Result of AGM
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 AGAINST | % | VOTES TOTAL | % of 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 Jimmy Lea | GKP@Celicourt.uk |
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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