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HUNTING PLC — Proxy Solicitation & Information Statement 2025
Mar 19, 2025
4684_agm-r_2025-03-19_46768ef5-b1b1-4ddd-a44a-51659f250c4e.pdf
Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares, please forward this document together with all accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Hunting PLC
Notice of Annual General Meeting
The Notice of the Annual General Meeting (the "Notice of AGM") of Hunting PLC (the "Company" or "Hunting") to be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS on Wednesday 16 April 2025 at 10.30 a.m. is set out on pages 6 and 7 of this document.
You may appoint one or more persons as proxy to exercise your rights at the Annual General Meeting (the "AGM"). Enclosed with this document is a form of proxy for use in connection with all the resolutions to be proposed at the AGM.
The Directors request that either you: (i) complete and return the enclosed form of proxy to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; (ii) submit votes electronically following the instructions contained in the form of proxy; or (iii) if you are a CREST member, transmit a CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to be received no later than 10.30 a.m. on Monday 14 April 2025. If you are an institutional investor, you may also appoint a proxy electronically via the Proxymity platform.
The annual report and accounts of the Company for the year ended 31 December 2024 are available to view and download electronically at www.huntingplc.com.
For further details, please see the notes which follow the Notice of AGM set out on pages 8 and 9 of this document as well as the explanatory notes included in the form of proxy enclosed with this document.
SHAREHOLDER QUESTIONS RELEVANT TO THE BUSINESS OF THE AGM CAN BE SUBMITTED AHEAD OF THE MEETING, AS DESCRIBED IN THE LETTER FROM THE COMPANY CHAIR ON PAGE 2 OF THIS DOCUMENT. QUESTIONS WILL BE ANSWERED AT THE END OF THE PRESENTATION, WHICH WILL TAKE PLACE PRIOR TO THE FORMAL BUSINESS OF THE AGM AND THE PRESENTATION (TOGETHER WITH QUESTIONS AND ANSWERS) WILL BE ACCESSIBLE VIA A WEBCAST. THE FORMAL BUSINESS OF THE AGM WILL THEN FOLLOW THE PRESENTATION.
Hunting PLC, Registered Office: 30 Panton Street, London, SW1Y 4AJ. Incorporated in England and Wales No. 00974568.
Hunting PLC
30 Panton Street
London
SW1Y 4AJ
6 March 2025
To holders of the Company's Ordinary shares
Dear Shareholder,
On behalf of my fellow Directors, I am pleased to inform you of the Company's AGM which will be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS, on Wednesday 16 April 2025 at 10.30 a.m. The formal Notice of AGM is set out on pages 6 and 7 of this document. The purpose of this letter is to explain the business of the AGM in more detail and the arrangements for the AGM proposed by the Directors.
AGM Arrangements
The AGM is planned to be an open meeting with shareholders welcome to attend. If you would like to vote on the resolutions but cannot come to the AGM, please either (i) complete and return the enclosed form of proxy to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; or (ii) submit votes electronically following the instructions contained in the form of proxy; or (iii) if you are a CREST member, transmit a CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to be received no later than 10.30 a.m. on Monday 14 April 2025. If you are an institutional investor, you may also appoint a proxy electronically via the Proxymity platform.
Prior to the formal business of the AGM, a presentation will be delivered by the Chief Executive. At the end of the presentation questions relevant to the business of the AGM, and those submitted by shareholders ahead of the AGM, will be answered.
Access to the presentation and the AGM can also be made through the internet link:
https://stream.buchanan.uk.com/broadcast/65bb77fc32e07c0e794777fd
Questions and Answers
The Directors have made available to shareholders the ability to submit questions relevant to the business of the AGM ahead of the AGM. These questions will be answered at the end of the presentation noted above. Shareholders are therefore asked to submit all questions, relevant to the business of the AGM by Monday 14 April 2025, to the Company's Registered Office, for the attention of the Company Secretary. Alternatively, questions can be submitted via email at [email protected]. Shareholders should note the provisions on page 9 of this document in relation to questions and answers.
