Result of AGM

RNS Number : 2564F

Genel Energy PLC

22 April 2014

 

22 April 2014

Genel Energy plc

Results of Annual General Meeting 22 April 2014

At the Annual General Meeting of Genel Energy plc held today, Tuesday, 22 April 2014, all resolutions put to the meeting were passed by the shareholders on a poll. The number of voting ordinary shares of £0.10p each in the Company in issue at the date of the meeting was 240,824,182 and each share attracted one vote.

Resolution 20 was put to the meeting as a resolution of the Independent Shareholders of the Company. As a result 168,576,928 of the voting ordinary shares in issue were eligible to vote on this resolution, these shares not being held by Focus Investments Limited, Elysion Energy Holdings BV and other concert parties (the "Significant Shareholders").

The appendix to this announcement sets out the Significant Shareholders' maximum current and potential interests in the Company's voting ordinary shares following the passing of Resolution 20.

The results 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 2013.	174,199,650	100.00	0	0.00	0	174,199,650
2. To approve the remuneration policy for directors.	173,122,499	99.38	1,076,213	0.62	938	174,198,712
3. To approve the annual report on remuneration for the year ended 31 December 2013.	174,197,737	100.00	1,213	0.00	700	174,198,950
4. To re-elect Mr Rodney Chase as a Director.	173,974,276	99.87	225,136	0.13	238	174,199,412
5. To re-elect Dr Tony Hayward as a Director.	174,176,546	99.99	23,104	0.01	0	174,199,650
6. To re-elect Mr Julian Metherell as a Director.	174,172,650	99.98	27,000	0.02	0	174,199,650
7. To re-elect Sir Graham Hearne as a Director.	174,175,946	99.99	23,704	0.01	0	174,199,650
8. To re-elect Mr Jim Leng as a Director.	170,193,832	97.70	4,005,818	2.30	0	174,199,650
9. To re-elect Mr Mehmet Öğütçü as a Director.	174,174,146	99.99	25,504	0.01	0	174,199,650
10. To re-elect Mr Mark Parris as a Director.	170,194,329	97.70	4,005,321	2.30	0	174,199,650
11. To re-elect Mr George Rose as a Director.	170,193,491	97.70	4,005,921	2.30	238	174,199,412
12. To re-elect Mr Nathaniel Rothschild as a Director.	165,773,043	95.17	8,406,287	4.83	20,320	174,179,330
13. To re-elect Mr Chakib Sbiti as a Director.	174,176,146	99.99	23,504	0.01	0	174,199,650
14. To re-elect Mrs Gulsun Nazli Karamehmet Williams as a Director.	174,123,708	99.96	75,504	0.04	438	174,199,212
15. To re-elect Mr Murat Yazici as a Director.	174,126,146	99.96	73,504	0.04	0	174,199,650
16. To re-appoint PricewaterhouseCoopers LLP as the Company's auditors.	161,565,834	92.75	12,633,616	7.25	200	174,199,450
17. To authorise the board of directors to set the auditor's remuneration.	167,959,658	96.42	6,239,792	3.58	200	174,199,450
18. To give the Company limited authority to make political donations and expenditure.	170,525,787	98.47	2,648,425	1.53	1,025,438	173,174,212
19. To approve the Restricted Share Plan and authorise the directors to adopt further plans based in the Restricted Share Plan.	172,399,824	98.97	1,797,126	1.03	2,700	174,196,950
20. To approve the waiver of obligations by the Takeover Panel under Rule 9 of the Takeover Code	76,277,673	71.94	29,749,790	28.06	44,933	106,027,463
21. To authorise the Company to purchase its voting ordinary shares.	174,156,937	100.00	493	0.00	42,220	174,157,430
22. To permit the Company to hold general meetings, other than an annual general meeting, on not less than 14 clear days' notice	167,298,138	97.00	5,169,216	3.00	1,731,296	172,467,354
23. To approve that articles 80 and 81 (directors Interest) be deleted in their entirety and replaced with the new Articles 80 and 81 as set out in Schedule 1 to the Notice of Meeting to take effect from the end of the AGM.	174,193,717	100.00	1,895	0.00	3,038	174,195,612
24. To approve that articles 78(1), 82(2), 88(2) and 89 (location of meetings) be deleted in their entirety and replaced with the new Articles 78(1), 82(2), 88(2) and 89 as set out in Schedule 1 of the Notice of Meeting to take effect from the end of the AGM.	174,194,755	100.00	1,895	0.00	2,000	174,196,650

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.comand 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:

Genel Energy Sarah Robertson, Company Secretary Phil Corbett, Head of Investor Relations

[phone]

Appendix

Pursuant to the Takeover Code it is necessary to set out the current and potential respective interests of the Significant Shareholders of voting ordinary share capital following the passing of Resolution 20. 

The table below shows the respective interests of the Significant Shareholders of ordinary shares, and how that holding is split between voting ordinary shares and suspended voting ordinary shares, as at today's date:

	Ordinary		Voting Ordinary		Suspended Voting Ordinary
	Shares	(%)	Shares	(%)	Shares	(%)
Elysion Energy Holding BV	36,074,007	12.87	30,762,179	12.77	5,311,828	13.47
Focus Investments Limited	68,709,351	24.52	41,485,075	17.23	27,224,276	69.06
Other concert parties	6,887,912	2.46	-	-	6,887,912	17.47
Other Genel Energy shareholders	168,576,928	60.15	168,576,928	70.00	-	-
					?
	280,248,198		240,824,182		39,424,016
Total

The maximum potential interest of the Significant Shareholders in the voting ordinary share capital of the Company, following the full use by the Company of its existing buyback authority and assuming no Significant Shareholder participates in the buyback, is as set out in the following table:

Percentage of

       Voting Ordinary                                                            Percentage of

      Share capital                                                        Ordinary Share

    Number of                  after the                 Number of    capital after

    Voting Ordinary            maximum              Ordinary   the maximum

   Shares              buy-back                   Shares                 buy-back

Elysion Energy Holding BV	30,762,179	14.19%	36,074,007	14.08%
Focus Investments Limited	41,485,075	19.14%	68,709,351	26.82%
Other concert parties	-	-	6,887,912	2.69%
Total	72,247,254	33.33%	111,671,270	43.59%

The Company does not currently hold any shares in treasury.

 

END

 

 

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