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Harbour Energy PLC AGM Information 2021

May 19, 2021

4658_agm-r_2021-05-19_8d330619-8bdb-40f6-a22e-0b681fcb3bbc.pdf

AGM Information

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HARBOUR ENERGY PLC (THE 'COMPANY') – ANNUAL GENERAL MEETING

To be held at 23 Lower Belgrave Street, London, SW1W 0NR at 3:00pm on Wednesday 23 June 2021.

You may submit your proxy electronically at www.harbourenergy-shares.com (see note 7 overleaf). If you have not previously registered, you will need your Investor Code shown below.

In view of the spread of COVID-19 and, in accordance with the UK Government's current restrictions on public gatherings, your Board strongly encourages you to vote electronically or to vote by proxy. You can cast your vote online at www.harbourenergy-shares.com or by post using the proxy card below. We understand that the Meeting is an opportunity for shareholders to ask questions of the Board in relation to the business of the Meeting and the Company's operations. We are keen to ensure that this dialogue continues, even though we face challenging external circumstances. The Company will therefore be accepting questions for the Meeting via email ([email protected]) or, alternatively, we would be happy to receive written questions by post sent to our Registrar, Link Group. Any questions to be put to the Meeting should be submitted by the close of business on Monday 21 June 2021.

FORM OF PROXY – HARBOUR ENERGY PLC – ANNUAL GENERAL MEETING

Barcode:

Investor Code:

I/We being a member of the Company hereby appoint the Chair of the Meeting (see note 1 overleaf) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 3:00pm on Wednesday 23 June 2021 and at any adjournment thereof. On any motion to amend any resolution, to propose a new resolution, to adjourn the meeting or any other motion put to the meeting, the proxy will act at his or her discretion.

I/We have indicated with an "X" how I/we wish my/our votes to be cast on the following resolutions:

Please mark "X" to indicate how you wish to vote.

Withheld
Ordinary Resolutions For Against
1. To receive the Annual Report and Financial Statements for the
year ended 31 December 2020 together with the reports of the
Directors and the Auditor.
2. To approve the Remuneration Report set out on pages 81 to 83
and pages 94 to 107 of the 2020 Annual Report and Financial
Statements.
3. To approve the Remuneration Policy set out in Appendix 3
of the Notice of Meeting.
4. To approve amendments to the Harbour Energy 2017 Long Term
Incentive Plan.
5. To elect R. Blair Thomas as a Director of the Company.
6. To elect Linda Z. Cook as a Director of the Company.
7. To elect Phil Kirk as a Director of the Company.
8. To elect Alexander Krane as a Director of the Company.
9. To elect Simon Henry as a Director of the Company.
10. To re-elect Anne Marie Cannon as a Director of the Company.
11. To elect G. Steven Farris as a Director of the Company.
12. To elect Alan Ferguson as a Director of the Company.
13. To elect Andy Hopwood as a Director of the Company.
Ordinary Resolutions For Against Withheld
14. To elect Margareth Øvrum as a Director of the Company.
15. To elect Anne Stevens as a Director of the Company.
16. To re-appoint Ernst & Young LLP as Auditor of the Company.
17. To authorise the Audit and Risk Committee to determine the
remuneration of the Auditor.
18. To authorise the Company and its subsidiaries to make
political donations.
19. To consolidate the Company's Ordinary Shares of 0.0001 pence
each into new ordinary shares of 0.002 pence each
20. To authorise the Directors to allot relevant securities pursuant
to Section 551 of the Companies Act 2006.
Special Resolutions
21. To authorise the Directors to disapply pre-emption rights
(up to five per cent of the Company's issued share capital).
22. To authorise the Directors to disapply pre-emption rights
in connection with an acquisition or specific investment.
23. To approve the adoption of new Articles of Association.
24. To authorise the calling of general meetings of the Company
(excluding annual general meetings) by notice of not less than
14 clear days.
Date -

Signature Date You may submit your proxy electronically at www.harbourenergy-shares.com

HARBOUR ENERGY PLC – ANNUAL GENERAL MEETING

To be held at 23 Lower Belgrave Street, London, SW1W 0NR at 3:00pm on Wednesday 23 June 2021.

Notes

    1. Please indicate in the 'number of shares' box the shares you would like the Chair to vote on your behalf (which, in aggregate, should not exceed the number of shares held by you). If the box is left blank, all the shares registered in your name will be cast in accordance with your instructions.
    1. CREST members should refer to the notice of the meeting for instructions regarding the CREST electronic proxy appointment service.
    1. Please indicate with a mark in the boxes opposite the resolutions how you wish the proxy to vote on your behalf. In the absence of instructions, the person appointed proxy may vote or refrain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or refrain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
    1. The "Withheld" option is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a vote "Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
    1. This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute by the signature(s) of a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
    1. To be valid, this form of proxy, together with any power of attorney under which it is signed, should be returned to the Company's Registrar at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to arrive no later than 48 hours prior to the time of the meeting. You may also deliver this form of proxy by hand to Link Group, The Registry, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours.
    1. You can submit your proxy via the internet by accessing www.harbourenergyshares.com. You will need your Investor Code to log in. Before you can submit your proxy you will be asked to agree certain terms and conditions. You will be issued with confirmation of your voting once the process is complete.
    1. To be entitled to vote at the meeting, shareholders' names must be entered on the Register of Members at close of business on Monday 21 June 2021.
    1. If you prefer, you may return the proxy form to Link Group in an envelope addressed to PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Please note delivery using this service may take up to five business days.

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PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL