TIDMTLW
RNS Number : 1218X
Tullow Oil PLC
21 April 2023
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Tullow Oil plc
2023 Notice of Annual General Meeting
24 MAY 2023 at 11.00AM
The London offices of Tullow Oil plc, 9 Chiswick Park, 566
Chiswick High Road, London W4 5XT
IMPORTANT
This document is important and requires your immediate
attention. If you are in any doubt as to the action you should
take,
or any aspect of the proposals referred to in this document, you
should contact an appropriate independent adviser authorised under
the Financial Services and Markets Act 2000 immediately. If you
have sold or otherwise transferred all of your shares
in Tullow Oil plc you should forward this document (but not the
accompanying personalised Form of Proxy) to the purchaser or
transferee, or the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser
or transferee.
Tullow Oil plc
Registered in England and Wales No. 3919249 Registered office: 9
Chiswick Park,
566 Chiswick High Road, London W4 5XT 21 April 2023
Dear shareholder,
Annual General Meeting 2023
The Annual General Meeting (AGM) of the Company will be held at
the London offices of Tullow Oil plc at 9 Chiswick Park, 566
Chiswick High Road, London W4 5XT, on 24 May 2023 at 11.00am. The
Notice convening the AGM is set out on pages 7 to 8 of this
document. A Form of Proxy for use in respect of the AGM and a
prepaid reply are enclosed. A location map is shown on the reverse
of the attendance card that detaches from the Form of Proxy. I
would like to take this opportunity to give you some information
about the Resolutions to be considered at the AGM.
Resolution 1: Reports and accounts
This Resolution deals with the receipt and adoption of the
accounts for the financial year ended 31 December 2022 and the
associated reports of the Directors and auditor.
Resolutions 2 and 3: Directors' remuneration
In accordance with the Companies Act 2006 (the Act), the
Company's Directors' Remuneration Report is divided into three
parts: (i) the Annual Statement by the Chair of the Remuneration
Committee; (ii) the Directors' Remuneration Policy Report; and
(iii) the Annual Report on Remuneration.
- The Annual Statement by the Chair of the Remuneration
Committee, which is set out on pages 73 to 76 of the Annual Report
and Accounts, provides a summary of the Directors' Remuneration
Policy Report and the Annual Report on Remuneration.
- The Directors' Remuneration Policy Report which is set out on
pages 88 to 97 of the Annual Report and Accounts sets out the
Company's future policy on Directors' remuneration.
- The Annual Report on Remuneration is set out on pages 77 to 85
of the Annual Report and Accounts and gives details of the payments
and share awards made to the Directors in connection with their and
the Company's performance during the year ended 31 December 2022.
It also details how the Company's policy on Directors' remuneration
will be operated in 2023 (although, for ease of reference, those
details have also been presented within the Directors' Remuneration
Policy Report).
Resolution 2 invites shareholders to approve the Annual
Statement by the Chair of the Remuneration Committee and
the Annual Report on Remuneration for the financial year ended
31 December 2022. Resolution 2 is an advisory vote and will not
affect the way in which the Company's remuneration policy has been
implemented during the year under review.
Resolution 3 invites shareholders to approve the Directors'
Remuneration Policy Report. This is a binding vote on policy and,
if it takes effect, the Directors' remuneration will be paid in
accordance with the policy or as otherwise approved by
shareholders. If Resolution 3 is approved, the policy will be
effective from 1 January 2023. Shareholders will be given a
binding vote on the Directors' Remuneration Policy Report at
least every three years. Further information on the proposed policy
can be found on pages 88 to 97 of the Annual Report and Accounts
but the Board is proposing to move from the current combined Tullow
Incentive Plan ("TIP") to separate annual bonus and LTIP plans
which are more aligned with market practice amongst our peers and
with the expectations of our shareholders. It is anticipated that
the LTIP structure will provide a better incentive to achieve
forward-looking multi-year growth targets than the current TIP with
its backward-looking multi-year performance assessment, and that it
will be a simpler and more transparent approach structured in
accordance with good practice guidance, with features that align
management to the experience of our shareholders. Importantly, the
Remuneration Committee Chair spoke with a number of our major
shareholders and their feedback influenced the structure of the
proposed policy.
Resolutions 4 to 11: Re-election or election of Directors
These Resolutions deal with the re-election or election of
Directors.
In accordance with the provisions of the UK Corporate Governance
Code, each of the Directors will stand for re-election, save
for:
a) Richard Miller, who will stand for election for the first
time since his appointment by the Board in January 2023 as the
Chief Financial Officer and an executive Director; b) Roald Goethe,
who will stand for election for the first time since his
appointment by the Board in February 2023 as a non-executive
Director; and c) Mike Daly who, at the end of May 2023, will have
served nine years as a non-executive Director on the Board and is,
therefore, stepping down as a Director at the conclusion of the
AGM.
Following an externally facilitated evaluation of the
effectiveness of the Board and each of its Directors which took
place in late 2022, the Board is satisfied that each Director being
proposed for re-election or election has the skills, experience and
commitment necessary to contribute effectively to the Board. The
Board therefore unanimously recommends the re-election and election
(as applicable) of the Directors set out in Resolutions 4 to
11.
Biographical details of each of the Directors standing for
re-election or election appear on pages 5 to 6 of this document,
including the reasons why the Board believes the Director's
contribution is, and continues to be, important to the Company's
long-term sustainable success.
Jeremy Wilson retired from the Board on 30 November 2022 having
completed nine years on the Board.
Resolutions 12 and 13: Appointment of auditor These Resolutions
deal with the re-appointment of Ernst & Young LLP as auditor of
the Company and the authorisation of the Audit Committee to
determine its remuneration.
Resolution 14: Directors' authority to allot shares This
Resolution is proposed as an ordinary resolution to give authority
to the Directors to allot shares. This Resolution will, if
approved, renew the Directors' authority to allot shares until the
conclusion of the AGM to be held in 2024 or 30 June 2024, whichever
is the earlier. This authority is restricted to the allotment of
shares having an aggregate nominal value of
GBP48,228,412 representing approximately one-third of the
Company's issued ordinary share capital on 17 April 2023, being the
latest practicable date prior to the publication of this document.
The Company does not currently hold any shares
in treasury.
2 Annual General Meeting 2023
The extent of the authority is in line with the Share Capital
Management Guidelines issued by the Investment Association. There
are no present plans to allot shares other than shares allotted in
connection with employee share schemes which may be allotted on a
non-pre-emptive basis pursuant to section 566 of the Companies Act
2006. After careful consideration, including considering the views
expressed by shareholders, the Directors have decided not to seek
authority for the disapplication of
pre-emption rights at the AGM as the Company has done in
previous years. Although not currently anticipated, should the
Company require to allot shares for cash on a non-pre-emptive basis
(other than shares allotted in connection with employee share
schemes, which may be alloted on a non-pre-emptive basis pursuant
to section 566 of the Companies Act 2006) prior to the AGM to be
held in 2024, a separate general meeting would be called at which
the relevant disapplication of pre-emption resolutions would be put
to shareholders.
Special business resolutions
The following Resolutions are proposed as Special
Resolutions:
Resolution 15: Tullow Oil plc 2023 Executive Share Plan This
Resolution relates to the proposed introduction of a new executive
share incentive plan by the Company for the benefit of senior
employees and executive directors, the Tullow Oil plc 2023
Executive Share Plan ("ESP").
The Company's existing incentive arrangement for senior
employees and executive directors is the TIP. Since its approval by
shareholders in May 2013, the TIP has been used to grant deferred
awards over Company shares to executive directors and other senior
employees which ordinarily vest over a period of five years.
The TIP is due to reach the end of its 10-year life on 8 May
2023.
The Remuneration Committee of the Company has concluded that
shareholder authority should be sought under Resolution 15 for the
adoption now of the ESP to replace the TIP. If adopted by
shareholders, the ESP will principally facilitate the grant of
performance-based awards over Company shares to senior employees
and executive directors. The ESP will also facilitate the grant of
deferred bonus awards, buy-out awards for new joiners, and
non-performance-linked restricted share awards (except that such
restricted share awards may not be granted to executive
directors).
Where executive directors are participants in the ESP, the terms
of their participation will be consistent with the Company's
prevailing shareholder-approved Directors' Remuneration Policy. The
Company is seeking shareholder authority for a new Directors'
Remuneration Policy under Resolution 3.
