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/

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGALMFTMTTBBRT

(END) Dow Jones Newswires

May 19, 2022 12:31 ET (16:31 GMT)

Seplat Energy (LSE:SEPL)
Gráfica de Acción Histórica
De Jul 2022 a Ago 2022 Haga Click aquí para más Gráficas Seplat Energy.
Seplat Energy (LSE:SEPL)
Gráfica de Acción Histórica
De Ago 2021 a Ago 2022 Haga Click aquí para más Gráficas Seplat Energy.