REG-Petrofac Limited Petrofac Limited: RESULTS OF ANNUAL GENERAL MEETING

PetrofacAnnouncement

23/06/2023 13:45

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   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         268,380,799 92.52% 21,710,793  7.48%   43,586
       Remuneration
   4   Appoint Tareq Kawash as  281,977,321 97.20%  8,114,988  2.80%   42,869
       an Executive Director
   5   Re-appoint René Médori   265,570,503 91.55% 24,522,692  8.45%   41,983
       as Chairman
   6   Re-appoint Sara Akbar as 286,694,266 98.83%  3,385,810  1.17%   55,102
       a Non-executive Director
       Re-appoint Ayman Asfari
   7   as a Non-executive       278,874,225 96.14% 11,198,872  3.86%   62,081
       Director
       Re-appoint Matthias
   8   Bichsel as a             272,110,330 93.80% 17,978,277  6.20%   46,571
       Non-executive Director
       Re-appoint David Davies
   9   as a Non-executive       287,879,406 99.24%  2,213,064  0.76%   42,708
       Director
       Appoint Francesca Di
   10  Carlo as a Non-executive 286,699,610 98.84%  3,376,638  1.16%   58,930
       Director
       Re-appoint Afonso Reis e
   11  Sousa as an Executive    281,887,039 97.17%  8,201,125  2.83%   47,014
       Director
   12  Re-appoint Ernst & Young 211,526,184 72.92% 78,562,560 27.08%   46,434
       as auditors
       Authorise directors to
   13  fix the auditors’        289,866,268 99.92%    221,534  0.08%   47,376
       remuneration
   14  Directors’ authority to  210,771,484 72.68% 79,215,536 27.32%  134,158
       allot shares
   15  Pre-emption rights       210,685,543 72.65% 79,310,001 27.35%  139,634
   16  Additional 10%           210,630,220 72.63% 79,371,450 27.37%  133,508
       Pre-emption rights
   17  Directors’ authority to  289,859,036 99.93%    206,284  0.07%   69,858
       purchase own shares
   18  Short notice period for  280,657,552 96.75%  9,439,102  3.25%   38,524
       general meetings

                                          

   * 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 US$0.02 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,  1 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
    2 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
    3 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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