Results of Annual General Meeting

Source Press Release
Company Petrofac 
Tags People, Strategy - Corporate
Date June 23, 2023

The Company hereby confirms that all resolutions set out in the Notice of Meeting for the Annual General Meeting of Petrofac Limited held on 23 June 2023 were duly passed by shareholders on a poll.

The total number of votes cast for each resolution is as follows:

No.  Resolution  In Favour / Discretion  %*  Against  %*  Withheld 
Report and Accounts  289,987,407  99.97%  88,472  0.03%  59,299 
Remuneration Policy  288,867,454  99.59%  1,192,398  0.41%  75,326 
Annual Report on Remuneration  268,380,799  92.52%  21,710,793  7.48%  43,586 
Appoint Tareq Kawash as an Executive Director  281,977,321  97.20%  8,114,988  2.80%  42,869 
Re-appoint René Médori as Chairman  265,570,503  91.55%  24,522,692  8.45%  41,983 
Re-appoint Sara Akbar as a Non-executive Director  286,694,266  98.83%  3,385,810  1.17%  55,102 
Re-appoint Ayman Asfari as a Non-executive Director  278,874,225  96.14%  11,198,872  3.86%  62,081 
Re-appoint Matthias Bichsel as a Non-executive Director  272,110,330  93.80%  17,978,277  6.20%  46,571 
Re-appoint David Davies as a Non-executive Director  287,879,406  99.24%  2,213,064  0.76%  42,708 
10  Appoint Francesca Di Carlo as a Non-executive Director  286,699,610  98.84%  3,376,638  1.16%  58,930 
11  Re-appoint Afonso Reis e Sousa as an Executive Director  281,887,039  97.17%  8,201,125  2.83%  47,014 
12  Re-appoint Ernst & Young as auditors  211,526,184  72.92%  78,562,560  27.08%  46,434 
13  Authorise directors to fix the auditors’ remuneration  289,866,268  99.92%  221,534  0.08%  47,376 
14  Directors’ authority to allot shares  210,771,484  72.68%  79,215,536  27.32%  134,158 
15  Pre-emption rights  210,685,543  72.65%  79,310,001  27.35%  139,634 
16  Additional 10% Pre-emption rights  210,630,220  72.63%  79,371,450  27.37%  133,508 
17  Directors’ authority to purchase own shares  289,859,036  99.93%  206,284  0.07%  69,858 
18  Short notice period for general meetings  280,657,552  96.75%  9,439,102  3.25%  38,524 

* percentage of votes cast excludes withheld votes.

The number of shares in issue at the date of the Meeting was 522,049,521 ordinary shares of US$0.02 each in the Company (the “Shares”) and each Share attracted one vote. Votes 'For' included votes at the discretion of the Chairman.  All valid proxy votes and voting instructions (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.  The total number of votes cast was 290,135,178 (55.58% of the share register). 

The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website, .  A copy of the poll results for the AGM will also be available on the Company’s website. 

The Board notes that there were a significant proportion (more than 20%) of votes cast against four resolutions (resolutions 12, 14, 15 and 16).   Two of these resolutions (numbers 15 and 16) were special resolutions to empower the directors to disapply pre-emption rights.  Both of these resolutions followed the provisions of the Pre-Emption Group’s 2022 Statement of Principles for the disapplication of pre-emption rights and the Board considers the flexibility of afforded by these authorities to be in the best interests of the Company.  Jersey registered companies require a two-thirds majority for special resolutions to be passed.  Accordingly, all resolutions submitted to the AGM received sufficient support to be passed. 

In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and engage with those shareholders who voted against these resolutions to endeavour to understand their specific concerns.  In accordance with the Code, an update will be provided within six months of the AGM, with a final summary included in the Company's 2023 annual report and accounts.

In accordance with Listing Rule 9.6.2, a copy of Resolutions 14 to 17 (as set out in the Notice of Annual General Meeting), will be submitted today to the Financial Conduct Authority's national storage mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Source: EvaluateEnergy® ©2024 EvaluateEnergy Ltd