Petrofac Limited: RESULTS OF ANNUAL GENERAL MEETING
Petrofac Limited ( PFC)
Petrofac Limited: RESULTS OF ANNUAL GENERAL MEETING
23-Jun-2023 / 13:30 GMT/BST
23 June 2023
PETROFAC LIMITED
(the “Company”)
RESULTS OF ANNUAL GENERAL MEETING
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
1
Report and Accounts
289,987,407
99.97%
88,472
0.03%
59,299
2
Remuneration Policy
288,867,454
99.59%
1,192,398
0.41%
75,326
3
Annual Report on Remuneration
268,380,799
92.52%
21,710,793
7.48%
43,586
4
Appoint Tareq Kawash as an Executive Director
281,977,321
97.20%
8,114,988
2.80%
42,869
5
Re-appoint René Médori as Chairman
265,570,503
91.55%
24,522,692
8.45%
41,983
6
Re-appoint Sara Akbar as a Non-executive Director
286,694,266
98.83%
3,385,810
1.17%
55,102
7
Re-appoint Ayman Asfari as a Non-executive Director
278,874,225
96.14%
11,198,872
3.86%
62,081
8
Re-appoint Matthias Bichsel as a Non-executive Director
272,110,330
93.80%
17,978,277
6.20%
46,571
9
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, www.petrofac.com. 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.
For further information contact:
Petrofac Limited
020 7811 4900
NOTES TO EDITORS
Petrofac is a leading international service provider to the energy industry, with a diverse client portfolio including many of the world’s leading energy companies.
Petrofac designs, builds, manages, and maintains oil, gas, refining, petrochemicals, and renewable energy infrastructure. Our purpose is to enable our clients to meet the world’s evolving energy needs. Our four values – driven, agile, respectful, and open – are at the heart of everything we do.
Petrofac’s core markets are in the Middle East and North Africa (MENA) region and the UK North Sea, where we have built a long and successful track record of safe, reliable, and innovative execution, underpinned by a cost effective and local delivery model with a strong focus on in-country value. We operate in several other significant markets, including India, South East Asia and the United States. We have 7,950 employees based across 31 offices globally.
Petrofac is quoted on the London Stock Exchange (symbol: PFC).
For additional information, please refer to the Petrofac website at www.petrofac.com
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ISIN: GB00B0H2K534 Category Code: RAG TIDM: PFC LEI Code: 2138004624W8CKCSJ177 OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 253187 EQS News ID: 1664663
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