Result of AGM and Board Changes

RNS Number : 6385G

Prospex Energy PLC

27 July 2021

 

Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas

27 July 2021

Prospex Energy PLC ('Prospex' or the 'Company')

Result of AGM and Board Changes

Following today's Annual General Meeting ("AGM"), convened by the Notice of AGM dated 29 June 2021, Prospex Energy Plc announces that resolutions 1 to 3 set out in the Notice of AGM were approved by shareholders. Resolutions 4, 6 and 7 were not approved by shareholders. Resolution 5 was withdrawn prior to the AGM as announced on 26 July 2021.

The results of the poll for each resolution were as follows:

Resolution	For	% For	Against	% Against	Withheld
1. To receive and adopt the Company's annual accounts for the year ended 31 December 2020, together with the directors' report and the auditors' report on those accounts.	67,166,456	100	Nil	0	858,000
2. To re-appoint Adler Shine LLP as auditors to the Company.	67,179,801	98.77	836,651	1.23	8,004
3. To authorise the directors to set the auditors' remuneration.	67,751,805	96.75	2,272,651	3.25	Nil
4. To re-appoint James Smith as a director of the Company.	28,330,633	42.67	39,651,823	58.33	42,000
5. Resolution withdrawn	n/a	n/a	n/a	n/a	n/a
6. To authorise the directors to allot relevant securities pursuant to Section 551 of the Companies Act 2006.	18,391,682	27.04	49,632,774	72.96	nil
7. To disapply pre-emption rights	18,099,682	27.41	47,933,814	72.59	1,990,960

As at the date of the AGM, the number of issued ordinary shares of the Company was the Company's issued share capital consisted of 148,299,898 ordinary shares carrying one vote each.

7,361 shares are held in Treasury. Therefore, the total voting rights in the Company are 148,292,537, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. In accordance with the Company's Articles of Association, on a poll every member has one vote for every share held. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of vote "for" or "against" a resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total.

As a result of the vote on resolution 4, Mr James Smith no longer serves as a director of the Company. The Board now comprises Mr Mark Routh as CEO and a director, Mr Bill Smith as Non-Executive Chairman and Mr Richard Mays as a Non-Executive Director.

The Board acknowledges the significant vote against resolutions 4, 6 and 7. The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and, following the AGM, will continue to engage with those shareholders, and others, who voted against these resolutions to further understand their views and/or any specific concerns. We will publish an update on this engagement, in accordance with the QCA Corporate Governance Code, within six months of the 2021 AGM.

Confirmation of Appointment of Mark Routh as a Director of the Company

Following the AGM the Directors of the Company have met to appoint Mark to the board of the Company. This followed satisfactory completion of the Company's nominated adviser's due diligence processes.

Further information on Mr Mark Routh's appointment

The following details in relation to the appointment of Mr Routh are disclosed in accordance with AIM Rule 17 and Schedule 2(g) of the AIM Rules:

Mr Mark Christopher Routh (aged 63) has held the following directorships and/or partnerships in the past five years.

Current Directorships and Partnerships	Past Directorships and Partnerships (last five years)
Warrego Energy Limited	IOG Plc
Tesorillo Energy Limited	IOG North Sea Ltd
	IOG UK Ltd
	IOG Infrastructure Limited
	Warrego Energy UK Limited
	Avalonia Goddard Limited
	Avalonia Energy Limited
	Avalonia Abbeydale Limited

There is no further information to be disclosed in relation to Mr Routh's appointment pursuant to AIM Rule 17 or Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.

This announcement contains inside information.

For further information visit www.prospexenergy.com or contact the following:

Mark Routh	Prospex Energy Plc	Tel: [phone]
Rory Murphy Ritchie Balmer	Strand Hanson Limited	Tel: [phone]
Colin Rowbury Jon Belliss	Novum Securities Limited	Tel: [phone]
Duncan Vasey	Peterhouse Corporate Finance	Tel: [phone]
Frank Buhagiar Cosima Akerman	St Brides Partners Ltd	Tel: [phone]

 

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