AGM 2021

Jun 16, 2021

Good morning, ladies and gentlemen, and welcome to the Jade Stone Energy Plc Annual General Meeting. At this time, all lines are in listen only mode. This call is being recorded on Wednesday, June 16, 2021. I would now like to turn the conference over to Dennis McShane. Please go ahead. Thank you, Colin. Good morning, ladies and gentlemen. It is now 9 o'clock in London, and it is a pleasure to welcome those listening and as Chairman of your Board, I would like to introduce you to other members of your Board who are attending through the webcast link, including Paul Blakely, our Chief Executive Officer Dan Young, our Chief Financial Officer Robert Lambert, Non Executive Deputy Chairman Ian McLaren, Non Executive Director and Cedric Fontenet, Non Executive Director. Before starting the formal business of the meeting, I would like to extend my thanks to those shareholders who are listening in at this AGM. I am sorry that the ongoing pandemic and associated restrictions in both the United Kingdom and Singapore mean that we are unable to hold an AGM, which everyone can attend in person. It is our intention to return to a more familiar approach next year, and I look forward to seeing as many shareholders as possible in person then. As we reflect on the year, Jade Stone has delivered exceptional results with management adapting our strategy in order to protect the company's balance sheet by reducing costs and deferring near term investments, all with the full support of the Board. A few key highlights include: Jamestown generated positive operating cash flows of $87,000,000 which contributed to a reduction of substantially all our debt and a more than doubling of our net cash position to $82,000,000 as at December 31, 2020. Jade Stone delivered an excellent performance from a health and safety perspective with 0 lost time incidents and 0 serious injuries. Jade Stone also demonstrated our ongoing commitment to our growth strategy through the completion of the acquisition of the Lamaang asset in Indonesia, which added important diversity to the portfolio, particularly through future gas development, which will serve as a natural pricing hedge against the currently oil weighted production base. Further, Jade Stone continues to press towards completion of our acquisition of the 69% operated interest in the Maori asset in New Zealand and the acquisition of the SapuraOMV's assets offshore Peninsula Malaysia. And following Jatestone's maiden dividend in 2020, we declared on 11 June 2021 a second 2020 dividend of US0.01 pence per share on the current spot exchange rate of 0.7087, equivalent to a total distribution of US5 $1,000,000 Further, we completed our internal reorganization on 23rd April 2021, resulting in a new UK based parent for the group, Jade Stone Energy Plc, which has unlocked further cash flow savings for Jade Stone and for our shareholders. Now moving to the formal business of the meeting, I hand over to Dan Young, who will chair the formal meeting. Dan? Thank you, Dennis. Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13, 14 and 15 will be proposed as special resolutions. With the consent of the meeting, I have taken the notice of meeting as read. Further, with the consent of the meeting, I've also taken the report of the auditors to the shareholders as read. As usual, I direct the voting on all the resolutions will be via a poll. This is recommended best practice, and we believe that the voting instructions of all shareholders should be taken into account and not just those of shareholders who are able to attend. I will complete poll cards for all shares in respect of which I have been appointed proxy. These poll cards will be totaled at the end of the meeting and the results announced and published on our website as soon as possible. In the meantime, I will provide a breakdown of the proxy votes received after introducing each resolution. The first item on the agenda is the receipt of the audited consolidated financial statements of Jade Stone Energy Inc. For the period ended 31st December 2020 as the holding company of the group during that year. I propose that the audited consolidated financial statements for Jade Stone Energy, Inc. As at and for the financial year ended 31st December 2020 together with the Director's Report and auditors report thereon be received. Proxies received on Resolution 1 were for $235,275,355,000 against 2,910 withheld 10,000. Next, we deal with the appointment of auditors. I propose that Deloitte and Touche LLP be appointed as auditor of the company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are to be laid. Proxies received on Resolution 2 were for 235,276,000 999 against 11,260 P6 withheld, Neil. Resolution 3 grants the directors' authority to fix of the auditors. I propose that the directors of the company be authorized to agree Deloitte's remuneration. Proxies received on Resolution 3 were for $227,451,932 against 7,836,000 3333, withheld nil. Next, we come to the reelection of directors. Under the articles of association, the directors are required to submit themselves to reelection at every Annual General Meeting. Myself, Mr. Blakely, Mr. Fontenet, Mr. Lambert, Mr. McLaren, Mr. McShane, Mr. Neuhauser and Ms. Stewart hereby retire and being eligible offer ourselves for reelection. Biographical details of all the directors standing for reelection appear on the website in Pages 9495 of the annual report. In respect of Resolution 4, I propose to reelect Alexander Paul Blakely as the Director of the company. Proxies received on Resolution 4 were for 235,000,000 283,855 against 2,910 withheld 1500. In respect of Resolution 5, I propose to reelect Cedric Continent as the Director of the company. 