A summary of the principal terms of the ESP are set out in Part
1 of the Appendix to this document.
Resolution 16: Tullow Oil plc Employee Share Award Plan This
Resolution relates to the proposed introduction of an employee
share incentive plan by the Company, the Tullow Oil plc 2023
Employee Share Award Plan ("New ESAP").
The Company's existing employee share incentive plan is the
Tullow Oil plc Employee Share Award Plan ("Existing ESAP"). Since
its approval by shareholders in May 2013, the Existing ESAP has
been used to grant awards over Company shares to a broad section of
employees of the Company and its group. Awards
granted under the Existing ESAP ordinarily vest subject only to
the award holder's continued service with the Company's group over
the applicable vesting period.
The Existing ESAP is due to reach the end of its 10-year life on
8 May 2023.
The Remuneration Committee of the Company has concluded that
shareholder authority should be sought under Resolution 16 for the
adoption now of the New ESAP to replace the Existing ESAP. The
terms of the New ESAP have been drafted to be materially similar to
the Existing ESAP but with appropriate changes to bring the New
ESAP in line with prevailing best practice. Executive directors are
not eligible to participate in the New ESAP.
A summary of the principal terms of the New ESAP are set out in
Part 2 of the Appendix to this document.
Resolution 17: Tullow Oil plc 2023 Share Incentive Plan This
Resolution relates to the proposed introduction of a new
tax-advantaged, all-employee share incentive plan by the Company,
the Tullow Oil plc 2023 Share Incentive Plan
("New SIP").
The Company's existing tax-advantaged, all-employee share
incentive plan is the Tullow Oil UK Share Incentive Plan (the
"Existing SIP"). Since its approval by shareholders in May 2013,
the Existing SIP has been used to provide a mechanism under which
all UK employees of the Company and other members of the Company's
group can purchase and/or receive Company shares on a tax-qualified
basis.
The Existing SIP is due to reach the end of its 10-year life on
8 May 2023.
The Remuneration Committee of the Company has concluded that
shareholder authority should be sought under Resolution 17 for the
adoption now of the New SIP to replace the Existing SIP. The terms
of the New SIP have been drafted to be materially similar to the
Existing SIP and comply with current legislative requirements in
order ensure that shares can be delivered under the New SIP on a
tax-qualified basis.
A summary of the principal terms of the New SIP are set out in
Part 3 of the Appendix to this document.
Resolution 18: Notice of general meetings
This Resolution is proposed as a special resolution and seeks
shareholder approval for holding general meetings on 14 clear days'
notice. Under the Act, the notice period for the holding of general
meetings (other than an annual general meeting) of a company is 21
clear days unless shareholders agree to a shorter notice period and
certain other conditions are met. The Company currently has the
power to call general meetings (other than Annual General Meetings)
on 14 clear days' notice. The Board believes it is in the best
interests of shareholders to preserve the shorter notice period
and, accordingly, proposes that Resolution 18 be passed as a
special resolution.
The Board confirms that it will only call general meetings on
shorter notice for non-routine business and where the timing of the
meeting is considered to be urgent and abridged notice is
considered to be in the interests of shareholders as a whole. If
this Resolution is passed, the authority to convene general
meetings on 14 clear days' notice will remain effective until the
conclusion of the AGM to be held in 2024.
Annual General Meeting 2023 3
Resolution 19: Share purchases
This Resolution is proposed as a special resolution and seeks
shareholder approval to allow the Company to make market purchases
(within the meaning of section 693(4) of the Act) of the Company's
ordinary shares on such terms and in such manner as the Directors
may determine from time to time, subject to the limitations set out
in this Resolution. If this Resolution is passed, the Company will
be authorised to purchase up to a maximum of 144,685,380 ordinary
shares, representing approximately 10 per cent of the Company's
issued ordinary share capital on 17 April 2023, being the latest
practicable date prior to the publication of
this document.
This Resolution also sets out the minimum and maximum price that
the Company may pay for purchases of its ordinary shares. If this
Resolution is passed, the authority for the Company to purchase its
ordinary shares will remain effective until the conclusion of the
AGM to be held in 2024 or 30 June 2024, whichever is the earlier.
Under the authority sought by this Resolution, the Company may
purchase its ordinary shares following the date on which the
authorisation expires if such purchases are made pursuant to
contracts entered into by the Company on or prior to the date on
which the authority conferred by it expires.
The Directors will only exercise this buyback authority, after
careful consideration, when it is in the best interest of
shareholders generally, taking into account market conditions
prevailing at the time, other investment opportunities, appropriate
gearing levels, the expected effect on earnings per share and the
overall financial position of the Company. The Directors do not
have any current intention to exercise the buyback authority if
approved. Purchases would be financed out of distributable profits
and shares purchased would either be cancelled (and the number of
shares in issue reduced accordingly) or held as treasury
shares.
The Company operates certain all-employee share option schemes
under which awards may be satisfied by the allotment or transfer of
ordinary shares to a scheme participant. As at
17 April 2023, being the latest practicable date prior to the
publication of this document, options were subsisting over
62,414,106 ordinary shares (the Option Shares) representing
approximately 4.3 per cent of the Company's issued share capital.
If the authority to purchase the Company's ordinary shares (as
described in this Resolution) were exercised in full, the Option
Shares would represent approximately 4 per cent of the Company's
issued share capital as at 17 April 2023, being the latest
practicable date prior to the publication of this document (as
reduced by that purchase and excluding any of the Company's shares
that may then be held in treasury). As at 17 April 2023, being the
latest practicable date prior to the publication of this Notice,
the Company did not hold any shares in treasury and there were no
warrants over the Company's ordinary shares.
Listing Rule 9.8.6 and Directors' Interests
In accordance with the Financial Conduct Authority's Listing
Rule 9.8.6, the Company confirms that the information in relation
to substantial shareholdings, as set out on page 98 of the Annual
Report, is unchanged as at 17 April 2023.
Listing Rule 9.9.6 and Directors' Interests
In accordance with the Financial Conduct Authority's Listing
Rule 9.9.6, the Company confirms that the information in relation
to substantial shareholdings, as set out on page 98 of the Annual
Report, is unchanged as at 17 April 2023.
Poll voting
Each of the Resolutions to be considered at the AGM will be
voted on by way of a poll. This ensures that shareholders who are
not able to attend the AGM, but who have appointed proxies, have
their votes fully taken into account. Any Directors who have been
appointed as proxies will cast those votes as directed by the
person who appointed them. The results of the polls will be
announced to the London Stock Exchange and published on
the Company's website as soon as possible after the conclusion
of the AGM, and no later than 6.00pm on 25 May 2023.
Action to be taken
A Form of Proxy for use in respect of the AGM and a prepaid
reply envelope are enclosed. Please complete, sign and return the
enclosed Form of Proxy as soon as possible in accordance with the
instructions printed thereon whether or not you intend to be
present at the AGM. The Form of Proxy should be returned so as to
be received by the Company's Registrar, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as
soon as possible and by no later than 11.00am on
22 May 2023. You can also appoint a proxy online at www.
investorcentre.co.uk/eproxy or through CREST. Further details of
how to do so are set out in the notes to the Notice of AGM on pages
9 to 11 of this document.
Ghanaian shareholders
To allow our shareholders in Ghana to participate in the AGM, we
have put in place special procedures for them to cast their votes
and appoint a proxy. The procedures are explained in advertisements
we will shortly place in local newspapers in Ghana. In summary,
Forms of Proxy may be obtained from our Registrar in Ghana. If any
of our Ghanaian shareholders need further assistance, they should
contact Central Securities Depository (GH) Limited, 4th Floor, Cedi
House, P.M.B CT, 465 Cantonments, Accra, Ghana (telephone +233 (0)
303 972 254/(0)
302 689 313) or email inf o@csd.com.gh.
Recommendation
The Directors believe that the Resolutions to be proposed at the
AGM are in the best interests of the Company and its shareholders
as a whole and unanimously recommend that
you vote in favour of them, as they propose to do so in respect
of their own shareholdings.