AGM Resolutions
Resolutions 1 to 14 contained within the Notice of AGM are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Voting on all resolutions at the AGM will be on a poll as the Directors believe that this will result in a more accurate reflection of the views of all shareholders and ensure that their votes are recognised, whether or not they are able to attend the AGM. On a poll, each shareholder has one vote for every share held. The results of the poll and proxy votes cast prior to the AGM will be released, shortly after the AGM, to the London Stock Exchange and published on the Company's website at www.huntingplc.com.
Resolution 1 – Presentation of Accounts
The Directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the Company's audited accounts for the year ended 31 December 2024, together with the Directors' reports (including the strategic report) and the auditor's report on those accounts.
Resolution 2 – Annual Report on Remuneration
The Companies Act 2006 requires the Company to seek shareholder approval, on an annual basis, for the Annual Report on Remuneration for the prior financial year and the accompanying letter from the Chair of the Remuneration Committee. The vote on this Report and letter is "advisory" which means that payments to the Directors are not conditional on this resolution being approved.
The Annual Report on Remuneration is set out on pages 151 to 160 of the Company's 2024 Annual Report and Accounts and the letter from the Chair of the Remuneration Committee can be found on pages 136 to 139.
A key decision of the Remuneration Committee has been to apply a consistent and fair approach to remuneration in 2024 and to make no adjustments to the fixed or variable pay structures for the workforce, leadership team or executive Directors. Hunting operates in a highly cyclical sector and the Remuneration Committee believes that the Company's remuneration framework and Directors' Remuneration Policy align closely to overall stakeholder expectations.
Hunting PLC / Notice of Annual General Meeting 2025
Resolution 3 – Final Dividend
Shareholders are asked to approve a recommended final dividend of 6.0 cents for each Hunting PLC Ordinary share for payment on 9 May 2025 to those shareholders who are on the register of members at the close of business on 11 April 2025. This is in addition to the interim dividend of 5.5 cents for each Ordinary share that was paid on 25 October 2024, making a total of 11.5 cents for the year for each Ordinary share.
Resolution 4 – Re-appointment of Director
The Company's Articles of Association provide that any Director who has been appointed by the Board since the last AGM is required to retire and be considered for re-appointment. Catherine (Cathy) Krajicek was appointed on 3 March 2025 and will retire at the AGM and, being eligible, offers herself for re-appointment.
Resolution 5 to 11 – Re-election of Directors
In accordance with the recommendations of the UK Corporate Governance Code all other Directors will stand for re-election at the AGM.
Biographical details of each of the Directors can be found in Appendix 1 on pages 10 and 11 of this document. In accordance with the recommendations of the UK Corporate Governance Code, the reasons for the re-appointment or the re-election as well as the contribution of each Director standing for re-election have been detailed. The Board is confident that each non-executive Director has the necessary skills and expertise required for the Hunting group, including significant energy industry experience and/or knowledge of the legal and regulatory environment with which Hunting is required to comply. The Board is also satisfied that each non-executive Director remains independent in character and judgement and is free from any relationship or circumstance which is likely to affect, or could appear to affect, their judgement.
Resolution 12 – Auditor's re-appointment
The resolution seeks shareholder approval for the re-appointment of Deloitte LLP as auditor. The performance and effectiveness of the auditor were evaluated by the Company's Audit Committee, which recommended to the Board that Deloitte LLP be re-appointed. Deloitte LLP has also indicated its willingness to continue as the Company's auditor for another year.
Resolution 13 – Auditor's remuneration
The resolution gives the Audit Committee the authority to determine the remuneration of the Company's auditor for the year ending 31 December 2025.
Resolution 14 – Authority to the Directors to allot shares
The Companies Act 2006 provides that the Directors may only allot shares or grant rights to subscribe for or convert any security into shares if authorised by shareholders to do so. Resolution 14 will, if passed, authorise the Directors to allot new shares up to an aggregate nominal amount of £27,490,014, which represents an amount that is approximately two-thirds of the issued share capital of the Company as at 6 March 2025, being the latest practicable date prior to the publication of this document.
As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company) will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third of the issued share capital of the Company) may only be used in connection with a pre-emptive offer in favour of Ordinary shareholders. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a pre-emptive offer. This is in line with guidelines issued by the Investment Association.
The authority will expire at the earlier of the date that is 15 months after the date of the passing of the resolution or the conclusion of the next AGM of the Company.
