24th Jul 2015 17:30
Dublin
24 July 2015
Petroceltic International plc
Results of Annual General Meeting
Petroceltic International plc, ("Petroceltic" or "the Company") the upstream oil and gas exploration and production company focused on North Africa, the Mediterranean and Black Sea regions, announces the results of the resolutions proposed at the Annual General Meeting held earlier today as follows:
Resolutions 1 to 7, as set out in the Notice of Annual General Meeting dated 29 June 2015, were all duly approved by shareholders. Resolutions 8 to 10, which were proposed as special resolutions, and which required approval of shareholders representing not less than 75% of votes cast, were not carried.
Memorandum and Articles of Association of the Company
Resolution 9 proposed the amendment of the Company's existing memorandum of association and Resolution 10 proposed the adoption of revised articles of association for the Company. Both resolutions were being proposed in response to the enactment of the Companies Act 2014 (the "Act"). Substantially all of the provisions of the Act became effective on 1 June 2015. The purpose of those resolutions was to take account of the comprehensive consolidation, with amendments, of company law in Ireland effected by the Act and to make some consequential and "housekeeping" changes.
The consequences of the resolutions not being passed are as follows: The existing memorandum of Association (the "Memorandum") and articles of association (the "Articles") of the Company will continue to apply (and they will now be described, together, as the Constitution of the Company). However, the existing Memorandum and Articles will need to be read in conjunction with the new Act because (i) the existing Memorandum and Articles will contain a small number of references to provisions of, and terminology used in, the previous Companies Acts 1963 to 2013, rather than provisions of, and terminology used in, the new Act (and, for the avoidance of doubt, those new provisions and terminology will supersede the references to the old provisions and terminology); (ii) in a small number of instances, mandatory provisions of the new Act relating to company constitutions will supersede any conflicting provisions of, or will apply in addition to existing provisions in, the Articles; and (iii) the optional provisions of the new Act relating to company constitutions will apply in addition to the Articles unless the Articles already specifically provide for the matters set out in those optional provisions.
Petroceltic's existing Memorandum and Articles are available on the Company's website www.petroceltic.com.
Following the AGM, a new shareholder presentation has been uploaded to the Company website at: http://www.petroceltic.com/investor-centre/presentations
All resolutions were put to the meeting on a poll, the full results of which are given below.
VOTESFOR | % | % OF ISSUED SHARE CAPITAL | VOTESAGAINST | % | % OF ISSUED SHARE CAPITAL | VOTESTOTAL | VOTESWITHHELD(1) | |
1) To receive and consider the Report of the Directors and the financial statements for the year ended 31 December 2014. | 83,968,623 | 54.84 | 39.22 | 69,159,025 | 45.16 | 32.30 | 153,127,648 | 93,660 |
2) To appoint Tom Hickey as a Director. | 84,297,766 | 55.02 | 39.37 | 68,922,802 | 44.98 | 32.19 | 153,220,568 | 740 |
3) To re-appoint Robert Adair as a Director. | 84,296,934 | 55.02 | 39.37 | 68,923,972 | 44.98 | 32.19 | 153,220,906 | 402 |
4) To re-appoint Alan Parsley as a Director. | 84,299,981 | 55.02 | 39.38 | 68,920,966 | 44.98 | 32.19 | 153,220,947 | 361 |
5) To re-appoint Ian Craig as a Director. | 84,296,998 | 55.02 | 39.37 | 68,923,857 | 44.98 | 32.19 | 153,220,855 | 313 |
6) To authorise the Directors to fix the remuneration of the auditors of the Company. | 84,296,860 | 55.04 | 39.37 | 68,859,304 | 44.96 | 32.16 | 153,156,164 | 65,144 |
7) To authorise the Directors to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014). | 84,294,280 | 55.01 | 39.37 | 68,926,300 | 44.99 | 32.19 | 153,220,580 | 728 |
8) To authorise the Directors to allot equity securities for cash pursuant to Section 1023 of the Companies Act 2014, as if Section 1022(1) of that Act did not apply.* | 84,294,689 | 55.02 | 39.37 | 68,925,434 | 44.98 | 32.19 | 153,220,123 | 1,185 |
9) To amend the Memorandum and Articles of Association of the Company.* | 84,297,368 | 55.04 | 39.37 | 68,857,083 | 44.96 | 32.16 | 153,154,451 | 66,857 |
10) To adopt new Articles of Association of the Company. * | 84,299,766 | 55.04 | 39.38 | 68,853,603 | 44.96 | 32.16 | 153,153,369 | 67,939 |
*Special Resolution
(1) A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
The poll was carried out, on behalf of the Company, by Computershare. BDO acted as an independent scrutineer.
Ends
For further information, please contact:
Brian O' Cathain /Tom Hickey, Petroceltic International Tel: +353 (1) 421 8300
Alasdair Robinson, Company Secretary Tel: +44 131 2213360
James Henderson / Rollo Crichton-Stuart, Bell Pottinger Tel: +44 (20) 3772 2500
Douglas Keatinge / Joe Heron, Murray Consultants Tel: +353 (1) 498 0300
John Frain / Roland French, Davy Tel: +353 (1) 679 6363
Notes to Editors:
Petroceltic International plc is a leading Upstream Oil and Gas Exploration and Production Company, focused on North Africa, Mediterranean and Black Sea regions, and listed on the London Stock Exchange's AIM Market and the Irish Stock Exchange's ESM Market. The Company has production, exploration and development assets in Algeria, Egypt, Bulgaria and Italy.
Related Shares:
PCI.L