PETROFAC LTD
Proposal 1
TO RECEIVE THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2019 AND THE RELATED AUDITOR'S REPORT (THE 2019 ANNUAL REPORT AND ACCOUNTS)
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2
TO DECLARE A FINAL DIVIDEND OF USD 0.253 PER SHARE RECOMMENDED BY THE DIRECTORS OF THE COMPANY (THE DIRECTORS) IN RESPECT OF THE YEAR ENDED 31 DECEMBER 2019
Caisse vote:
Withold
Applicable policy or principle:
PR_03
Proposal 3
TO APPROVE THE REMUNERATION POLICY REPORT, WHICH FORMS PART OF THE 2019 DIRECTORS' REMUNERATION REPORT , AS CONTAINED WITHIN THE 2019 ANNUAL REPORT AND ACCOUNTS
Caisse vote:
For
Applicable policy or principle:
PR_07_06
Proposal 4
TO APPROVE THE ANNUAL REPORT ON REMUNERATION, WHICH FORMS PART OF THE 2019 DIRECTORS' REMUNERATION REPORT, AS CONTAINED WITHIN THE 2019 ANNUAL REPORT AND ACCOUNTS
Caisse vote:
For
Applicable policy or principle:
PR_07_06
Proposal 5
TO RE-APPOINT RENE MEDORI, WHO OFFERS HIMSELF FOR RE-APPOINTMENT AS NON-EXECUTIVE CHAIRMAN
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 6
TO RE-APPOINT ANDREA ABT, WHO OFFERS HERSELF FOR RE-APPOINTMENT AS A NON-EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 7
TO RE-APPOINT SARA AKBAR, WHO OFFERS HERSELF FOR RE-APPOINTMENT AS A NON-EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 8
TO RE-APPOINT MATTHIAS BICHSEL, WHO OFFERS HIMSELF FOR RE-APPOINTMENT AS A NON-EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 9
TO RE-APPOINT DAVID DAVIES, WHO OFFERS HIMSELF FOR RE-APPOINTMENT AS A NON-EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 10
TO RE-APPOINT FRANCESCA DI CARLO, WHO OFFERS HERSELF FOR RE-APPOINTMENT AS A NON-EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 11
TO RE-APPOINT GEORGE PIERSON, WHO OFFERS HIMSELF FOR RE-APPOINTMENT AS A NON-EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 12
TO RE-APPOINT AYMAN ASFARI, WHO OFFERS HIMSELF FOR RE-APPOINTMENT AS AN EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 13
TO RE-APPOINT ALASTAIR COCHRAN, WHO OFFERS HIMSELF FOR RE-APPOINTMENT AS AN EXECUTIVE DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PR_05_01
Proposal 14
TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2021
Caisse vote:
For
Applicable policy or principle:
PR_06
Proposal 15
TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS
Caisse vote:
For
Applicable policy or principle:
PR_06
Proposal 16
THAT THE GENERAL AUTHORITY CONFERRED ON THE DIRECTORS BY ARTICLE 2.2 OF THE ARTICLES TO ALLOT ORDINARY SHARES BE AND IS HEREBY RESTRICTED TO AN AGGREGATE NOMINAL AMOUNT OF USD 2,306,084, COMPRISING ORDINARY SHARES OF USD 0.02 EACH, TOGETHER WITH ANY SHARES REQUIRED TO SATISFY AWARDS UNDER ANY EMPLOYEE SHARE SCHEME (AS DEFINED IN THE ARTICLES), PROVIDED THAT THIS RESTRICTION SHALL EXPIRE ON 15 AUGUST 2021 OR, IF EARLIER, AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2021, AND THE RESTRICTION IMPOSED ON THE DIRECTORS BY WAY OF AN ORDINARY RESOLUTION AT THE AGM HELD ON 3 MAY 2019 BE AND IS HEREBY REVOKED
