REG - Tullow Oil PLC - Result of AGM

Tullow OilAnnouncement

24/05/2023 15:30

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RNS Number : 5507A  Tullow Oil PLC  24 May 2023

                        Wednesday 24 May 2023

 

Tullow Oil plc ("Tullow" or the "Company")

RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON WEDNESDAY 24 MAY 2023

Tullow announces that at its Annual General Meeting ("AGM") held earlier
today, all resolutions set out in the Notice of AGM put to the AGM were passed
by the requisite majority, except for resolution 19. Each of the resolutions
put to the AGM was voted on by way of a poll and the results are set out
below:

                                                                                 VOTES FOR    %       VOTES        %       VOTES        % OF ISC VOTES  VOTES WITHELD

                                                                                                      AGAINST              TOTAL
 1. To receive and adopt the Company's annual accounts for the financial year    903,526,901  99.98%  176,132      0.02%   903,703,033  62.44%          609,253
 ended 31 December 2022
 2. To approve the Annual Statement by the Chair of the Remuneration Committee   900,774,660  99.68%  2,895,406    0.32%   903,670,066  62.43%          642,220
 and the Annual Report on Remuneration.
 3. To approve the Directors' Remuneration Policy Report.                        890,988,764  98.60%  12,691,569   1.40%   903,680,333  62.43%          631,953
 4. To re-elect Phuthuma Nhleko as a Director.                                   808,109,473  89.43%  95,545,677   10.57%  903,655,150  62.43%          657,136
 5. To re-elect Rahul Dhir as a Director.                                        902,813,560  99.90%  873,716      0.10%   903,687,276  62.43%          625,010
 6. To elect Richard Miller as a Director.                                       902,801,696  99.90%  876,139      0.10%   903,677,835  62.43%          634,451
 7. To re-elect Martin Greenslade as a Director.                                 821,325,139  90.89%  82,354,864   9.11%   903,680,003  62.43%          632,283
 8. To re-elect Sheila Khama as a Director.                                      903,015,604  99.93%  664,290      0.07%   903,679,894  62.43%          632,392
 9. To re-elect Mitchell Ingram as a Director.                                   902,808,565  99.90%  874,990      0.10%   903,683,555  62.43%          628,731
 10. To re-elect Genevieve Sangudi as a Director.                                901,358,906  99.74%  2,320,460    0.26%   903,679,366  62.43%          632,420
 11. To elect Roald Goethe as a Director.                                        801,772,017  93.97%  51,441,594   6.03%   853,213,611  58.95%          51,098,175
 12. To re-appoint Ernst & Young LLP as auditor of the Company.                  903,098,537  99.93%  619,203      0.07%   903,717,740  62.44%          594,546
 13. To authorise the Audit Committee to determine the remuneration of Ernst     903,216,250  99.95%  491,068      0.05%   903,707,318  62.44%          604,968
 & Young LLP.
 14. To authorise the Directors to allot shares in the Company.                  859,102,405  99.41%  5,071,524    0.59%   864,173,929  59.70%          40,138,357
 15. To approve the rules of the Tullow Oil plc 2023 Executive Share Plan.       879,878,971  97.39%  23,588,326   2.61%   903,467,297  62.42%          844,979
 16. To approve the rules of the Tullow Oil plc 2023 Employee Share Award Plan.  902,733,352  99.89%  961,132      0.11%   903,694,484  62.44%          617,792
 17. To approve the rules of the Tullow Oil plc 2023 Share Incentive Plan.       902,882,752  99.91%  777,058      0.09%   903,659,810  62.43%          652,466
 18. To authorise the Company to hold general meetings (other than Annual        880,753,089  97.46%  22,982,946   2.54%   903,736,035  62.44%          576,241
 General Meetings)

 on no less than 14 clear days' notice.
 19.  To authorise the Company to purchase its own shares, pursuant to section   657,077,302  72.71%  246,564,929  27.29%  903,642,231  62.43%          670,045
 701 of the Companies Act 2006 (the Act) (within the meaning of section 693(4)
 of the Act) on such terms and in such manner as the Board of Directors of the
 Company may from time to time determine

 

 

 

 

Notes:

(1) Proxy appointments which gave discretion to the Chairman of the AGM have
been included in the "For" total of the appropriate resolution.

(2) 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.

(3) The percentage of votes "For" and "Against" any resolution is expressed as
a percentage of votes validly cast for that resolution.

(4) The Board notes that resolution 19 is a special resolution and had 27.29%,
of votes cast against it, and therefore did not pass. 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.

(5) The number of shares in issue at 6.00p.m. on 22 May 2023 was 1,447,409,284
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) As explained in the Company's 2023 Notice of AGM, Michael Daly stepped
down as a Director at the conclusion of the AGM.

(7) With effect from the conclusion of the AGM, Sheila Khama (Non-Executive
Director) was appointed a member of the Nominations 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The full text of
the resolutions passed at the AGM can be found in the Notice of AGM, which is
available for inspection at the National Storage Mechanism and on the
Company's website at http://www.tullowoil.com.

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