Yours faithfully
Phuthuma Nhleko
Chair of the Board
4 Annual General Meeting 2023
The following biographies are of those Directors seeking
re-election or election (as applicable) at the AGM and set out the
key strengths and experience of each Director which are relevant to
the long-term sustainable success of the Company and therefore the
reason why the Board believes each Director's contribution is, and
continues to be, important to the Company's long-term sustainable
success:
Phuthuma Nhleko
Non-executive Director and Chair of the Board
Age: 62; Nationality: South African; Appointment: 2021; Tenure:
<2 years; Independent: Yes
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Executive leadership, public company
governance and leadership, emerging markets, engineering, investor
relations, corporate finance, business development, risk
management, technology and innovation.
Experience relevant to Tullow Oil plc's long-term sustainable
success: Phuthuma brings extensive emerging markets experience to
Tullow having worked successfully across Africa over the past three
decades. Phuthuma was chief executive of MTN Group, the leading
pan-African telecommunications company, from 2002 to 2011. During
his time with MTN, the Group grew rapidly in Africa and the Middle
East, gaining over 185 million subscribers to become one of the
largest listed companies in Africa. In 2013, Phuthuma returned to
MTN as a non-executive director and chairman until 2019. This
included a period as executive chairman from 2015 to 2017. He
remained part of the international advisory board for the business
until August 2021. After stepping down as chief executive of MTN in
2011, Phuthuma was a non-executive director at BP plc (2011-16) and
Anglo-American plc (2011-15). He also served previously on the
boards of Nedbank and Old Mutual in South Africa. Phuthuma is Chair
of the Nomination Committee.
Current external roles: Phuthuma is Chairman of Phembani Group,
an investment group which he founded in 1994, and is Chairman of
the Johannesburg Stock Exchange Ltd. Phuthuma is also a
non-executive Director of South African downstream energy company,
Engen Petroleum, and a non-executive Director of IHS Towers, the
NYSE-listed Emerging Markets Telecom Infrastructure Provider.
Rahul Dhir
Chief Executive Officer
Age: 57; Nationality: British; Appointment: 2020; Tenure: 3
years; Independent: No
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Upstream business, exploration, development
and operations, executive leadership, capital markets, M&A,
environment, health, safety and sustainability.
Experience applicable to Tullow Oil plc's long-term sustainable
success: Rahul brings substantial leadership experience in the oil
and gas industry to Tullow, having founded Delonex Energy, an
Africa-focused oil and gas company in 2013. Prior to establishing
Delonex, Rahul spent six years at Cairn India as chief executive
officer and managing director. Under his leadership Cairn India
successfully completed a $2 billion IPO and grew to a market value
of nearly $13 billion with operated production of over 200,000
barrels of oil equivalent per day. Rahul started his career as a
Petroleum Engineer, before moving into investment banking where he
led teams at Morgan Stanley and Merrill Lynch, advising major oil
& gas companies on merger and acquisition and capital market
related issues.
Current external roles: Member of the International Board of
Advisors at the University of Texas at Austin.
Richard Miller
Chief Financial Officer
Age: 40; Nationality: British; Appointment: 2023; Tenure: < 1
year; Independent: No
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Upstream oil and gas, capital markets,
M&A, financial management, audit and assurance.
Experience applicable to Tullow Oil plc's long-term sustainable
success: Richard brings extensive oil & gas and financial
experience to the role. He has been acting as Interim CFO since
April 2022 and has been with Tullow for over 11 years. During that
time Richard led the Tullow Finance team, supporting a number of
acquisitions, disposals and capital markets transactions.
Richard played a significant role in the continued turnaround of
Tullow with the successful rebasing of Tullow's cost structure, the
resetting of the balance sheet and the change to a more focused
capital allocation. Richard is a Chartered Accountant and he joined
Tullow from Ernst and Young LLP where he worked in the audit and
assurance practice.
Current external roles: None
Martin Greenslade
Senior Independent Director
Age: 58; Nationality: British; Appointment: 2019; Tenure: 4
years; Independent: Yes
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Corporate finance, accounting and audit, risk
management and executive and public company leadership.
Experience applicable to Tullow Oil plc's long-term sustainable
success: Martin, a chartered accountant, brings extensive corporate
financial experience to Tullow from a 35-year career in the
property, engineering and financial sectors in the UK and
across Africa, Scandinavia and Europe. From 2005 to 2021 Martin
was chief financial officer at Land Securities Group plc, a listed
UK real estate company. Previously, he spent five years as group
finance director of Alvis plc, an international defence and
engineering company. Martin holds an MA in Computer and Natural
Sciences from Cambridge University and is also a graduate of the
Stanford Executive Program, Stanford University California. Martin
is a member of the Remuneration and Nomination Committees and is
Chair of the Audit Committee.
Current external roles: Martin is a board trustee of the UK arm
of International Justice Mission, a human rights charity focused on
protecting the poor from violence and ending human slavery.
Annual General Meeting 2023 5
Sheila Khama
Non-executive Director
Age: 65; Nationality: Motswana; Appointment: 2019; Tenure: 4
years; Independent: Yes
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Extractives project and policy reform,
executive leadership, corporate governance, business development,
public-private partnership and sustainability.
Experience applicable to Tullow Oil plc's long-term sustainable
success: Sheila brings to Tullow a wealth of executive experience
in the banking and natural resources sectors across Africa.
Sheila served as the chief executive officer of De Beers
Botswana from 2005 to 2010, after which she served as a director of
the extractives advisory programme at the African Centre for
Economic Transformation. In 2013, Sheila took up a position as
director of the Natural Resources Centre at the African Development
Bank, Abidjan, Côte d'Ivoire. Sheila subsequently became a policy
adviser at the World Bank in Washington in 2016. In both roles she
advised host governments on sustainable development policies for
natural resources. During this time she also represented the
African Development Bank as an observer on the international board
of directors of the Extractive Industries Transparency Initiative.
Sheila holds a BA from the University of Botswana and an MBA from
the Edinburgh University Business School. Sheila is a member of the
Safety & Sustainability Committee.
Current external roles: Sheila is currently a member of the
Advisory Board of the Centre for Sustainable Development
Investment, Columbia University, and the audit committee of the
United Nations Office of Operations, a non-executive director of
the Development Partner Institute, a non-executive director of Base
Resources Limited and a non-executive Director of The Metals
Company, which is listed on the NASDAQ Stock Exchange in New
York.
Mitchell Ingram
Non-executive Director
Age: 60; Nationality: British; Appointment: 2020; Tenure: 3
years; Independent: Yes
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Upstream business, corporate finance,
accounting and audit, business development, risk management,
executive leadership, investor and government relations.
Experience applicable to Tullow Oil plc's long-term sustainable
success: Mitchell brings a wealth of oil and gas executive
experience to Tullow, having established a distinguished career
spanning over 28 years of experience in the oil and natural gas
industry. Mitchell joined Anadarko in 2015 and became executive
vice-president of International, Deep Water, and Exploration in
2018. Prior to this, he served as development director and then
asset general manager for the Karachaganack field in Kazakhstan at
BG Group, following his time as managing director of QGC Australia.
Mitchell began his career at Occidental and spent
22 years in a number of technical and operational roles in the
UK North Sea, Qatar and Libya. Mitchell holds a BSc in Engineering
Technology from Robert Gordon University in Aberdeen. Mitchell is a
member of the Remuneration Committee and Chair of the Safety &
Sustainability Committee.
Current external roles: None.
Genevieve Sangudi
Non-executive Director
Age: 46; Nationality: Tanzanian; Appointment: 2019; Tenure: 4
years; Independent: Yes
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Corporate finance, accounting and audit,
business development, risk management, executive leadership and
investor relations.
Experience applicable to Tullow Oil plc's long-term sustainable
success: Genevieve brings considerable marketing, investment and
fund management experience to Tullow from a 22-year career in the
financial sector in the US and across Africa.
Genevieve began her career in business development as a
marketing executive at Procter & Gamble, Boston, before joining
Emerging Capital Partners, a pan-African private equity firm, as a
partner and managing director. At Emerging Capital Partners
Genevieve served on the boards of portfolio companies working
closely with the executive teams and set up the company's
operations in Nigeria. Since 2011, Genevieve has been managing
director, Sub-Saharan Africa, for the American private equity
company Carlyle Group, based in Johannesburg, South Africa, leading
on a number of significant transactions in Gabon, Tanzania, Nigeria
and Uganda. Genevieve holds a BA from Macalester College, St Paul,
Minnesota, an MA in International Affairs from Columbia University,
New York, and an MBA from the Columbia Business School, Columbia
University. Genevieve is a member of the Audit and Safety &
Sustainability Committees and is Chair of the Remuneration
Committee.
