8th May 2025 14:00
HARBOUR ENERGY PLC
(the "Company")
Result of Annual General Meeting
The Annual General Meeting ("AGM") of the Company was held today, 8 May 2025, at 151 Buckingham Palace Road, London SW1W 9SZ at 10:00am. Each of the resolutions contained in the Notice of Meeting were put to the AGM, voted on by way of a poll and duly approved.
Following Andy Hopwood stepping down from the Board, Louise Hough has been appointed as a member of the Nomination Committee.
Poll Results
The total number of votes received on each resolution put to the AGM was as follows:
No. | Resolution | Votes FOR (a) | % | Votes AGAINST | % | Votes WITHHELD (b) |
1 | Receive the Annual Report and Accounts | 1,189,277,112 | 99.99 | 96,243 | 0.01 | 392,671 |
2 | Approve the Annual Report on Remuneration | 1,028,722,034 | 86.84 | 155,955,765 | 13.16 | 5,088,227 |
3 | Approve the Directors' Remuneration Policy ** | 933,676,438 | 78.81 | 250,972,342 | 21.19 | 5,117,246 |
4 | Approve the Harbour Energy 2025 Long Term Incentive Plan | 949,042,865 | 80.11 | 235,607,677 | 19.89 | 5,115,484 |
5 | Approve the Harbour Energy Global Employee Share Purchase Plan | 1,175,709,330 | 99.25 | 8,935,804 | 0.75 | 5,120,892 |
6 | Approve the Dividend | 1,189,395,396 | 99.99 | 83,891 | 0.01 | 286,739 |
7 | Re-elect R. Blair Thomas | 1,148,396,919 | 96.55 | 41,003,612 | 3.45 | 365,495 |
8 | Re-elect Linda Z. Cook | 1,178,814,929 | 99.11 | 10,585,537 | 0.89 | 365,560 |
9 | Re-elect Alexander Krane | 1,179,704,317 | 99.18 | 9,699,575 | 0.82 | 362,134 |
10 | Re-elect Simon Henry (c) | 1,180,621,711 | 99.26 | 8,772,393 | 0.74 | 371,922 |
11 | Re-elect Belgacem Chariag (c) | 1,175,571,528 | 98.87 | 13,472,103 | 1.13 | 722,395 |
12 | Re-elect Louise Hough (c) | 1,152,176,104 | 96.87 | 37,221,033 | 3.13 | 368,889 |
13 | Re-elect Alan Ferguson (c) | 1,156,536,082 | 97.24 | 32,859,194 | 2.76 | 370,750 |
14 | Re-elect Margareth Øvrum (c) | 1,179,316,572 | 99.15 | 10,085,810 | 0.85 | 363,644 |
15 | Re-elect Anne L. Stevens (c) | 1,149,121,083 | 96.64 | 39,942,094 | 3.36 | 702,849 |
16 | Elect Dirk Elvermann | 1,176,754,947 | 98.94 | 12,640,298 | 1.06 | 370,781 |
17 | Elect Hans Ulrich-Engel | 1,180,067,108 | 99.22 | 9,328,198 | 0.78 | 370,720 |
18 | Re-appoint Ernst & Young LLP as Auditor | 1,188,528,776 | 99.93 | 854,809 | 0.07 | 382,441 |
19 | Authorise the Audit & Risk Committee to approve Auditor remuneration | 1,188,523,756 | 99.92 | 901,480 | 0.08 | 340,790 |
20 | Authorise the Company to make political donations | 1,183,171,470 | 99.87 | 1,516,046 | 0.13 | 5,078,510 |
21 | Authorise the Directors to allot shares | 1,184,316,237 | 99.57 | 5,109,084 | 0.43 | 340,705 |
22 | Approve the Rule 9 waiver granted by the Panel on Takeovers and Mergers in relation to Buyback authority (d) | 474,418,547 | 92.14 | 40,474,245 | 7.86 | 5,159,208 |
23 | Approve the increase to the limit on non-executive director fees under the articles of association | 1,179,944,771 | 99.20 | 9,471,821 | 0.80 | 349,434 |
24 | Authority to disapply pre-emption rights (e) | 1,179,493,998 | 99.56 | 5,156,979 | 0.44 | 5,115,049 |
25 | Authority to disapply pre-emption rights in connection with specific acquisition/ investment (e) | 1,168,451,808 | 98.63 | 16,189,223 | 1.37 | 5,124,995 |
26 | Authorise the Company to make market purchases (e) | 1,178,475,124 | 99.08 | 10,910,759 | 0.92 | 380,143 |
27 | Authorise the Company to make off-market purchases of own shares from BASF (d) (e) | 510,098,687 | 98.14 | 9,641,324 | 1.86 | 311,989 |
28 | Authority to call General Meetings by notice of not less than 14 days (e) | 1,183,815,451 | 99.53 | 5,646,885 | 0.47 | 303,690 |
NOTES:
(a) The "For" proxy vote includes those giving the Chair discretion.
(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the proxy votes "For" or "Against" the resolution.
(c) In accordance with UK Listing Rule 6.2.8R, these resolutions were also passed on a poll of Independent Shareholders (as defined in the Notice of Meeting).
(d) As required under the City Code on Takeovers and Mergers, this resolution had to be passed by the Independent Shareholders, therefore none of the members of the Concert Party (as defined in the Notice of Meeting) voted on it.
(e) Special resolution.
The total number of ordinary shares in issue on 6 May 2025, the deadline for casting votes by proxy in advance of the AGM, was 1,440,116,191 shares. 82.62 per cent of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM.
** The Company notes that, while all resolutions were supported, resolution 3, to approve the Directors' Remuneration Policy, received marginally less than 80% of the votes in favour. The Remuneration Committee carried out a shareholder consultation exercise in late 2024, prior to finalising the Policy, and received feedback from shareholders representing over 66% of the register. The Company will engage further with shareholders over the coming months in respect of the votes received against this resolution to better understand this outcome.
In line with the provisions of the 2024 UK Corporate Governance Code, the Company will provide an update on the views received from shareholders on these issues and any actions taken in response, within six months. A final summary of the views heard during consultation will be published within next year's annual report.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available on the Company's website at www.harbourenergy.com
In accordance with the Financial Conduct Authority's UK Listing Rule 6.4.2R, copies of all the resolutions passed by the Company's shareholders, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
Enquiries Rachel Rickard, Company Secretary Tel: +44 (0)20 7730 1111 Elizabeth Brooks, SVP Investor Relations Tel: +44 (0)20 7824 1116
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Harbour Energy