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Harbour Energy PLC Proxy Solicitation & Information Statement 2020

May 20, 2020

4658_agm-r_2020-05-20_4cb482b7-c7b9-4173-a738-b5be2099674f.pdf

Proxy Solicitation & Information Statement

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PREMIER OIL PLC (THE 'COMPANY') – ANNUAL GENERAL MEETING

To be held at 23 Lower Belgrave Street, London, SW1W 0NR at 9.30am on Thursday 25 June 2020.

You may submit your proxy electronically at www.premier-oil-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, physical attendance in person at the Meeting will not be possible. Accordingly, your Board strongly encourages you to vote electronically or to vote by proxy. You can cast your vote online at www.premier-oil-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 Asset Services. Any questions to be put to the Meeting should be submitted by the close of business on Tuesday 23 June 2020.

FORM OF PROXY – PREMIER OIL PLC – ANNUAL GENERAL MEETING

Barcode:

Investor Code:

I/We being a member of the Company hereby appoint the Chairman 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 9.30am on Thursday 25 June 2020 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.

Ordinary Resolutions For Against Withheld Ordinary Resolutions For Against Withheld
1. To receive the Annual Report and Financial Statements for 13. To re-elect Mike Wheeler as a Director of the Company.
the year ended 31 December 2019 together with the reports
of the Directors and the Auditor.
14. To re-appoint Ernst & Young LLP as Auditor of the Company.
2. To receive and approve the Remuneration Report set out on
pages 79 to 83 and pages 97 to 112 of the 2019 Annual Report
15. To authorise the Audit and Risk Committee to determine the
remuneration of the Auditor.
and Financial Statements. 16. To authorise the Company and its subsidiaries to make
3. To approve the Remuneration Policy set out on pages 86 to 96
of the 2019 Annual Report and Financial Statements.
political donations. 17. To authorise the Directors to allot relevant securities
4. To approve amendments to the Premier Oil 2017 Long Term pursuant to Section 551 of the Companies Act 2006.
Incentive Plan. Special Resolutions
5. To re-elect Dave Blackwood as a Director of the Company. 18. To authorise the Directors to disapply pre-emption rights
6. To re-elect Anne Marie Cannon as a Director of the Company. (up to five per cent of the Company's issued share capital).
7.
To re-elect Tony Durrant as a Director of the Company.
19. To authorise the Directors to disapply pre-emption rights
in connection with an acquisition or specific investment.
8. To re-elect Roy A Franklin as a Director of the Company. 20. To authorise the Company to make market purchases
9. To re-elect Barbara Jeremiah as a Director of the Company. of its own Ordinary Shares.
10. To re-elect Iain Macdonald as a Director of the Company. 21. To authorise the calling of general meetings of the Company
11. To elect Elisabeth Proust as a Director of the Company. (excluding annual general meetings) by notice of not less
than 14 clear days.
12. To re-elect Richard Rose as a Director of the Company.
Signature Date You may submit your

proxy electronically at www.premier-oil-shares.

Premier Oil plc – Annual General Meeting

To be held at 23 Lower Belgrave Street, London, SW1W 0NR at 9.30am on Thursday 25 June 2020.

Notes

    1. Please indicate in the 'number of shares' box the shares you would like the Chairman 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 Asset Services, PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF 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 Asset Services, The Registry, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours.
    1. You can submit your proxy via the internet by accessing www.premier-oil-shares.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 Tuesday 23 June 2020.
    1. If you prefer, you may return the proxy form to Link Asset Services in an envelope addressed to FREEPOST PXS 1, 34 Beckenham Road, BR3 9ZA. Please note delivery using this service may take up to five business days.

Business Reply Plus Licence Number RLUB-TBUX-EGUC

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Link Asset Services PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF