Petrofac Limited ( PFC)
Petrofac Limited: RESULTS OF ANNUAL GENERAL MEETING
23-Jun-2023 / 13:30 GMT/BST
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23 June 2023
PETROFAC LIMITED
(the "Company")
RESULTS OF ANNUAL GENERAL MEETING
The Company hereby confirms that all resolutions set out in the Notice of Meeting for the Annual General Meeting of
Petrofac Limited held on 23 June 2023 were duly passed by shareholders on a poll.
The total number of votes cast for each resolution is as follows:
No. Resolution In Favour / %* Against %* Withheld
Discretion
1 Report and Accounts 289,987,407 99.97% 88,472 0.03% 59,299
2 Remuneration Policy 288,867,454 99.59% 1,192,398 0.41% 75,326
3 Annual Report on Remuneration 268,380,799 92.52% 21,710,793 7.48% 43,586
4 Appoint Tareq Kawash as an Executive Director 281,977,321 97.20% 8,114,988 2.80% 42,869
5 Re-appoint René Médori as Chairman 265,570,503 91.55% 24,522,692 8.45% 41,983
6 Re-appoint Sara Akbar as a Non-executive Director 286,694,266 98.83% 3,385,810 1.17% 55,102
7 Re-appoint Ayman Asfari as a Non-executive 278,874,225 96.14% 11,198,872 3.86% 62,081
Director
8 Re-appoint Matthias Bichsel as a Non-executive 272,110,330 93.80% 17,978,277 6.20% 46,571
Director
9 Re-appoint David Davies as a Non-executive 287,879,406 99.24% 2,213,064 0.76% 42,708
Director
10 Appoint Francesca Di Carlo as a Non-executive 286,699,610 98.84% 3,376,638 1.16% 58,930
Director
11 Re-appoint Afonso Reis e Sousa as an Executive 281,887,039 97.17% 8,201,125 2.83% 47,014
Director
12 Re-appoint Ernst & Young as auditors 211,526,184 72.92% 78,562,560 27.08% 46,434
13 Authorise directors to fix the auditors' 289,866,268 99.92% 221,534 0.08% 47,376
remuneration
14 Directors' authority to allot shares 210,771,484 72.68% 79,215,536 27.32% 134,158
15 Pre-emption rights 210,685,543 72.65% 79,310,001 27.35% 139,634
16 Additional 10% Pre-emption rights 210,630,220 72.63% 79,371,450 27.37% 133,508
17 Directors' authority to purchase own shares 289,859,036 99.93% 206,284 0.07% 69,858
18 Short notice period for general meetings 280,657,552 96.75% 9,439,102 3.25% 38,524
* percentage of votes cast excludes withheld votes.
The number of shares in issue at the date of the Meeting was
522,049,521 ordinary shares of USUSD0.02 each in the Company (the
"Shares") and each Share attracted one vote. Votes 'For' included
votes at the discretion of the Chairman. All valid proxy votes and
voting instructions (whether submitted electronically or in hard
copy form) were included in the poll taken at the meeting. The
total number of votes cast was 290,135,178 (55.58% of the share
register).
The full text of each resolution is contained in the Notice of
Annual General Meeting, which is available on the Company's
website, www.petrofac.com. A copy of the poll results for the AGM
will also be available on the Company's website.
The Board notes that there were a significant proportion (more
than 20%) of votes cast against four resolutions (resolutions 12,
14, 15 and 16). Two of these resolutions (numbers 15 and 16) were
special resolutions to empower the directors to disapply
pre-emption rights. Both of these resolutions followed the
provisions of the Pre-Emption Group's 2022 Statement of Principles
for the disapplication of pre-emption rights and the Board
considers the flexibility of afforded by these authorities to be in
the best interests of the Company. Jersey registered companies
require a two-thirds majority for special resolutions to be passed.
Accordingly, all resolutions submitted to the AGM received
sufficient support to be passed.
In accordance with provision 4 of the UK Corporate Governance
Code (the "Code"), the Board confirms that it will consult and
engage with those shareholders who voted against these resolutions
to endeavour to understand their specific concerns. In accordance
with the Code, an update will be provided within six months of the
AGM, with a final summary included in the Company's 2023 annual
report and accounts.
In accordance with Listing Rule 9.6.2, a copy of Resolutions 14
to 17 (as set out in the Notice of Annual General Meeting), will be
submitted today to the Financial Conduct Authority's national
storage mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information contact:
Petrofac Limited
020 7811 4900
NOTES TO EDITORS
Petrofac
Petrofac is a leading international service provider to the
energy industry, with a diverse client portfolio including many of
the world's leading energy companies.
Petrofac designs, builds, manages, and maintains oil, gas,
refining, petrochemicals, and renewable energy infrastructure. Our
purpose is to enable our clients to meet the world's evolving
energy needs. Our four values - driven, agile, respectful, and open
- are at the heart of everything we do.
Petrofac's core markets are in the Middle East and North Africa
(MENA) region and the UK North Sea, where we have built a long and
successful track record of safe, reliable, and innovative
execution, underpinned by a cost effective and local delivery model
with a strong focus on in-country value. We operate in several
other significant markets, including India, South East Asia and the
United States. We have 7,950 employees based across 31 offices
globally.
Petrofac is quoted on the London Stock Exchange (symbol:
PFC).
For additional information, please refer to the Petrofac website
at www.petrofac.com
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Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: GB00B0H2K534
Category Code: RAG
TIDM: PFC
LEI Code: 2138004624W8CKCSJ177
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 253187
EQS News ID: 1664663
End of Announcement EQS News Service
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