TULLOW OIL PLC

AGM Information • Jun 16, 2021

National Storage Mechanism | Additional information

RNS Number : 1607C

Tullow Oil PLC

16 June 2021

Wednesday 16 June 2021

Tullow Oil plc ("Tullow" or the "Company")

RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON WEDNESDAY 16 JUNE 2021

Tullow announces that at its Annual General Meeting held earlier today, all resolutions set out in the Notice of Annual General Meeting put to the Annual General Meeting were passed by the requisite majority. Each of the resolutions put to the Annual General Meeting was voted on by way of a poll and the results are set out below:

	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% OF ISC VOTES	VOTES WITHELD
1. To receive and adopt the Company's annual accounts for the financial year ended 31 December 2019	858,877,588	99.99%	52,836	0.01%	858,930,424	60.15%	609,121
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Remuneration Report	700,791,473	81.55%	158,497,388	18.45%	859,288,861	60.17%	250,684
3. To re-elect Mike Daly as a Director.	858,945,739	99.95%	466,506	0.05%	859,412,245	60.18%	127,300
4. To re-elect Martin Greenslade as a Director.	850,676,717	98.99%	8,714,385	1.01%	859,391,102	60.18%	148,443
5. To re-elect Sheila Khama as a Director.	840,074,944	97.77%	19,174,563	2.23%	859,249,507	60.17%	289,157
6. To re- elect Genevieve Sangudi as a Director.	840,060,574	97.77%	19,190,684	2.23%	859,251,258	60.17%	288,287
7. To re-elect Dorothy Thompson as a Director.	640,318,611	74.70%	216,813,827	25.30%	857,132,438	60.02%	2,407,107
8. To re-elect Jeremy Wilson as a Director.	783,760,426	91.84%	69,624,545	8.16%	853,384,971	59.76%	6,154,574
9. To re-elect Les Wood as a Director.	840,140,373	97.76%	19,261,386	2.24%	859,401,759	60.18%	137,786
10.   To elect Rahul Dhir as a Director.	859,285,596	99.99%	92,868	0.01%	859,378,464	60.18%	161,081
11.   To elect Mitchell Ingram as a Director.	859,243,583	99.98%	136,430	0.02%	859,380,013	60.18%	159,532
12. To appoint Ernst & Young LLP as auditor of the Company	859,033,340	99.96%	348,649	0.04%	859,381,989	60.18%	157,556
13. To authorise the Audit Committee to determine the remuneration of Ernst & Young LLP.	858,876,663	99.94%	477,888	0.06%	859,354,551	60.18%	184,994
14. That the Board of Directors of the Company be authorised to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company.	815,438,916	94.88%	44,011,792	5.12%	859,450,708	60.18%	88,837
15. To approve the Tullow Oil plc 2021 Save As You Earn employee share scheme.	859,284,958	99.98%	146,338	0.02%	859,431,296	60.18%	107,957
*16. That, if Resolution 14 is passed, the Board of Directors of the Company be empowered to allot equity securities for cash and/or to sell ordinary shares held by the Company as treasury shares for cash.	696,356,008	81.03%	162,977,866	18.97%	859,333,874	60.18%	205,671
*17. That the Company be authorised to hold general meetings on no less than 14 clear days' notice.	812,993,324	94.60%	46,443,582	5.40%	859,436,906	60.18%	102,639
*18. That the Company be authorised pursuant to section 701 of the Companies Act 2006 ('the Act') to make market purchases of ordinary shares of £0.10 each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the Board of Directors of the Company may from time to time determine.	858,666,209	99.94%	482,436	0.06%	859,148,645	60.16%	390,900
19.  To approve new articles of association to authorise the Company to hold hybrid general meetings.	859,067,610	99.96%	344,377	0.04%	859,411,987	60.18%	127,558

Notes:

(1) * denotes a special resolution.

(2) Proxy appointments which gave discretion to the Chairman of the Annual General Meeting have been included in the "For" total of the appropriate resolution.

(3) A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any resolution, nor in the calculation of the proportion of "Percentage of ISC voted" for any resolution.

(4) The percentage of votes "For" and "Against" any resolution is expressed as a percentage of votes validly cast for that resolution.

(5) The Board notes that Resolution 7 had a significant number (25.30%) of votes cast against it but, being an Ordinary Resolution, was passed. The Board will continue its ongoing dialogue with Shareholders and consult as appropriate to fully understand any concerns in relation to this resolution. In accordance with the provisions of the 2018 UK Corporate Governance Code, the Board shall provide an update on this engagement within six months of the AGM.

(6) The number of shares in issue at 6.00 p.m. on .14 June 2021 was 1,428,016,222 ordinary shares of 10 pence each (the "Ordinary Shares") and at that time, Tullow did not hold any Ordinary Shares in treasury. The proportion of "Percentage of ISC voted" for any resolution is the total of votes "For" and "Against" in respect of that resolution expressed as a percentage of the ISC as described in this note (6).

(7) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at http://www.tullowoil.com.

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