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RNS Number : 7158K
Tullow Oil PLC
23 April 2020
Thursday 23 April 2020
Tullow Oil plc ("Tullow" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON THURSDAY 23 APRIL 2020
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. 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 VOTES
AGAINST TOTAL ISC VOTES WITHELD
1. To receive and adopt
the Company's annual accounts
for the financial year ended
31 December 2019 784,417,049 99.46% 4,226,148 0.54% 788,643,197 55.98% 1,085,556
------------ ------- ------------ ------- ------------ ------------ -----------
2. To approve the Annual
Statement by the Chair of
the Remuneration Committee 771,383,323 97.70% 18,154,399 2.30% 789,537,722 56.04% 191,032
------------ ------- ------------ ------- ------------ ------------ -----------
3. To approve the Directors'
Remuneration Policy Report 748,414,114 96.88% 24,076,424 3.12% 772,490,538 54.83% 17,233,685
------------ ------- ------------ ------- ------------ ------------ -----------
4. To re-elect Mike Daly
as a Director. 788,914,560 99.90% 766,617 0.10% 789,681,177 56.05% 47,853
------------ ------- ------------ ------- ------------ ------------ -----------
5. To elect Martin Greenslade
as a Director. 789,219,115 99.95% 411,928 0.05% 789,631,043 56.05% 97,987
------------ ------- ------------ ------- ------------ ------------ -----------
6. To elect Sheila Khama
as a Director. 789,054,450 99.92% 613,721 0.08% 789,668,171 56.05% 60,859
------------ ------- ------------ ------- ------------ ------------ -----------
7. To elect Genevieve Sangudi
as a Director. 788,950,826 99.91% 725,879 0.09% 789,676,705 56.05% 52,325
------------ ------- ------------ ------- ------------ ------------ -----------
8. To re-elect Dorothy
Thompson
as a Director. 762,973,647 96.64% 26,517,369 3.36% 789,491,016 56.05% 238,013
------------ ------- ------------ ------- ------------ ------------ -----------
9. To re-elect Jeremy Wilson
as a Director. 773,526,384 97.96% 16,111,772 2.04% 789,638,156 56.05% 90,874
------------ ------- ------------ ------- ------------ ------------ -----------
10. To re-elect Les Wood
as a Director. 788,139,195 99.81% 1,531,527 0.19% 789,670,722 56.05% 58,308
------------ ------- ------------ ------- ------------ ------------ -----------
11. To appoint Ernst & Young
LLP as auditor of the Company 789,345,493 99.96% 278,155 0.04% 789,623,648 56.05% 105,382
------------ ------- ------------ ------- ------------ ------------ -----------
12. To authorise the Audit
Committee to determine the
remuneration of Ernst &
Young LLP. 789,244,577 99.96% 330,080 0.04% 789,574,657 56.04% 152,531
------------ ------- ------------ ------- ------------ ------------ -----------
13. That the Board of
Directors
of the Company
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. 529,520,351 67.06% 260,134,874 32.94% 789,655,225 56.05% 73,805
------------ ------- ------------ ------- ------------ ------------ -----------
*14. That, if Resolution
13 is passed, the Board
of Directors of the Company
be empowered to allot equity
securities for cash and/or
to sell ordinary shares
held by the Company as
treasury
shares for cash. 783,558,183 99.24% 5,998,356 0.76% 789,556,539 56.04% 172,491
------------ ------- ------------ ------- ------------ ------------ -----------
*15. That the Company be
authorised to hold general
meetings on no less than
14 clear days' notice. 757,510,939 95.94% 32,070,398 4.06% 789,581,337 56.04% 147,693
------------ ------- ------------ ------- ------------ ------------ -----------
*16. That the Company be
authorised pursuant to
section
701 of the Companies Act
2006 ('the Act') to make
market purchases of ordinary
shares of GBP0.10 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. 789,067,202 99.95% 412,535 0.05% 789,479,737 56.04% 247,293
------------ ------- ------------ ------- ------------ ------------ -----------
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) Response to votes against Resolution 13 - The Board notes
that Resolution 13, to authorise the Directors to make allotments
of shares, had a significant number (33%) of votes cast against it
but, being an Ordinary Resolution, was passed. This vote against
was a clear statement from a few of our shareholders one of whom
the Executive Chair and CFO have been in regular engagement with,
including ahead of today's meeting. The Board now has an
understanding of the concerns raised by them. Resolution 13 was
proposed in accordance with routine practice in the UK and complied
with the guidance published by the Investment Association and the
Pre-Emption Group. The Board has no present intention to exercise
this authority, and only wishes to have the flexibility to do so in
appropriate circumstances. The Board will now analyse the other
votes against this resolution and will continue to consult and
engage with major shareholders in order to understand the reasons
for it. In accordance with the provisions of the 2018 UK Corporate
Governance Code, the Board shall provide an update on this
engagement process within six months of the AGM.
(6) The number of shares in issue at 6.00 p.m. on 21 April 2020
was 1,408,847,316 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 announced on 22 October 2019, Steve Lucas did not stand
for re-election as a Director and stepped down from the Board with
effect from the conclusion of the Annual General Meeting today.
(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 http://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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGDZGZDVFGGGZM
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April 23, 2020 12:52 ET (16:52 GMT)
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