TIDMSEPL

RNS Number : 3054M

Seplat Energy PLC

20 May 2022

Seplat Energy PLC ("Seplat" or the "Company")

Correction - results of the ninth Annual General Meeting

This correction to RNS Number 1732M, issued at 17.31 on 19 May 2022, inserts a new note, note 9.

Lagos and London, 20 May 2022: Seplat Energy PLC announces that at its Annual General Meeting held on 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 disclose                                  Noted by Shareholders 
       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 
      representatives                              provisions. M embers of the Statutory Audit Committee 
      of the Statutory                           comprising three (3) shareholders elected representatives 
      Audit Committee.                           and two (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 31 
  8   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 Energy 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. The Company notes that although Resolutions 5(b)(i) and 5(b)(ii), concerning re-election of Directors, were passed with the necessary majorities (79.51% and 79.18% respectively), Resolution 5(b)(i) received 20.49% of votes against and Resolution 5(b)(ii) received 20.82% of votes against. Seplat Energy is committed to the highest standards of corporate governance and as contemplated by Section 1, Provision 4 of the UK Corporate Governance Code 2018, the Company will engage with the minority of shareholders who voted against these resolutions, to fully understand their views and the reasons for their votes. Additionally, the Company will, within six months of the AGM date (18 May 2022), provide an update on views received from shareholders and any actions that the Company has deemed necessary to allay any concerns expressed by those shareholders. Shareholders can contact the Company using the following email addresses: companysecretariat@seplatenergy.com or IR@seplatenergy.com or by contacting one of the officers listed below.

10. 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism . 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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