Result of Reconvened General Meeting

UK Oil & Gas PLC

05 March 2024

 

UK Oil & Gas PLC

("UKOG" or the "Company")

Result of Reconvened General Meeting

UKOG (LONDON AIM:UKOG) is pleased to announce that at its Reconvened General Meeting held earlier today, all resolutions put to shareholders were duly passed.

Following the share reorganisation the total voting rights in the Company are 3,253,992,610 ordinary shares of £0.000001 each.  

A summary of the proxy results in relation to today's meeting is set out below.

Proxy results

Resolution For Against Withheld Discretionary 1 5,035,686,271 1,419,608,340 155,706,220 1,862,126 2 5,033,882,809 1,420,606,054 156,511,968 1,862,126 3 4,998,942,952 1,456,264,035 155,793,844 1,862,126 4 5,052,575,486 1,391,369,920 167,055,425 1,862,126 5 5,037,985,182 1,398,983,123 174,032,526 1,862,126

Further to the announcement on 22 February 2024, the Company's issued share capital increased to 32,539,926,104 ordinary shares. The resolutions passed in today's meeting were clerically amended in the meeting to reflect the increased share capital. A summary of the resolutions passed at today's meeting is set out below.

Resolution 1:	Subject to the New Articles being adopted, this is an ordinary resolution to grant the Directors with authority to subdivide and reclassify the existing ordinary shares of £0.0001 each in the capital of the Company so that each ordinary share of £0.0001 each be and they are sub-divided and reclassified into one (1) New Ordinary Share of £0.0000001 each in the capital of the Company and 999 new Deferred B Shares of £0.0000001 each in the capital of the Company with each having the rights and restrictions set out in the New Articles.
Resolution 2:	Subject to Resolutions 1 and 4 being passed this is an ordinary resolution to grant the Directors with authority to (i) consolidate the 32,539,926,104 ordinary shares of £0.0000001 each in the capital of the Company on a 10:1 ratio into 3,253,992,610 ordinary shares of £0.000001 each, such shares having the same rights and being subject to the same restrictions as the existing ordinary shares of £0.0001 each in the capital of the Company and (ii) consolidate the 32,507,386,177,896 deferred B shares of £0.0000001 each in the capital of the Company on a 10:1 ratio into 3,250,738,617,790 deferred B shares of £0.000001 each (together "Consolidated Shares" or each a "Consolidated Share"), with each Consolidated Share having the rights and restrictions set out in the New Articles.
Resolution 3:	This is an ordinary resolution to grant the Directors with authority to allot and issue shares and grant rights to subscribe for shares in the Company for the purposes of Section 551 of the Act conditional upon Resolution 1, 2 and 4 being passed up to the maximum aggregate nominal value of £1,627.00, or should Resolution 1, 2 and 4 not pass up to the maximum aggregate nominal value of £1,626,996.31 being approximately 50% of the Company's ordinary share capital in each instance. This Resolution replaces any existing authorities to issue shares in the Company and the authority under this Resolution will expire at the conclusion of the next annual general meeting of the Company.

SPECIAL RESOLUTIONS

Resolution 4:

This is a special resolution to approve the adoption of the New Articles. Subject to and conditional upon the passing of Resolutions 1 and 2, with effect from the conclusion of the meeting, the proposed articles of association produced to the meeting and, for the purposes of identification, initialled by the Chairperson, be adopted as the new articles of association of the Company in substitution of the existing articles of association of the Company.

Resolution 5:

Resolution 5 proposes to dis-apply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under Section 561(1) of the Act. This is a special resolution authorising the Directors to issue equity securities as continuing authority conditional upon Resolution 1, 2 and 4 being passed up to the maximum aggregate nominal value of £1,627.00, or should Resolution 1, 2 and 4 not pass up to the maximum aggregate nominal value of £1,626,996.31 being approximately 50% of the Company's ordinary share capital in each instance. The authority granted by this Resolution will expire at the conclusion of next annual general meeting of the Company.

For further information, please contact:

UK Oil & Gas plc

Stephen Sanderson / Guzyal Mukhametzhanova                                       Tel: [phone]

WH Ireland Ltd (Nominated Adviser and Broker)                                                            

James Joyce / James Bavister / Andrew de Andrade                                 Tel: [phone]

Communications

Brian Alexander                                                                                                 Tel: [phone]  

 

END