Passing resolution 14 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.
As at 6 March 2025, the Company had 164,940,082 Ordinary shares of 25 pence each in issue.
Resolutions 15 and 16 – Disapplication of statutory pre-emption rights
The disapplication authorities proposed pursuant to resolutions 15 and 16 are in line with the updated Statement of Principles issued by the Pre-Emption Group in November 2022 (the "Pre-Emption Group Principles") which support companies seeking authority to issue for cash equity securities otherwise than in connection with a pre-emptive offer.
Resolutions 15 and 16 seek shareholder approval such that the Board, subject to resolution 14 being passed, be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by these resolutions and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale (i.e. without first offering them to existing shareholders). The authorities in paragraph (b) of resolution 15 and paragraph (a) of resolution 16 are limited to a combined aggregate amount of 20% of the Company's issued Ordinary share capital, as at 6 March 2025, being the latest practicable date prior to the publication of this document. In the case of both resolutions 15 and 16, up to an additional 2% of the Company's issued Ordinary share capital may be issued in connection with a follow-on offer to retail investors or existing investors not allocated shares in the non-pre-emptive offer. The Directors confirm their intention to follow the Pre-Emption Group Principles in advance of exercising their authority under either resolution 15 and/or resolution 16.
Hunting PLC / Notice of Annual General Meeting 2025
Resolution 15 seeks shareholder approval to disapply statutory pre-emption rights up to 10% of the Company's issued Ordinary share capital. This part of the authority is designed to provide the Directors with flexibility to raise further equity funding and to pursue acquisition opportunities as and when they might arise. Resolution 15 also gives the Directors flexibility to implement a pre-emptive offer on terms that do not reflect statutory pre-emption rights where strict compliance would be unduly burdensome (for example, due to overseas securities laws).
Resolution 16 seeks shareholder approval to disapply statutory pre-emption rights in respect of an additional 10% of the Company's issued Ordinary share capital. In accordance with the Pre-Emption Group Principles, the Directors confirm that this additional authority is intended to be used only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding 12 month period and is disclosed in the announcement of the issue.
These authorities will expire at the earlier of the date that is 15 months after the date of the passing of the relevant resolution or the conclusion of the next AGM of the Company. In each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the relevant authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 17 – Purchase of own shares by the Company
If passed, this resolution will grant the Company authority for a period of up to 15 months after the date of passing of the resolution to buy its own shares in the market. The resolution limits the number of Ordinary shares that may be purchased to 14.99% of the Company's issued Ordinary share capital as at 6 March 2025, being the latest practicable date prior to the publication of this document. The price per Ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of 25 pence per Ordinary share and a maximum amount (excluding expenses) of the higher of:
(i) 5% above the average of the previous five days' middle market prices; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out.
This authority will only be exercised if market conditions make it advantageous to do so.
The Directors' present intention is that shares purchased pursuant to this authority will be cancelled immediately on purchase. Alternatively, the shares may be held in treasury, sold for cash or (provided UK Listing Rule requirements are met) transferred for the purposes of or pursuant to an employee share scheme. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not qualify for dividends). The Directors will only make purchases under this authority if they believe that the effect of such purchases (where such shares are purchased for cancellation) would result in increased earnings per share and would be in the interests of shareholders generally.
As at 6 March 2025, there were outstanding options and awards to subscribe for 12,852,447 Ordinary shares representing in total approximately 7.79% of the Company's issued share capital at that date. If the authority to purchase shares was exercised in full, and those shares were cancelled (but the Company's issued share capital otherwise remained unaltered), outstanding options and awards to subscribe for Ordinary shares would, at that date, represent approximately 9.17% of the Company's issued share capital.
Resolution 18 – Notice of General Meetings
To enable the Company to preserve the ability to call general meetings (other than an AGM) on 14 clear days' notice, the Company must offer all shareholders the opportunity to appoint a proxy electronically (via the website of the Company or its Registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 18 seeks such approval which, if granted, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed. The Company is in compliance with the requirement to make electronic voting available to all shareholders. It is intended that the flexibility to call general meetings on 14 clear days' notice will only be used for non-routine business and where merited in the interests of shareholders as a whole.
