Notice of Annual General Meeting and Proposed new Performance Share Plan

11 October 2016

Urals Energy PCL ("Urals Energy" or the "Company")
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:

  1. 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:


For further information, please contact:

Urals Energy Public Company Limited
Andrew Shrager, Chairman
Leonid Dyachenko, Interim Chief Executive Officer
Sergey Uzornikov, Chief Financial Officer
Tel: +7 495 795 0300,

Allenby Capital Limited, Nominated Adviser and Broker
Nick Naylor / Alex Brearley
Tel: +44 (0) 20 3328 5656,


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