CASPIAN SUNRISE PLC

Remuneration Information • Jun 5, 2019

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RNS Number : 2528B

Caspian Sunrise plc

05 June 2019

5 June 2019

Caspian Sunrise PLC

("Caspian Sunrise" or the "Company")

Award of long-term incentives

The board of Caspian Sunrise PLC are pleased to announce the following long-term incentive awards

Under the existing 2008 Share Option Scheme new options awards are made as follows:

Edmund Limerick             1,000,000             options exercisable at 20p per share

Tim Field                            1,000,000             options exercisable at 20p per share

These options to be exercised before 5 June 2029.

The option position of the Caspian Sunrise board following these option awards is as follows:

Name	4p	12p	13p	20p	Total
Clive Carver	2,400,000	538,264	750,000	3,000,000	6,688,264
Kuat Oraziman		269,132	3,090,000	3,000,000	6,359,132
Edmund Limerick		200,000	750,000	1,750,000	2,700,000
Tim Field				1,000,000	1,000,000
	2,400,000	1,007,396	4,590,000	8,750,000	16,747,396

Following the options awards the total number of shares under option to the board, is 16,747,396 representing 0.9% of the total shares currently in issue, with the total number of shares under option being 21,347,396 representing 1.2% of the total number of shares in issue.

Executive directors

The board are also pleased to announce the award of ten-year, cash-based incentive awards ('Executive Director Incentive Scheme') as follows:

That Clive Carver, Executive Chairman, and Kuat Oraziman, Chief Executive Officer, be entitled to receive cash payments to be triggered by the Company's attainment of both pre-set market capitalisation and share price targets as follows:

Market cap threshold	Share price target	Pay-out rate (each)	Pay-out amount (each)
$ billion	Pence per share	%	$' million
0.8	17.23	0.6	3.0
1.3	20.67	0.6	3.0
1.8	24.81	0.6	3.0
2.3	29.77	0.6	3.0
2.8	35.72	0.6	3.0

The scheme continues beyond the numbers in the table such that with the threshold for market capitalisation increasing at the rate of $0.5 billion and the corresponding share price threshold increasing from the earlier threshold by a constant factor of 1.2.

Each threshold must be sustained for at least 30 consecutive days for the awards to be triggered. 

Payments shall be made only when the Company has free cash either in the form of distributable reserves or as a result of a non interest bearing subordinated shareholder loan or an equity placing at a price not below the relevant share price threshold.

There may be only one pay-out for each market capitalisation threshold crossed no matter how many times it is crossed.

Whilst the Executive Director Incentive Scheme is in place neither of the current executive directors will be granted any further options.

The Executive Director Incentive Scheme is a related party transaction under the AIM Rules for Companies. The directors other than Kuat Oraziman and Clive Carver, consider, having consulted with its nominated adviser, WH Ireland, that the terms of the transaction are fair and reasonable in so far as shareholders are concerned.

Edmund Limerick, Chairman of the Caspian sunrise Remuneration Committee said:

"The executive management team of Kuat Oraziman and Clive Carver have, since May 2012, rebuilt the value of the Company from less than $25 million with a share price of less than 3p per share, to in excess of $250 million with a share price of 12.5p.

In the event the Company's market capitalisation increases from this point by intervals of $0.5 billion, and that the Company's share price exceeds a scale of pre-set levels, both Mr Oraziman and Mr Carver would each be entitled to receive cash payments of $3 million for each $0.5 billion increase in market capitalisation, representing, in aggregate, 1.2% of the additional market capitalisation created.

That these incentives take the form of cash payments while maintaining the link to share price and market capitalisation common in option schemes reflects the particular share ownership and tax positions of the individuals concerned.

On behalf of Caspian Sunrise shareholder generally, I very much hope the awards are triggered."

Ends.

Caspian Sunrise PLC
Clive Carver Executive Chairman	+7 727 375 0202
WH Ireland, Nominated Adviser & Broker
James Joyce Jessica Cave James Sinclair-Ford	+44 (0) 207 220 1666
Yellow Jersey PR Tim Thompson Henry Wilkinson	+44 (0) 203 735 8825

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