Hunting PLC / Notice of Annual General Meeting 2025
5 Hunting PLC / Notice of Annual General Meeting 2025
Recommendation
The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Directors will be voting in favour of them and unanimously recommend that you do so as well.
Yours sincerely,

Stuart M. Brightman
Company Chair
6 March 2025
Hunting PLC
(Incorporated and Registered in England and Wales under Number 00974568)
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Hunting PLC (the "Company") will be held at The Royal Automobile Club, 89 Pall Mall, SW1Y 5HS, on Wednesday 16 April 2025 at 10.30 a.m.
The business of the AGM will be to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 14 are proposed as ordinary resolutions and resolutions 15 to 18 are proposed as special resolutions. Voting on all resolutions will be by way of a poll.
Ordinary Resolutions
- To receive the Company's audited accounts for the year ended 31 December 2024, together with the reports of the Directors and the auditor's report on the accounts.
- To approve the Annual Report on Remuneration and letter from the Chair of the Remuneration Committee as set out respectively on pages 151 to 160 and 136 to 139 of the Company's 2024 Annual Report and Accounts.
- To declare a final dividend of 6.0 cents per Ordinary share.
- To re-appoint Cathy Krajicek as a Director.
To re-elect the following:
- To re-elect Margaret Amos as a Director.
- To re-elect Stuart Brightman as a Director.
- To re-elect Carol Chesney as a Director.
- To re-elect Bruce Ferguson as a Director.
- To re-elect Paula Harris as a Director.
- To re-elect Jim Johnson as a Director.
- To re-elect Keith Lough as a Director.
- To re-appoint Deloitte LLP as auditor of the Company, to hold office until the conclusion of the next AGM at which audited accounts are laid before the Company.
- To authorise the Audit Committee to determine the remuneration of the Company's auditor.
- To authorise the Directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company 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 an aggregate nominal amount of £27,490,014 comprising:
(a) an aggregate nominal amount of £13,745,007 (whether in connection with the same offer or issue as under (b) below or otherwise); and
(b) an aggregate nominal amount of £13,745,007 in the form of equity securities (within the meaning of section 560(1) of the Companies Act 2006) in connection with a pre-emptive offer, open for acceptance for a period fixed by the Directors, to holders of Ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of Ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever,
such authority to expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2026, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if such authority had not expired.
Special Resolutions
- To authorise the Directors pursuant to sections 570(1) and 573 of the Companies Act 2006, subject to the passing of resolution 14 set out above, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authorisation conferred by that resolution and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that such authority be limited:
(a) to the allotment of equity securities or sale of treasury shares in connection with a pre-emptive offer, open for acceptance for a period fixed by the Directors, to holders of Ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of Ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever;
(b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £4,123,502; and
(c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,
Hunting PLC / Notice of Annual General Meeting 2025
such authority to expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
- To authorise the Directors, subject to the passing of resolution 14 set out above, and in addition to any authority granted under resolution 15 above, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell Ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
(a) to the allotment of equity securities or sale of treasury shares up to a nominal amount of £4,123,502, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or specified 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; and
(b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 authority to expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
- To authorise the Company generally and unconditionally for the purposes of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693(4) of the Companies Act 2006) of its Ordinary shares of 25 pence each provided that in doing so it:
(a) purchases no more than 24,724,518 Ordinary shares of 25 pence each in aggregate;
(b) pays not less not than 25 pence (excluding expenses) per Ordinary share of 25 pence each; and
(c) pays a price per Ordinary share that is not more (excluding expenses) per Ordinary share than the higher of: (i) 5% above the average of the middle market quotations for the Ordinary shares as derived from the Daily Official List for the five business days immediately before the day on which it purchases that share; (ii) the price of the last independent trade on the trading venue where the purchase is carried out; and (iii) the highest current independent purchase bid on that venue.
This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2026, except that the Company may, if it agrees to purchase Ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.
- To authorise the Directors to call a general meeting of the Company, other than an AGM, on not less than 14 clear days' notice.
By order of the Board

Ben Willey
Company Secretary
6 March 2025
Registered Office:
30 Panton Street
London
SW1Y 4AJ
Inspection of documents
The following documents will be available for inspection at 30 Panton Street, London SW1Y 4AJ, from the date of this Notice until the time of the AGM and at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS from 15 minutes before the AGM starts until it ends:
- Copies of the executive Directors' service contracts.
