10 May 2016 14:15
Ophir Energy PLC
("Ophir" or the "Company")
Results of Annual General Meeting
London 10 May 2016: Ophir Energy plc ("Ophir" or "the Company") held its Annual General Meeting today, 10 May 2015, at Linklaters LLP, 1 Silk Street, London, EC2Y 8HQ. All resolutions were put to the meeting on a poll, the full results of which are given below.
Resolutions 1 -14 and 18 to 20 were proposed as ordinary resolutions and resolutions 15 to 17 were proposed as special resolutions. A poll was conducted on all resolutions put to the meeting, the full results of which are set out below.
Resolutions | Votes For | Votes Against | Votes Withheld | |||
Number | % | Number | % | |||
1 | To receive the 2015 Annual Report & Accounts
| 569,292,500 | 100.00 | 17,400 | 0.00 | 398,490 |
2 | To approve the Remuneration Policy
| 501,283,276 | 87.99 | 68,411,336 | 12.01 | 13,778 |
3 | To approve the Remuneration Report
| 372,083,609 | 65.73 | 193,969,389 | 34.27 | 3,655,391 |
4 | To re-elect William (Bill) Schrader as a Director
| 567,831,800 | 99.89 | 609,545 | 0.11 | 1,267,045 |
5 | To re-elect Nicholas Cooper as a Director
| 548,417,059 | 96.26 | 21,289,890 | 3.74 | 1,441 |
6 | To re-elect William (Bill) Higgs as a Director
| 569,372,584 | 99.94 | 333,682 | 0.06 | 2,124 |
7 | To elect Anthony (Tony) Rouse as a Director
| 569,270,411 | 99.94 | 335,222 | 0.06 | 102,757 |
8 | To re-elect Ronald (Ron) Blakely as a Director
| 563,229,607 | 98.86 | 6,477,342 | 1.14 | 1,441 |
9 | To re-elect Carol Bell as a Director
| 528,182,390 | 94.13 | 32,937,221 | 5.87 | 8,588,778 |
10 | To re-elect Alan Booth as a Director
| 569,371,821 | 99.94 | 335,128 | 0.06 | 1,441 |
11 | To re-elect Vivien Gibney as a Director
| 569,368,674 | 99.94 | 338,275 | 0.06 | 1,441 |
12 | To re-appoint Ernst & Young LLP as Auditor
| 564,983,489 | 99.17 | 4,721,109 | 0.83 | 3,792 |
13 | To authorise the Directors to set the remuneration of the Auditor
| 568,973,790 | 99.87 | 729,490 | 0.13 | 5,110 |
14 | To give authority to allot shares
| 524,895,843 | 92.34 | 43,534,527 | 7.66 | 1,278,020 |
15 | To authorise the Company to allot securities for cash on a pre-emptive basis*
| 443,603,769 | 90.48 | 46,648,586 | 9.52 | 79,456,035 |
16 | To authorise the purchase of its own shares by the Company*
| 563,884,378 | 98.98 | 5,815,603 | 1.02 | 8,409 |
17 | To authorise the Company to call a general meeting of shareholders on not less than 14 days' clear notice*
| 554,687,648 | 97.36 | 15,015,416 | 2.64 | 5,325 |
18 | To authorise the Company and its subsidiaries to make political donations
| 543,884,279 | 95.47 | 25,809,371 | 4.53 | 14,740 |
19 | To authorise the Company to introduce a new employee share plan - Ophir Energy Long-Term Value Creation Plan 2016
| 538,193,815 | 94.47 | 31,510,725 | 5.53 | 3,850 |
20 | To authorise the Company to amend the rules of the Ophir Energy Long-term Incentive Plan 2011
| 569,638,983 | 99.99 | 58,922 | 0.01 | 10,485 |
* Special Resolution
As at the 6 May 2016, being the final date for proxy voting, the Company had 746,019,407 ordinary shares in issue. The Company holds shares in treasury and therefore the number of total voting rights as at the date of the AGM was 706,067,045. In accordance with the Company's Articles of Association, every member who is present in person or by proxy has one vote for every share held. The scrutineer of the poll was Equiniti Limited, the Company's Share Registrar.
Note that a "vote withheld" is not a vote in law and has not been included in the calculation of votes "for" and "against" each resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total.
In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.Hemscott.com/nsm.do
The resolution to approve the Remuneration Report was passed with a vote of 65.73%. There were a significant number of votes opposing this resolution. We have already engaged with a number of shareholders to discuss their concerns which centered around the disclosure of targets in respect of the bonus scheme and the perceived overlap between the LTIP award in 2016 and the new Value Creation Plan (which was approved with a 94.47% vote).
We have committed to include a fuller disclosure next year of the 2015 targets and the performance against those targets as well as the 2016 targets (for details see appendix). With regard to the share schemes, the 2016 LTIP awards relate to performance in 2015 and the new Value Creation Plan relates to performance from 2016 onwards. There will be no further LTIP awards. We will continue to engage with our shareholders on such matters.
For Further Information please contact:
Ophir Energy plc +44 (0)20 7811 2400
Philip Laing, General Counsel & Company Secretary
Notes to Editors
Ophir Energy (OPHR.LN) is an, upstream oil and gas exploration company which is a member of the FTSE 250. The Group's headquarters are located in London (England). Ophir has a large portfolio of assets across Africa and Asia.
For further information on Ophir, please refer to www.ophir-energy.com
Appendix - Performance Target Disclosure
We are committed to being open and transparent with our disclosure on annual bonus targets and our intention is to include full disclosure next year of (a) the 2015 targets and (b) performance against the 2015 targets, not fully disclosed in this year's Directors' Remuneration Report (i.e. the actual target ranges where it was appropriate to set and disclose these).
There will remain a small number of targets that we will not be in a position to disclose for reasons of continuing sensitivity (e.g. we cannot provide details of exit strategies for certain assets as this is, and will remain, price sensitive as we could be inadvertently inviting bids for our assets at a 'known' minimum exit price based on what we have disclosed which we would want to avoid).
The areas of 2015 additional bonus disclosure we are committed to provide full retrospective disclosure on, as a minimum, in next year's Remuneration Report (since they will no longer be price sensitive) include:
· Stating the names of the acquired seismic data on which we completed our first inspection
· The TRIR target and actual performance against it
· Setting out the actual risked additions target versus the additions we made
· Stating the actual spend against the actual budgeted targets for cash flow, working capital and G&A
· Stating the actual divestment target for Mmboe
· Stating the actual net G&A target and result
Including the above, added to this year's full disclosures, would in effect provide full retrospective disclosure apart from asset exit strategies for the reasons noted above.