Current external roles: Genevieve is currently managing
director, Sub-Saharan Africa, for the American private equity
company Carlyle Group.
Roald Goethe
Non-executive Director
Age: 63; Nationality: German; Appointment: 2023; Tenure <1
year; Independent: Yes
Key strengths applicable to Tullow Oil plc's long-term
sustainable success: Upstream business, finance, development,
executive leadership, capital markets, M&A.
Experience applicable to Tullow Oil plc's long-term sustainable
success: Roald is a highly experienced oil and gas executive with
extensive commercial knowledge of the energy industry in Africa. In
2006 he founded Delaney Petroleum Ltd, trading crude oil and
petroleum products predominantly within West Africa and the Middle
East. Prior to establishing Delaney, Roald spent
11 years at Trafigura Group, where he had an integral role in
the development of the group's oil trading activities, primarily in
West Africa. Roald has an excellent understanding of Tullow's
business and vision, and he will provide a unique commercial and
entrepreneurial perspective to Tullow's Board. Roald is a member of
the Audit Committee.
Current external roles : Roald is a Director of ROFGO Racing
Limited.
6 Annual General Meeting 2023
Notice is hereby given that the Annual General Meeting of Tullow
Oil plc (the Company) will be held at the London offices of Tullow
Oil plc at 9 Chiswick Park, 566 Chiswick High Road, London W4 5XT,
on 24 May 2023 at 11.00am to consider and, if thought fit, pass the
Resolutions set out below.
Resolutions 1 to 14 will be proposed as ordinary resolutions and
Resolutions 15 to 19 will be proposed as special resolutions.
Ordinary resolutions
1. To receive and adopt the Company's annual accounts for the
financial year ended 31 December 2022 and the associated reports of
the Directors and auditor.
2. To approve the Annual Statement by the Chair of the
Remuneration Committee and the Annual Report on Remuneration set
out on pages 73 to 76 and 77 to 85 of the Company's Annual Report
and Accounts for the financial year ended 31 December 2022.
3. To approve the Directors' Remuneration Policy Report set out
on pages 88 to 97 of the Company's Annual Report and Accounts for
the financial year ended 31 December 2022.
4. To re-elect Phuthuma Nhleko as a Director.
5. To re-elect Rahul Dhir as a Director.
6. To elect Richard Miller as a Director.
7. To re-elect Martin Greenslade as a Director.
8. To re-elect Sheila Khama as a Director.
9. To re-elect Mitchell Ingram as a Director.
10. To re-elect Genevieve Sangudi as a Director.
11. To elect Roald Goethe as a Director.
12. To re-appoint Ernst & Young LLP as auditor of the
Company to hold office from the conclusion of the Annual General
Meeting until the conclusion of the Annual General Meeting of the
Company to be held in 2024.
13. To authorise the Audit Committee to determine the
remuneration of Ernst & Young LLP.
14. THAT the Board of Directors of the Company (the Board) be
and is hereby generally and unconditionally authorised pursuant to
and in accordance with section 551 of the Companies Act 2006 to
exercise all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for or to convert any
securities into shares in the Company up to an aggregate nominal
amount of GBP48,228,412 provided that this authority shall expire
at the conclusion of the Annual General Meeting of the Company to
be held in 2024 or on 30 June 2024, whichever is the earlier, save
that the Company may before such expiry make an offer or enter into
an agreement which would or might require shares to be allotted, or
rights to subscribe for or to convert securities into shares to be
granted, after such expiry and the Board may allot shares or grant
such rights in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
Special business resolutions
15. THAT the rules of the Tullow Oil plc 2023 Executive Share
Plan (the "ESP"), a summary of the principal provisions of
which
is set out in Part 1 of the Appendix to the Notice of Annual
General Meeting and a copy of which is produced to the meeting
signed by the Chairman for the purposes of identification, be
approved and adopted by the Company and the Directors be authorised
to do all acts and things necessary to establish and carry the ESP
into effect and to establish schedules to the ESP or further
schemes for the benefit of employees outside the UK, based on the
ESP but modified to take account of local tax, exchange control and
securities laws in overseas territories, provided that any shares
made available under such schedules or schemes are treated as
counting against any limits on individual or overall participation
contained in the ESP.
16. THAT the rules of the Tullow Oil plc 2023 Employee Share
Award Plan (the "New ESAP"), a summary of the principal provisions
of which is set out in Part 2 of the Appendix to the document which
contains the 2023 Notice of Annual General Meeting and a copy of
which is produced to the meeting signed by the Chairman for the
purposes of identification, be approved and adopted by the Company
and the Directors be authorised to do all acts and things necessary
to establish and carry the New ESAP into effect and to establish
schedules to the New ESAP or further schemes for the benefit of
employees outside the UK, based on the New ESAP but modified to
take account of local tax, exchange control and securities laws in
overseas territories, provided that any shares made available under
such schedules or schemes are treated as counting against any
limits on individual or overall participation contained in the New
ESAP.
17. THAT the rules of the Tullow Oil plc 2023 Share Incentive
Plan (the "New SIP"), a summary of the principal provisions of
which is set out in Part 3 of the Appendix to the document which
contains the 2023 Notice of Annual General Meeting and a copy of
which is produced to the meeting signed by the Chairman for the
purposes of identification, be approved and adopted by the Company
and the Directors be authorised to do all acts and things necessary
to establish and carry the New SIP into effect and to establish
schedules to the New SIP or further schemes for the benefit of
employees outside the UK, based on the New SIP but modified to take
account of local tax, exchange control and securities laws in
overseas territories, provided that any shares made available under
such schedules or schemes are treated as counting against any
limits on individual or overall participation contained in the New
SIP.
18. THAT the Company be and is hereby generally and
unconditionally authorised to hold general meetings (other than
Annual General Meetings) on no less than 14 clear days' notice,
such authority to expire at the conclusion of the Annual General
Meeting of the Company to be held in 2024.
Annual General Meeting 2023 7
19. THAT the Company be and it is hereby generally authorised
pursuant to section 701 of the Companies Act 2006 (the Act) to make
market purchases (within the meaning of section 693(4) of the Act)
of ordinary shares of GBP0.10 each in the capital of the Company
('Ordinary Shares') on such terms and in such manner as the Board
of Directors of the Company may from time to time determine,
provided that:
a) the number of such Ordinary Shares hereby authorised to be
acquired by the Company shall not exceed 144,685,380; and
b) the price that may be paid by the Company for any of its
Ordinary Shares shall not be less than GBP0.10, being the nominal
value of each Ordinary Share, and shall not be greater than the
higher of, exclusive of expenses:
i. an amount equal to 105 per cent of the average trading price
of the Ordinary Shares as derived from the middle market quotations
for an Ordinary Share on the London Stock Exchange Daily Official
List for the five trading days immediately preceding the date on
which a share is contracted to be purchased; and
ii. the higher of the price of the last independent trade and
the highest current independent bid on the trading venue where the
purchase is carried out.
Unless previously revoked, renewed, extended or varied the
authority hereby conferred shall expire at the conclusion of the
Annual General Meeting of the Company to be held in 2024 or on 30
June 2024, whichever is the earlier, provided that the Company may
effect purchases following the date on which the authority hereby
conferred expires if such purchases are made pursuant to contracts
for purchases of Ordinary Shares which are entered into by the
Company on or prior to the date on which the authority hereby
conferred expires.
By Order of the Board
Adam Holland
Company Secretary 21 April 2023
Registered office:
9 Chiswick Park
566 Chiswick High Road London W4 5XT
8 Annual General Meeting 2023
Notes
1. Attending the Annual General Meeting in person
If you wish to attend the Annual General Meeting (AGM) in
person, you should arrive at the venue in good time to allow your
attendance to be registered. It is advisable to have some form of
identification with you as you may be asked to provide evidence of
your identity to the Company's registrar, Computershare Investor
Services PLC (the Registrar), prior to being admitted to the
AGM.
2. Audio cast and AGM website
This year, we are enabling shareholders to listen to a live
audio cast of the AGM as well as participate remotely.
In order to participate at the meeting, you will need to visit
www. meetnow.global/TULLAGM2023 on your device operating a
compatible browser using the latest version of Chrome, Firefox,
Edge or Safari. Please note that Internet Explorer is not
supported. It is highly recommended that you check your system
capabilities in advance of the meeting day.
