Wednesday 24 May 2023
Tullow Oil plc ("Tullow" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON WEDNESDAY 24 MAY 2023
Tullow announces that at its Annual General Meeting ("AGM") held earlier today, all resolutions set out in the Notice of AGM put to the AGM were passed by the requisite majority, except for resolution 19. Each of the resolutions put to the AGM 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 2022 | 903,526,901 | 99.98% | 176,132 | 0.02% | 903,703,033 | 62.44% | 609,253 |
| 2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration. | 900,774,660 | 99.68% | 2,895,406 | 0.32% | 903,670,066 | 62.43% | 642,220 |
| 3. To approve the Directors' Remuneration Policy Report. | 890,988,764 | 98.60% | 12,691,569 | 1.40% | 903,680,333 | 62.43% | 631,953 |
| 4. To re-elect Phuthuma Nhleko as a Director. | 808,109,473 | 89.43% | 95,545,677 | 10.57% | 903,655,150 | 62.43% | 657,136 |
| 5. To re-elect Rahul Dhir as a Director. | 902,813,560 | 99.90% | 873,716 | 0.10% | 903,687,276 | 62.43% | 625,010 |
| 6. To elect Richard Miller as a Director. | 902,801,696 | 99.90% | 876,139 | 0.10% | 903,677,835 | 62.43% | 634,451 |
| 7. To re-elect Martin Greenslade as a Director. | 821,325,139 | 90.89% | 82,354,864 | 9.11% | 903,680,003 | 62.43% | 632,283 |
| 8. To re-elect Sheila Khama as a Director. | 903,015,604 | 99.93% | 664,290 | 0.07% | 903,679,894 | 62.43% | 632,392 |
| 9. To re-elect Mitchell Ingram as a Director. | 902,808,565 | 99.90% | 874,990 | 0.10% | 903,683,555 | 62.43% | 628,731 |
| 10. To re-elect Genevieve Sangudi as a Director. | 901,358,906 | 99.74% | 2,320,460 | 0.26% | 903,679,366 | 62.43% | 632,420 |
| 11. To elect Roald Goethe as a Director. | 801,772,017 | 93.97% | 51,441,594 | 6.03% | 853,213,611 | 58.95% | 51,098,175 |
| 12. To re-appoint Ernst & Young LLP as auditor of the Company. | 903,098,537 | 99.93% | 619,203 | 0.07% | 903,717,740 | 62.44% | 594,546 |
| 13. To authorise the Audit Committee to determine the remuneration of Ernst & Young LLP. | 903,216,250 | 99.95% | 491,068 | 0.05% | 903,707,318 | 62.44% | 604,968 |
| 14. To authorise the Directors to allot shares in the Company. | 859,102,405 | 99.41% | 5,071,524 | 0.59% | 864,173,929 | 59.70% | 40,138,357 |
| 15. To approve the rules of the Tullow Oil plc 2023 Executive Share Plan. | 879,878,971 | 97.39% | 23,588,326 | 2.61% | 903,467,297 | 62.42% | 844,979 |
| 16. To approve the rules of the Tullow Oil plc 2023 Employee Share Award Plan. | 902,733,352 | 99.89% | 961,132 | 0.11% | 903,694,484 | 62.44% | 617,792 |
| 17. To approve the rules of the Tullow Oil plc 2023 Share Incentive Plan. | 902,882,752 | 99.91% | 777,058 | 0.09% | 903,659,810 | 62.43% | 652,466 |
| 18. To authorise the Company to hold general meetings (other than Annual General Meetings) on no less than 14 clear days' notice. | 880,753,089 | 97.46% | 22,982,946 | 2.54% | 903,736,035 | 62.44% | 576,241 |
| 19. To authorise the Company to purchase its own shares, pursuant to section 701 of the Companies Act 2006 (the Act) (within the meaning of section 693(4) of the Act) on such terms and in such manner as the Board of Directors of the Company may from time to time determine
| 657,077,302 | 72.71% | 246,564,929 | 27.29% | 903,642,231 | 62.43% | 670,045 |
Notes:
(1) Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total of the appropriate resolution.
(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" any resolution, nor in the calculation of the proportion of "Percentage of ISC voted" for any resolution.
(3) The percentage of votes "For" and "Against" any resolution is expressed as a percentage of votes validly cast for that resolution.
(4) The Board notes that resolution 19 is a special resolution and had 27.29%, of votes cast against it, and therefore did not pass. The Board will continue its ongoing dialogue with Shareholders and consult as appropriate to fully understand any concerns in relation to these resolutions. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM.
(5) The number of shares in issue at 6.00p.m. on 22 May 2023 was 1,447,409,284 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) As explained in the Company's 2023 Notice of AGM, Michael Daly stepped down as a Director at the conclusion of the AGM.
(7) With effect from the conclusion of the AGM, Sheila Khama (Non-Executive Director) was appointed a member of the Nominations Committee.
(8) 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 AGM can be found in the Notice of AGM, which is available for inspection at the National Storage Mechanism and on the Company's website at http://www.tullowoil.com.
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