director and the appointment of RPG Crouch Chapman LLP as auditor. However, the resolution to approve the directors' remuneration report was not passed, with 60.98% of votes cast against it, while the new directors' remuneration policy and the appointment of directors Mr. Hart, Mr. Ivin, and Mr. Wynne were approved with significant majority votes. The company will engage with shareholders to understand the outcome of the remuneration report vote and will provide an update within six months.
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Following today's Annual General Meeting ("AGM"), convened by the Notice of AGM dated 29 May 2026, Nostrum Oil & Gas PLC ("Nostrum", or "the Company"), an independent energy company with gas processing infrastructure and an 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 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 accounts and reports for the financial year ended 31 December 2025. | 86,928,590 | 100 | 0 | 0 | 86,928,590 | 52.61 | 25,667 |
| 2. | To approve the directors' remuneration report (excluding the directors' remuneration policy) set out on pages 81 to 93 of the 2025 Annual Report. | 33,928,303 | 39.02 | 53,025,954 | 60.98 | 86,954,257 | 52.62 | 0 |
| 3. | To approve a new directors' remuneration policy (in the form set out on pages 88 to 93 of the 2025 Annual Report) and to authorise the Remuneration Committee to do all acts and things it may consider necessary or desirable in connection with the same. | 75,072,912 | 86.34 | 11,881,345 | 13.66 | 86,954,257 | 52.62 | 0 |
| 4. | To reappoint Mr Gladun as a director. | 86,928,150 | 99.97 | 26,107 | 0.03 | 86,954,257 | 52.62 | 0 |
| 5. | To reappoint Mr Gudgeon as a director. | 45,783,595 | 99.94 | 25,878 | 0.06 | 45,809,473 | 27.72 | 41,144,784 |
| 6. | To appoint Mr Hart as a director. | 78,183,460 | 89.91 | 8,770,797 | 10.09 | 86,954,257 | 52.62 | 0 |
| 7. | To appoint Mr Ivin as a director. | 78,183,460 | 89.91 | 8,770,797 | 10.09 | 86,954,257 | 52.62 | 0 |
| 8. | To appoint Mr Wynne as a director. | 78,183,406 | 89.91 | 8,770,851 | 10.09 | 86,954,257 | 52.62 | 0 |
| 9. | To appoint RPG Crouch Chapman LLP as Auditor of the Company, to hold office from the conclusion of the AGM for a period that may continue until the conclusion of the next general meeting at which the annual accounts and reports are laid before the Company. | 86,928,536 | 99.97 | 25,721 | 0.03 | 86,954,257 | 52.62 | 0 |
| 10. | To authorise the Directors to determine the remuneration of the Auditor on the recommendation of the Audit Committee. | 86,928,536 | 99.97 | 25,721 | 0.03 | 86,954,257 | 52.62 | 0 |
| 11. | That a general meeting, other than an annual general meeting, be called on not less than 14 clear days' notice. | 86,928,536 | 99.99 | 1,354 | 0.01 | 86,929,890 | 52.61 | 24,367 |
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 Tuesday 23 June 2026 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 (excluding the directors' remuneration policy), was not passed by shareholders.
The Company will engage with shareholders over the coming months in respect of the votes received against this resolution in order to better understand this outcome.
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 this resolution 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.
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