Last checked at 16 Jun 2021 17:45
Wednesday 16 June 2021
Tullow Oil plc ("Tullow" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON WEDNESDAY 16 JUNE 2021
Tullow announces that at its Annual General Meeting held earlier today, all resolutions set out in the Notice of Annual General Meeting put to the Annual General Meeting were passed by the requisite majority. 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:
| VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % OF ISC VOTES | VOTES WITHELD |
1. To receive and adopt the Company's annual accounts for the financial year ended 31 December 2019 | 858,877,588 | 99.99% | 52,836 | 0.01% | 858,930,424 | 60.15% | 609,121 |
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Remuneration Report
| 700,791,473 | 81.55% | 158,497,388 | 18.45% | 859,288,861 | 60.17% | 250,684 |
3. To re-elect Mike Daly as a Director. | 858,945,739 | 99.95% | 466,506 | 0.05% | 859,412,245 | 60.18% | 127,300 |
4. To re-elect Martin Greenslade as a Director. | 850,676,717 | 98.99% | 8,714,385 | 1.01% | 859,391,102 | 60.18% | 148,443 |
5. To re-elect Sheila Khama as a Director. | 840,074,944 | 97.77% | 19,174,563 | 2.23% | 859,249,507 | 60.17% | 289,157 |
6. To re- elect Genevieve Sangudi as a Director. | 840,060,574 | 97.77% | 19,190,684 | 2.23% | 859,251,258 | 60.17% | 288,287 |
7. To re-elect Dorothy Thompson as a Director. | 640,318,611 | 74.70% | 216,813,827 | 25.30% | 857,132,438 | 60.02% | 2,407,107 |
8. To re-elect Jeremy Wilson as a Director. | 783,760,426 | 91.84% | 69,624,545 | 8.16% | 853,384,971 | 59.76% | 6,154,574 |
9. To re-elect Les Wood as a Director. | 840,140,373 | 97.76% | 19,261,386 | 2.24% | 859,401,759 | 60.18% | 137,786 |
10. To elect Rahul Dhir as a Director. | 859,285,596 | 99.99% | 92,868 | 0.01% | 859,378,464 | 60.18% | 161,081 |
11. To elect Mitchell Ingram as a Director. | 859,243,583 | 99.98% | 136,430 | 0.02% | 859,380,013 | 60.18% | 159,532 |
12. To appoint Ernst & Young LLP as auditor of the Company | 859,033,340 | 99.96% | 348,649 | 0.04% | 859,381,989 | 60.18% | 157,556 |
13. To authorise the Audit Committee to determine the remuneration of Ernst & Young LLP. | 858,876,663 | 99.94% | 477,888 | 0.06% | 859,354,551 | 60.18% | 184,994 |
14. That the Board of Directors of the Company be authorised to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company.
| 815,438,916 | 94.88% | 44,011,792 | 5.12% | 859,450,708 | 60.18% | 88,837 |
15. To approve the Tullow Oil plc 2021 Save As You Earn employee share scheme. | 859,284,958 | 99.98% | 146,338 | 0.02% | 859,431,296 | 60.18% | 107,957 |
*16. That, if Resolution 14 is passed, the Board of Directors of the Company be empowered to allot equity securities for cash and/or to sell ordinary shares held by the Company as treasury shares for cash.
| 696,356,008 | 81.03% | 162,977,866 | 18.97% | 859,333,874 | 60.18% | 205,671 |
*17. That the Company be authorised to hold general meetings on no less than 14 clear days' notice.
| 812,993,324 | 94.60% | 46,443,582 | 5.40% | 859,436,906 | 60.18% | 102,639 |
*18. That the Company be authorised pursuant to section 701 of the Companies Act 2006 ('the Act') to make market purchases of ordinary shares of £0.10 each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the Board of Directors of the Company may from time to time determine. | 858,666,209 | 99.94% | 482,436 | 0.06% | 859,148,645 | 60.16% | 390,900 |
19. To approve new articles of association to authorise the Company to hold hybrid general meetings. | 859,067,610 | 99.96% | 344,377 | 0.04% | 859,411,987 | 60.18% | 127,558 |
Notes:
(1) * denotes a special resolution.
(2) Proxy appointments which gave discretion to the Chairman of the Annual General Meeting have been included in the "For" total of the appropriate resolution.
(3) A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any resolution, nor in the calculation of the proportion of "Percentage of ISC voted" for any resolution.
(4) The percentage of votes "For" and "Against" any resolution is expressed as a percentage of votes validly cast for that resolution.
(5) The Board notes that Resolution 7 had a significant number (25.30%) of votes cast against it but, being an Ordinary Resolution, was passed. The Board will continue its ongoing dialogue with Shareholders and consult as appropriate to fully understand any concerns in relation to this resolution. In accordance with the provisions of the 2018 UK Corporate Governance Code, the Board shall provide an update on this engagement within six months of the AGM.
(6) The number of shares in issue at 6.00 p.m. on .14 June 2021 was 1,428,016,222 ordinary shares of 10 pence each (the "Ordinary Shares") and at that time, Tullow did not hold any Ordinary Shares in treasury. The proportion of "Percentage of ISC voted" for any resolution is the total of votes "For" and "Against" in respect of that resolution expressed as a percentage of the ISC as described in this note (6).
(7) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at http://www.tullowoil.com.