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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 % VOTES % VOTES % OF VOTES
FOR AGAINST TOTAL ISC VOTES WITHELD
1. To receive and adopt
the Company's annual
accounts for the financial
year ended 31 December
2022 903,526,901 99.98% 176,132 0.02% 903,703,033 62.44% 609,253
------------ ------- ------------ ------- ------------ ----------- -----------
2. To approve the Annual
Statement by the Chair
of the Remuneration Committee
and the Annual Report
on Remuneration. 900,774,660 99.68% 2,895,406 0.32% 903,670,066 62.43% 642,220
------------ ------- ------------ ------- ------------ ----------- -----------
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
& Young LLP. 903,216,250 99.95% 491,068 0.05% 903,707,318 62.44% 604,968
------------ ------- ------------ ------- ------------ ----------- -----------
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 General Meetings)
on no less than 14 clear
days' notice. 880,753,089 97.46% 22,982,946 2.54% 903,736,035 62.44% 576,241
------------ ------- ------------ ------- ------------ ----------- -----------
19. To authorise the
Company to purchase its
own shares, pursuant
to section 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 657,077,302 72.71% 246,564,929 27.29% 903,642,231 62.43% 670,045
------------ ------- ------------ ------- ------------ ----------- -----------
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 d own 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. 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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END
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