TIDMPCI
RNS Number : 0886U
Petroceltic International PLC
24 July 2015
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.
VOTES % % OF VOTES % % OF VOTES VOTES
FOR ISSUED AGAINST ISSUED TOTAL WITHHELD(1)
SHARE SHARE
CAPITAL CAPITAL
------------------------- ----------- ------ --------- ----------- ------ --------- ------------ -------------
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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