- Copies of the letters of appointment of the non-executive Directors.
Hunting PLC / Notice of Annual General Meeting 2025
Notes to the Notice of Annual General Meeting (the "AGM")
Proxies and corporate representatives
- A member who is an individual is entitled to attend, speak and vote at the AGM or to appoint one or more other persons as their proxy to exercise all or any of their rights on their behalf. Further details of how to appoint a proxy, and the rights of proxies, are given in the paragraphs below.
A member that is a company can appoint one or more corporate representatives (such as a Director or employee of the company) whose attendance at the AGM is treated as if the company were attending in person, or it can appoint one or more persons as its proxy to exercise all or any of its rights on its behalf. In each case, a person attending the AGM will need to provide the Company or its Registrars, Equiniti Limited, with evidence of their identity and, if applicable, their appointment as a proxy or corporate representative with authority to vote on behalf of a member.
- A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. To appoint a proxy or proxies, shareholders must:
(a) complete a form of proxy, sign it and return it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such authority, to the Company's Registrars, Equiniti Limited;
(b) submit a proxy electronically at www.shareview.co.uk; or
(c) transmit a CREST Proxy Instruction (as set out in note 11 below),
in all cases so that it is received no later than 10.30 a.m. on Monday 14 April 2025. Institutional investors may also appoint a proxy electronically via the Proxymity platform (as set out in note 13 below). To appoint more than one proxy, using a form of proxy, you will need to complete a separate form of proxy in relation to each appointment. A form of proxy for use in connection with the AGM is enclosed with this document.
It is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. If you do not have a form of proxy and believe that you should, please contact the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or call on 0371 384 2173. If calling from outside of the UK, please ensure that the country code is used. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding UK public holidays).
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If you are appointing more than one proxy you will need to state clearly on each form of proxy the number of shares in relation to which the proxy is appointed and ensure that, taken together, the number of shares stated on the forms of proxy do not exceed your holding.
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The appointment of a proxy will not prevent a shareholder attending the AGM and voting in person if they wish to do so.
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In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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).
Nominated Persons
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Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between that person and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
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The statement of the rights of shareholders in relation to the appointment of proxies in notes 1, 2 and 3 above does not apply to Nominated Persons. The rights described in these notes can only be exercised by shareholders of the Company.
Entitlement to attend and vote
- Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders included in the register of members of the Company at 6.30 p.m. on Monday 14 April 2025 or, if the AGM is adjourned, in the register of members at 6.30 p.m. on the day which is two days before the day of any adjourned AGM, will be entitled to attend and to vote at the AGM in respect of the number of shares registered in their names at that time. Changes to entries in the register of members after 6.30 p.m. on 14 April 2025, or, if the AGM is adjourned, after 6.30 p.m. on the day which is two days before the day of the adjourned AGM, will be disregarded in determining the rights of any person to attend or vote at the AGM.
Total voting rights
- As at 9.00 a.m. on 6 March 2025, the Company's issued share capital comprised 164,940,082 Ordinary shares of 25 pence each. Each Ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 9.00 a.m. on 6 March 2025 is 164,940,082.
Crest members and institutional investors
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CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of the AGM by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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In order for a proxy appointment or instruction made by means of the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("EUI") specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent Equiniti Limited (RA19), by the latest time for receipt of proxy appointments set out in note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
Hunting PLC / Notice of Annual General Meeting 2025
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CREST members and, where applicable, their CREST sponsors or voting service providers, should note that EUI does not make available special procedures in CREST for any messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed any voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's Registrars. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.30 a.m. on 14 April 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
Audit statements
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Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with the auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006.
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Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Members' rights to ask questions
- Any member attending the AGM has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the AGM but no such answer need be given if:
(a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
As noted in the Letter from the Company Chair, the Directors request that questions in relation to the business to be considered at the AGM be submitted by Monday 14 April 2025 to the Company Secretary at the Company's registered office or via email at [email protected].
