6 Sep 2022 18:21
6 September 2022
LAMPRELL PLC("Lamprell" and with its subsidiaries the "Group")
CORRECTION: RESULTS OF 2022 AGM
This is a correction of the announcement released on 6 September 2022 at 14:53 under RNS Number 4835Y. The announcement corrects resolution 14 to reference PricewaterhouseCoopers LLC being appointed as the Company's external auditors. The full corrected announcement is set out below. In all other respects, the announcement is the same issued in the above-mentioned RNS.
The Company held its 2022 Annual General Meeting today at 5.00PM local time, at the Lamprell Hamriyah offices in Sharjah, United Arab Emirates. Meeting attendance was reduced to the minimum necessary quorum of shareholders, facilitated by the Company.
All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. Resolutions 6, 7, 12 and 13 were not put to the meeting as they related to the appointment of Non-Executive Directors that had stepped down from the Board since publication of the Notice of Annual General Meeting. All other resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority except for Resolution 2, further details of which are set out below. Each of the resolutions put to the Annual General Meeting was voted on by way of a poll and the results are set out below:
Resolution no | Resolution | TOTAL SHARES VOTED | FOR/ DISCRETION | % | AGAINST | % | WITHHELD |
| Ordinary Business |
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1 | 2021 Report and Accounts | 275,879,439 | 275,858,086 | 99.9 | 21,353 | 1,685,233 | |
2 | Approve the 2021 Annual Report on Remuneration | 52,862,579 | 6,403,161 | 12.1 | 46,459,418 | 87.9 | 224,702,093 |
3 | Re-elect John Malcolm as a director of the Company | 277,520,636 | 274,819,605 | 99.0 | 2,701,031 | 1.0 | 44,036 |
4 | Re-elect Christopher McDonald as a director of the Company | 277,520,636 | 277,455,045 | 99.9 | 65,591 | 44,036 | |
5 | Re-elect Antony Wright as a director of the Company | 277,460,636 | 277,394,789 | 99.9 | 65,847 | 104,036 | |
8 | Re-elect Debra Valentine as a director of the Company | 277,520,636 | 254,120,131 | 91.6 | 23,400,505 | 8.4 | 44,036 |
9 | Re-elect Debra Valentine as a director of the Company (Independent Shareholder vote) | 158,088,345 | 152,194,665 | 96.3 | 5,893,680 | 3.7 | 44,036 | |||
1o | Re-elect Mel Fitzgerald as a director of the Company | 275,869,840 | 258,567,027 | 93.7 | 17,302,813 | 6.3 | 1,694,832 | |||
11 | Re-elect Mel Fitzgerald as a director of the Company (Independent Shareholder vote) | 156,437,549 | 154,517,449 | 98.8 | 1,920,100 | 1.2 | 1,694,832 | |||
14 | Appoint PricewaterhouseCoopers LLC as auditors of the Company | 277,531,235 | 275,858,133 | 99.4 | 1,673,102 | 0.6 | 33,437 | |||
15 | Authorise the Audit & Risk Committee to fix the auditors' remuneration | 277,530,235 | 277,513,813 | 99.9 | 16,422 | 34,437 | ||||
Special Business | ||||||||||
16 | Authorise the directors to allot shares pursuant to Article 5.1 | 277,531,035 | 277,400,646 | 99.9 | 130,389 | 33,637 | ||||
17 | Pre-emption rights pursuant to Article 5.2 | 277,531,035 | 274,684,429 | 99.0 | 2,846,606 | 1.0 | 33,637 | |||
18 | Directors' authority to make market purchases of its own shares | 173,068,688 | 171,370,867 | 99.0 | 1,697,821 | 1.0 | 104,495,984 | |||
Resolution 2 - Directors' Remuneration Report 2021
The Board thanks those shareholders voting for their support at the 2022 AGM. We note, however, that a majority of shareholders voting did not approve resolution 2 (Approve the Directors' Remuneration Report for 2021). This vote (as in past years) was a voluntary and non-binding resolution.
The Board will reflect on the implications of this vote but notes that shareholders are being asked to approve the delisting of the Company and its re-registration as a private company at an Extraordinary General Meeting to be held on 26 September 2022.
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the 'FOR' total.
2. A 'VOTE WITHHELD' is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution and is not included in the total proxy votes received for each resolution.
3. Number of ordinary shares of 5 pence each in issue at meeting date: 412,817,636.
4. The Controlling Shareholder (as defined in the AGM Notice) was not eligible to vote on resolutions 9 and 11. Voting on resolutions 9 and 11 was by Independent Shareholders (as defined in the AGM Notice) only. The Controlling Shareholder holds a total of 119,432,291 Ordinary Shares, equating to 28.9% of the issued ordinary share capital with voting rights.
5. Copies of the resolutions passed as Special Business will be submitted to the National Storage Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- Ends -
Enquiries:
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Notes to editors
Lamprell is a leading provider of services to the international energy sector. Driving strategy and growth through its Renewables, Oil & Gas and Digital business units, underpinned by almost half a century of expertise, the Group has worked hard to establish its reputation for delivering projects safely, on time and to budget.
The Group has firmly established its international credentials in the renewables sector as well as continuing to build on its traditional oil and gas credentials. We are recognised for building complex offshore and onshore process modules and platforms, fabricating and refurbishing jack-up rigs and liftboats.
Lamprell employs more than 4,000 people across multiple facilities, with its primary facilities located in Hamriyah, in the UAE. Combined, the Group's facilities cover approximately 800,000m2 with over 1.5 km of quayside. In addition, the Group has facilities in Saudi Arabia (through a joint venture agreement). Lamprell is listed on the London Stock Exchange (symbol "LAM")."