The Board of Gulf Keystone announces that all the resolutions proposed at the Company's Annual General Meeting ("AGM") held today at 12.00 noon (local time) in Dublin, were duly passed by shareholders.
After receiving feedback from key stakeholders in the Company, Resolutions 9 and 10 were amended and put to the AGM by the Chairman as permitted by the by laws and were approved at the meeting as follows.
Resolution 9 is set out in the Notice of Annual General Meeting dated 16 November 2016 and relates to the 2016 Gulf Keystone Value Creation Plan (VCP). The principal terms of the VCP are summarised in Part 2 of the Circular.
The changes made to the VCP are as follows:
- A reduction is being made to the percentage of the incremental value created above the hurdle growth rate which is distributed to the Executive. The reduction is from 10% to 8%.
- A cap of $US20m is being introduced to the total value of the Nil Cost Options, i.e. at each Measurement Date the aggregate value of all Nil Cost Options granted at previous Measurement Dates and at that Measurement Date shall not exceed $20million. The value of Nil Cost Options for these purposes being the value at the Measurement Date in respect of which they were granted.
- The share price for the purposes of measuring the VCP is based on a US$350 million market capitalization; an increase from US$300 million.
- A change to the special provision in the event of a change of control. If the Company enters into a binding sale agreement before 31st December 2017, the value of the units held by participants shall equal 2% of the acquisition price of the Company, less the value provided under the 2016 Staff Retention Scheme. This date has changed from 13th July 2017.
- Regarding the distribution of the incentive pot, the discretion is given to the Board to make the distribution that is justified in their view.
Resolution 10 is set out in the Notice of Annual General Meeting dated 16 November 2016 and relates to the 2016 Gulf Keystone Staff Retention Plan (SRP). The principal terms of the SRP are summarised in Part 3 of the Circular dated 16 November 2016.
The changes to the SRP related to where the Company enters into a binding sale agreement before 31st December 2017 (instead of 13th July, 2017) and provide that outstanding options become exercisable up to a maximum of 50%.
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