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Energean PLC

Proxy Solicitation & Information Statement May 5, 2021

5342_rns_2021-05-05_2122735f-9389-4206-b1e4-7d3aba878590.pdf

Proxy Solicitation & Information Statement

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ENERGEAN PLC

(Incorporated in England and Wales with Registered No. 10758801)

Form of Proxy for Holders of Shares Listed on the Tel-Aviv Stock Exchange Ltd.

Form of Proxy for completion by holders of shares of Energean PLC (the "Company") listed on the Tel-Aviv Stock Exchange Ltd. ("TASE") in respect of the Annual General Meeting of the shareholders (the "General Meeting") to be held at 11:00 (London time) / 13:00 (Tel Aviv time) on Monday, May 24, 2021 at the registered office of the Company at Accurist House, 44 Baker Street, London, W1U 7AL, United Kingdom.

As a result of the ongoing COVID-19 global pandemic and the legal measures that the UK Government has put in place relating to the pandemic, there are significant restrictions on public gatherings and nonessential travel that are expected to affect the arrangements for, and attendance at, the General Meeting. In light of these restrictions and the uncertainty as to whether any additional and/or alternative restrictions or measures may be introduced by the UK Government, for the safety of our shareholders, our employees, our advisers and the general public, attendance at the General Meeting in person will not be possible this year and shareholders or their appointed proxies (other than the chair of the General Meeting and one other shareholder, to ensure a quorum) will not be permitted entry to the General Meeting. The shareholders are encouraged to watch the Company's website (www.energean.com) and regulatory news services for any updates in relation to the General Meeting that may need to be provided.

I/We

………………………………………………………………………………………………………………… ………………………………………….………………………………………….…………………………

Please insert full name(s) and address(es) in BLOCK CAPITALS

of ………………………………………………………………………………………………………………… ………………………………………….………………………………………….…………………………

being a holder of share(s) of Energean PLC listed on the Tel-Aviv Stock Exchange and entitled to attend and vote, hereby appoint

………………………………………………………………………………………………………………… ……………………………………………………………………………………… (the "TASE Member")1

to vote on my behalf in person or by proxy at the General Meeting and at any adjourned or postponed General Meeting as directed by an "X" in the appropriate box opposite the Resolution.

Please indicate with an "X" in the spaces below how you wish your vote to be cast.

If no indication is given, you will be deemed as instructing the TASE Member (or his proxy) to abstain from voting.

Resolution FOR AGAINST ABSTAIN
Ordinary Resolution
1 To receive and adopt the Company's annual
accounts
for
the
financial
year
ended
31
December 2020, together with the Directors'
report and the Auditors report on those accounts.
2 To approve the Directors' Remuneration Report.
3 To approve the Directors' Remuneration Policy.

1 Please insert the name of the broker, bank or other nominee through which you hold your shares and who'll be voting the shares on your behalf.

Resolution FOR AGAINST ABSTAIN
4 To re-appoint Ms Karen Simon as a director of
the Company.
5 To re-appoint Mr Matthaios Rigas as a director
of the Company.
6 To re-appoint Mr Panagiotis Benos as a director
of the Company.
7 To re-appoint Mr Andrew Bartlett as a director
of the Company.
8 To re-appoint Mr Robert Peck as a director of the
Company.
9 To re-appoint Mr Efstathios Topouzoglou as a
director of the Company.
10 To re-appoint Ms Amy Lashinsky as a director
of the Company.
11 To appoint Ms Kimberley Wood as a director of
the Company.
12 To appoint Mr Andreas Persianis as a director of
the Company.
13 To re-appoint Ernst & Young LLP as auditors of
the Company.
14 To
authorise
the
Directors
to
set
the
remuneration of the auditors.
15 To authorise the Directors to allot relevant
securities.
Special Resolution
16 To authorise the Directors to disapply pre
emption rights.
17 To authorise the Directors to further disapply
pre-emption rights.
18 That a general meeting, other than an Annual
General Meeting, may be called on not less than
14 clear days' notice.
19 To authorise the Company to make market
purchases of its own ordinary shares.

Signed …………………………………………..

Date: …………………………………………....

Notes:

    1. Shareholders may vote their shares by appointing the TASE Members (bank, broker or other nominee that is admitted as member of the TASE) through which they hold their shares as "proxies" to vote on their behalf, and they must direct the TASE Members on how to vote their shares.
    1. By signing this proxy, the undersigned shareholder undertakes to continue hold the voted shares until the record date of the General Meeting at 20:00 (Tel Aviv time) on Thursday, May 20, 2021.
    1. For this Form of Proxy to be valid, the Broker, Bank or other nominee company through which the shareholder holds his shares must receive, by no later than 16:00 (Tel Aviv time) on Monday, May 17, 2021, a legible PDF scan of the duly completed and signed Form of Proxy.
    1. A shareholder's returned proxy may be revoked at any time prior to its exercise by giving a written notice to the TASE Member of such revocation, sending a duly executed Form of Proxy bearing a later date, no later than 16:00 (Tel Aviv time) on Monday, May 17, 2021, requesting the return of the original Form of Proxy.
    1. The vote at the General Meeting shall be carried out by the TASE Clearing House. The TASE Member shall direct the TASE Clearing House on how to vote the shares held by it, according to the TASE Clearing House by-laws, and submit to the TASE Clearing House a summary of the final results of all the proxies received by it and which it requests the TASE Clearing House to vote in its name, by no later than 12:00 (Tel Aviv time) on Tuesday, May 18, 2021.
    1. In the case the shareholder is a corporation, this Form of Proxy should be given under its common seal, or if not so required, under the hand of an officer duly authorised in writing.
    1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
    1. The TASE Member or his proxy will appoint the Chairman of the General Meeting as their proxy to cast your votes. The Chairman may also vote or abstain from voting as he or she thinks fit on any other resolution (including amendments to resolutions) that may properly come before the General Meeting.
    1. Any alteration made in the Form of Proxy should be initialled.
    1. Please refer to the Circular to Shareholders and the Notice of the General Meeting for further information.

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