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RNS Number : 1607C
Tullow Oil PLC
16 June 2021
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 % VOTES % OF VOTES
AGAINST TOTAL ISC WITHELD
VOTES
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
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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
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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
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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
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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
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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
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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
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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
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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
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10. To elect Rahul Dhir as
a Director. 859,285,596 99.99% 92,868 0.01% 859,378,464 60.18% 161,081
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11. To elect Mitchell Ingram
as a Director. 859,243,583 99.98% 136,430 0.02% 859,380,013 60.18% 159,532
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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
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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
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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
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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
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*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
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*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
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*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 GBP0.10
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
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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
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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.
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END
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