Result of AGM
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09-May-2024 / 13:00 GMT/BST
Genel Energy plc
Results of Annual General Meeting 9 May 2024
The Annual General Meeting of Genel Energy plc was held today, Thursday, 9 May 2024 and the results of the votes by shareholders are set out below. The number of ordinary shares of £0.10p each in the Company in issue at the date of the meeting was 279,402,863 and each share attracted one vote.
The results were as follows:
| Resolutions | For | % | Against | % | Withheld | Total lodged |
|---|---|---|---|---|---|---|
| To receive the audited financial statements of the Company for the year ended 31 December 2023 | 195,330,706 | 100.00% | 0 | 0.00% | 784,044 | 195,330,706 |
| To approve the Remuneration Policy for Directors | 142,845,544 | 73.13% | 52,477,876 | 26.87% | 791,330 | 195,323,420 |
| To approve the Annual Report on Remuneration for the year ended 31 December 2023 | 145,795,416 | 74.64% | 49,530,304 | 25.36% | 789,030 | 195,325,720 |
| To re-elect Mr David McManus as a Non ‑ Executive Director | 145,833,170 | 74.66% | 49,487,313 | 25.34% | 794,267 | 195,320,483 |
| To re-elect Mr Paul Weir as an Executive Director | 194,947,599 | 99.81% | 378,384 | 0.19% | 788,767 | 195,325,983 |
| To re-elect Mr Ümit Tolga Bilgin as a Non-Executive Director | 144,641,492 | 66.80% | 71,899,074 | 33.20% | 788,766 | 216,540,566 |
| To re-elect Ms Canan Ediboglu as Non-Executive Director | 194,870,128 | 89.99% | 21,670,437 | 10.01% | 788,767 | 216,540,565 |
| To re-elect Mr Yetik K. Mert as a Non-Executive Director | 194,870,008 | 99.77% | 455,974 | 0.23% | 788,768 | 195,325,982 |
| To appoint BDO LLP as the Company’s auditor | 195,244,728 | 99.96% | 82,950 | 0.04% | 787,072 | 195,327,678 |
| To authorise the Directors to set the Auditor’s fees | 195,186,671 | 99.93% | 142,869 | 0.07% | 785,210 | 195,329,540 |
| To give the Company limited authority to make political donations and expenditure | 195,176,574 | 99.92% | 161,132 | 0.08% | 777,044 | 195,337,706 |
| To authorise the Company to purchase its Ordinary Shares | 146,134,451 | 67.48% | 70,424,338 | 32.52% | 770,543 | 216,558,789 |
| To permit the Company to hold general meetings, other than an AGM, on not less than 14 clear days’ notice | 195,202,351 | 90.14% | 21,348,438 | 9.86% | 778,543 | 216,550,789 |
Following the retirement of Sir Michael Fallon at today’s AGM, the Company’s search for a new Independent Non-Executive Director is ongoing. Canan Ediboglu has been appointed Interim Senior Independent Non-Executive Director.
The Board of Directors notes that, although resolutions 2, 3, 4, 6, and 12 were passed with the requisite majorities, over 20% of votes were cast against. The Board will take note of the voting and will engage with shareholders to further understand the reasons for the significant vote against these resolutions.
It is noted that, while ISS recommended voting in favour of all resolutions, Glass Lewis recommended voting against resolution 2 on the Directors’ Remuneration Policy, due to their judgement that the Remuneration Committee retains “the discretion to grant potentially excessive awards to executives on recruitment.” Genel is an international business with operations in challenging overseas jurisdictions, competing against a wide range of global listed and private companies for senior talent. The flexibility the Company has in relation to recruitment packages has been in place since 2014, and the Company has not exercised this flexibility since such date. The Board of Directors continues to believe that this flexibility is reasonable and in the best interests of our shareholders, but will discuss this further with major shareholders.
The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.genelenergy.com and on the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of the special resolutions (resolutions 12 and 13) passed at the Annual General Meeting, have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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