Urals Energy Public Company Limited Notice of AGM & Proposed Performance Share Plan (1639M)
October 11 2016 - 1:00AM
UK Regulatory
TIDMUEN
RNS Number : 1639M
Urals Energy Public Company Limited
11 October 2016
11 October 2016
Urals Energy Public Company Limited
("Urals Energy", the "Company" or the "Group")
Notice of Annual General Meeting
and
Proposed new Performance Share Plan
Urals Energy PCL (AIM:UEN), the independent exploration and
production company with operations in Russia, is pleased to
announce that the Company's 2016 Annual General Meeting (the
"Annual General Meeting") will be at the registered office of the
Company at Menandrou 3, Glafkos Tower, 5th Floor, Office 501, 1066
Nicosia, Cyprus at 11:00 a.m. on 10 November 2016.
At the Annual General Meeting, the following resolutions will be
considered, and, if fit, adopted:
Ordinary Resolutions:
1. Consideration of the consolidated financial statements for
the year ended 31 December 2015, the report of the auditors
PricewaterhouseCoopers Cyprus thereon and the Directors' Report on
the recommendation of the Board of Directors.
2. Consideration of the exclusion and waiver of the pre-emption
rights of all the current members of the Company, in accordance
with Regulation 5 of the Articles of association of the Company and
section 60B(5) of the Companies Law, Cap. 113, in connection with
the issue and allotment of 25,244,606 ordinary shares in the
capital of the Company, representing not more than ten per cent
(10%) of the issued share capital of the Company, all as more fully
set forth on the written report of the Directors of the Company
dated 30 September 2016, on the recommendation of the Board of
Directors of the Company.
Resolutions requiring cumulative voting:
3. Re-election of Stephen Buscher as a director of the Company,
on the recommendation of the Board of Directors.
Proposed new Performance Share Plan
Resolution 2, above, is proposed in connection with a new
performance share plan (the "Performance Share Plan"), which the
Company desires to adopt to retain and incentivise the Company's
directors, executive officers and other key employees. In addition,
it is hoped that the existence of the Performance Share Plan will
assist in the recruitment of new talented personnel in a highly
competitive environment. The first Restricted Stock Plan adopted by
the Company in 2006 has ceased to be effective. The Company
therefore desires to adopt a new Performance Share Plan.
The proposed Performance Share Plan will be effected by means of
issuing and allotment of 25,446,060 new ordinary shares in the
share capital of the Company which represent not more than ten per
cent (10%) of the issued share capital of the Company with a
nominal value of US$0.0063 each ("Performance Shares") at an issue
price representing the weighted average market price at the day of
issue and allotment. The Performance Share Plan will expire when
the limit amounting to 10% of issued share capital of the Company
is achieved.
Conditional share awards, being the right to acquire a specified
number of Performance Shares for no cost at a future release date,
are to be granted to eligible employees under the Performance Share
Plan. The Board shall, inter alia, specify one or more appropriate
performance conditions for conditional share awards. A performance
condition is defined as a condition which: (a) must be satisfied
before a conditional share award can be released; (b) is linked to
the achievement of enhanced performance by the Company and its
subsidiaries over at least a three year period; and (c) is set out
in the relevant award certificate. Among other things, the Board
may vary or waive any performance condition under certain permitted
circumstances, and the Board is to determine whether, and to what
extent, a performance condition has been satisfied on the
appropriate performance measurement date.
Full details regarding the proposed Performance Share Plan can
be found in the terms of reference of the Performance Share Plan
(the "Performance Share Plan Terms of Reference") and in a report
of the board of directors of the Company in respect of the
Performance Share Plan (the "Performance Share Plan Report"). The
Performance Share Plan Terms of Reference, the Performance Share
Plan Report, the notice of Annual General Meeting, a letter to
shareholders, a form of proxy and a form of instruction have been
posted to shareholders and will shortly be available on the
Company's website, at: www.uralsenergy.com.
- Ends -
For further information, please contact:
Urals Energy Public Company Limited
Andrew Shrager, Chairman Tel: +7 495 795 0300
Leonid Dyachenko, Interim Chief Executive
Officer
Sergey Uzornikov, Chief Financial www.uralsenergy.com
Officer
Allenby Capital Limited
Nominated Adviser and Broker
Nick Naylor / Alex Brearley Tel: +44 (0) 20 3328
5656
www.allenbycapital.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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