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/
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
RAGSESFESEESEFI
(END) Dow Jones Newswires
May 20, 2022 08:30 ET (12:30 GMT)
Seplat Energy (LSE:SEPL)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Seplat Energy (LSE:SEPL)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
