Harbour Energy PLC — AGM Information 2020

Jun 25, 2020

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title: tp
author: IT Department
date: 2019-05-16 16:15:00+00:00

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Company No: SC234781

PREMIER OIL PLC

Ordinary Resolution No. 16 – Donations to Political organisations and political expenditure

Ordinary Resolution No. 17 – Authority to allot shares

Special Resolution No. 18 – Disapplication of pre-emption rights in respect of up to 5% of the Company’s issued share capital

Special Resolution No. 19 – Disapplication of pre-emption rights in respect of an additional 5% of the Company’s issued share capital for the purposes of acquisitions or capital investments

Special Resolution No. 20 – Authority to make market purchases of shares

(the “Company”)

Ordinary & Special Resolutions

Passed on 25 June 2020

The Companies Act 2006

At the Annual General Meeting of the Company, duly convened and held at 23 Lower Belgrave Street, London, SW1W 0NR on Thursday 25 June 2020, the following resolutions (Special Business) were passed by the members entitled to attend and vote at the Meeting:

Ordinary Resolution No.4 Amendments to the Premier Oil 2017 Long term Incentive Plan

“THAT the amendments to the Premier Oil 2017 Long Term Incentive Plan, be and are hereby approved.”

“THAT the Company, and those companies which are subsidiaries of the Company at any time during the period for which this Resolution has effect, be authorised in accordance with Sections 366 and 367 of the Companies Act 2006 (the ‘Act’) to:

make political donations to political parties and/or independent election candidates, not exceeding £50,000 in total;

make political donations to political organisations other than political parties, not exceeding £50,000 in total; and

incur political expenditure, not exceeding £50,000 in total;

(as such terms are defined in Sections 363 to 365 of the Act) during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the Annual General Meeting of the Company to be held in 2020, provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £50,000.”

“THAT the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company pursuant to, and in accordance with, Section 551 of the Act, to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

up to a nominal amount of £ 34,994,356 (such amount to be reduced by the nominal amount allotted or granted under part b) below in excess of such sum); and

comprising equity securities (as defined in Section 560(1) of the Act) up to a nominal amount of £ 69,988,713 (such amount to be reduced by any allotments or grants made under part a) above) in connection with an offer by way of a rights issue:

to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and

to holders of other equity securities as required by the rights of those securities or, if the Directors otherwise consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, provided that these authorities shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2021 or at the close of business on 24 September 2021, whichever is the sooner, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authorities conferred hereby had not expired.”

“THAT if Resolution 17 is passed, the Directors be given powers pursuant to Section 571 of the Act, to allot equity securities (within the meaning of Section 560(1) of the Act) for cash under the authority conferred by Resolution 15 and/or sell Ordinary Shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale provided that this power shall be limited:

to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of an authority granted under part b) of Resolution 16, by way of a rights issue only):

to Ordinary shareholders (excluding any shareholder holding shares as treasury shares) in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares; and

to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any such arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

in the case of the authority granted under part a) of Resolution 16 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than pursuant to sub-paragraph a) above) of equity securities or sale of treasury shares up to a nominal amount of £5,249,1453,

such power shall apply until the conclusion of the Annual General Meeting of the Company to be held in 2021 or at the close of business on 24 September 2021, whichever is the sooner, save that, in each case, the Company may during this period make offers and enter into agreements which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred hereby had not expired.”

“THAT if Resolution 17 is passed, the Directors be given the power in addition to any power granted under Resolution 19 to allot equity securities (within the meaning of Section 560(1) of the Act) for cash under the authority conferred by Resolution 16 and/or sell Ordinary Shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £5,249,153; and

used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power shall apply until the conclusion of the Annual General Meeting of the Company to be held in 2021 or at the close of business on 24 September 2021, whichever is the sooner, save that, in each case, the Company may during this period make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred hereby had not expired.”

“THAT the Company be authorised, generally and unconditionally in accordance with Section 701 of the Act to make market purchases (as defined in Section 693(4) of the Act) of its Ordinary Shares, such power to be limited:

to a maximum number of Ordinary Shares with an aggregate nominal value of up to £10,498,307;

by the condition that the Company does not pay less (exclusive of expenses) for each Ordinary Share than the nominal value of such share and the maximum price which may be paid for an Ordinary Share (exclusive of expenses) is the higher of:

5 per cent over the average of the closing middle-market quotations of an Ordinary Share for the five business days immediately preceding the date on which the Company agrees to buy the shares concerned, based on share prices published in the Daily Official List of the London Stock Exchange; and

the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out,

such authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2021, or at the close of business on 24 September 2021, whichever is the sooner, provided that if the Company has agreed before such expiry to purchase Ordinary Shares where these purchases will or may be executed (either wholly or in part) after the authority terminates the Company may complete such a purchase as if the authority conferred hereby had not expired.”

Special Resolution No. 21 – Reduced notice of a meeting other than an annual general meeting

“THAT a general meeting of the Company (not being an Annual General Meeting) may be called on notice of not less than 14 clear days, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2021.”