Results of Annual General Meeting 22 May 2012
Genel Energy plc
(the "Company")
At the Annual General Meeting of Genel Energy plc held on Tuesday, 22 May 2012, all resolutions put to the meeting were passed by the shareholders on a poll. The number of shares in the Company in issue and eligible to vote at the meeting was 213,479,537 voting ordinary shares of £0.10p each. Each share attracted one vote.
At that same meeting, in accordance with market practice, Genel Energy's shareholders approved a special resolution allowing the Company to purchase up to 10% of its voting ordinary shares in the market.
In order to make this possible, the Company intends to seek a waiver from the UK Takeover Panel of the obligation on certain of its material shareholders to make a mandatory cash offer for the Company under Rule 37.1 of the UK Takeover Code. This waiver will need to be approved by the independent shareholders of the Company in a general meeting.
The Company is required to do this because Elysion Energy Holding BV, Focus Investments Limited and Petroleum Resources Management NV (the material shareholders referred to above) are currently interested in 29.99% of the voting ordinary shares in the Company.
The Company expects to post a circular and notice of meeting to its shareholders seeking such approval in due course
The voting results from the Annual General Meeting are as follows:
Resolutions |
For |
% |
Against |
% |
Withheld |
Total lodged |
1. To receive the accounts and the reports of the Directors and the Auditors for the year ended 31 December 2011.
|
141,470,599 |
100.0000 |
0 |
0 |
0 |
141,470,599 |
2. To approve the Director's Remuneration Report for the year ended 31 December 2011.
|
141,335,851 |
99.9000 |
134,748 |
0.1000 |
0 |
141,470,599 |
3. To re-elect Mr Rodney Chase as a Director.
|
141,469,299 |
99.9993 |
1,000 |
0.0007 |
300 |
141,470,299 |
4. To re-elect Dr Tony Hayward as a Director.
|
141,470,299 |
99.9998 |
300 |
0.0002 |
0 |
141,470,599 |
5. To re-elect Mr Julian Metherell as a Director.
|
141,469,299 |
99.9991 |
1,300 |
0.0009 |
0 |
141,470,599 |
6. To re-elect Sir Graham Hearne as a Director.
|
140,831,389 |
99.9998 |
300 |
0.0002 |
638,910 |
140,831,689 |
7. To re-elect Mr Jim Leng as a Director.
|
140,830,389 |
99.9993 |
1,000 |
0.0007 |
639,210 |
140,831,389 |
8. To re-elect Mr Mehmet Öğütçü as a Director.
|
141,469,149 |
99.9990 |
1,450 |
0.0010 |
0 |
141,470,599 |
9. To re-elect Mr Mark Parris as a Director.
|
141,470,149 |
99.9997 |
450 |
0.0003 |
0 |
141,470,599 |
10. To re-elect Mr George Rose as a Director.
|
140,830,389 |
99.9991 |
1,300 |
0.0009 |
638,910 |
140,831,689 |
11. To re-elect Mr Nathaniel Rothschild as a Director.
|
141,465,299 |
99.9963 |
5,300 |
0.0037 |
0 |
141,470,599 |
12. To re-elect Mrs Gulsun Nazli Karamehmet Williams as a Director.
|
141,470,149 |
99.9997 |
450 |
0.0003 |
0 |
141,470,599 |
13. To re-elect Mr Murat Yazici as a Director.
|
141,469,299 |
99.9991 |
1,300 |
0.0009 |
0 |
141,470,599 |
14. To re-elect Mr Chakib Sbiti as a Director.
|
141,469,299 |
99.9991 |
1,300 |
0.0009 |
0 |
141,470,599 |
15. To re-appoint PricewaterhouseCoopers LLP as the Company's Auditors.
|
141,389,695 |
99.9400 |
80,694 |
0.0600 |
210 |
141,470,389 |
16. To authorise the Directors to agree the Auditor's remuneration.
|
141,399,395 |
99.9500 |
70,994 |
0.0500 |
210 |
141,470,389 |
17. To approve the Performance Share Plan and authorise the Directors to adopt further plans based on the Performance Share Plan.
|
137,693,894 |
99.9900 |
20,230 |
0.0100 |
3,756,475 |
137,714,124 |
18. To give the Company limited authority to make political donations and expenditure.
|
141,462,375 |
99.9900 |
7,989 |
0.0100 |
235 |
141,470,364 |
19. To generally and unconditionally authorise the Directors to allot shares up to a specified amount (including for such purposes the transfer by the Company of any treasury shares). |
103,761,103 |
73.3400 |
37,709,186 |
26.6600 |
310 |
141,470,289 |
20. To authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders.
|
103,776,122 |
73.3600 |
37,694,167 |
26.6400 |
310 |
141,470,289 |
21. To authorise the Company to purchase its voting ordinary shares.
|
105,709,740 |
74.7200 |
35,760,649 |
25.2800 |
210 |
141,470,389 |
22. To permit the Company to hold general meetings, other than an annual general meeting, on not less than 14 clear days' notice.
|
139,843,080 |
98.9500 |
1,627,309 |
1.1500 |
210 |
141,470,389 |
23. To amend the articles of association of the Company to allow all annual general meetings and other general meetings to be held at such place as may be determined by the Directors.
|
141,468,800 |
99.9987 |
1,799 |
0.0013 |
0 |
141,470,599 |
The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.genelenergy.com and on the National Storage Mechanism www.hemscott.com/nsm.do.
A copy of the special resolutions passed at the Annual General Meeting, have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do
For further information please contact:
Enquiries:
Genel Energy
+44 20 7659 5100
Julian Metherell, Chief Financial Officer
Natalie Fortescue, Investor Relations