TIDMSEPL
RNS Number : 1732M
Seplat Energy PLC
19 May 2022
Seplat Energy PLC ("Seplat" or the "Company")
Results of the ninth Annual General Meeting
Lagos and London, 19 May 2022: Seplat Energy PLC announces that
at its Annual General Meeting held yesterday, Wednesday 18 May 2022
at 16a Temple Road (Olu Holloway), Ikoyi, Lagos, Nigeria, all
resolutions set out in the Notice of the Annual General Meeting put
to the Shareholders were duly passed by the requisite majority.
The results of each resolution voted by way of poll including
proxy votes lodged with the Company's Registrars are set out
below:
Votes FOR Votes AGAINST Votes Total Votes Cast
Withheld/ (excluding Votes
Abstain Withheld/Abstain)
Number % of Number % of Number Number % of
of shares of shares of shares of shares ISC
RESOLUTIONS shares voted shares voted For &
Against
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
Resolution 1 : To
receive the Audited
Financial Statements
of the Company for
the year ended 31 December
2021, together with
the Reports of the
Directors, Auditors
and the Statutory Audit
1. Committee thereon. 481,697,063 100% nil nil nil 481,697,063 82%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
Resolution 2 : To
declare a final dividend
recommended by the
Board of Directors
of the Company in respect
of the financial year
2. ended 31 December 2021. 481,696,013 100% nil nil nil 481,696,013 82%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
3. Resolution 3 : To Noted by Shareholders
re-appoint
PriceWaterhouseCoopers
("PWC") as Auditors
of the Company from
the conclusion of this
meeting until the
conclusion of the next
general meeting of
the Company at which
the Company's Annual
Accounts are laid.
-------------------------- -------------------------------------------------------------------------------------
Resolution 4 : To
authorise the Board
of Directors of the
Company to determine
the Auditors'
4 remuneration. 480,250,681 99.70% 1,446,383 0.30% nil 481,697,064 82%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5. Resolution 5 : To
elect/re-elect the
following Directors:
-------------------------- -------------------------------------------------------------------------------------
5(a)(i) : To approve
the appointment of
the following Directors:
Prof. Fabian Ajogwu,
SAN (Independent
Non-Executive
Director); 479,112,734 100% nil nil nil 479,112,734 81%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5(a)(ii) : To approve
the appointment of
the following Directors:
Mr. Bello Rabiu
(Independent
Non-Executive Director); 479,144,561 100% nil nil nil 479,144,561 81%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5(a)(iii) : To approve
the appointment of
the following Directors:
Dr. Emma FitzGerald
(Independent Non-Executive
Director); 479,144,561 100% nil nil nil 479,144,561 81%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5(a)(iv): To approve
the appointment of
the following Directors:
Mrs. Bashirat Odunewu
(Independent Non-Executive
Director); 479,112,734 100% nil nil nil 479,112,734 81%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5(a)(v): To approve
the appointment of
the following Directors:
Mr. Kazeem Raimi
(Non-Executive
Director); and 479,143,147 100% nil nil nil 479,143,147 81%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5(a)(vi): To approve
the appointment of
the following Directors:
Mr. Ernest Ebi
(Non-Executive
Director). 479,144,561 100% nil nil nil 479,144,561 81%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5(b)(i) : To re-elect
the following Directors
who are eligible for
retirement by rotation:
Mr. Basil Omiyi (Senior
Independent Non-Executive
Director) 380,460,893 79.51% 98,043,393 20.49% nil 478,504,286 81%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
5(b)(ii) : To re-elect
the following Directors
who are eligible for
retirement by rotation:
Dr. Charles Okeahalam
(Independent Non-Executive
Director). 372,797,582 79.18% 98,043,393 20.82% nil 470,840,975 80%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
6. Resolution 6 : To Noted by Shareholders
disclose the remuneration
of managers of the
Company
-------------------------- -------------------------------------------------------------------------------------
7 Resolution 7: To elect This was done by show of hands in line with the section
the shareholder 249(3) of the Companies and Allied Matters Act 2020 provisions.
representatives M embers of the Statutory Audit Committee comprising
of the Statutory three (3) shareholders elected representatives and two
Audit Committee. (2) Board nominated representatives were approved as
follows: (a) Chief Anthony Idigbe, SAN (Shareholder representative);
(b) Hajia Hauwa Umar (Shareholder Representative); (c)
Sir Sunday Nnamdi Nwosu (Shareholder Representative);
(d) Ms. Arunma Oteh, OON (Board Representative); and
(e) Mr. Olivier Cleret De Langavant (Board Representative).
