Wednesday 26 April 2017
Tullow Oil plc ("Tullow" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON WEDNESDAY 26 APRIL 2017
Tullow announces that at its Annual General Meeting held earlier today, with the exception of Resolution 18, 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 |
% |
VOTES |
% |
VOTES |
% of ISC VOTED |
VOTES |
1. To receive and adopt the Company's annual accounts and associated reports for the financial year ended 31 December 2016 |
658,845,168 |
99.99 |
60,432 |
0.01 |
658,905,600 |
71.95% |
2,324,737 |
2. To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration. |
558,111,494 |
84.41 |
103,059,851 |
15.59 |
661,171,345 |
72.19% |
54,242 |
3. To approve the Directors' Remuneration Policy Report. |
582,011,448 |
88.03 |
79,143,373 |
11.97 |
661,154,821 |
72.19% |
73,467 |
4. To re-elect Tutu Agyare as a Director. |
631,055,300 |
95.45 |
30,083,531 |
4.55 |
661,138,831 |
72.19% |
90,061 |
5. To re-elect Mike Daly as a Director. |
660,672,941 |
99.93 |
464,622 |
0.07 |
661,137,563 |
72.19% |
91,329 |
6. To re-elect Anne Drinkwater as a Director. |
660,638,418 |
99.92 |
498,552 |
0.08 |
661,136,970 |
72.19% |
91,922 |
7. To re-elect Aidan Heavey as a Director. |
604,969,742 |
92.03 |
52,387,644 |
7.97 |
657,357,386 |
71.78% |
3,871,506 |
8. To re-elect Steve Lucas as a Director. |
655,709,841 |
99.18 |
5,422,637 |
0.82 |
661,132,478 |
72.19% |
96,414 |
9. To re-elect Angus McCoss as a Director. |
660,562,891 |
99.91 |
580,964 |
0.09 |
661,143,855 |
72.19% |
85,037 |
10. To re-elect Paul McDade as a Director. |
660,561,218 |
99.91 |
577,733 |
0.09 |
661,138,951 |
72.19% |
91,637 |
11. To re-elect Ian Springett as a Director. |
660,041,838 |
99.84 |
1,085,308 |
0.16 |
661,127,146 |
72.19% |
101,746 |
12. To re-elect Jeremy Wilson as a Director. |
660,037,445 |
99.83 |
1,093,525 |
0.17 |
661,130,970 |
72.19% |
97,922 |
13. To re-appoint Deloitte LLP as auditors of the Company. |
655,200,293 |
99.09 |
5,989,306 |
0.91 |
661,189,599 |
72.20% |
40,989 |
14. To authorise the Audit Committee to determine the remuneration of Deloitte LLP. |
660,975,089 |
99.97 |
216,382 |
0.03 |
661,191,471 |
72.20% |
39,117 |
15. To approve the amended rules of the Tullow Incentive Plan (the "TIP"). |
617,112,250 |
93.83 |
40,586,920 |
6.17 |
657,699,170 |
71.82% |
3,531,418 |
16. To renew the Directors' authority to allot shares. |
649,896,177 |
98.29 |
11,305,474 |
1.71 |
661,201,651 |
72.20% |
28,937 |
17. To dis-apply statutory pre-emption rights for general purposes.* |
653,886,178 |
98.90 |
7,253,546 |
1.10 |
661,139,724 |
72.19% |
89,168 |
18. To dis-apply statutory pre-emption rights for an acquisition or a specified capital investment.* |
473,017,246 |
71.58 |
187,843,622 |
28.42 |
660,860,868 |
72.16% |
369,420 |
19. To authorise the Company to hold general meetings on no less than 14 clear days' notice.* |
625,822,656 |
94.65 |
35,378,956 |
5.35 |
661,201,612 |
72.20% |
28,976 |
20. To authorise the Company to purchase its own shares.* |
657,707,587 |
99.47 |
3,497,788 |
0.53 |
661,205,375 |
72.20% |
29,325 |
|
|
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 "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) Only shareholders on the register of members as at 6.00 p.m. on 24 April 2017 were entitled to attend and vote at the Annual General Meeting. The Issued Share Capital (the "ISC") as at that time and date was 915,823,771 ordinary shares of 10 pence each ("Ordinary Shares") and Tullow did not hold any Ordinary Shares in treasury. Accordingly, voting rights in respect of 915,823,771 Ordinary Shares could be exercised at the Annual General Meeting. The holders of Ordinary Shares issued by the Company pursuant to its rights issue announced on 17 March 2017 were not entitled to attend and vote at the Annual General Meeting as such Ordinary Shares were not on the register of members as at 6.00 p.m. on 24 April 2017.
(6) The "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 note (5).
(7) Ann Grant and Simon Thompson did not stand for re-election as Directors, and stepped down from the Board with effect from the conclusion of the AGM.
(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 www.morningstar.co.uk/uk/NSM. 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