PETROFAC LD — AGM Information 2023

Jun 23, 2023

National Storage Mechanism | Additional information

Petrofac Limited ( PFC)

Petrofac Limited: RESULTS OF ANNUAL GENERAL MEETING

23-Jun-2023 / 13:30 GMT/BST

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23 June 2023

PETROFAC LIMITED

(the “Company”)

RESULTS OF ANNUAL GENERAL MEETING

The Company hereby confirms that all resolutions set out in the Notice of Meeting for the Annual General Meeting of Petrofac Limited held on 23 June 2023 were duly passed by shareholders on a poll.

The total number of votes cast for each resolution is as follows:

No.	Resolution	In Favour / Discretion	%*	Against	%*	Withheld
1	Report and Accounts	289,987,407	99.97%	88,472	0.03%	59,299
2	Remuneration Policy	288,867,454	99.59%	1,192,398	0.41%	75,326
3	Annual Report on Remuneration	268,380,799	92.52%	21,710,793	7.48%	43,586
4	Appoint Tareq Kawash as an Executive Director	281,977,321	97.20%	8,114,988	2.80%	42,869
5	Re-appoint René Médori as Chairman	265,570,503	91.55%	24,522,692	8.45%	41,983
6	Re-appoint Sara Akbar as a Non-executive Director	286,694,266	98.83%	3,385,810	1.17%	55,102
7	Re-appoint Ayman Asfari as a Non-executive Director	278,874,225	96.14%	11,198,872	3.86%	62,081
8	Re-appoint Matthias Bichsel as a Non-executive Director	272,110,330	93.80%	17,978,277	6.20%	46,571
9	Re-appoint David Davies as a Non-executive Director	287,879,406	99.24%	2,213,064	0.76%	42,708
10	Appoint Francesca Di Carlo as a Non-executive Director	286,699,610	98.84%	3,376,638	1.16%	58,930
11	Re-appoint Afonso Reis e Sousa as an Executive Director	281,887,039	97.17%	8,201,125	2.83%	47,014
12	Re-appoint Ernst & Young as auditors	211,526,184	72.92%	78,562,560	27.08%	46,434
13	Authorise directors to fix the auditors’ remuneration	289,866,268	99.92%	221,534	0.08%	47,376
14	Directors’ authority to allot shares	210,771,484	72.68%	79,215,536	27.32%	134,158
15	Pre-emption rights	210,685,543	72.65%	79,310,001	27.35%	139,634
16	Additional 10% Pre-emption rights	210,630,220	72.63%	79,371,450	27.37%	133,508
17	Directors’ authority to purchase own shares	289,859,036	99.93%	206,284	0.07%	69,858
18	Short notice period for general meetings	280,657,552	96.75%	9,439,102	3.25%	38,524

* percentage of votes cast excludes withheld votes.

The number of shares in issue at the date of the Meeting was 522,049,521 ordinary shares of US$0.02 each in the Company (the “Shares”) and each Share attracted one vote. Votes 'For' included votes at the discretion of the Chairman.  All valid proxy votes and voting instructions (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.  The total number of votes cast was 290,135,178 (55.58% of the share register). 

The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website, www.petrofac.com.  A copy of the poll results for the AGM will also be available on the Company’s website. 

The Board notes that there were a significant proportion (more than 20%) of votes cast against four resolutions (resolutions 12, 14, 15 and 16).   Two of these resolutions (numbers 15 and 16) were special resolutions to empower the directors to disapply pre-emption rights.  Both of these resolutions followed the provisions of the Pre-Emption Group’s 2022 Statement of Principles for the disapplication of pre-emption rights and the Board considers the flexibility of afforded by these authorities to be in the best interests of the Company.  Jersey registered companies require a two-thirds majority for special resolutions to be passed.  Accordingly, all resolutions submitted to the AGM received sufficient support to be passed. 

In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and engage with those shareholders who voted against these resolutions to endeavour to understand their specific concerns.  In accordance with the Code, an update will be provided within six months of the AGM, with a final summary included in the Company's 2023 annual report and accounts.

In accordance with Listing Rule 9.6.2, a copy of Resolutions 14 to 17 (as set out in the Notice of Annual General Meeting), will be submitted today to the Financial Conduct Authority's national storage mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information contact:

Petrofac Limited

020 7811 4900

NOTES TO EDITORS

Petrofac

Petrofac is a leading international service provider to the energy industry, with a diverse client portfolio including many of the world’s leading energy companies.

Petrofac designs, builds, manages, and maintains oil, gas, refining, petrochemicals, and renewable energy infrastructure. Our purpose is to enable our clients to meet the world’s evolving energy needs.  Our four values – driven, agile, respectful, and open – are at the heart of everything we do.

Petrofac’s core markets are in the Middle East and North Africa (MENA) region and the UK North Sea, where we have built a long and successful track record of safe, reliable, and innovative execution, underpinned by a cost effective and local delivery model with a strong focus on in-country value. We operate in several other significant markets, including India, South East Asia and the United States. We have 7,950 employees based across 31 offices globally.

Petrofac is quoted on the London Stock Exchange (symbol: PFC).

For additional information, please refer to the Petrofac website at www.petrofac.com

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Dissemination of a Regulatory Announcement, transmitted by EQS Group.

The issuer is solely responsible for the content of this announcement.

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ISIN:	GB00B0H2K534
Category Code:	RAG
TIDM:	PFC
LEI Code:	2138004624W8CKCSJ177
OAM Categories:	3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.:	253187
EQS News ID:	1664663

End of Announcement	EQS News Service

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