Caisse vote:
For
Applicable policy or principle:
PR_14
Proposal 17
THAT THE DIRECTORS BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED IN ACCORDANCE WITH ARTICLE 2.16 OF THE ARTICLES TO ALLOT, WITHOUT RIGHTS OF PREEMPTION APPLYING, UP TO A NOMINAL AMOUNT OF USD 345,912 COMPRISING ORDINARY SHARES OF USD 0.02 EACH, TO WHICH ARTICLE 2.8 OF THE ARTICLES WOULD OTHERWISE APPLY, AS THEY IN THEIR ABSOLUTE DISCRETION SEE FIT IN ANY NUMBER OF TRANCHES. SUCH AUTHORITY TO EXPIRE ON 15 AUGUST 2021 OR, IF EARLIER, AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2021, EXCEPT THAT THE COMPANY MAY, AT ANY TIME PRIOR TO THE EXPIRY OF SUCH POWER, MAKE AN OFFER OR ENTER INTO AN AGREEMENT WHICH WOULD OR MIGHT REQUIRE ORDINARY SHARES TO BE ALLOTTED AFTER THE EXPIRY OF SUCH POWER. THE DIRECTORS MAY ALLOT ORDINARY SHARES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF SUCH POWER HAD NOT EXPIRED, AND THE POWER GRANTED BY WAY OF A SPECIAL RESOLUTION PASSED UNDER ARTICLE 2.16 OF THE ARTICLES AT THE AGM HELD ON 3 MAY 2019 BE AND IS HEREBY REVOKED
Caisse vote:
For
Applicable policy or principle:
PR_14
Proposal 18
THAT THE COMPANY BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO MAKE PURCHASES ON A STOCK EXCHANGE (WITHIN THE MEANING OF ARTICLE 57(4) OF THE COMPANIES (JERSEY) LAW 1991) OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, PROVIDED THAT: (A) THE MAXIMUM NUMBER OF ORDINARY SHARES HEREBY AUTHORISED TO BE PURCHASED IS 34,591,274 ORDINARY SHARES OF USD 0.02 EACH; (B) THE MINIMUM PRICE (EXCLUSIVE OF ANY EXPENSES) WHICH MAY BE PAID FOR ANY SUCH SHARE IS USD 0.02 PER SHARE; (C) THE MAXIMUM PRICE (EXCLUSIVE OF ANY EXPENSES) WHICH MAY BE PAID FOR ANY SUCH SHARE IS THE HIGHER OF: (I) AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH SHARE IS CONTRACTED TO BE PURCHASED AND (II) AN AMOUNT EQUAL TO THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE OF AN ORDINARY SHARE AND THE HIGHEST CURRENT INDEPENDENT BID FOR AN ORDINARY SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE TRADING SYSTEM (SETS); (D) THE AUTHORITY HEREBY CONFERRED SHALL EXPIRE ON 15 AUGUST 2021 OR, IF EARLIER, AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2021; (E) THE COMPANY MAY MAKE A CONTRACT FOR THE PURCHASE OF ORDINARY SHARES UNDER THIS AUTHORITY BEFORE THE EXPIRY OF THIS AUTHORITY, WHICH WOULD OR MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER THE EXPIRY OF SUCH AUTHORITY, AND MAY MAKE PURCHASES OF ORDINARY SHARES IN PURSUANCE OF SUCH A CONTRACT AS IF THIS AUTHORITY HAD NOT EXPIRED; THAT THE COMPANY BE AND IS HEREBY AUTHORISED TO HOLD THE ORDINARY SHARES SO PURCHASED AS TREASURY SHARES OF THE COMPANY
Caisse vote:
For
Applicable policy or principle:
PR_14
Proposal 19
THAT, PURSUANT TO ARTICLE 15.1 OF THE ARTICLES, PRIOR TO THE AGM OF THE COMPANY TO BE HELD IN 2021, A GENERAL MEETING OF THE COMPANY, OTHER THAN AN AGM, MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE
Caisse vote:
For
Applicable policy or principle:
PR_14