TIDMGKP
RNS Number : 3637R
Gulf Keystone Petroleum Ltd.
08 December 2016
Not for release, publication or distribution, directly or
indirectly, in whole or in part in or into the United States or any
jurisdiction other than the United Kingdom and Bermuda where to do
so would constitute a contravention of the relevant laws or
regulations of such jurisdiction. This announcement (and the
information contained herein) does not contain or constitute an
offer to sell or the solicitation of an offer to purchase, nor
shall there be any sale of securities in any jurisdiction where
such offer, solicitation or sale would constitute a contravention
of the relevant laws or regulations of such jurisdiction.
8 December 2016
Gulf Keystone Petroleum Ltd. (LSE: GKP)
("Gulf Keystone" or "the Company")
Results of 2016 Annual General Meeting
The Board of Gulf Keystone announces that all the resolutions
proposed at the Company's Annual General Meeting ("AGM") held today
at 12.00 noon (local time) in Dublin, were duly passed by
shareholders.
After receiving feedback from key stakeholders in the Company,
Resolutions 9 and 10 were amended and put to the AGM by the
Chairman as permitted by the by laws and were approved at the
meeting as follows.
Resolution 9
Resolution 9 is set out in the Notice of Annual General Meeting
dated 16 November 2016 and relates to the 2016 Gulf Keystone Value
Creation Plan (VCP). The principal terms of the VCP are summarised
in Part 2 of the Circular.
The changes made to the VCP are as follows:
-- A reduction is being made to the percentage of the
incremental value created above the hurdle growth rate which is
distributed to the Executive. The reduction is from 10% to 8%.
-- A cap of $US20m is being introduced to the total value of the
Nil Cost Options, i.e. at each Measurement Date the aggregate value
of all Nil Cost Options granted at previous Measurement Dates and
at that Measurement Date shall not exceed $20million. The value of
Nil Cost Options for these purposes being the value at the
Measurement Date in respect of which they were granted.
-- The share price for the purposes of measuring the VCP is based on a US$350 million market capitalization; an increase from US$300 million.
-- A change to the special provision in the event of a change of
control. If the Company enters into a binding sale agreement before
31(st) December 2017, the value of the units held by participants
shall equal 2% of the acquisition price of the Company, less the
value provided under the 2016 Staff Retention Scheme. This date has
changed from 13(th) July 2017.
-- Regarding the distribution of the incentive pot, the
discretion is given to the Board to make the distribution that is
justified in their view.
Resolution 10
Resolution 10 is set out in the Notice of Annual General Meeting
dated 16 November 2016 and relates to the 2016 Gulf Keystone Staff
Retention Plan (SRP). The principal terms of the SRP are summarised
in Part 3 of the Circular dated 16 November 2016.
The changes to the SRP related to where the Company enters into
a binding sale agreement before 31(st) December 2017 (instead of
13(th) July, 2017) and provide that outstanding options become
exercisable up to a maximum of 50%.
The results of the AGM are as follows:
Resolution VOTES % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC WITHHELD
VOTED
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
1. To re-appoint
Deloitte LLP
as the Company's
Auditor and
for the Board
to determine
their remuneration 14,805,546,825 93.85 969,449,908 6.15 15,774,996,733 68.76% 5,620,665
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
2. To re-appoint
Mr Jón
Ferrier as
a Director 15,755,307,480 99.84 25,062,371 0.16 15,780,369,851 68.78% 375,901
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
3. To re-appoint
Mr Sami Zouari
as a Director 14,803,713,329 93.81 976,635,941 6.19 15,780,349,270 68.78% 396,482
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
4. To re-appoint
Mr Keith Lough
as a Director 12,368,548,879 78.38 3,411,819,572 21.62 15,780,368,451 68.78% 377,301
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
5. To re-appoint
Mr Philip
Dimmock as
a Director 14,801,659,234 93.82 974,575,282 6.18 15,776,234,516 68.76% 4,382,882
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
6. To appoint
Mr Garrett
Soden as a
Director 15,754,869,794 99.84 25,478,076 0.16 15,780,347,870 68.78% 397,882
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
7. To appoint
Mr David H
Thomas as
a Director 15,754,871,187 99.84 25,348,329 0.16 15,780,219,516 68.78% 397,882
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
8. To approve
the Annual
Report on
Remuneration
for Director
as set out
in the Annual
Report for
the year ended
31 December
2015 14,797,916,740 93.77 982,442,239 6.23 15,780,358,979 68.78% 386,773
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
9. To approve
the Value
Creation Plan
as amended 12,359,083,478 78.32 3,421,361,397 21.68 15,780,444,875 68.78% 300,877
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
10. To approve
the Staff
Retention
Plan as amended 12,360,173,562 78.33 3,420,150,260 21.67 15,780,323,822 68.78% 421,930
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
11. To amend
the Directors'
Remuneration
Policy 14,795,572,075 93.76 984,505,091 6.24 15,780,077,166 68.78% 352,473
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
12. To approve
Share Consolidation 15,750,435,331 99.84 25,957,984 0.16 15,776,393,315 68.76% 4,352,437
---------------------- --------------- ------ -------------- ------ --------------- ------- ----------
The total number of shares in issue at 8 December 2016 was
22,942,956,605.
The full text of the resolutions may be found in the Notice of
the Annual General Meeting, which is available on the Company's
website http://www.gulfkeystone.com/.
Enquiries:
Gulf Keystone Petroleum: +44 (0) 20 7514 1400
Jón Ferrier, CEO
Sami Zouari, CFO
Anastasia Vvedenskaya, Head
of Investor Relations
Celicourt Communications: +44(0) 20 7520 9266
Mark Antelme
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
and the operator of the Shaikan field with current production
capacity of 40,000 barrels of oil per day
-- Further information on Gulf Keystone is available on its website www.gulfkeystone.com
Disclaimer
This announcement contains certain forward-looking statements.
These statements are made by the Company's 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 uncertainties, including both economic
and business factors, underlying such forward-looking information.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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