REG - Tullow Oil PLC Tullow Oil PLC - FP Tullow Oil PLC - NP - Result of Annual General Meeting

Tullow OilAnnouncement

25/05/2022 16:45

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RNS Number : 8186M  Tullow Oil PLC  25 May 2022

Wednesday 25 May 2022

 

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

RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON WEDNESDAY 25 MAY 2022

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, except for resolution
14. 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 ISC VOTES   VOTES WITHELD

                                                                                                       AGAINST              TOTAL
 1. To receive and adopt the Company's annual accounts for the financial year     912,827,773  99.99%  71,467       0.01%   912,899,240  63.49%            712,243
 ended 31 December 2021

 2. To approve the Annual Statement by the Chair of the Remuneration Committee    830,260,073  91.69%  75,227,640   8.31%   905,487,713  62.98%            8,123,770
 and the Annual Report on Remuneration

 3. To re-elect Mike Daly as a Director.                                          905,606,401  99.17%  7,572,589    0.83%   913,178,990  63.51%            432,493

 4.  To re-elect Rahul Dhir as a Director                                         911,530,331  99.82%  1,645,622    0.18%   913,175,953  63.51%            435,530
 5. To elect Martin Greenslade as a Director.                                     910,888,840  99.75%  2,291,182    0.25%   913,180,022  63.51%            431,461
 6.  To re-elect Mitchell Ingram as a Director.                                   911,459,260  99.82%  1,635,764    0.18%   913,095,024  63.50%            516,459
 7.  To re-elect Sheila Khama as a Director.                                      911,654,776  99.83%  1,526,034    0.17%   913,180,810  63.51%            430,673
 8.  To re-elect Genevieve Sangudi as a Director.                                 837,722,544  91.74%  75,449,085   8.26%   913,171,629  63.51%            439,854
 9.  To elect Phuthuma Nhleko as a Director.                                      910,148,379  99.67%  3,015,215    0.33%   913,163,594  63.51%            447,889
 10.To re-elect Jeremy Wilson as a Director.                                      848,649,905  93.00%  63,869,818   7.00%   912,519,723  63.46%            1,091,760
 11. To re-appoint Ernst & Young LLP as auditor of the Company.                   911,931,305  99.94%  558,280      0.06%   912,489,585  63.46%            1,121,898

 12.  To authorise the Audit Committee to determine the remuneration of Ernst     912,259,215  99.96%  348,893      0.04%   912,608,108  63.47%            1,003,375
 & Young LLP.

 13. That the Board of Directors of the Company                                   908,446,288  99.55%  4,142,677    0.45%   912,588,965  63.47%            1,022,518

 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.

 *14. That, if Resolution 13 is passed, the Board of Directors of the Company     511,402,629  56.05%  400,988,976  43.95%  912,391,605  63.46%            1,219,576
 be empowered to allot equity securities for cash and/or to sell ordinary
 shares held by the Company as treasury shares for cash.

 *15.  That the Company be and is hereby generally and unconditionally            866,449,133  94.87%  46,821,000   5.13%   913,270,133  63.52%            341,350
 authorised to hold general meetings (other than Annual General Meetings) on no
 less than 14 clear days' notice

 *16. That the Company be and it is hereby generally authorised pursuant to       689,891,290  75.56%  223,206,617  24.44%  913,097,907  63.50%            512,276
 section 701 of the Companies Act 2006 (the Act) to make market purchases
 (within the meaning of section 693(4) of the Act) of ordinary shares of £0.10
 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

 

 

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 14 is a special resolution and had 43.95%,
of votes cast against it, and therefore did not pass. The Board also notes
that resolution 16, although it passed, had a significant number of votes cast
against it (24.44%). 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.

(6) The number of shares in issue at 6.00 p.m. on 23 May 2022 was
1,437,839,560 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) As explained in the Company's 2021 Annual Report and Accounts, Jeremy
Wilson will be stepping down before October 2022 and stepped down as Chair of
the Remuneration Committee immediately following the conclusion of the Annual
General Meeting today. Genevieve Sangudi has been appointed Chair of the
Remuneration 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. 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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