TIDMOPHR

RNS Number : 8198X

Ophir Energy Plc

10 May 2016

Ophir Energy PLC

("Ophir" or the "Company")

Results of Annual General Meeting

London 10 May 2016: Ophir Energy plc ("Ophir" or "the Company") held its Annual General Meeting today, 10 May 2015, at Linklaters LLP, 1 Silk Street, London, EC2Y 8HQ. All resolutions were put to the meeting on a poll, the full results of which are given below.

Resolutions 1 -14 and 18 to 20 were proposed as ordinary resolutions and resolutions 15 to 17 were proposed as special resolutions. A poll was conducted on all resolutions put to the meeting, the full results of which are set out below.

 
 Resolutions                    Votes For              Votes Against         Votes 
                                                                              Withheld 
-----------------------------  ---------------------  --------------------  ----------- 
                                Number        %        Number        % 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To receive the 
       2015 Annual Report 
 1     & Accounts               569,292,500   100.00   17,400        0.00    398,490 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To approve the 
 2     Remuneration Policy      501,283,276   87.99    68,411,336    12.01   13,778 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To approve the 
 3     Remuneration Report      372,083,609   65.73    193,969,389   34.27   3,655,391 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-elect William 
       (Bill) Schrader 
 4     as a Director            567,831,800   99.89    609,545       0.11    1,267,045 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-elect Nicholas 
 5     Cooper as a Director     548,417,059   96.26    21,289,890    3.74    1,441 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-elect William 
       (Bill) Higgs as 
 6     a Director               569,372,584   99.94    333,682       0.06    2,124 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To elect Anthony 
       (Tony) Rouse as 
 7     a Director               569,270,411   99.94    335,222       0.06    102,757 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-elect Ronald 
       (Ron) Blakely 
 8     as a Director            563,229,607   98.86    6,477,342     1.14    1,441 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-elect Carol 
 9     Bell as a Director       528,182,390   94.13    32,937,221    5.87    8,588,778 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-elect Alan 
 10    Booth as a Director      569,371,821   99.94    335,128       0.06    1,441 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-elect Vivien 
 11    Gibney as a Director     569,368,674   99.94    338,275       0.06    1,441 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To re-appoint 
       Ernst & Young 
 12    LLP as Auditor           564,983,489   99.17    4,721,109     0.83    3,792 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To authorise the 
       Directors to set 
       the remuneration 
 13    of the Auditor           568,973,790   99.87    729,490       0.13    5,110 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To give authority 
 14    to allot shares          524,895,843   92.34    43,534,527    7.66    1,278,020 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To authorise the 
       Company to allot 
       securities for 
       cash on a pre-emptive 
 15    basis*                   443,603,769   90.48    46,648,586    9.52    79,456,035 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To authorise the 
       purchase of its 
       own shares by 
 16    the Company*             563,884,378   98.98    5,815,603     1.02    8,409 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To authorise the 
       Company to call 
       a general meeting 
       of shareholders 
       on not less than 
       14 days' clear 
 17    notice*                  554,687,648   97.36    15,015,416    2.64    5,325 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To authorise the 
       Company and its 
       subsidiaries to 
       make political 
 18    donations                543,884,279   95.47    25,809,371    4.53    14,740 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To authorise the 
       Company to introduce 
       a new employee 
       share plan - Ophir 
       Energy Long-Term 
       Value Creation 
 19    Plan 2016                538,193,815   94.47    31,510,725    5.53    3,850 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
      To authorise the 
       Company to amend 
       the rules of the 
       Ophir Energy Long-term 
       Incentive Plan 
 20    2011                     569,638,983   99.99    58,922        0.01    10,485 
---  ------------------------  ------------  -------  ------------  ------  ----------- 
 

* Special Resolution

As at the 6 May 2016, being the final date for proxy voting, the Company had 746,019,407 ordinary shares in issue. The Company holds shares in treasury and therefore the number of total voting rights as at the date of the AGM was 706,067,045. In accordance with the Company's Articles of Association, every member who is present in person or by proxy has one vote for every share held. The scrutineer of the poll was Equiniti Limited, the Company's Share Registrar.

Note that a "vote withheld" is not a vote in law and has not been included in the calculation of votes "for" and "against" each resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total.

In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.Hemscott.com/nsm.do

The resolution to approve the Remuneration Report was passed with a vote of 65.73%. There were a significant number of votes opposing this resolution. We have already engaged with a number of shareholders to discuss their concerns which centered around the disclosure of targets in respect of the bonus scheme and the perceived overlap between the LTIP award in 2016 and the new Value Creation Plan (which was approved with a 94.47% vote).

We have committed to include a fuller disclosure next year of the 2015 targets and the performance against those targets as well as the 2016 targets (for details see appendix). With regard to the share schemes, the 2016 LTIP awards relate to performance in 2015 and the new Value Creation Plan relates to performance from 2016 onwards. There will be no further LTIP awards. We will continue to engage with our shareholders on such matters.

For Further Information please contact:

Ophir Energy plc +44 (0)20 7811 2400

Philip Laing, General Counsel & Company Secretary

Notes to Editors

Ophir Energy (OPHR.LN) is an, upstream oil and gas exploration company which is a member of the FTSE 250. The Group's headquarters are located in London (England). Ophir has a large portfolio of assets across Africa and Asia.

For further information on Ophir, please refer to www.ophir-energy.com

Appendix - Performance Target Disclosure

We are committed to being open and transparent with our disclosure on annual bonus targets and our intention is to include full disclosure next year of (a) the 2015 targets and (b) performance against the 2015 targets, not fully disclosed in this year's Directors' Remuneration Report (i.e. the actual target ranges where it was appropriate to set and disclose these).

There will remain a small number of targets that we will not be in a position to disclose for reasons of continuing sensitivity (e.g. we cannot provide details of exit strategies for certain assets as this is, and will remain, price sensitive as we could be inadvertently inviting bids for our assets at a 'known' minimum exit price based on what we have disclosed which we would want to avoid).

The areas of 2015 additional bonus disclosure we are committed to provide full retrospective disclosure on, as a minimum, in next year's Remuneration Report (since they will no longer be price sensitive) include:

   --    Stating the names of the acquired seismic data on which we completed our first inspection 
   --    The TRIR target and actual performance against it 
   --    Setting out the actual risked additions target versus the additions we made 

-- Stating the actual spend against the actual budgeted targets for cash flow, working capital and G&A

   --    Stating the actual divestment target for Mmboe 
   --    Stating the actual net G&A target and result 

Including the above, added to this year's full disclosures, would in effect provide full retrospective disclosure apart from asset exit strategies for the reasons noted above.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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