Pharos Energy plc
("Pharos" or the "Company" or, together with its subsidiaries, the "Group")
RESULTS OF ANNUAL GENERAL MEETING
The Company announces that at its Annual General Meeting ("AGM") held today, all resolutions put before the meeting were duly passed.
In accordance with LR 9.6.2, copies of resolutions concerning items other than ordinary business are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
On the date of the meeting, Pharos' issued share capital consisted of 406,637,952 ordinary shares of £0.05 each with voting rights; 9,122,268 shares were in Treasury and therefore, the total number of voting rights was 397,515,684.
Voting was conducted on a poll, the results of which are shown in the table below and will shortly be available on the Company's website, www.pharos.energy.
| Resolution |
Votes in Favour (Including Discretionary) |
% |
Votes Against |
% |
Total Votes (excluding votes withheld) |
Votes Withheld |
| 1. To receive the Annual Report and Accounts for the financial year ended 31 December 2019. |
234,737,202 |
99.91% |
216,436 |
0.09% |
234,953,638 |
182,319 |
| 2. To approve the Remuneration Policy included in the Annual Report and Accounts for the financial year ended 31 December 2019. |
217,778,159 |
92.62% |
17,354,025 |
7.38% |
235,132,184 |
3,773 |
| 3. To approve the Directors' Remuneration Report included in the Annual Report and Accounts for the financial year ended 31 December 2019. |
186,249,683 |
79.21% |
48,882,501 |
20.79% |
235,132,184 |
3,773 |
| 4. To reappoint John E Martin, who is Chair of the Nominations and ESG Committees, as a Director. |
234,196,158 |
99.63% |
869,802 |
0.37% |
235,065,960 |
69,997 |
| 5. To reappoint Edward T Story, who is a member of the Nominations and ESG Committees, as a Director. |
233,355,107 |
99.27% |
1,710,853 |
0.73% |
235,065,960 |
69,997 |
| 6. To reappoint Janice M Brown, who is a member of the ESG Committee, as a Director. |
233,753,041 |
99.44% |
1,324,924 |
0.56% |
235,077,965 |
57,992 |
| 7. To reappoint Dr Michael J Watts as a Director. |
234,098,337 |
99.58% |
979,628 |
0.42% |
235,077,965 |
57,992 |
| 8. To reappoint Robert G Gray, who is Chair of the Remuneration Committee and a member of the Audit and Risk, Nominations and ESG Committees, as a Director. |
219,168,950 |
93.22% |
15,938,068 |
6.78% |
235,107,018 |
28,939 |
| 9. To reappoint Marianne Daryabegui, who is a member of the Audit and Risk, Remuneration and Nominations Committees, as a Director. |
225,043,278 |
95.72% |
10,055,440 |
4.28% |
235,098,718 |
37,239 |
| 10. To reappoint Lisa Mitchell, who is Chair of the Audit and Risk Committee and a member of the Nominations and ESG Committees, as a Director. |
234,595,656 |
99.81% |
444,587 |
0.19% |
235,040,243 |
95,714 |
| 11. To reappoint Deloitte LLP as Auditors to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company. |
234,886,619 |
99.92% |
182,621 |
0.08% |
235,069,240 |
66,717 |
| 12. To authorise the Audit and Risk Committee, for and on behalf of the Directors, to agree the Auditors' remuneration. |
234,320,643 |
99.68% |
743,828 |
0.32% |
235,064,471 |
71,486 |
| 13. To authorise the Directors to allot securities (s.551 of the Companies Act 2006). |
233,946,000 |
99.61% |
924,981 |
0.39% |
234,870,981 |
264,976 |
| 14. To disapply pre-emption rights (s.570 and s.573 of the Companies Act 2006) |
232,817,740 |
99.13% |
2,041,608 |
0.87% |
234,859,348 |
276,609 |
| 15. To disapply pre-emption rights (s.570 and s.573 of the Companies Act 2006) up to a further 5% for acquisitions or specified capital investments. |
234,556,190 |
99.87% |
303,158 |
0.13% |
234,859,348 |
276,609 |
| 16. To authorise the Company to repurchase its own Shares (s.701 of the Companies Act 2006). |
225,537,069 |
96.03% |
9,328,837 |
3.97% |
234,865,906 |
270,051 |
| 17. To authorise the Directors to call general meetings of the Company (other than an annual general meeting) on not less than 14 clear days' notice. |
233,193,832 |
99.29% |
1,676,418 |
0.71% |
234,870,250 |
265,707 |
The Board thanks all investors for their support through participation in the AGM votes and is pleased that resolutions 1-2 and 4-17, including the Company's Remuneration Policy, were approved by shareholders representing over 90% of the share capital voted. The Remuneration Policy followed consultation with investors and is intended to be applied over the next three years.
In the context of approval of its Remuneration Policy, and the Director salary and fee reductions announced on 12 May, the Company is disappointed at the vote of 20.79% against resolution 3, the advisory vote on the Directors' Remuneration Report. The Remuneration Committee intends to consider the position again once the market has normalised. In accordance with provision 4 of the Corporate Governance Code, the Company will publish an update on views received from shareholders, and actions taken, within six months of the AGM. It will also publish a final summary together with any further steps in the next annual report.
For further information, please contact:
Pharos Energy plc Tel: 0207 603 1515
Tony Hunter, Company Secretary
Pharos Energy is an independent oil and gas exploration and production company with a focus on sustainable growth and returns to stakeholders, headquartered in London and listed on the London Stock Exchange.
Pharos has production, development and exploration interests in Egypt, Israel and Vietnam.
In Egypt, Pharos holds a 100% working interest in the El Fayum oil concession in the low-cost and highly prolific Western Desert, one of Egypt's most established and prolific hydrocarbon basins. The concession produces from 10 fields and is located 80 km south west of Cairo and close to local energy infrastructure. It is operated by Petrosilah a 50/50 JV between Pharos and Egyptian General Petroleum Corporation (EGPC). Pharos is also an operator with 100% working interest in the North Beni Suef (NBS) Concession which is located immediately south of the El Fayum concession.
In Israel, Pharos together with Cairn Energy plc and Israel's Ratio Oil Exploration, were successful in their bid for eight blocks in the second offshore bid round in Israel. Each party has an equal working interest and Cairn is the operator.
In Vietnam, Pharos holds a 30.5% working interest in the Te Giac Trang (TGT) Field in Block 16-1, which is operated by the Hoang Long Joint Operating Company. Block 16-1 is located in the shallow water Cuu Long Basin, offshore southern Vietnam and a 25% working interest in the Ca Ngu Vang (CVN) Field in Block 9-2, which is operated by the Hoan Vu Joint Operating Company. Block 9-2 is located in the shallow water Cuu Long Basin, offshore southern Vietnam. Pharos also holds a 70% interest in and is designated operator of Blocks 125 & 126, located in the moderate to deep water Phu Khanh Basin, north east of the Cuu Long Basin, offshore central Vietnam.