Result of AGM

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 FOR

%

VOTES

AGAINST

%

VOTES

TOTAL

% OF ISC VOTES

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 down 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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