Members' rights to requisition a resolution or matter to be discussed
- Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless:
(a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);
(b) it is defamatory of any person; or
(c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
Communication with the Company
- You may not use any electronic address provided in this Notice, or any related documents including the form of proxy, to communicate with the Company for any purposes other than those expressly stated.
Electronic publication
- A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.huntingplc.com.
Hunting PLC / Notice of Annual General Meeting 2025
Appendix 1 Board of Directors
Margaret Amos
Non-executive Director
Nationality
British.
Length of service
1 year; appointed to the Board as a non-executive Director in 2024 and is viewed as independent. Margaret is Chair of the Ethics and Sustainability Committee. Age 55.
Skills and experience
Margaret spent the majority of her career at Rolls-Royce plc, where she held a number of senior positions including Finance Director – Engineering, IT and Corporate as well as Director of Business Planning before retiring in 2017.
External appointments
Margaret is currently a non-executive Director of Pod Point Group Holdings PLC.
Committee membership
- Nomination Committee.
- Remuneration Committee.
- Audit and Risk Committee.
- Ethics and Sustainability Committee (Chair).
Contributions and reasons for re-election
Margaret has an extensive experience in finance, corporate governance and strategic leadership. She has worked across a diverse range of sectors throughout her career including at Rolls-Royce plc. Her ability to develop and implement governance frameworks, optimise business processes, and challenge strategic decisions reflects her commitment to financial excellence.
Carol Chesney
Non-executive Director
Nationality
American and British.
Length of service
7 years; appointed to the Board as a non-executive Director in April 2018 and is viewed as independent. Carol is Chair of the Audit Committee. In April 2024 Carol was reappointed for a final three-year term. Age 62.
Skills and experience
Carol is a Fellow of the Institute of Chartered Accountants in England and Wales. Carol was formerly the Group Financial Controller and, latterly, the Company Secretary, of Halma plc.
External appointments
Carol is currently a non-executive Director of IQE plc and Hill & Smith plc.
Committee membership
- Nomination Committee.
- Remuneration Committee.
- Audit and Risk Committee (Chair).
- Ethics and Sustainability Committee.
Contributions and reasons for re-election
Carol has overseen the work of the Audit Committee, which included monitoring Deloitte LLP as auditor to the Company. Carol has maintained close dialogue with the internal auditors, the external auditor and the senior finance team throughout the year, as the performance and position of the Group improved as Hunting's core markets continued to grow.
Stuart M. Brightman
Non-executive Director
Nationality
American.
Length of service
2 years; appointed to the Board as a non-executive Director in 2023 and appointed Company Chair in April 2024 and is viewed as independent. Stuart is Chair of the Nomination Committee. Age 68.
Skills and experience
Stuart spent the majority of his career at TETRA Technologies Inc. ("TETRA"), Dresser Inc. and Cameron Iron Works. During his time at TETRA, Stuart held the position of Chief Operating Officer between 2005 and 2009, prior to his appointment as Chief Executive Officer, a position he held between 2009 and 2019, before his retirement from the business.
External appointments
None.
Committee membership
Nomination Committee (Chair).
Contributions and reasons for re-election
Stuart is a leading energy services executive who repositioned TETRA's businesses to focus on higher return technologies and products, which included organic and acquisitive growth of its three core operating segments. He has worked in the UK during his career and has extensive committee and non-executive Director experience of public company boards. Since his appointment, Stuart has focused the Board's discussions on the delivery of the Hunting 2030 Strategy as well as accelerating succession discussions in respect of the senior leadership team and Board.
Bruce Ferguson
Finance Director
Nationality
British.
Length of service
31 years; appointed to the Board as a Director and Finance Director in 2020. Age 53.
Skills and experience
Bruce is a Chartered Management Accountant and has held senior financial and operational positions within the Group since 1994. Between 2003 and 2011, Bruce was the financial controller of the Group's European operations. From 2011 Bruce held the position of managing director of Hunting's EMEA operating segment and has been a member of the Executive Committee since its formation in 2018.
External appointments
None.
Committee membership
By invitation.
Contributions and reasons for re-election
Bruce has continued to lead Hunting's finance function implementing new reporting procedures in the year, focusing the Group's businesses on strong cash generation, securing new borrowing facilities, enhancing risk management processes and overseeing the work to enhance the Group's internal control framework, which is a key requirement of the 2024 UK Corporate Governance Code.
