Result of the Annual General Meeting 2021

23/06/21

The Annual General Meeting (“AGM”) of the Company was held today, 23 June 2021, at 23 Lower Belgrave Street, London, SW1W 0NR at 3.00pm. 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.

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 Approve the Premier Oil plc Annual Report and Accounts 15,076,809,404 99.94 8,493,123 0.06 2,428,359
2 Approve the Premier Oil plc Annual Report on Remuneration 14,913,939,666 98.85 173,270,899 1.15 520,322
3 Approve the Directors’ Remuneration Policy 14,593,098,273 97.19 421,903,633 2.81 72,728,980
4 Approve amendments to the Harbour Energy 2017 Long Term Incentive Plan 14,594,042,828 97.20 421,075,951 2.80 72,612,108
5 Elect R. Blair Thomas 15,066,505,481 99.86 20,755,909 0.14 469,497
6 Elect Linda Z. Cook 15,081,643,888 99.96 5,484,014 0.04 602,985
7 Elect Phil Kirk 15,081,678,271 99.96 5,583,122 0.04 469,497
8 Elect Alexander Krane 15,081,419,032 99.96 5,840,358 0.04 471,497
9 Elect Simon Henry 15,085,798,870 99.99 1,460,520 0.01 471,497
10 Re-elect Anne Marie Cannon 15,085,434,394 99.99 1,831,897 0.01 464,596
11 Elect G. Steven Farris 15,078,030,049 99.94 9,229,434 0.06 471,404
12 Elect Alan Ferguson 15,073,477,690 99.91 13,650,305 0.09 602,892
13 Elect Andy Hopwood 15,084,550,699 99.98 2,708,784 0.02 471,404
14 Elect Margareth Øvrum 15,082,530,288 99.97 4,727,195 0.03 473,404
15 Elect Anne Stevens 15,084,686,520 99.98 2,572,963 0.02 471,404
16 Re-appoint Ernst & Young LLP as Auditor 15,068,964,630 99.89 16,043,852 0.11 2,722,405
17 Authorise the Audit & Risk Committee to approve Auditor remuneration 15,037,378,054 99.68 47,631,193 0.32 2,721,640
18 Authorise the Company to make political donations 15,034,024,327 99.92 12,383,934 0.08 41,322,626
19 Approve the consolidation of the Company’s ordinary shares on a 1 for 20 basis 15,084,058,852 99.98 3,235,815 0.02 436,220
20 Authorise Directors to allot shares 15,021,960,238 99.57 65,180,024 0.43 590,625
21 Authority to disapply pre-emption rights (up to 5% of issued share capital) (c) 15,043,150,244 99.71 44,022,677 0.29 557,966
22 Authority to disapply pre-emption rights in connection with specific acquisition/ investment (further 5% of issued share capital) (c) 15,035,858,961 99.66 51,316,410 0.34 555,516
23 To approve the adoption of new Articles of Association (c) 15,082,350,827 99.97 4,903,065 0.03 476,995
24 Authority to call General Meetings by notice of not less than 14 days (c) 15,066,192,075 99.86 21,075,074 0.14 463,738

Notes

  1. The "For" proxy vote includes those giving the Chair discretion.
  2. 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.
  3. Special resolution.

The total number of shares in issue on 21 June 2021, the deadline for casting votes by proxy in advance of the AGM, was 18,510,652,139 shares. 81.51% of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM.

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 UK Listing Authority's Listing Rule 9.6.2, 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

Share Consolidation

Following the approval of Resolution 19 and, as explained in the Notice of AGM, the Company’s existing ordinary shares of 0.0001 pence each (the 'Existing Ordinary Shares') will now be consolidated into new ordinary shares of 0.002 pence each (the 'New Ordinary Shares') such that shareholders on the Company's register of members at 6:00pm on 24 June 2021 will hold 1 New Ordinary Share of 0.002 pence each for every 20 Existing Ordinary Shares of 0.0001 pence each.

Requests have been made to the Financial Conduct Authority for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange and for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

It is expected that the New Ordinary Shares arising from the share consolidation will be admitted to listing and trading from 8:00am on 25 June 2021 with ISIN number GB00BMBVGQ36.

Immediately following admission, the Company will have 925,532,606 ordinary shares of 0.002 pence each in issue; therefore, the total voting rights in the Company will be 925,532,606. This figure may be used by shareholders as the denominator for calculations by which they may determine whether or not they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Existing equity warrants

The Company confirms that the aforementioned share consolidation will result in an adjustment to the exercise price under the terms of the existing equity warrants issued by the Company in 2017.  The exercise price will be adjusted from £0.4017 to £8.0340 with effect from 25 June 2021. In addition, each outstanding equity warrant will be exercisable over one-twentieth of a New Ordinary Share from the 25 June 2021.

Enquiries

Rachel Rickard, Company Secretary
Tel: +44 (0)20 7824 1067

Elizabeth Brooks, Head of Investor Relations
Tel: +44 (0)20 7824 1116