Galileo Resources PLC Result of AGM (3232Q)
27 October 2021 - 12:41AM
UK Regulatory
TIDMGLR
RNS Number : 3232Q
Galileo Resources PLC
26 October 2021
26 October 2021
Galileo Resources Plc
("Galileo" or the "Company")
Result of 2021 Annual General Meeting ("AGM")
The Board of Galileo (AIM: GLR) is pleased to announce that at
its 2021 AGM held yesterday, all resolutions as set out in the
Notice of AGM were passed.
Accordingly, the new incentive scheme for directors, officers,
employees and consultants providing for the payment of short-term,
annual and transaction incentive awards in cash or Company shares
(as set out in the Notice of AGM) (the "Incentive Schemes") has
been approved. The principal terms of the adopted Incentive Schemes
are set out in Appendix 1 to this announcement and will be made
available on the Company's website.
You can also follow Galileo on Twitter: @GalileoResource
For further information, please contact: Galileo Resources
PLC
Colin Bird, Chairman Tel +44 (0) 20 7581
Edward Slowey, Executive Director 4477
Tel +353 (1) 601 4466
Beaumont Cornish Limited - Nomad Tel +44 (0) 20 7628
Roland Cornish/James Biddle 3396
------------------------
Novum Securities Limited - Joint
Broker
Colin Rowbury /Jon Belliss +44 (0) 20 7399 9400
------------------------
Shard Capital Partners LLP - Tel +44 (0) 20 7186
Joint Broker 9952
Damon Heath
------------------------
Appendix 1
Summary of the principal terms of the Galileo Resources Plc
Incentive Schemes
(the "Incentive Schemes")
Overview : The Incentive Schemes are intended to put in place
new short-term, annual and transaction incentive awards payable in
cash and/or Company shares to align the interest of directors,
officers, employees and consultants with those of shareholders.
These awards are not intended to replace the Company's share option
scheme and shall continue until the Board of the Company have put
an alternative incentive scheme to the Company's shareholders which
the Company's shareholders have approved.
Eligibility : Directors, officers, employees and consultants of
the Galileo Resources Plc group ("Eligible Participants"). Eligible
Participants, who are good leavers, may continue to be eligible for
awards for up to 12 months from their resignation or
retirement.
Operation and purpose : The remuneration committee of the
Company will make awards to Eligible Participants to reward, retain
and recruit Eligible Participants and reward performances against
performance measures determined by the remuneration committee. A
member of the remuneration committee will not participate in the
determining of their own award. The remuneration committee will in
determining awards relative to annual salary have regard to median
salaries of AIM company executives in the annual KPMG or similar
type comparative survey of the remuneration of AIM company
executives of companies with comparable projects at a similar stage
of development to Galileo ("Comparable Median Annual Salary"). The
remuneration committee will in making awards determine appropriate
key performance indicators for the Eligible Participant to meet
("Award Triggers").
Short Term Incentive Awards : Eligible Participants with direct
involvement in meeting short term operational targets for example
production or exploration targets will be eligible for incentive
awards determined by the remuneration committee. The maximum award
shall be capped at two (2) times the Eligible Participants'
Comparable Median Annual Salary. Awards may be paid in cash and /or
Company shares and if in Company shares based on the 30- day VWAP
following announcement of the Company's interim and final results.
Awards of Company shares to Directors and PDMRs may be subject to a
minimum holding period of up to 3 months to be determined.
Annual Incentive Awards : These will be awarded to Eligible
Participants with approximately 25% of their awards being related
to Company performance and approximately 75% related to individual
key performance indicators determined by the remuneration
committee. The maximum award shall be capped at three (3) times the
Eligible Participants' Comparable Median Annual Salary. Awards may
be paid in cash and / or Company shares and if in Company shares
based on the 30-day VWAP following announcement of Company's
interim and final results. Awards of Company shares to Directors
and PDMRs may be subject to a minimum holding period of up to 3
months to be determined. An Eligible Participant who has been
awarded a Short Term Incentive Award is eligible for an Annual
Incentive Award but their Annual Incentive Award will be reduced by
the amount due to them under their Short Term Incentive Award.
Transaction Incentive Awards : These will be awarded to Eligible
Participants and the Award Triggers will be based on the Company
completing a successful acquisition or disposal transaction (the
"Transaction") based on criteria determined by the remuneration
committee. The maximum award payable in relation to a transaction
will be in the range 1% to 2% of the Transaction value and be
allocated amongst the Eligible Participants by the remuneration
committee. Awards may be paid in cash and / or Company shares and
if in Company shares based on the 30-day VWAP following the date
the Company announces the Transaction.
Corporate Event : In the event of a takeover or merger, general
offer being made to shareholders, scheme of arrangement, member's
voluntary winding up, change of control or other similar corporate
event (a "Corporate Event"), the Eligible Participant will be
deemed to have met their Annual Incentive Award and / or Award
Trigger unless determined otherwise by the Remuneration committee
taking into account the Eligible Participants Annual Trigger and /
or Award Trigger.
ENDS
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