If you are a shareholder, you can use your unique Shareholder
Reference Number and PIN as displayed on your Form of Proxy/
Attendance Card. If you are an appointed proxy or a corporate
representative you will have had to be provided with a unique
invite code to enter the meeting and exercise your rights. These
credentials will be issued one working day prior to the meeting,
conditional on evidence of your proxy appointment or corporate
representative appointment having been received and accepted. If
you have not been provided with your meeting access credentials,
please ensure you contact Computershare on the morning of the
meeting, but no later than one hour before the start of the
meeting.
Access to the meeting via www.meetnow.global/TULLAGM2023 will be
available from 10.00am. During the meeting, you must ensure you are
connected to the internet at all times in order to vote when the
Chair commences polling on Resolutions being put to the meeting.
Therefore, it is your responsibility to ensure connectivity for the
duration of the meeting.
Technical issues
If you experience any technical issues with the site you may
either call our Registrar on the telephone number provided on the
site or once you have entered the meeting, you can raise your
question using the chat function. If you have technical issues
prior to the start of the meeting you should contact our Registrar
on the shareholder helpline.
Process
The process of asking questions and accessing the AGM audio
casting will be further explained within the application and
located on the information page.
Duly appointed proxies and corporate representatives
Please contact the Company's Registrar before 5.30pm on
23 May 2023 on the shareholder helpline number: +44 (0) 370 703
6242 for your Shareholder Reference Number (SRN) and PIN. Lines are
open 8.30am to 5.30pm Monday to Friday (excluding public holidays
in England and Wales).
Shareholders should note that electronic entry to the AGM will
open at 10.00am on 24 May 2023, and the meeting will formally start
at 11.00am.
3. Appointment of proxies
Members are entitled to appoint one or more proxies to exercise
all or any of their rights to attend, speak and vote at the
AGM.
A proxy need not be a member of the Company but must attend the
AGM to represent a member. To be validly appointed, a proxy must be
appointed using the procedures set out in these notes and in the
notes to the accompanying Form of Proxy. If members wish their
proxy to speak on their behalf at the meeting, members will need to
appoint their own choice of proxy (not the Chair of the AGM) and
give their instructions directly to them.
Members can only appoint more than one proxy where each proxy is
appointed to exercise rights attached to different shares. Members
cannot appoint more than one proxy to exercise the rights attached
to the same share(s). If a member wishes to appoint more than one
proxy, they should contact the Registrar by telephone on +44 (0)
370 703 6242 or by logging on to
www.investorcentre.co.uk/contactus. A member may instruct their
proxy to abstain from voting on any Resolution to be considered at
the AGM by marking the 'Vote Withheld' option when appointing their
proxy. It should be noted that a vote withheld is not a vote in law
and will not be counted in the calculation of the proportion of
votes 'For' or 'Against' the Resolution. The appointment of a proxy
will not prevent a member from attending the AGM and voting in
person if they wish. A person who is not a member of the Company
but who has been nominated by a member to enjoy information rights
does not have a right to appoint any proxies under the procedures
set out in these notes and should read note 12 below.
4. Appointment of a proxy online
As an alternative to appointing a proxy using the Form of Proxy
or CREST, members can appoint a proxy online at:
www.investorcentre.co.uk/eproxy. In order to appoint a proxy using
this website, members will need their Control Number, Shareholder
Reference Number and PIN. This information is printed on the Form
of Proxy. If for any reason a member does
not have this information, they will need to contact the
Registrar by telephone on +44 (0) 370 703 6242 or by logging on to
www.investorcentre.co.uk/contactus. Members must appoint a proxy
using the website no later than 48 hours (excluding
non-working days) before the time of the AGM or any adjournment
of that meeting.
Annual General Meeting 2023 9
5. Appointment of a proxy using a Form of Proxy
A Form of Proxy for use in connection with the AGM is enclosed.
To be valid, a Form of Proxy or other instrument appointing a
proxy, together with any power of attorney or other authority under
which it is signed or a certified copy thereof, must be received by
post or (during normal business hours only) by hand by the
Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no
later than 48 hours (excluding non-working days) before the time of
the AGM or any adjournment of that meeting. If you do not have a
Form of Proxy and believe that you should have one, or you require
additional Forms of Proxy, please contact the Registrar by
telephone on +44 (0) 370 703 6242 or by logging on to
www.investorcentre.co.uk/contactus.
6. Appointment of a proxy through CREST
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual and by logging on to the
following website: www.euroclear.com. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed (a) voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message (a CREST
Proxy Instruction) must be properly authenticated in accordance
with Euroclear UK & International Limited's specifications and
must contain the information required for such instruction, as
described in the CREST Manual. The
message, regardless of whether it constitutes the appointment of
a proxy or is an amendment to the instruction given to a previously
appointed proxy must, in order to be valid, be transmitted so as to
be received by the Registrar (ID 3RA50) no later than 48 hours
(excluding non-working days) before the time of the Annual General
Meeting or any adjournment of that meeting. For this purpose, the
time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Application Host)
from which the Registrar is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time any
change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or
voting service provider(s) should note that Euroclear UK &
International Limited does not make available special procedures
in CREST for any particular message. Normal system timings and
limitations will, therefore, apply in relation to the input of
CREST Proxy Instructions.
It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member, or sponsored
member, or has appointed (a) voting service
provider(s), to procure that their CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST
system
by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers
are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
7. Appointment of proxy through Proxymity
If you are an institutional investor you may be able to appoint
a proxy electronically via the Proxymity platform, a process which
has been agreed by the Company and approved by the Registrar. For
further information regarding Proxymity, please go to
www.proxymity.io. Your proxy must be lodged by 11.00am on
22 May 2023 in order to be considered valid. Before you can
appoint a proxy via this process you will need to have agreed to
Proxymity's associated terms and conditions. It is important that
you read these carefully as you will be bound by them and they will
govern the electronic appointment of your proxy.
8. Appointment of proxy by joint holders
In the case of joint holders, where more than one of the joint
holders purports to appoint one or more proxies, only the purported
appointment submitted by the most senior holder will be accepted.
Seniority shall be determined by the order in which the names of
the joint holders stand in the Company's register of members in
respect of the joint holding.
9. Corporate representatives
Any corporation which is a member can appoint one or more
corporate representatives. Members can only appoint more than one
corporate representative where each corporate representative is
appointed to exercise rights attached to different shares.
Members cannot appoint more than one corporate representative to
exercise the rights attached to the same share(s).
10. Entitlement to attend and vote
To be entitled to attend and vote at the AGM (and for the
purpose of determining the votes they may cast), members must be
registered in the Company's register of members at 6.00pm on 22 May
2023 (or, if the AGM is adjourned, at 6.00pm on the day two days
(excluding non-working days) prior to the adjourned meeting).
Changes to the register of members after the relevant deadline will
be disregarded in determining the rights of any person to attend
and vote at the AGM. Unacceptable behaviour will not be tolerated
at the AGM and will be dealt with appropriately by the Chair.
11. Votes to be taken by a poll
At the AGM all votes will be taken by a poll rather than on a
show of hands. It is intended that the results of the poll votes
will be announced to the London Stock Exchange and published on the
Company's website as soon as possible after the conclusion of the
AGM, and no later than 6.00pm on 24 May 2023.
12. Nominated persons
Any person to whom this Notice is sent who is a person nominated
under section 146 of the Companies Act 2006 (the Act) to enjoy
information rights (a Nominated Person) may, under an agreement
between them and the member by whom they were nominated, have a
right to be appointed (or to have someone else appointed) as a
proxy for the AGM. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, they may, under
any such agreement, have a right to give instructions to the member
as to the exercise of voting rights.
10 Annual General Meeting 2023
13. Website giving information regarding the Annual General
Meeting
Information regarding the AGM, including information required by
section 311A of the Act, and a copy of this Notice of AGM are
available from www.tullowoil.com.
14. Audit concerns
Members should note that it is possible that, pursuant to
requests made by members of the Company under section 527 of the
Act, the Company may be required to publish on a website a
statement setting out any matter relating to: (a) the audit of the
Company's accounts (including the Auditor's Report and the conduct
of the audit) that are to be laid before the AGM; or (b) any
circumstance connected with the auditor of the Company ceasing to
hold office since the previous meeting at which annual accounts and
reports were laid in accordance with section 437 of the Act. The
Company may not require the members requesting any such website
publication to pay its expenses in complying with sections 527
or 528 of the Act. Where the Company is required to place a
statement on a website under section 527 of the Act, it must
forward the statement to the Company's auditor not later than the
time when it makes the statement available on the website. The
business which may be dealt with at the AGM includes any statement
that the Company has been required under section 527 of the Act to
publish on a website.