7,028 against 3,629,737, withheld 1500. In respect of Resolution 6, I propose to reelect Robert Lambert as the Director of the company. Proxies received on Resolution 6 were 235,283,000 855, withheld 2,910, withheld 1500. In respect of Resolution C, I propose to reelect Ian McFerrin as a Director of the company. Proxies received on Resolution C for 231,000,658,028 against 3,629,737, withheld 1500. In respect of Resolution 8, I propose to reelect Dennis McShane as the Director of the company. Proxies received on Resolution 8 were for 231 BDC,000,000,000,000 against 3,629,000 withheld 1500. In respect of Resolution 9, I propose to reelect David Neuhauser as a Director of company. Proxies received on Resolution 9 were 235,283,000 855 against 2,910 withheld 1500. In respect of Resolution 10, I propose to reelect Lisa Stewart as the Director of the company. Proxies received on Resolution 10 were for $235,283,105 against 3,660 withheld 1500. As Resolution 11 relates to my reappointment, I hand over to Neil Prendergast, the company secretary to propose the resolution. In respect of Resolution 11, I propose to reelect Dan Young as the Director of the company. Proxies received on Resolution 11 were for 234,699,932 against 586,833, withheld 1500. I now hand back to Dan. Thank you, Neil. Paragraph A of Resolution 12 authorizes the directors to allot shares of the company up to an aggregate nominal amount of £154,567 representing 1 third of the existing issued ordinary share capital of the company as at 21 May 2021, excluding treasury shares. Paragraph B of Resolution 12 authorizes the allotment of an additional 1 third, giving the directors' authority to allot equity securities of the company up to an aggregate nominal amount of £309,133 in connection with the rights issue. The authority sought at the Annual General Meeting will expire on 30 June 2022 or if earlier, the conclusion of the next Annual General Meeting of the company. Although the company has no present intention to exercise these authorities, it is considered prudent to take advantage of the flexibility they provide. I propose that Resolution 12 set out in the notice of meeting be approved. Proxies received on Resolution 12 were for 235,276,000 514 against 11,751 withheld nil. Under Special Resolutions 13 and 14, it is proposed to renew the authority for the directors to allot equity securities for cash without first being required to offer such securities to existing shareholders. Resolution 13 seeks authorization to disapply the preemption rights for up to 5% of the company's issued share capital. And Resolution 14 seeks authorization to disapply the preemption rights for an additional 5% for transactions, which the Board determines to be an acquisition or other capital investment as defined in the Preemption Group Statement of Principles. The authority sought at the Annual General Meeting will expire on 30th June 2022 or if earlier, the conclusion of the next Annual General Meeting of the company. The Board intends to adhere to the provisions in the Preemption Group's statement of principles. Shareholders will note that this resolution also relates to the sale of treasury shares. I propose that Resolution 13, as set out in the notice of meeting, be approved. Proxies received on Resolution 13 were for 235,247,000 931 against 39,584, withheld 750. I propose that Resolution 14, as set out in the notice of the meeting be approved. Proxies received on Resolution 14 were for 2 100 and 35,249,764 against 37,000 751. We've held 750. Special Resolution 15 proposes that the company be permitted to purchase up to 10% of its ordinary shares at or between the minimum and maximum prices specified in this resolution. This power would be used only after careful by the directors having taken into account market conditions prevailing at that time, the investment needs of the company, its opportunities for expansion and its overall financial position. The directors would exercise the authority to purchase which could be reasonably expected to result in an increase in earnings per share. The authority to be sought by this resolution is intended to apply equally to shares to be held by the company as treasury shares. Treasury shares may be canceled sold for All rights attaching to them, including voting rights and any right to receive dividends are suspended whilst they are held in treasury. The authority sought at the Annual General Meeting will expire on 30 June 2022 or if earlier, the conclusion of the next Annual General Meeting of the company. I propose that Resolution 15 as set out in the notice of the meeting be approved. Proxies received on Resolution 15 were for 235,200 and 73,014 against 15,251 withheld nil. Ladies and gentlemen, thank you for bearing with us while the formalities of the meeting were dealt I have completed poll cards for all shares in respect to which I have been appointed proxy. These poll cards have been totaled and the votes reflect the proxy votes cast as no additional votes have been cast. I declare that all resolutions have been duly passed. The results will be published on our website as soon as possible. Ladies and gentlemen, that concludes the formal business I will now hand over to Dennis to close the meeting. Dennis, can you hear me? In Dennis' absence, I would now close the meeting. Before closing, I would like to thank the fellow members of the Board for their continued support and contribution to our company. And on behalf of the Board, I wish to thank the rest of the executive team, managers, and all of the necessary efforts made during this past year and for their continued efforts. Thank you all for participating in this webcast today, and I now declare the meeting closed. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.