Gulf Keystone Petroleum Ltd

Regulatory Filings • Jul 17, 2014

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RNS Number : 6611M

Gulf Keystone Petroleum Ltd.

17 July 2014

Not for release, publication or distribution in or into the United States or jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction.

17 July 2014

Gulf Keystone Petroleum Ltd. (AIM: GKP)

("Gulf Keystone" or "the Company")

Results of 2014 Annual General Meeting

The Board of Gulf Keystone, a leading independent E&P operator in the Kurdistan Region of Iraq, is pleased to announce that all the resolutions proposed at the Company's Annual General Meeting ("AGM") held today at 12.00 noon (local time) in Paris, were duly passed by shareholders.

Resolutions 4 and 5, relating to the re-appointment of Messrs Todd Kozel and Mark Hanson as Directors of the Company, were withdrawn by the Chairman as they had advised the Company that they had withdrawn their consent to be considered for re-election as directors of the Company.

The results of the AGM are as follows:

Resolution	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	VOTES WITHHELD
1. To re‑appoint Deloitte LLP as the Company's auditor and that the Board of directors of the Company be authorised to determine the auditor's remuneration	277,041,291	96.26	10,752,584	3.74	287,793,875	6,729,500
2. To re-elect Mr Andrew Simon as a Director	274,321,774	95.34	13,396,139	4.66	287,717,913	6,833,500
3. To re-elect Mr John Gerstenlauer as a Director	190,113,312	79.18	49,983,930	20.82	240,097,242	54,454,172
6. To approve the Gulf Keystone Petroleum Long‑Term Incentive Plan ("LTIP"), and the Directors be authorised to do all acts and things as they may consider necessary or desirable to bring the LTIP into effect	187,453,137	66.97	92,449,410	33.03	279,902,547	14,360,908
7. To approve the Remuneration Policy for Directors set out the Annual Report for the year ended 31st December 2013	264,847,175	94.54	15,293,715	5.46	280,140,890	14,391,049
8. To approve the Annual Report on Remuneration for Directors as set out in the Annual Report for the year ended 31 December 2013	225,106,996	78.41	61,979,408	21.59	287,086,404	7,445,536
9. To approve the Company's Bye-Laws be amended pursuant to Bye-Law 166 by deleting Bye-Laws 89 to 91 in their entirety and replacing with new Bye-Laws 89, 90, 91 and adding new Bye-Law 109A as set out in the Notice of Annual General Meeting	274,989,189	95.82	12,010,213	4.18	286,999,402	7,538,030
10. To approve the authorised share capital be increased to US$72,000,000 through the creation of 100,000,000 new common shares of $0.01 each as set out in the Notice of Annual General Meeting	224,177,591	77.95	63,428,618	22.05	287,606,209	6,930,733

The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on the Company's website http://www.gulfkeystone.com/ and at http://www.agm-gulfkeystone.com.

Enquiries:

Gulf Keystone Petroleum:	+44 (0) 20 7514 1400
Anastasia Vvedenskaya, Head of Investor Relations
Bell Pottinger	+44 (0) 20 7861 3232
Mark Antelme / Henry Lerwill
The Dilenschneider Group Jeffrey Keegan:     +1 212-922-0900 Terence Franklin:  +44 (0) 779548438

or visit: www.gulfkeystone.com

Notes to Editors:

·      Gulf Keystone Petroleum Ltd. (LSE: GKP) is an independent oil and gas exploration, development and production company focused on exploration in the Kurdistan Region of Iraq.

·      Gulf Keystone Petroleum International (GKPI) holds Production Sharing Contracts for four exploration blocks in Kurdistan, the Shaikan, Sheikh Adi, Ber Bahr and Akri-Bijeel blocks.

·      GKPI is the Operator of the Shaikan Block, which is a major commercial discovery, with a working interest of 75% and is partnered with Kalegran Ltd. (a 100% subsidiary of MOL Hungarian Oil and Gas plc.) and Texas Keystone Inc., which have working interests of 20% and 5% respectively.  Texas Keystone Inc. holds its interest in trust for Gulf Keystone, pending transfer of its interest to the Company.

·      Gulf Keystone is moving into the large-scale phased development of the Shaikan field targeting 100,000 bopd of production capacity during Phase 1 of the Shaikan Field Development Plan following its approval in June 2013.

Disclaimer:

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 communication and the information contained herein is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the company and its management, as well as financial statements. The company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States or any other jurisdiction. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the Company and its management, as well as financial statements. Copies of this communication are not being, and should not be, distributed in or sent into the United States.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication is distributed in any member state of the European Economic Area which applies Directive 2003/71/EC (this Directive together with any implementing measures in any member state, the Prospectus Directive) only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.

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