15. Voting rights
As at 17 April 2023, being the latest practicable date prior to
the publication of this document, the Company's issued share
capital consisted of 1,446,853,794 Ordinary Shares, carrying one
vote each. No shares are held by the Company in treasury.
Therefore, the total voting rights in the Company as at 17 April
2023 were 1,446,853,794 votes.
16. Notification of shareholdings
Any person holding 3 per cent or more of the total voting rights
of the Company who appoints a person other than the Chair of the
AGM as their proxy will need to ensure that both they, and their
proxy, comply with their respective disclosure obligations under
the UK Disclosure Guidance and Transparency Rules. As at
17 April 2023, being the latest practicable date prior to the
publication of this Notice, no notifications in respect of
substantial shareholdings had been received other than as set out
on page 98 of the Annual Report and Accounts.
17. Further questions and communication
Under section 319A of the Act, the Company must cause to
be answered any question relating to the business being dealt
with at the AGM put by a member attending the meeting unless
answering the question would interfere unduly with the preparation
for the meeting or involve the disclosure of confidential
information, or the answer has already been given on a website in
the form of an answer to a question, or it is undesirable in the
interests of the Company or the good order of the meeting that the
question be answered. Members who have any queries about the AGM
should contact the Company Secretary by email at
CompanySecretary@tullowoil.com.
Members may not use any electronic address or fax number
provided in this Notice or in any related documents (including the
Form of Proxy) to communicate with the Company for any purpose
other than those expressly stated.
18.
Documents available for inspection
The following documents will be available for inspection on the
date of the AGM at the London offices of Tullow Oil plc at
9 Chiswick Park, 566 Chiswick High Road, London W4 5XT, from
9.00am until the conclusion of the AGM:
- copies of all contracts of service under which Directors are
employed by the Company or any of its subsidiary undertakings;
and
- copies of the letters of appointment of the non-executive
Directors of the Company.
A copy of the proposed rules of the Tullow Oil plc 2023
Executive Share Plan; the Tullow Oil plc 2023 Employee Share Award
Plan, and the Tullow Oil plc 2023 Share Incentive Plan are each
available for inspection at the place of the Annual General Meeting
for at least 15 minutes prior to and during the meeting. A copy of
the rules of the Tullow Oil plc 2023 Executive Share Plan, the
Tullow Oil plc 2023 Employee Share Award Plan and the Tullow Oil
plc 2023 Share Incentive Plan are each available for inspection on
the National Storage Mechanism.
Tullow Oil plc
9 Chiswick Park
566 Chiswick High Road London
W4 5XT
Tel: +44 (0) 20 3249 9000
Fax: +44 (0) 20 3249 8801
Email: inf o@tullowoil.com Website: www.tullowoil.com
Annual General Meeting 2023 11
Summary of the principal terms of the Tullow Oil plc Executive
Share Plan, the Tullow Oil plc Employee Share Award Plan 2023 and
the Tullow Oil plc Share Incentive Plan 2023 (together, the "New
Plans")
Part 1 - Tullow Oil plc Executive Share Plan
Summary - Under the ESP, participants may be granted an award
over shares in the Company (an "Award" ). An Award may be in the
form of a conditional award, an option (which may be nil-cost) or
economic equivalent. Performance-based Awards will normally vest
subject to continued service and satisfaction of specified
performance criteria. Bonuses deferred into shares will generally
vest subject to continued employment only.
Awards may be subject to malus and clawback. The powers of the
Directors under the ESP may be delegated. It is anticipated most
actions in respect of Awards will be taken by the Company's
Remuneration Committee ( "Committee" ) or its delegate(s).
1. Eligibility
All employees (including Executive Directors of the Company) of
the Group are eligible to participate in the ESP.
2. Grant of Awards
Awards may be structured as conditional awards, options (which
may be nil-cost) or economic equivalent, and may at the Company's
discretion, be cash settled. Options may be exercised for up to ten
years from grant. The Committee will decide who will be granted
Awards and over how many shares. Awards will normally only be
granted within 42 days of the announcement of the Company's results
for any period or a general meeting of the Company. It is intended
that the first Awards will be granted in 2023, with the first
deferred bonus awards to be granted in 2024. No Awards can be
granted more than 10 years after the ESP is approved by the
Company's shareholders.
3. Conditions
Unless the Committee determines otherwise, it is intended that
annual performance-based awards will normally be subject to
performance conditions or underpins. The Company may make the
vesting of an Award conditional on the satisfaction of one or more
conditions or underpins which may or may not be linked to the
performance of the Company, the participant, or the member of the
Group in whose business unit the participant works. The Committee
may waive or change a condition or underpin in certain
circumstances (e.g., following material acquisition or disposal) to
ensure that the criteria remain appropriate.
Where Awards are granted to facilitate deferral of a bonus into
shares ("deferred bonus awards"), the deferred bonus awards will
not normally be subject to any performance conditions
or underpins, unless the Committee determines otherwise.
Further details of performance conditions applicable to 2023
grants to Executive Directors are set out on page of the Company's
Annual Report and Accounts. Full details of any performance
conditions or underpins to be applied to future
Awards for the Company's Executive Directors will be determined
by the Remuneration Committee and normally be disclosed before each
annual grant in the Directors' Remuneration Report.
4.
Individual limits
The Committee will determine the annual grants to be made under
the ESP. Any Awards to Executive Directors will be subject to
limits as set out in the Company's remuneration policy as approved
by shareholders from time-to-time.
If the ESP is used to grant deferred bonus or buy-out awards,
the award levels for Executive Directors will be capped in
accordance with the limits set out in the Remuneration Policy in
effect at the relevant time.
5. Plan limits
In any 10-year period, not more than 10% of the issued ordinary
share capital of the Company may be issued or be issuable under the
ESP and all other employees' share plans operated by the Company.
In addition, in any 10-year period, not more than 5%
of the issued ordinary share capital of the Company may be
issued or be issuable under all discretionary share plans adopted
by the Company. These limits do not include Awards which have
lapsed. Treasury shares transferred to satisfy an Award will be
counted as if new shares had been issued for so long as it is
considered best practice to do so.
6. Dividends
Participants will normally not be entitled to vote or receive
dividends in respect of Awards. However, the Committee may decide
to pay participants a dividend equivalent (in either cash or
shares) in respect of the shares that vest. The current intention
is to pay any dividend equivalents in shares.
7. Vesting of Awards and holding period
Performance-based awards will normally vest, to the extent any
applicable conditions have been met, after the vesting period
specified by the Committee. For Awards to be granted in 2023, it is
currently intended that Awards will be eligible for vesting three
years after the date of grant for awards.
Awards may be subject to an additional holding period. The
Company intends that any performance-based awards granted to the
Company's Executive Directors will be subject to a
two-year holding period beginning at vest. Under the proposed
2023 Policy it is proposed that deferred bonus awards will be
subject to a three-year deferral period.
Vesting and or release of Awards can be delayed at the
discretion of the Committee, including if a participant is subject
to any disciplinary action or about to terminate employment in
circumstances where the treatment that should apply to an Award is
unclear. Otherwise, subject to malus provisions and/or holding
restrictions described below, shares will be issued or transferred
to the participant shortly after vesting, or, in the case of
options, exercise, unless the Company decides to satisfy the Award
in cash.
The Committee may, in its discretion, adjust (including by
reducing to nil) the extent to which an Award will vest in the
following circumstances: (a) the vesting level does not reflect the
underlying financial or non-financial performance of the
participant or the Group over the vesting period; (b) the
vesting
level is not appropriate in the context of circumstances that
were unexpected or unforeseen at the grant date; or (c) any other
reason why an adjustment is appropriate.
12 Annual General Meeting 2023
8. Malus and clawback
Prior to vesting Awards may have additional conditions added or
may lapse (in whole or in part) if the Committee so decides, in the
following circumstances: (a) a material misstatement of financial
results; (b) serious misconduct; (c) fraud; (d) payments based on
an erroneous calculation or data; (e) serious reputational
damage;
(f) material corporate failure or (g) any other circumstances
that the Committee in its discretion considers to be similar in
their nature or effect to those mentioned previously. The Committee
can also decide to lapse an award between the vesting and release
points of an award.