Hunting PLC / Notice of Annual General Meeting 2025
Hunting PLC / Notice of Annual General Meeting 2025
Paula Harris
Non-executive Director
Nationality
American.
Length of service
3 years; appointed to the Board as a non-executive Director in April 2022 and is viewed as independent. Paula is Chair of the Remuneration Committee. Age 61.
Skills and experience
Up to 2020, Paula worked for SLB (Schlumberger) holding a variety of leadership positions within the company during a career which extended to 33 years, latterly as Director of Global Stewardship.
External appointments
Paula is currently a non-executive Director of Chart Industries, Inc. and Helix Energy Solutions Group, Inc. and is also senior vice president, Community Affairs, for the Houston Astros.
Committee membership
- Nomination Committee.
- Remuneration Committee (Chair).
- Audit and Risk Committee.
- Ethics and Sustainability Committee.
Contributions and reasons for re-election
Paula's knowledge and experience in stakeholder engagement supports Hunting's drive to develop its ESG initiatives internally and improve the Group's external reporting in this important area. During the year, Paula shadowed the former Chair of the Remuneration Committee, as the new Directors' Remuneration Policy was implemented, and as year-end decisions on remuneration were proposed.
Catherine (Cathy) Krajicek
Non-executive Director
Nationality
American.
Length of service
<1 year; appointed to the Board as a non-executive Director on 3 March 2025 and is viewed as independent. Age 63.
Skills and experience
Cathy has deep experience of the exploration and production segment of the oil and gas industry, spending 22 years at ConocoPhillips and 11 years at Marathon Oil Corporation. During this time, Cathy held technical, major project, and asset management roles in the US and Indonesia. As well as asset manager roles at Marathon Oil, Cathy held roles within its HSE & Security and Technology & Innovation functions. Cathy is formerly a non-executive Director of Capricorn Energy plc.
External appointments
Cathy is currently a non-executive Director of Gulf Keystone Petroleum Limited.
Committee membership
- Nomination Committee.
- Remuneration Committee.
- Audit and Risk Committee.
- Ethics and Sustainability Committee.
Reasons for re-appointment
Cathy is proposed for re-appointment for her international experience with large exploration and production businesses, in regions where Hunting sees growth opportunities into the medium-term. Further, Cathy holds a BSc and MSc in Petroleum Engineering from the Colorado School of Mines and her experience extends to roles within health and safety and technology and innovation functions.
Arthur James (Jim) Johnson
Chief Executive
Nationality
American.
Length of service
33 years; appointed to the Board as a Director and Chief Executive in 2017. Age 64.
Skills and experience
Jim held senior management positions within Hunting from 1992 up to his appointment as Chief Operating Officer of the Group in 2011. In this role he was responsible for all day-to-day operational activities of the Company. Jim is a member of, and chairs, the Executive Committee.
External appointments
None.
Committee membership
By invitation.
Contributions and reasons for re-election
Jim's effective leadership has ensured that the Company has focused on strong cash generation, to retain a strong balance sheet at year-end and increased dividend distributions. Jim's vision of focusing the Group's growth on offshore and international markets has led to a strong performance by Hunting's OCTG and Subsea product groups, which have supported a further year of revenue and adjusted earnings growth.
Keith Lough
Senior Independent non-executive Director
Nationality
British.
Length of service
7 years; appointed to the Board as a non-executive Director in April 2018 and appointed Senior Independent Director in August 2018. In April 2024, Keith was re-appointed for a final three-year term. Age 66.
Skills and experience
Keith was formerly the non-executive Chairman of Gulf Keystone Petroleum Limited and previously held a number of executive positions within other energy-related companies including British Energy plc and LASMO plc.
External appointments
Keith is currently the non-executive Chairman of Southern Water.
Committee membership
- Nomination Committee.
- Remuneration Committee.
- Audit and Risk Committee.
- Ethics and Sustainability Committee.
Contributions and reasons for re-election
Keith has supported the Board's discussions on strategy and has encouraged the development of more detailed disclosures on ESG matters.
HUNTING
Hunting PLC
Registered office: 30 Panton Street, London SW1Y 4AJ
Incorporated in England and Wales No. 00974568