Lamprell plc

06/25/2020 | Press release | Distributed by Public on 06/25/2020 09:07

Result of AGM 2020

Resolution no

Resolution

TOTAL SHARES VOTED

FOR/ DISCRETION

%

AGAINST

%

WITHHELD

Ordinary Business

1

2019 Report and Accounts

260,480,393

259,517,608

99.6

962,785

0.4

2,312

2

2019 Annual Report on Remuneration

260,481,705

204,614,733

78.6

55,866,972

21.4

1,000

3

Re-elect John Malcolm as a director of the Company

260,482,705

257,246,510

98.8

3,236,195

1.2

0

4

Re-elect Christopher McDonald as a director of the Company

260,482,705

260,469,825

99.9

12,880

<0.1>

0

5

Re-elect Antony Wright as a director of the Company

260,482,705

260,469,825

99.9

12,880

<0.1>

0

6

Re-elect James Dewar as a director of the Company

205,592,108

205,579,228

99.9

12,880

<0.1>

54,890,597

7

Re-elect James Dewar as a director of the Company (Independent Shareholder vote)

92,418,817

92,396,937

99.9

12,880

<0.1>

54,890,597

8

Re-elect Debra Valentine as a director of the Company

205,591,852

204,338,868

99.4

1,252,984

0.6

54,890,853

9

Re-elect Debra Valentine as a director of the Company (Independent Shareholder vote)

92,409,561

91,156,577

98.6

1,252,984

1.4

54,890,853

10

Re-elect Mel Fitzgerald as a director of the Company

205,592,108

203,376,339

98.9

2,215,769

1.1

54,890,597

11

Re-elect Mel Fitzgerald as a director of the Company (Independent Shareholder vote)

92,409,817

91,434,152

98.9

975,665

1.1

54,890,597

12

Re-appoint Deloitte LLP as auditors of the Company

260,480,393

260,478,825

99.9

1,568

<0.1>

2,312

13

Authorise the Audit & Risk Committee to fix the auditors' remuneration

260,480,393

260,478,825

99.9

1,568

<0.1>

2,312

Special Business

14

Authorise the directors to allot shares pursuant to Article 5.1

260,470,783

205,556,237

78.9

54,914,546

21.1

11,922

15

Pre-emption rights pursuant to Article 5.2

260,471,705

205,568,436

78.9

54,903,269

21.1

11,000

16

Directors' authority to make market purchases of its own shares

260,482,705

259,483,873

99.6

998,832

0.4

0

17

Amending the Articles of Association

260,482,449

260,480,137

99.9

2,312

<0.1>

256

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 7, 9 and 11. Voting on resolutions 7, 9 and 11 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. 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, 14 and 15 (i.e. against the 2019 DRR and to authorise the Directors to make allotments of shares), were passed with around 21% of votes cast against them. The Board is disappointed with the outcome and acknowledges the views and concerns voiced by a major shareholder with whom the non-executive Chairman and CEO have engaged ahead of this meeting. While the Board has an understanding of the concerns raised by the shareholder, the Board considers that the vote against the Resolutions does not accurately reflect those concerns. Resolution 2 was an advisory vote and Resolutions 14 and 5 were proposed in accordance with routine practice for UK-listed companies and complied with the guidance published by the Investment Association and the Pre-Emption Group. The Board has no present intention to exercise these authorities but considers that it is advisable to have the flexibility to do so in appropriate circumstances given the current macro environment. The Board will continue to consult and engage with the relevant major shareholder in order to understand better their reasons for voting against these resolutions. 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.

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 -

Enquiries:

Lamprell plc

Alex Ridout, Company Secretary

+971 (0) 4 803 9308

Maria Babkina

+44 (0) 7852 618 046

Tulchan Communications, London

Martin Robinson

+44 (0) 207 353 4200

Martin Pengelley

Harry Cameron

Notes to editors

Lamprell, based in the United Arab Emirates ('UAE') and with over 40 years' experience, is a leading provider of fabrication, engineering and contracting services to the offshore and onshore oil & gas and renewable energy industries. The Group has established leading market positions in the fabrication of shallow-water drilling jackup rigs, liftboats, land rigs, and rig refurbishment projects, and it also has an international reputation for building complex offshore and onshore process modules and fixed platforms.

Lamprell employs more than 4,000 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').