Brooge Energy Ltd., a midstream oil storage and service provider strategically located outside the Strait of Hormuz, has received a letter from The Nasdaq Stock Market dated December 27, 2021 (the “Notice”), following a notification delivered to Nasdaq by the Company, confirming that the Company is not in compliance with Listing Rule 5605 with respect to Nasdaq’s independent director requirement. The non-compliance was triggered due to two directors nominated for re-election failing to be elected to serve on the board of directors at the annual meeting of shareholders of the Company held on December 16, 2021. As a result, Brooge Energy is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires the Company's board of directors to be comprised of a majority of independent directors. Brooge Energy’s board of directors presently has six members, including three independent directors.
The Notice does not impact the Company’s listing on the Nasdaq Capital Market at this time, provided that the Company cures the deficiency under Nasdaq Listing Rule 5605(b)(1) within the time period specified by the applicable rule. Consistent with Nasdaq Listing Rule 5605(b)(1)(A), and as set forth in the Notice, the Company is required to regain compliance as follows: 1) by the earlier of the Company’s next annual shareholders’ meeting or December 16, 2022; or 2) if the next annual shareholders’ meeting is held before June 14, 2022, then to evidence compliance by no later than June 14, 2022.
The Company intends to regain compliance as soon as possible by actively searching for an additional independent member of the board. The Company’s search will focus on individuals within the oil and gas sector with a renewable energy understanding, which new board member is intended to complement the existing expertise in the Company’s board of directors in order to position Brooge Energy for the future growth, including possible expansion into the renewable energy sector.