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| Date | 25 May 2022 |
| Time | 16:36:52 |
| Category | AGMs and other meetings |
| ID | 8186M |
Wednesday 25 May 2022
Tullow Oil plc ("Tullow" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON WEDNESDAY 25 MAY 2022
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, except for resolution 14. 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 2021
|
912,827,773 |
99.99% |
71,467 |
0.01% |
912,899,240 |
63.49% |
712,243 |
|
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration
|
830,260,073 |
91.69% |
75,227,640 |
8.31% |
905,487,713 |
62.98% |
8,123,770 |
|
3. To re-elect Mike Daly as a Director.
|
905,606,401 |
99.17% |
7,572,589 |
0.83% |
913,178,990 |
63.51% |
432,493 |
|
4. To re-elect Rahul Dhir as a Director |
911,530,331 |
99.82% |
1,645,622 |
0.18% |
913,175,953 |
63.51% |
435,530 |
|
5. To elect Martin Greenslade as a Director. |
910,888,840 |
99.75% |
2,291,182 |
0.25% |
913,180,022 |
63.51% |
431,461 |
|
6. To re-elect Mitchell Ingram as a Director. |
911,459,260 |
99.82% |
1,635,764 |
0.18% |
913,095,024 |
63.50% |
516,459 |
|
7. To re-elect Sheila Khama as a Director. |
911,654,776 |
99.83% |
1,526,034 |
0.17% |
913,180,810 |
63.51% |
430,673 |
|
8. To re-elect Genevieve Sangudi as a Director. |
837,722,544 |
91.74% |
75,449,085 |
8.26% |
913,171,629 |
63.51% |
439,854 |
|
9. To elect Phuthuma Nhleko as a Director. |
910,148,379 |
99.67% |
3,015,215 |
0.33% |
913,163,594 |
63.51% |
447,889 |
|
10.To re-elect Jeremy Wilson as a Director. |
848,649,905 |
93.00% |
63,869,818 |
7.00% |
912,519,723 |
63.46% |
1,091,760 |
|
11. To re-appoint Ernst & Young LLP as auditor of the Company.
|
911,931,305 |
99.94% |
558,280 |
0.06% |
912,489,585 |
63.46% |
1,121,898 |
|
12. To authorise the Audit Committee to determine the remuneration of Ernst & Young LLP.
|
912,259,215 |
99.96% |
348,893 |
0.04% |
912,608,108 |
63.47% |
1,003,375 |
|
13. 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.
|
908,446,288 |
99.55% |
4,142,677 |
0.45% |
912,588,965 |
63.47% |
1,022,518 |
|
*14. That, if Resolution 13 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.
|
511,402,629 |
56.05% |
400,988,976 |
43.95% |
912,391,605 |
63.46% |
1,219,576 |
|
*15. That the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than Annual General Meetings) on no less than 14 clear days' notice
|
866,449,133 |
94.87% |
46,821,000 |
5.13% |
913,270,133 |
63.52% |
341,350 |
|
*16. That the Company be and it is hereby generally authorised pursuant to section 701 of the Companies Act 2006 (the Act) to make market purchases (within the meaning of section 693(4) of the Act) 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
|
689,891,290 |
75.56% |
223,206,617 |
24.44% |
913,097,907 |
63.50% |
512,276 |
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 14 is a special resolution and had 43.95%, of votes cast against it, and therefore did not pass. The Board also notes that resolution 16, although it passed, had a significant number of votes cast against it (24.44%). The Board will continue its ongoing dialogue with Shareholders and consult as appropriate to fully understand any concerns in relation to these resolutions. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM.
(6) The number of shares in issue at 6.00 p.m. on 23 May 2022 was 1,437,839,560 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) As explained in the Company's 2021 Annual Report and Accounts, Jeremy Wilson will be stepping down before October 2022 and stepped down as Chair of the Remuneration Committee immediately following the conclusion of the Annual General Meeting today. Genevieve Sangudi has been appointed Chair of the Remuneration Committee.
(8) 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.