Result of AGM
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The Company announces that at its Annual General Meeting held at the offices of Peel Hunt LLP, 100 Liverpool Street, London, EC2M 2AT today, all resolutions put before the meeting were duly passed except resolutions 13, 14 and 16, which were each special resolutions requiring a majority of at least 75% of the votes cast at the meeting.
In accordance with UKLR 6.4.2R, copies of resolutions passed concerning items other than ordinary business are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
On the date of the meeting, Pharos' issued share capital consisted of 424,746,203 ordinary shares of £0.05 each with voting rights; 9,122,268 shares were in Treasury and therefore, the total number of voting rights was 415,623,935. Of this number, a total of 212,320,460 shares were voted at the meeting, representing 51.08% of the voting rights in the Company.
Voting was conducted on a poll, the results of which are shown in the table below and will shortly be available on the Company's website, www.pharos.energy.
| Resolution | Votes in Favour (Including Discretionary) | % | Votes Against | % | Total Votes (excluding votes withheld) | Votes Withheld |
|---|---|---|---|---|---|---|
| 1. To receive the Annual Report and Accounts for the financial year ended 31 December 2024. | 195,812,152 | 100.00% | 0 | 0.00% | 195,812,152 | 16,512,308 |
| 2. To declare a final dividend of 0.847 pence per share. | 212,314,486 | 100.00% | 1,540 | 0.00% | 212,316,026 | 8,434 |
| 3. To approve the Directors' Remuneration Report included in the Annual Report and Accounts for the financial year ended 31 December 2024. | 126,339,902 | 59.51% | 85,976,095 | 40.49% | 212,315,997 | 8,463 |
| 4. To reappoint John Martin, who is Chair of the Nominations and ESG Committees, as a Director | 124,378,739 | 58.58% | 87,939,444 | 41.42% | 212,318,183 | 6,277 |
| 5. To reappoint Sue Rivett, who is a member of the ESG and Reserves Committees, as a Director. | 128,647,221 | 60.59% | 83,670,962 | 39.41% | 212,318,183 | 6,277 |
| 6. To reappoint Geoffrey Green, who is Chair of the Remuneration Committee and a member of the Audit and Risk, ESG and Nominations Committees, as a Director. | 124,433,765 | 58.61% | 87,884,418 | 41.39% | 212,318,183 | 6,277 |
| 7. To reappoint Dr Bill Higgs, who is Chair of the Reserves Committee and a member of the ESG Committee, as a Director. | 128,650,071 | 60.59% | 83,668,112 | 39.41% | 212,318,183 | 6,277 |
| 8. To reappoint Lisa Mitchell, who is Chair of the Audit and Risk Committee and a member of the ESG, Nominations and Remuneration Committees, as a Director. | 125,895,989 | 59.30% | 86,422,194 | 40.70% | 212,318,183 | 6,277 |
| 9. To reappoint Katherine Roe, who is a member of the ESG Committee, as a Director. | 212,221,064 | 99.95% | 97,119 | 0.05% | 212,318,183 | 6,277 |
| 10. To reappoint Ernst & Young LLP as Auditors to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company. | 211,611,085 | 99.67% | 707,098 | 0.33% | 212,318,183 | 6,277 |
| 11. To authorise the Audit and Risk Committee, for and on behalf of the Directors, to agree the Auditors' remuneration. | 211,481,999 | 99.61% | 829,586 | 0.39% | 212,311,585 | 4,875 |
| 12. To authorise the Directors to allot securities (s.551 of the Companies Act 2006). | 128,174,266 | 60.37% | 84,146,194 | 39.63% | 212,320,460 | 4,000 |
| 13. To disapply pre-emption rights (s.570 and s.573 of the Companies Act 2006) | 124,973,513 | 58.86% | 87,346,947 | 41.14% | 212,320,460 | 4,000 |
| 14. To disapply pre-emption rights (s.570 and s.573 of the Companies Act 2006) for acquisitions or specified capital investments. | 125,077,513 | 58.91% | 87,242,947 | 41.09% | 212,320,460 | 4,000 |
| 15. To authorise the Company to repurchase its own Shares (s.701 of the Companies Act 2006). | 212,297,792 | 99.99% | 22,668 | 0.01% | 212,320,460 | 4,000 |
| 16. To authorise the Directors to call general meetings of the Company (other than an annual general meeting) on not less than 14 clear days' notice. | 128,424,279 | 60.49% | 83,896,181 | 39.51% | 212,320,460 | 4,000 |
The Board thanks all investors for their support through participation in the AGM votes and is pleased that resolutions 1-2, 9-11 and 15, were approved by shareholders representing over 99% of the share capital voted.
In the context of resolutions 13, 14 and 16 not having been passed by the requisite majority, and approval of resolutions 3-8 and 12, the Company is disappointed and notes the votes of 58.58% to 60.59% against these resolutions. The Board regularly consults with shareholders on their views and will continue to do so, including its active engagement with the single shareholder accounting for the substantial majority of the votes against the resolutions at this meeting. In accordance with provision 4 of the Corporate Governance Code, the Company will publish an update on views received from shareholders, and actions taken, within six months of the AGM. It will also publish a final summary together with any further steps in the next annual report.
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