-------------------------- -------------------------------------------------------------------------------------
Resolution 8 : To
approve the Remuneration
Section of the Directors'
Remuneration Report
set out in the Annual
Report and Accounts
for the year ended
8 31 December 2021 426,655,099 97.52% 10,862,581 2.48% 132,021 437,517,680 74%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
9 Resolution 9 : To
consider and, if thought
fit, to transact the
following
Special Business, which
will be proposed and
passed as Ordinary
Resolutions:
-------------------------- -------------------------------------------------------------------------------------
a) That the Company
be and is hereby
authorised
to take all steps
necessary
to comply with the
requirements of Section
124 of the Companies
and Allied Matters
Act 2020 and the Companies
Regulations 2021, as
it relates to unissued
shares forming part
of the authorised Share
Capital of the Company,
including the cancellation
of the unissued ordinary
shares of the Company. 423,861,306 96.85% 13,781,084 3.15% 342,434 437,642,390 74%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
b) That the Company
be and is hereby
authorised
to take all steps
necessary
to ensure that the
Memorandum and Articles
of Association of the
Company are altered
to comply with Resolution
9(a) above, including
replacing the provision
stating the authorised
share capital with
the issued share capital
of
the Company. 451,728,804 97.04% 13,760,944 2.96% 342,434 465,489,748 79%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
c) That the Company
be and is hereby
authorised
to enter into and execute
agreements, deeds,
notices or any other
documents and to perform
all acts and to do
all such other things
necessary for or
incidental
to giving effect to
Resolution 9(a) above,
including without
limitation,
appointing such
professional
parties, consultants
and advisers and complying
with the directives
of the regulatory
authorities. 436,273,948 99.69% 1,368,441 0.31% 342,434 437,642,389 74%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
d) That the Company
be and is hereby
authorised
to perform all acts
and to do all such
other things as may
be necessary for or
incidental to giving
effect to the above
resolutions, including
without limitation,
complying with the
directives of the
regulatory authorities. 479,590,834 99.72% 1,368,441 0.28% 342,434 480,959,275 82%
-------------------------- ------------ ---------- ------------ ------- ------------- -------------- -----
Notes:
1. In view of the current COVID-19 pandemic, Seplat obtained
approval from the Nigeria Corporate Affairs Commission to hold its
2021 Annual General Meeting (AGM) by proxy ONLY, which is in
accordance with the new Guidelines on Holding of AGM of Public
Companies taking advantage of Section 254 of the Companies and
Allied Matters Act (CAMA) 2020 using proxies. For the appointment
to be valid for the purposes of the Meeting, the Company made
arrangements at its cost for the stamping of the duly completed
proxy forms, which must be deposited at the office of the
Registrar.
2. In accordance with the Company's articles of association, on
a poll every member present in person or by proxy has one vote for
every share held. There were no restrictions on shareholders to
cast votes on any of the resolutions proposed at the AGM.
3. A "Vote Withheld" is not a vote in law and is not counted in
the calculation of the proportion of votes "For" or "Against" any
resolution nor in the calculation of the proportion of "Percentage
of ISC voted" for any resolution.
4. The percentage of votes "For" and "Against" any resolution is
expressed as a percentage of votes validly cast for that
resolution.
5. In accordance with Section 401 of CAMA, 2020, the retiring
Auditor shall be re-appointed without passing a resolution.
6. In accordance with Section 257 of CAMA 2020, full details on
the compensation of managers of the Company, set out on page 124 of
the 2021 Annual Report was disclosed to the members at the Annual
General Meeting.
7. In accordance with Section 404 (3) to (6) of the Nigerian
Companies and Allied Matters Act (CAMA) 2020, the election of the
statutory Audit Committee shareholder representative members is
conducted by a show of hands at the AGM rather than by poll and
proxy.
8. The Issued Share Capital ("ISC") at the time of the Annual
General Meeting was 588,444,561 shares denominated in Naira of 50
kobo per share. The proportion of "Percentage of ISC voted" for any
resolution is the total of votes "For" and "Against" in respect of
that resolution expressed as a percentage of the ISC.
9. In accordance with LR 9.6.2, copies of the relevant ordinary
and special resolutions passed at the meeting have been submitted
to the FCA's National Storage Mechanism and will shortly be
available to view at http://www.morningstar.co.uk/uk/NSM . The full
text of the resolutions passed at the Annual General Meeting can be
found in the Notice of Annual General Meeting, which is available
for inspection at the National Storage Mechanism and also on the
Company's website at http://www.seplatenergy.com .
- Ends -
Mrs. Edith Onwuchekwa
Director, Legal/Company Secretary
FOR: SEPLAT ENERGY PLC.
Enquiries
Seplat E nergy Plc +234 12 770 400
Emeka Onwuka, CFO
Edith Onwuchekwa, Company Secretary/General
Counsel
Carl Franklin, Head of Investor Relations
Chioma Nwachuku, Director, External Affairs
and Sustainability
FTI Consulting
Ben Brewerton / C hris Laing +44 (0) 203 727 1000
seplat@fticonsulting.com
Notes to editors
Seplat Energy Plc is Nigeria's leading indigenous energy
company. It is listed on the Premium Board of the Nigerian Exchange
(NGX: SEPLAT) and the Main Market of the London Stock Exchange
(LSE: SEPL). Seplat Energy is pursuing a Nigeria-focused growth
strategy and is well positioned to participate in future asset
divestments by international oil companies, farm-in opportunities,
and future licensing rounds. The Company is a leading supplier of
gas to the domestic power generation market. For further
information please refer to the Company website,
http://seplatenergy.com/
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