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NOSTRUM OIL & GAS PLC Proxy Solicitation & Information Statement 2017

May 22, 2017

5327_agm-r_2017-05-22_e19e6d5b-19b1-4621-9060-d2753d9b270e.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

nostrum Oil & Gas PLC - ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.capitashareportal.com. If not already registered for the Share Portal, you will need your Investor Code below.

nostrum Oil & Gas

Notice of Availability 2016 Annual Report and Notice of 2017 AGM

IMPORTANT – PLEASE READ CAREFULLY

You can now access the 2016 Annual Report and Notice of the Meeting by visiting this website: www.nostrumoilandgas.com

For use at the Annual General Meeting to be held at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW on Monday 26 June 2017 at 11:30 a.m. (BST) (12:30 p.m. (CEST))

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending

Barcode:

Investor Code:

FORM OF PROXY

Nostrum Oil & Gas PLC - ANNUAL GENERAL MEETING

Bar Code:

Investor Code:

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over)

Name of proxy

Number of shares proxy appointed over

Event Code:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11:30 a.m. (BST) (12:30 p.m. (CEST)) on Monday 26 June 2017 and at any adjournment thereof. I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions:

If you wish to appoint multiple proxies please see note 4 over. ☐ Please also tick here if you are appointing more than one proxy.

RESOLUTIONS Please mark 'X' to indicate how you wish to vote By Agency Veto Withheld
ORDINARY RESOLUTIONS
1. To receive the Company's reports and accounts
2. To approve the Directors' Remuneration Report
3. To reappoint Mr Gupta as a director
4. To reappoint Mr Kessel as a director
5. To appoint Mr Richardson as a director
6. To appoint Ms Van Hecke as a director
7. To reappoint Sir Christopher Codrington, Bt. as a director
8. To reappoint Mr Martin as a director
9. To reappoint Mr Jain as a director
10. To appoint Mr Calvey as a director
11. To reappoint Ernst & Young LLP as auditor of the Company
RESOLUTIONS Please mark 'X' to indicate how you wish to vote By Agency Veto Withheld
--- --- --- --- ---
12. To authorise the Board to determine the remuneration of the Auditor on the recommendation of the Audit Committee
13. Authority to allot ordinary shares
SPECIAL BUSINESS
14. To approve the Nostrum Oil & Gas PLC 2017 Long Term Incentive Plan
15. To approve the making of awards under the 2017 Long Term Incentive Plan outside of the shareholder approved remuneration policy in 2017 only
SPECIAL RESOLUTIONS
16. Authority to dis-apply pre-emption rights
17. To authorise the Company to call any general meeting, other than the Annual General Meeting, on 14 clear days' notice
18. To approve the purchase of the Company's own shares
19. To approve the off-market purchase of the Company's own shares

Signature

Date

Printed by Michael Searle & Son Limited


Notes to the proxy form

  1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

  2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

  3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

  4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

  5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

  6. To appoint a proxy using this form, the form must be completed and signed, sent or delivered to Capita Asset Services, 34 Beckenham Road, London, BR3 4TU to be received no later than 11:30 a.m. (BST) (12:30 p.m. (CEST)) on Thursday 22 June 2017.

  7. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

  8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

  9. As an alternative to completing this hard-copy proxy form, you can appoint a proxy electronically by visiting www.capitashareportal.com and following the instructions. For an electronic proxy appointment to be valid, your appointment must be received by Capita Asset Services no later than 11:30 a.m. (BST) (12:30 p.m. (CEST)) on Thursday 22 June 2017.

  10. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Capita Asset Services (RA10) by 11:30 a.m. (BST) (12:30 p.m. (CEST)) on Thursday 22 June 2017. See the notes to the notice of meeting for further information on proxy appointment through CREST.

  11. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

  12. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

  13. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.

  14. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

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RLUB-TBUX-EGUC

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