In addition, subsequent to the release of an award, the
Committee has the discretion to apply clawback to an award(s) on
the occurrence of the same circumstances as set out above.
Awards will normally be subject to clawback for three years
following the vesting date. Performance-based awards and deferred
bonus awards will be subject to clawback for up to three years
following the end of the relevant performance period to which the
award relates to. An alternative clawback date can be determined by
the Committee so long as it is specified in the Award Letter and is
not inconsistent with the Remuneration Policy in force as at the
grant date.
9. Leaving employment
An Award will normally lapse if the participant leaves
employment with the Group. However, if the participant leaves as a
'good leaver' (i.e., because of disability, ill-health, injury,
sale of their employer or any other reason at the absolute
discretion of the Committee), their Award will generally continue
in effect and remain capable of vesting as described below, unless
the Committee decides that it should vest early. If a participant
dies, awards will usually vest and be released as soon as
reasonably practicable.
Vesting of Awards to good leavers will be determined by the
Committee, normally taking into account the time elapsed and any
vesting criteria Deferred bonus awards will not normally be subject
to time pro-rating under the Committee determines otherwise.
If, a participant ceases to be an employee as a result of gross
misconduct during any holding period, the Award will lapse, in the
event of ceasing to be an employee for other misconduct the
Committee will determine the extent to which any Award will lapse.
If a participant ceases to be an employee for any other reason
during any holding period, Awards will generally be retained, with
release at the end of the holding period.
10. Takeovers and significant corporate events
Awards will generally vest early on a takeover or other similar
significant corporate event. Alternatively, participants may be
allowed or required to exchange their Awards for awards over shares
in the acquiring company (or another company). Where an Award vests
in these circumstances, vesting levels will take into account any
vesting criteria and any other relevant performance factors, and
unless the Committee decide otherwise, be time pro-rated where the
transaction occurs within three years of grant.
Alternatively, the Committee may permit participants to exchange
Awards for equivalent awards which relate to shares in a different
company. If the change of control is an internal reorganisation of
the Group or if the Committee decides, participants will usually be
required to exchange their Awards (rather than Awards vesting).
If other corporate events occur such as a winding-up of the
Company, demerger, delisting, special dividend, or other event
which, in the opinion of the Committee, may affect the current or
future value of Shares, the Committee may determine that all or
part of an Award will vest taking into account the satisfaction
of any relevant vesting and, unless the Committee determines
otherwise, the time elapsed from the grant date.
11. Other corporate events - Rights issues, demergers etc.
The number of shares subject to an Award (and, where relevant,
the option price) may be adjusted to reflect a special dividend or
distribution, demerger, any variation in the share capital of the
Company (including a rights issue) or any other corporate event
which might affect the current or future value of any Award.
12. General
Awards are not transferable (except to personal representatives
on death or with the prior consent of the Committee) and are not
pensionable. Participants do not pay for the grant of an Award.
Awards may be settled with new issue, treasury or market purchase
shares. Any shares issued following the vesting of Awards will rank
equally with shares of the same class in issue on the date of
allotment except in respect of rights arising by reference to a
prior record date.
13. Amendments
The Committee can amend the ESP in any way. However, shareholder
approval will be required to amend certain provisions to the
advantage of participants. These provisions relate to eligibility,
individual and plan limits, the rights attaching to Awards and
shares, the adjustment of Awards on variation in the Company's
share capital (including rights issues and open offers) and the
amendment powers. The Committee can, without shareholder approval,
make minor amendments to benefit the administration of the ESP, to
take account of a change in legislation or to obtain or maintain
favourable tax, exchange control or regulatory treatment. They can
also amend or waive any conditions without shareholder approval.
This power will only be used in exceptional circumstances. The
Committee may also, without shareholder approval, establish further
plans based on the ESP, but modified to take account of overseas
securities laws, exchange controls or tax law. Shares made
available under such further plans will be treated as counting
against any limits on individual or overall participation.
Annual General Meeting 2023 13
Part 2 - Tullow Oil plc 2023 Employee Share Award Plan (the "New
ESAP")
Summary - Under the New ESAP, participants may be granted an
award over shares in the Company (an "ESAP Award" ). An ESAP Award
may be in the form of a conditional award, an option (which may be
nil-cost), an award of forfeitable shares or economic equivalent.
ESAP Awards will normally vest subject only to continued service,
ordinarily over a period of three years. The powers of the
Directors under the New ESAP may be delegated. It is anticipated
most actions in respect of ESAP Awards will be taken by the
Committee or its delegate(s).
The terms of the New ESAP have been drafted to be materially
similar to the existing Tullow Oil Employee Share Award Plan but
with appropriate changes to bring the New ESAP in line with
prevailing best practice.
14. Eligibility
All employees (excluding Executive Directors of the Company) of
the Group are eligible to participate in the New ESAP.
15. Grant of New ESAP Awards
ESAP Awards may be structured as conditional awards, options
(which may be nil-cost), awards of forfeitable shares or economic
equivalent, and may at the Company's discretion, be cash settled.
Options may be exercised for up to ten years from grant. The
Committee will decide who will be granted ESAP Awards and over how
many shares. ESAP Awards will normally only be granted within 42
days of the announcement of the Company's results for any period or
a general meeting of the Company. It is intended that the first
ESAP Awards will be granted in 2023. No ESAP Awards can be granted
more than 10 years after the New ESAP is approved by the Company's
shareholders.
16. Vesting
ESAP Awards will normally be subject to a three-year vesting
period, although the Committee may specify shorter or longer
vesting periods at its discretion.
Participants will ordinarily be required to remain in employment
with the Group over the applicable vesting period.
ESAP Awards will not normally be subject to any performance
conditions or underpins, unless the Committee
determines otherwise.
However the Committee may, in its discretion, adjust (including
by reducing to nil) the extent to which an Award will vest: (a)
where the vesting level does not reflect the underlying financial
or non-financial performance of the participant or the Tullow group
over the vesting period; (b) where the vesting level is
not appropriate in the context of circumstances that were
unexpected or unforeseen at the grant date; or (c) for any other
reason where an adjustment is considered appropriate.
17. Individual limits
The Committee will determine the annual grants to be made under
the New ESAP.
ESAP Awards may only be granted over shares having a market
value which is equal to 50% (or, in exceptional circumstances and
if approved by the Committee, 75%) of the relevant award holder's
salary.
18.
Plan limits
In any 10-year period, not more than 10% of the issued ordinary
share capital of the Company may be issued or be issuable under the
New ESAP and all other employees' share plans operated by the
Company. In addition, in any 10-year period, not more than 5% of
the issued ordinary share capital of the Company may be issued or
be issuable under the New ESAP and all other discretionary share
plans adopted by the Company.
This limit does not include ESAP Awards which have lapsed.
Treasury shares transferred to satisfy an ESAP Award will be
counted as if new shares had been issued for so long as it is
considered best practice to do so.
19. Dividends
Participants will normally not be entitled to vote or receive
dividends in respect of ESAP Awards (including ESAP Awards which
are granted in the form of forfeitable shares). However, the
Committee may decide to pay participants a dividend equivalent (in
either cash or shares) in respect of the shares that vest. The
current intention is to pay any dividend equivalents in shares.
20. Malus and clawback
Prior to vesting, ESAP Awards may have additional conditions
added or may lapse (in whole or in part) if the Committee so
decides, in the following circumstances: (a) a material
misstatement of financial results; (b) serious misconduct; (c)
fraud; (d) payments based on an erroneous calculation or data;
(e) serious reputational damage; (f) material corporate failure
or
(g) any other circumstances that the Committee in its discretion
considers to be similar in their nature or effect to those
mentioned previously. The Committee can also decide to lapse an
ESAP Award between the vesting and release points of an ESAP
Award.
In addition, subsequent to the release of an ESAP Award, the
Committee has the discretion to apply clawback to an ESAP Award(s)
on the occurrence of the same circumstances as set out above.
ESAP Awards will normally be subject to clawback for three years
following the vesting date.
21. Leaving employment
An ESAP Award will normally lapse if the participant leaves
employment with the Group. However, if the participant leaves as a
'good leaver' (i.e., because of disability, ill-health, injury,
sale of their employer or any other reason at the absolute
discretion of the Committee), their ESAP Award will vest early,
unless the Committee decides that the ESAP Award should vest on its
normal vesting date. If a participant dies, ESAP Awards will
usually vest and be released as soon as reasonably practicable.
