9 August 2021
LAMPRELL PLC
("Lamprell" and with its subsidiaries the "Group")
RESULTS OF 2021 AGM
The Company held its 2021 Annual General Meeting yesterday at 5.00PM local time, at the Lamprell Hamriyah offices in Sharjah, United Arab Emirates. Meeting attendance was reduced to the minimum necessary quorum of shareholders, facilitated by the Company. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. All resolutions set out in the Notice of 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:
| Resolution no | Resolution | TOTAL SHARES VOTED | FOR/ DISCRETION | % | AGAINST | % | WITHHELD |
| | Ordinary Business | | | | | | |
| 1 | 2020 Report and Accounts | 277,794,257 | 277,789,945 | 99.9 | 4,312 | <0.1 | 1,656,877 |
| 2 | Approve the new Remuneration Policy | 279,445,836 | 199,953,337 | 71.6 | 79,492,499 | 28.4 | 5,298 |
| 3 | Approve the 2020 Annual Report on Remuneration | 278,659,031 | 270,149,791 | 96.9 | 8,509,240 | 3.1 | 792,103 |
| 4 | Re-elect John Malcolm as a director of the Company | 277,795,198 | 276,416,769 | 99.5 | 1,378,429 | 0.5 | 1,655,936 |
| 5 | Re-elect Christopher McDonald as a director of the Company | 279,445,994 | 279,437,408 | 99.9 | 8,586 | <0.1 | 5,140 |
| 6 | Re-elect Antony Wright as a director of the Company | 279,445,994 | 277,457,465 | 99.3 | 1,988,529 | 0.7 | 5,140 |
| 7 | Re-elect James Dewar as a director of the Company | 279,445,994 | 277,439,105 | 99.2 | 2,006,889 | 0.8 | 5,140 |
| 8 | Re-elect James Dewar as a director of the Company (Independent Shareholder vote) | 166,263,702 | 164,311,401 | 98.8 | 1,952,301 | 1.2 | 5,140 |
| 9 | Re-elect Debra Valentine as a director of the Company | 279,451,133 | 273,291,379 | 97.8 | 6,159,754 | 2.2 | 1 |
| 10 | Re-elect Debra Valentine as a director of the Company (Independent Shareholder vote) | 166,268,544 | 160,991,143 | 96.8 | 5,277,401 | 3.2 | 1 | |||||
| 11 | Re-elect Mel Fitzgerald as a director of the Company | 279,445,994 | 275,986,937 | 98.8 | 3,459,057 | 1.2 | 5,140 | |||||
| 12 | Re-elect Mel Fitzgerald as a director of the Company (Independent Shareholder vote) | 166,263,703 | 163,686,999 | 98.5 | 2,576,704 | 2.5 | 5,140 | |||||
| 13 | Re-appoint Deloitte LLP as auditors of the Company | 277,795,198 | 277,789,264 | 99.9 | 5,934 | <0.1 | 1,655,936 | |||||
| 14 | Authorise the Audit & Risk Committee to fix the auditors' remuneration | 279,211,666 | 279,205,732 | 99.9 | 5,934 | <0.1 | 0 | |||||
| | Special Business | | | | | | | |||||
| 15 | Authorise the directors to allot shares pursuant to Article 5.1 | 279,331,738 | 279,088,732 | 99.9 | 243,006 | <0.1 | 2,396 | |||||
| 16 | Pre-emption rights pursuant to Article 5.2 | 279,445,837 | 279,384,392 | 99.9 | 61,445 | <0.1 | 5,297 | |||||
| 17 | Directors' authority to make market purchases of its own shares | 279,451,134 | 277,748,669 | 99.4 | 1,792,465 | 0.6 | 0 | |||||
| 18 | Amending and extending the Performance Share Plan | 279,410,211 | 200,056,397 | 71.6 | 79,353,814 | 28.4 | 40,923 | |||||
| 19 | Approving the Retention Share Plan | 279,410,211 | 200,057,647 | 71.6 | 79,352,564 | 28.4 | 40,923 | |||||
Resolution 2 - Directors' Remuneration Policy
Resolution 18 - Extension and approval of the Lamprell plc Performance Share Plan
Resolution 19 - Approval of the Lamprell plc Retention Share Plan
The Board would like to thank its shareholders for their engagement and support ahead of the AGM and throughout the year. While most of the resolutions were passed with very significant majorities, the Board notes that Resolutions 2, 18 and 19 were passed with around 28.4% of votes cast against them. The Directors are appreciative of the support these resolutions received in a challenging period and have valued the dialogue with major shareholders that facilitated this outcome.
The Directors are grateful for the support and feedback they have received as part of shareholder engagement in the run up to the AGM and are reassured that the value of retaining the services of a first class Chief Executive and other key executives, with a strong strategic vision during a period of transformation, is understood by a large proportion of our major shareholders. Our engagement on remuneration and incentivisation issues was positively received, as was the high level of transparency in both our discussions and the Annual Report itself.
We will continue to engage with our shareholders and consider every view in our future proposals. In accordance with the provisions of the 2018 UK Corporate Governance Code, the Board shall provide an update on this engagement process within six months of the AGM.
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the 'FOR' total.
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 and is not included in the total proxy votes received for each resolution.
3. Number of ordinary shares of 5 pence each in issue at meeting date: 341,726,570.
4. The Controlling Shareholder (as defined in the AGM Notice) was not eligible to vote on resolutions 8, 10 and 12. Voting on resolutions 8, 10 and 12 was by Independent Shareholders (as defined in the AGM Notice) only. The Controlling Shareholder holds a total of 113,182,291 Ordinary Shares, equating to 33.12% of the issued ordinary share capital with voting rights.
5. Copies of the resolutions passed as Special Business will be submitted to the National Storage Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- Ends -
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Notes to editors
Lamprell is a leading provider of services to the international energy sector. Driving strategy and growth through its Renewables, Oil & Gas and Digital business units, underpinned by almost half a century of expertise, the Group has worked hard to establish its reputation for delivering projects safely, on time and to budget.
The Group has firmly established its international credentials in the renewables sector as well as continuing to build on its traditional oil and gas credentials. We are recognised for building complex offshore and onshore process modules and platforms, fabricating and refurbishing jack-up rigs and liftboats.
Lamprell employs more than 5,000 people across multiple facilities, with its primary facilities located in Hamriyah, in the UAE. Combined, the Group's facilities cover approximately 800,000m2 with over 1.5 km of quayside. In addition, the Group has facilities in Saudi Arabia (through a joint venture agreement). Lamprell is listed on the London Stock Exchange (symbol "LAM")."
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