African Pioneer PLC Result of AGM (9461W)
23 Agosto 2022 - 5:40AM
UK Regulatory
TIDMAFP
RNS Number : 9461W
African Pioneer PLC
23 August 2022
23 August 2022
African Pioneer Plc
("African Pioneer" or the "Company")
Result of 2022 Annual General Meeting ("AGM")
African Pioneer plc ("APP" or the "Company"), the exploration
and resource development company with projects in Namibia, Zambia
and Botswana, is pleased to announce that at its 2022 AGM held
earlier today, all resolutions as set out in the Notice of AGM were
passed.
Accordingly, the new incentive scheme for directors, officers,
employees and consultants providing for the payment of short-term,
annual and transaction incentive awards in cash or Company shares
(as set out in the Notice of AGM) (the "Incentive Schemes") has
been approved. The principal terms of the adopted Incentive Schemes
are set out in Appendix 1 to this announcement and will be made
available on the Company's website.
For further information, please contact:
African Pioneer Plc
Colin Bird
Executive Chairman +44 (0)20 7581 4477
Beaumont Cornish (Financial Adviser)
Roland Cornish +44 (0) 020 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
or visit https://africanpioneerplc.com/
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").
APPENDIX to Notice of African Pioneer Plc 2022 AGM Notice of
Meeting
Summary of the principal terms of the African Pioneer Plc
Incentive Schemes (the "Incentive Schemes")
Overview : The Incentive Schemes are intended to put in place
new short-term, annual and transaction incentive awards payable in
cash and/or Company shares to align the interest of directors,
officers, employees and consultants with those of shareholders.
These awards are not intended to replace the Company's proposed
share option scheme and shall continue until the Board of the
Company have put an alternative incentive scheme to the Company's
shareholders which the Company's shareholders have approved.
Eligibility : Directors, officers, employees and consultants of
the African Pioneer Plc group ("Eligible Participants"). Eligible
Participants, who are good leavers, may continue to be eligible for
awards for up to 12 months from their resignation or
retirement.
Operation and purpose : The remuneration committee of the
Company will make awards to Eligible Participants to reward, retain
and recruit Eligible Participants and reward performances against
performance measures determined by the remuneration committee. A
member of the remuneration committee will not participate in the
determining of their own award. The remuneration committee will in
determining awards relative to annual salary have regard to median
salaries of public company executives in the annual KPMG or similar
type comparative survey of the remuneration of public company
executives of companies with comparable projects at a similar stage
of development to African Pioneer Plc ("Comparable Median Annual
Salary"). The remuneration committee will in making awards
determine appropriate key performance indicators for the Eligible
Participant to meet ("Award Triggers").
Short Term Incentive Awards : Eligible Participants with direct
involvement in meeting short term operational targets for example
production or exploration targets will be eligible for incentive
awards determined by the remuneration committee. The maximum award
shall be capped at two (2) times the Eligible Participants'
Comparable Median Annual Salary. Awards may be paid in cash and /or
Company shares and if in Company shares based on the 30-day VWAP
following announcement of the Company's interim and final results.
Awards of Company shares to Directors and PDMRs may be subject to a
minimum holding period of up to 3 months to be determined.
Annual Incentive Awards : These will be awarded to Eligible
Participants with approximately 25% of their awards being related
to Company performance and approximately 75% related to individual
key performance indicators determined by the remuneration
committee. The maximum award shall be capped at three (3) times the
Eligible Participants' Comparable Median Annual Salary. Awards may
be paid in cash and / or Company shares and if in Company shares
based on the 30-day VWAP following announcement of Company's
interim and final results. Awards of Company shares to Directors
and PDMRs may be subject to a minimum holding period of up to 3
months to be determined. An Eligible Participant who has been
awarded a Short Term Incentive Award is eligible for an Annual
Incentive Award but their Annual Incentive Award will be reduced by
the amount due to them under their Short Term Incentive Award.
Transaction Incentive Awards: These will be awarded to Eligible
Participants and the Award Triggers will be based on the Company
completing a successful acquisition or disposal transaction (the
"Transaction") based on criteria determined by the remuneration
committee. The maximum award payable in relation to a Transaction
will be up to 5% of the Transaction value and be allocated amongst
the Eligible Participants by the remuneration committee. Awards may
be paid in cash and / or Company shares and if in Company shares
based on the 30-day VWAP following the date the Company announces
the Transaction.
Corporate Event : In the event of a takeover or merger, general
offer being made to shareholders, scheme of arrangement, member's
voluntary winding up, change of control or other similar corporate
event (a "Corporate Event"), the Eligible Participant will be
deemed to have met their Annual Incentive Award and / or Award
Trigger unless determined otherwise by the Remuneration committee
taking into account the Eligible Participants Annual Trigger and /
or Award Trigger.
ENDS
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August 23, 2022 06:40 ET (10:40 GMT)
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