Last checked at 21 Apr 2015 16:30
21 April 2015
Genel Energy plc
Results of Annual General Meeting
At the Annual General Meeting of Genel Energy plc held today, Tuesday, 21 April 2015, all resolutions put to the meeting were passed by the shareholders on a poll. The number of voting ordinary shares of £0.10p each in the Company in issue at the date of the meeting was 248,760,793 and each share attracted one vote.
Resolution 16 was put to the meeting as a resolution of the Independent Shareholders of the Company. As a result 174,150,551 of the voting ordinary shares in issue were eligible to vote on this resolution, these shares not being held by Focus Investments Limited, Elysion Energy Holdings BV and other concert parties (the "Significant Shareholders").
The appendix to this announcement sets out the Significant Shareholders' maximum current and potential interests in the Company's voting ordinary shares following the passing of Resolution 16.
The results are as follows:
Resolutions | For | % | Against | % | Withheld | Total lodged |
1. To receive the accounts and the reports of the directors and the auditors for the year ended 31 December 2014. | 174,859,217 | 100.00 | 0 | 0.00 | 0 | 174,859,217 |
2. To approve the annual report on remuneration for the year ended 31 December 2014. | 149,032,065 | 97.57 | 3,706,234 | 2.43 | 22,120,918 | 152,738,299 |
3. To re-elect Mr Rodney Chase as a non-executive director. | 174,829,838 | 99.98 | 29,379 | 0.02 | 0 | 174,859,217 |
4. To re-elect Dr Tony Hayward as an executive director. | 174,859,217 | 100.00 | 0 | 0.00 | 0 | 174,859,217 |
5. To re-elect Sir Graham Hearne as a non-executive director. | 174,827,969 | 99.98 | 31,248 | 0.02 | 0 | 174,859,217 |
6. To re-elect Mr Jim Leng as a non-executive director. | 174,827,969 | 99.98 | 31,248 | 0.02 | 0 | 174,859,217 |
7. To re-elect Mr Mehmet Öğütçü as a non-executive director. | 174,859,193 | 100.00 | 24 | 0.00 | 0 | 174,859,217 |
8. To re-elect Mr George Rose as a non-executive director. | 174,827,993 | 99.98 | 31,224 | 0.02 | 0 | 174,859,217 |
9. To re-elect Mr Nathaniel Rothschild as a non-executive director. | 174,859,005 | 100.00 | 12 | 0.00 | 200 | 174,859,017 |
10. To re-elect Mr Chakib Sbiti as a non-executive director | 174,858,817 | 100.00 | 400 | 0.00 | 0 | 174,859,217 |
11. To re-elect Mrs Gulsun Nazli Karamehmet Williams as a non-executive director. | 172,362,588 | 100.00 | 1,695 | 0.00 | 2,494,934 | 172,364,283 |
12. To re-elect Mr Murat Yazici as a non-executive director. | 174,856,892 | 100.00 | 2,325 | 0.00 | 0 | 174,859,217 |
13. To re-appoint PricewaterhouseCoopers LLP as the Company's auditors. | 173,863,191 | 99.43 | 995,826 | 0.57 | 200 | 174,859,017 |
14. To authorise the board of directors to set the auditors' fees. | 174,796,983 | 99.96 | 62,034 | 0.04 | 200 | 174,859,017 |
15. To give the Company limited authority to make political donations and incur political expenditure. | 171,877,717 | 98.82 | 2,048,907 | 1.18 | 932,593 | 173,926,624 |
16. To approve the waiver of obligations by the Takeover Panel under Rule 9 of the Takeover Code | 82,166,151 | 81.30 | 18,899,189 | 18.70 | 1,064,292 | 102,129,632 |
17. To authorise the Company to purchase its voting ordinary shares. | 174,768,527 | 99.95 | 90,690 | 0.05 | 0 | 174,859,217 |
18. To permit the Company to hold general meetings, other than an annual general meeting, on not less than 14 clear days notice | 159,469,900 | 91.20 | 15,389,317 | 8.80 | 0 | 174,859,217 |
The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.genelenergy.comand on the National Storage Mechanism www.hemscott.com/nsm.do
A copy of the special resolutions passed at the Annual General Meeting, have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do
-ends-
For further information please contact:
Genel Energy Sarah Robertson, Company Secretary Phil Corbett, Head of Investor Relations | +44 20 7659 5100 |
Appendix
Pursuant to the Takeover Code it is necessary to set out the current and potential respective interests of the Significant Shareholders of voting ordinary share capital following the passing of Resolution 16.
The table below shows the respective interests of the Significant Shareholders of ordinary shares, and how that holding is split between voting ordinary shares and suspended voting ordinary shares, as at today's date:
Ordinary | Voting Ordinary | Suspended Voting Ordinary | ||||
Shares | (%) | Shares | (%) | Shares | (%) | |
Elysion Energy Holding BV | 32,674,007 | 11.74 | 31,612,246 | 12.71 | 1,061,761 | 3.58 |
Focus Investments Limited | 64,589,351 | 23.20 | 42,917,339 | 17.25 | 21,672,012 | 73.16 |
Other concert parties | 6,968,569 | 2.50 | 80,657 | 0.03 | 6,887,912 | 23.26 |
Other Genel Energy shareholders | 174,138,930 | 62.56 | 174,138,930 | 70.01 | - | - |
Total | 278,370,857 | 248,749,172 | 29,621,685 |
The maximum potential interest of the Significant Shareholders in the voting ordinary share capital of the Company, following the full use by the Company of the buyback authority and assuming no Significant Shareholder participates in the buyback, is as set out in the following table:
Number of Voting Ordinary Shares | Percentage of Voting Ordinary Share capital after the maximum buy-back
| Number of Ordinary Shares | Percentage of Ordinary Share capital after the maximum buy-back
| |
Elysion Energy Holding BV | 31,612,246 | 14.12 | 32,674,007 | 12.89 |
Focus Investments Limited | 42,917,339 | 19.17 | 64,589,351 | 25.48 |
Other concert parties | 80,657 | 0.04 | 6,968,569 | 2.75 |
Total | 74,610,242 | 33.33 | 104,231,927 | 41.12 |
The Company currently holds 1,865,720 shares in treasury.