Vesting of ESAP Awards to good leavers will be determined by the
Committee, normally taking into account the time elapsed between
the grant date and the normal vesting date.
14 Annual General Meeting 2023
22. Takeovers and significant corporate events
ESAP Awards will generally vest early on a takeover or other
similar significant corporate event. Where an ESAP Award vests in
these circumstances, vesting levels will, unless the Committee
decide otherwise, be time pro-rated where the transaction occurs
prior to the normal vesting date of the ESAP Award.
Alternatively, the Committee may permit participants to exchange
ESAP Awards for equivalent awards which relate to shares in a
different company. If the change of control is an internal
reorganisation of the Group or if the Committee decides,
participants will usually be required to exchange their ESAP Awards
(rather than ESAP Awards vesting).
If other corporate events occur such as a winding-up of the
Company, demerger, delisting, special dividend, or other event
which, in the opinion of the Committee, may affect the current or
future value of Shares, the Committee may determine that all or
part of an ESAP Award will vest on such basis as the Committee
determines, normally taking into account the time elapsed between
the grant date and the normal vesting date.
23. Other corporate events - Rights issues, demergers etc. The
number of shares subject to an ESAP Award (and, where relevant, the
option price) may be adjusted to reflect a special dividend or
distribution, demerger, any variation in the share capital of the
Company (including a rights issue) or any other
corporate event which might affect the current or future value
of any ESAP Award.
24. General
ESAP Awards are not transferable (except to personal
representatives on death or with the prior consent of the
Committee) and are not pensionable. Participants do not pay for the
grant of an ESAP Award. ESAP Awards may be settled with new issue,
treasury or market purchase shares. Any shares issued following the
vesting of ESAP Awards will rank equally with shares of the same
class in issue on the date of allotment except in respect of rights
arising by reference to a prior record date.
25. Amendments
The Committee can amend the New ESAP in any way. However,
shareholder approval will be required to amend certain provisions
to the advantage of participants. These provisions relate to
eligibility, individual and plan limits, the rights attaching to
ESAP Awards and shares, the adjustment of ESAP Awards on variation
in the Company's share capital (including rights issues and open
offers) and the amendment powers. The Committee can, without
shareholder approval, make minor amendments to benefit the
administration of the New ESAP, to take account of
a change in legislation or to obtain or maintain favourable tax,
exchange control or regulatory treatment. They can also amend or
waive any conditions without shareholder approval. This power will
only be used in exceptional circumstances.
The Committee may also, without shareholder approval, establish
further plans based on the New ESAP, but modified to take account
of overseas securities laws, exchange controls or tax law. Shares
made available under such further plans will be treated as counting
against any limits on individual
or overall participation.
Part 3 - Tullow Oil plc 2023 Share Incentive Plan ("New
SIP")
Summary - Under the New SIP, eligible employees may be granted
or acquire shares in the Company on a tax-qualified basis.
The terms of the New SIP have been drafted to be materially
similar to the existing Tullow Oil UK Share Incentive Plan and
comply with current legislative requirements in order ensure that
shares can be delivered under the New SIP on a tax- qualified
basis.
1. Operation
The board of Directors of the Company (the "Board") will
supervise the operation of the New SIP.
The New SIP has been drafted to comply with the legislative
requirements of Schedule 2 to the Income Tax (Earnings and Pensions
Act) 20023 and the requirements of HM Revenue and Customs to awards
shares under the New SIP on a
tax-qualifying basis.
The SIP has three elements and the Board may decide which of
these to offer to eligible employees:
(a) "Free Shares" are free shares which may be allocated to an
employee. The market value of Free Shares allocated to any employee
in any tax year may not exceed GBP3,600 or such other limit as may
be permitted by the relevant legislation. Free Shares may be
allocated to employees equally or on the basis of salary, length of
service or hours worked, or on the basis of performance.
(b) "Partnership Shares" are shares an employee may purchase out
of their pre-tax earnings. The market value of Partnership Shares
which an employee can buy in any tax year may not exceed GBP1,800
(or 10% of the employee's salary, if lower), or such other limit as
may be permitted by the relevant legislation. The funds used to
purchase Partnership Shares will be deducted from the employee's
pre-tax salary. Salary deductions may be accumulated over a period
of up to 12 months and then used to buy shares at the market value
of the shares at either the start or at the end of the accumulation
period (or the lower of the two prices).
(c) "Matching Shares" are free shares which may be allocated to
an employee who buys Partnership Shares. The Board may allocate
Matching Shares to an employee who purchases Partnership Shares up
to a maximum of two Matching Shares for every Partnership Share
purchased (or such other maximum ratio as may be permitted by the
relevant legislation).
2. Eligibility
Employees of the Company and any designated participating
subsidiary who are UK resident taxpayers are eligible to
participate in the New SIP. The Board may allow non-UK tax resident
taxpayers to participate. The Board may require employees to have
completed a qualifying period of employment of up to 18 months in
order to be eligible to participate. All eligible employees must be
invited to participate.
Annual General Meeting 2023 15
3. Retention of shares
The trustee of the SIP trust will award Free Shares and Matching
Shares to employees and hold those shares on behalf of the
participants. Free Shares and Matching Shares must usually
be retained by the trustee of the SIP trust for a period of at
least three years after award. The trustee will acquire Partnership
Shares on behalf of participants and hold those shares on behalf of
the participants. Employees can withdraw Partnership Shares from
the SIP trust at any time. An employee will be treated as the
beneficial owner of shares held on their behalf by the trustee of
the SIP trust.
The Board may decide that awards of Free Shares and/or Matching
Shares will be forfeited if participants cease to be employed by a
company in the Company's group within three years from the grant of
those awards unless they leave by reason of death, injury,
disability, redundancy, retirement, or if the business or company
for which they work ceases to be part
of the Company's group. In any of those cases, the participants
will be required to withdraw their shares from the SIP.
If an employee ceases to be employed by the Company's group at
any time after acquiring Partnership Shares, they will be required
to withdraw the shares from the SIP trust.
4. Corporate events
In the event of a general offer being made to shareholders,
participants will be able to direct the trustees how to act in
relation to their shares. In the event of a corporate
reorganisation, any shares held by participants may be replaced by
equivalent shares in a new holding company.
5. Dividends on shares held by the trustee of the SIP trust
Any dividends paid on shares held by the trustee of the SIP on
behalf of participants may be either used to acquire additional
shares for employees or distributed to participants
6. Plan limits
In any 10-year period, not more than 10% of the issued ordinary
share capital of the Company may be issued or be issuable under the
New SIP and all other employees' share plans operated by the
Company.
Treasury shares transferred in connection with the New SIP will
be counted as if new shares had been issued for so long as it is
considered best practice to do so.
7. General
New shares may be issued, treasury shares may be transferred
and/or existing shares may be purchased in the market in connection
with the New SIP. Any shares issued in connection with the New SIP
will rank equally with shares of the same class in issue on the
date of allotment except in respect of rights arising by reference
to a prior record date.
8.
Amendments
The Board can amend the New SIP in any way. However, shareholder
approval will be required to amend certain provisions to the
advantage of participants. These provisions relate to eligibility,
individual and plan limits, the rights attaching to shares, and the
amendment powers. The Board can, without shareholder approval, make
minor amendments to benefit the administration of the New SIP, to
take account of a change in legislation or to obtain or maintain
favourable tax, exchange control or regulatory treatment, or to
comply with the requirements of any legislation setting out the
basis on which shares and be acquired or transferred in connection
with the New SIP on a tax-qualified basis.
The Committee may also, without shareholder approval, establish
further plans based on the New SIP, but modified to take account of
overseas securities laws, exchange controls or tax law. Shares made
available under such further plans will be treated as counting
against any limits on individual
or overall participation.
This summary does not form part of the rules of the ESP, New
ESAP or New SIP and should not be taken as affecting the
interpretation of their detailed terms and conditions. The
Directors reserve the right up to the time of the 2023 Annual
General Meeting to make such amendments and additions to the rules
of the ESP, New ESAP and the New SIP as may be necessary or as they
consider appropriate and provided that such amendments do not
conflict in any material respect with this summary.
16 Annual General Meeting 2023
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