25th Jun 2015 15:31
Result of Annual General Meeting ('AGM')
London, 25 June 2015
Afren plc ("Afren" or the "Company" (LSE: AFR) announces that at its Annual General Meeting held on 25 June 2015 all the resolutions set out in the Notice of Annual General Meeting, with the exception of resolutions 12, 13 and 14, were passed by the requisite majority.
The Company notes the vote against resolutions 12, 13 and 14, regarding the ability of the Company to issue shares and make market purchases of its own shares in the next 12 months, and will re-engage with its shareholders to get a better understanding of their concerns. These resolutions are related to the Company's normal course of business and are not linked to the proposed refinancing, which is unaffected by today's vote. Afren's shareholders will have a separate opportunity to vote on the Company's authority to issue shares in the relation to the Open Offer and the restructuring at the General Meeting on 24 July 2015, where the proposed refinancing and restructuring will be proposed for approval.
Alan Linn, Chief Executive Officer, commented:
"We would like to thank our shareholders for the continued dialogue about the future of Afren. With a new team in charge we will be well positioned to implement the new strategy. The proposed restructuring and refinancing is the only route available to Afren.
There should be no doubt: this is the only viable option and there is no room for renegotiation. If the proposed plan is not approved then the alternative restructuring process will proceed, with no scope for flexibility. We count on the support of all our shareholders to allow Afren to secure its future recovery and growth."
Each of the resolutions put to the AGM was voted on by way of a poll. As announced today, following the decision of certain directors not to seek re-election, none of the resolutions for the proposed re-election of these directors were put to the meeting and no poll was taken on such resolutions.
The results of the poll for each resolution were as follows:
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTES WITHHELD |
Resolution 1 To approve the financial statements and reports for the year ended 31 December 2014 | 115,964,582 | 75.82 | 36,977,402 | 24.18 | 152,941,984 | 13.81% | 88,803,465 |
Resolution 2 To approve the Director's Remuneration Report for the year ended 31 December 2014 | 109,821,548 | 73.38 | 39,839,953 | 26.62 | 149,661,501 | 13.51% | 92,074,448 |
Resolution 3 To approve the Director's Remuneration Policy | 109,207,339 | 71.27 | 44,020,624 | 28.73 | 153,227,963 | 13.83% | 88,503,470 |
Resolution 4 To re-elect Mr Alan Linn as a director | 202,275,246 | 87.96 | 27,700,262 | 12.04 | 229,975,508 | 20.76% | 10,841,949 |
Resolutions 5-10 withdrawn
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Resolution 11 To re-appoint Deloitte LLP as auditors and authorise the Directors to agree their remuneration | 190,000,347 | 82.56 | 40,137,233 | 17.44 | 230,137,580 | 20.78% | 10,679,877 |
Resolution 12 To authorise directors to allot relevant securities | 60,043,566 | 25.98 | 171,097,501 | 74.02 | 231,141,067 | 20.87% | 10,758,969 |
Resolution 13* To authorise directors for disapplication of pre-emption rights | 60,242,914 | 26.07 | 170,795,912 | 73.93 | 231,038,826 | 20.86% | 10,861,210 |
Resolution 14* To authorise the Company to make market purchases | 120,222,307 | 52.02 | 110,885,603 | 47.98 | 231,107,910 | 20.87% | 10,637,539 |
Resolution 15* To allow general meetings to be called on not less than 14 days' notice | 194,693,461 | 84.27 | 36,351,323 | 15.73 | 231,044,784 | 20.86% | 10,700,664 |
* Special resolution
Notes
1. | Any proxy arrangements which gave discretion to the Chairman have been included in the "for" totals |
2. | A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution. |
3. | The issued share capital of Afren ("ISC") as at 25 June 2015 is 1,107,560,524 ordinary shares. |
4. | All percentages are shown to two decimal points. |
In accordance with Listing Rule 9.6.2, copies of resolution 15 will shortly be available for inspection on the National Storage Mechanism which can be accessed at www.hemscott.com/nsm.do.
Details of the proxy votes received will also shortly be available for viewing on Afren's website at www.afren.com.
Contacts
Afren plcTel.: +44 20 7864 3700Natalia Erikssen, Investor Relations
Bell Pottinger (public relations adviser to Afren plc)Tel.: +44 20 3772 2500Gavin DavisHenry Lerwill
Related Shares:
AFR.L