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REG - Harbour Energy PLC - Result of AGM

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RNS Number : 9271H  Harbour Energy PLC  08 May 2025

HARBOUR ENERGY PLC

(the "Company")

Result of Annual General Meeting

The Annual General Meeting ("AGM") of the Company was held today, 8 May 2025,
at 151 Buckingham Palace Road, London SW1W 9SZ at 10:00am. Each of the
resolutions contained in the Notice of Meeting were put to the AGM, voted on
by way of a poll and duly approved.

 

Following Andy Hopwood stepping down from the Board, Louise Hough has been
appointed as a member of the Nomination Committee.

Poll Results

The total number of votes received on each resolution put to the AGM was as
follows:

 No.  Resolution                                                                      Votes FOR (a)  %      Votes AGAINST  %      Votes WITHHELD (b)
 1    Receive the Annual Report and Accounts                                          1,189,277,112  99.99  96,243         0.01   392,671
 2    Approve the Annual Report on Remuneration                                       1,028,722,034  86.84  155,955,765    13.16  5,088,227
 3    Approve the Directors' Remuneration Policy **                                   933,676,438    78.81  250,972,342    21.19  5,117,246
 4    Approve the Harbour Energy 2025 Long Term Incentive Plan                        949,042,865    80.11  235,607,677    19.89  5,115,484
 5    Approve the Harbour Energy Global Employee Share Purchase Plan                  1,175,709,330  99.25  8,935,804      0.75   5,120,892
 6    Approve the Dividend                                                            1,189,395,396  99.99  83,891         0.01   286,739
 7    Re-elect R. Blair Thomas                                                        1,148,396,919  96.55  41,003,612     3.45   365,495
 8    Re-elect Linda Z. Cook                                                          1,178,814,929  99.11  10,585,537     0.89   365,560
 9    Re-elect Alexander Krane                                                        1,179,704,317  99.18  9,699,575      0.82   362,134
 10   Re-elect Simon Henry (c)                                                        1,180,621,711  99.26  8,772,393      0.74   371,922
 11   Re-elect Belgacem Chariag (c)                                                   1,175,571,528  98.87  13,472,103     1.13   722,395
 12   Re-elect Louise Hough (c)                                                       1,152,176,104  96.87  37,221,033     3.13   368,889
 13   Re-elect Alan Ferguson (c)                                                      1,156,536,082  97.24  32,859,194     2.76   370,750
 14   Re-elect Margareth Øvrum (c)                                                    1,179,316,572  99.15  10,085,810     0.85   363,644
 15   Re-elect Anne L. Stevens (c)                                                    1,149,121,083  96.64  39,942,094     3.36   702,849
 16   Elect Dirk Elvermann                                                            1,176,754,947  98.94  12,640,298     1.06   370,781
 17   Elect Hans Ulrich-Engel                                                         1,180,067,108  99.22  9,328,198      0.78   370,720
 18   Re-appoint Ernst & Young LLP as Auditor                                         1,188,528,776  99.93  854,809        0.07   382,441
 19   Authorise the Audit & Risk Committee to approve Auditor remuneration            1,188,523,756  99.92  901,480        0.08   340,790
 20   Authorise the Company to make political donations                               1,183,171,470  99.87  1,516,046      0.13   5,078,510
 21   Authorise the Directors to allot shares                                         1,184,316,237  99.57  5,109,084      0.43   340,705
 22   Approve the Rule 9 waiver granted by the Panel on Takeovers and Mergers in      474,418,547    92.14  40,474,245     7.86   5,159,208
      relation to Buyback authority (d)
 23   Approve the increase to the limit on non-executive director fees under the      1,179,944,771  99.20  9,471,821      0.80   349,434
      articles of association
 24   Authority to disapply pre-emption rights (e)                                    1,179,493,998  99.56  5,156,979      0.44   5,115,049
 25   Authority to disapply pre-emption rights in connection with specific            1,168,451,808  98.63  16,189,223     1.37   5,124,995
      acquisition/ investment (e)
 26   Authorise the Company to make market purchases (e)                              1,178,475,124  99.08  10,910,759     0.92   380,143
 27   Authorise the Company to make off-market purchases of own shares from BASF (d)  510,098,687    98.14  9,641,324      1.86   311,989
      (e)
 28   Authority to call General Meetings by notice of not less than 14 days (e)       1,183,815,451  99.53  5,646,885      0.47   303,690

NOTES:

(a)  The "For" proxy vote includes those giving the Chair discretion.

(b)  A vote "Withheld" is not a vote in law and is not counted in the
calculation of the proxy votes "For" or "Against" the resolution.

(c)   In accordance with UK Listing Rule 6.2.8R, these resolutions were also
passed on a poll of Independent Shareholders (as defined in the Notice of
Meeting).

(d)  As required under the City Code on Takeovers and Mergers, this
resolution had to be passed by the Independent Shareholders, therefore none of
the members of the Concert Party (as defined in the Notice of Meeting) voted
on it.

(e)  Special resolution.

The total number of ordinary shares in issue on 6 May 2025, the deadline for
casting votes by proxy in advance of the AGM, was 1,440,116,191 shares. 82.62
per cent of voting capital, including votes withheld, was instructed in
respect of the resolutions put to the AGM.

** The Company notes that, while all resolutions were supported, resolution 3,
to approve the Directors' Remuneration Policy, received marginally less than
80% of the votes in favour. The Remuneration Committee carried out a
shareholder consultation exercise in late 2024, prior to finalising the
Policy, and received feedback from shareholders representing over 66% of the
register. The Company will engage further with shareholders over the coming
months in respect of the votes received against this resolution to better
understand this outcome.

In line with the provisions of the 2024 UK Corporate Governance Code, the
Company will provide an update on the views received from shareholders on
these issues and any actions taken in response, within six months. A final
summary of the views heard during consultation will be published within next
year's annual report.

The full text of the resolutions can be found in the Notice of Annual General
Meeting, which is available on the Company's website at www.harbourenergy.com
(http://www.harbourenergy.com)

In accordance with the Financial Conduct Authority's UK Listing Rule 6.4.2R,
copies of all the resolutions passed by the Company's shareholders, other than
ordinary business, will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)

 

Enquiries
Rachel Rickard, Company
Secretary
Tel: +44 (0)20 7730 1111
Elizabeth Brooks, SVP Investor Relations
          Tel: +44 (0)20 7824 1116

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