PREMIER OIL PLC
Result of Annual General Meeting
The Annual General Meeting ("AGM") of Premier Oil plc (the "Company") was held today, 16 May 2019, at No. 11 Cavendish Square, London, W1G 0AN at 11.00am. Each of the resolutions contained in the Notice of Meeting were put to the AGM, voted on by way of a poll and duly approved.
The total number of votes received on each resolution put to the AGM was as follows:
No. |
Resolution |
Votes FOR (a) |
% |
Votes AGAINST |
% |
Votes WITHHELD (b) |
1 |
Approve Annual Report and Accounts |
406,850,468 |
99.99 |
59,796 |
0.01 |
6,879,881 |
2 |
Approve Annual Report on Remuneration |
239,324,318 |
58.14 |
172,319,657 |
41.86 |
2,146,169 |
3 |
Re-elect Robin Allan |
412,900,273 |
99.88 |
496,503 |
0.12 |
393,369 |
4 |
Re-elect Dave Blackwood |
374,469,049 |
90.58 |
38,931,556 |
9.42 |
389,540 |
5 |
Re-elect Anne Marie Cannon |
412,836,515 |
99.87 |
557,518 |
0.13 |
396,112 |
6 |
Re-elect Tony Durrant |
411,518,503 |
99.54 |
1,886,865 |
0.46 |
384,777 |
7 |
Re-elect Roy A Franklin |
400,388,946 |
99.54 |
1,831,838 |
0.46 |
11,569,360 |
8 |
Re-elect Jane Hinkley |
359,787,426 |
89.42 |
42,573,507 |
10.58 |
11,429,211 |
9 |
Elect Barbara Jeremiah |
412,481,759 |
99.78 |
907,922 |
0.22 |
400,464 |
10 |
Re-elect Iain Macdonald |
412,809,129 |
99.86 |
573,420 |
0.14 |
407,596 |
11 |
Re-elect Richard Rose |
412,904,114 |
99.82 |
754,145 |
0.18 |
131,886 |
12 |
Re-elect Mike Wheeler |
413,093,891 |
99.86 |
566,360 |
0.14 |
129,894 |
13 |
Re-appoint Ernst & Young LLP as Auditor |
411,352,453 |
99.44 |
2,299,637 |
0.56 |
138,055 |
14 |
Authorise ARC to approve Auditor remuneration |
413,506,007 |
99.96 |
172,576 |
0.04 |
111,562 |
15 |
Authorise Company to make political donations |
396,436,038 |
95.84 |
17,216,980 |
4.16 |
137,127 |
16 |
Authorise Directors to allot shares |
411,683,447 |
99.53 |
1,936,073 |
0.47 |
168,317 |
17 |
Approve the rules of the Premier Oil Save As You Earn Plan |
405,505,294 |
98.03 |
8,166,572 |
1.97 |
118,279 |
18 |
Approve the rules of the Premier Oil Share Incentive Plan |
405,058,972 |
97.93 |
8,559,773 |
2.07 |
163,662 |
19 |
Authority to disapply pre-emption rights (up to 5% of issued share capital) (c) |
412,896,845 |
99.86 |
564,022 |
0.14 |
329,278 |
20 |
Authority to disapply pre-emption rights in connection with specific acquisition/ investment (further 5% of issued share capital) (c) |
409,104,924 |
98.94 |
4,363,425 |
1.06 |
321,795 |
21 |
Authority to purchase own shares (c) |
411,390,178 |
99.45 |
2,261,898 |
0.55 |
138,068 |
22 |
Authority to call General Meetings by notice of not less than 14 days (c) |
408,776,377 |
98.81 |
4,904,019 |
1.19 |
109,749 |
NOTES:
(a) The "For" proxy vote includes those giving the Chairman discretion.
(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the proxy votes "For" or "Against" the resolution.
(c) Special resolution.
Remuneration Report
The Board notes that Resolution 2, to approve the Remuneration Report, received a significant number of votes cast against it (172,319,657 votes, 41.86% of votes validly cast). An extensive shareholder engagement programme was undertaken after the 2018 AGM, and major shareholders were written to again in advance of the 2019 AGM. We will now analyse the voting outcome and will continue to ask major shareholders to engage with us in order that we can understand better the reasons for this outcome and the concerns of shareholders before we review the Remuneration Policy, which is due to be re-submitted for shareholder approval at the 2020 AGM.
Appointment of Non-Executive Director
Following shareholder approval of Resolution 9, Barbara Jeremiah has today been appointed to the Board as a Non-Executive Director. In addition to the information disclosed by the Company on 7 March 2019 in accordance with Listing Rule 9.6.13R, the Company further confirms that Barbara retired as a director of Allegheny Technologies Inc on 8 May 2019.
The total number of shares in issue on 14 May 2019, the deadline for casting votes by proxy in advance of the AGM, was 824,324,915 shares. 50.18% of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available on the Company's website at www.premier-oil.com
In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by the Company's shareholders, other than ordinary business will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
Enquiries |
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Premier Oil plc |
Tel: 020 7730 1111 |
Company Secretariat:
Andy Gibb |
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Investor Relations:
Elizabeth Brooks |
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