Zoltav Resources: Board Changes and Bandbear Joins

Zoltav Resources the CIS-focused oil and gas exploration and production company, announces that, at the Annual General Meeting (“AGM”) of the Company held today, all resolutions proposed were duly passed on a poll, with the exception of Resolution 2, to re-elect Symon Drake-Brockman as a director of the Company, which was not passed. Accordingly, Mr Drake-Brockman’s appointment as a non-executive director of the Company has ceased.

Additionally, Resolutions 4 and 8, to re-elect Michael Lombardi and Julia Lebedina respectively as directors of the Company, were withdrawn from the AGM following Mr Lombardi’s and Ms Lebedina’s decision to step down from the board prior to the AGM, with immediate effect. This reduction in the number of directors to four reflects the board’s decision, after a review of the effectiveness of the board and in consultation with its major shareholders, to simplify the Company’s management structure. Accordingly, the Company wishes to thank Mr Lombardi, Ms Lebedina and Mr Drake-Brockman for their contributions to Zoltav during their service as non-executive directors.

Zoltav has recently undergone a successful transformation into a producing oil and gas company with two substantial assets in the Russian Federation. The smaller board is intended to improve the efficiency and effectiveness of decision making, allowing the Company to make faster operational decisions on the ground and to more quickly assess new opportunities for growth.

Alastair Ferguson (Executive Chairman), Andrey Komarov (Executive Director), Stephen Lowden (Senior Independent Director) and Marcus Rhodes (Non-executive Director) remain on the board in their respective positions. This board comprises directors with considerable operating experience in Russia and the CIS, where Alastair Ferguson and Marcus Rhodes have also regularly served as independent directors.

In addition to the board changes described above, Bandbear Limited (“Bandbear”), one of Zoltav’s significant shareholders, has notified the Company that it intends to nominate a representative to the board in accordance with the terms of its relationship agreement with the Company. Bandbear’s representative would become the Company’s fifth board member. A further announcement confirming the identity of the Bandbear representative will be made in due course, following completion of the due diligence process.

Following the proposed appointment of a Bandbear representative to the Board, the Company’s two largest shareholders remain entitled to each nominate one additional representative to the board in the future, should they elect to do so, in accordance with the terms of the relationship agreements entered into with them. The Company remains entitled to appoint further independent directors in the future should it elect to do so.

In light of the board changes, the composition of the board committees will now be as follows:

Audit Committee: Stephen Lowden and Marcus Rhodes (with Marcus Rhodes acting as chairman)

Nomination and Remuneration Committee: Marcus Rhodes and Stephen Lowden (with Stephen Lowden acting as chairman)