TIDMSEPL
RNS Number : 4838Z
Seplat Petroleum Development Co PLC
21 May 2021
Seplat Petroleum Development Company Plc ("Seplat" or the "Company")
Results of the Annual General Meeting
Lagos and London, 21 May 2021: Seplat Petroleum Development
Company Plc announces that at its Annual General Meeting held
yesterday, Thursday 20 May 2021 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 issued
of shares of shares of shares of shares share
RESOLUTIONS shares voted shares voted For & capital
Against
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
Resolution 1 : To receive
the Annual Accounts,
Directors' Report,
Auditors'
Report for the year
ended 31 December 2020
and the Audit Committee
1. Report. 305,128,151 100% nil nil 205,071,052 305,128,151 51.9%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
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 2020. 306,920,753 100% nil nil 203,278,450 306,920,753 52.2%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
3. Resolution 3 : To appoint n/a n/a n/a n/a n/a n/a n/a
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. 304,287,269 99.14 2,633,484 0.86 203,278,450 306,920,753 52.2%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
5. Resolution 5 : To
elect/re-elect
the following Directors:
-------------------------- -----------------------------------------------------------------------------------------
5(a)(i) : To approve
the appointment of the
following Directors:
Mr. Emeka Onwuka, as
an Executive Director
the Company. 303,795,633 100% nil nil 206,403,570 303,795,633 51.6%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
5(a)(ii) : To approve
the appointment of the
following Directors:
Ms. Arunma Oteh, OON
as an Independent
Non-Executive
Director of the Company. 306,818,018 100% nil nil 203,381,185 306,818,018 52.1%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
5(a)(iii) : Mr. Xavier
R. Rolet, KBE as an
Independent Non-Executive
Director
of the Company. 303,978,138 100% nil nil 206,221,065 303,978,138 51.7%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
5(b)(i) : To re-elect
the following Directors
who are eligible for
retirement by rotation:
Lord Mark Malloch-Brown
(Independent Non-Executive
Director). 306,766,600 100% nil nil 203,432,603 306,766,600 52.1%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
5(b)(ii) : To re-elect
the following Directors
who are eligible for
retirement by rotation:
Mr. Damian Dodo, SAN
(Independent Non-Executive
Director). 302,392,112 99.57 1,312,925 0.43 206,494,166 303,705,037 51.6%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
6. Resolution 6 : To disclose n/a n/a n/a n/a n/a n/a n/a
the Remuneration of
Managers of the Company.
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
7 Resolution 7: To elect Elections by show of hands
the Shareholder
Representatives
of the Statutory Audit
Committee.
-------------------------- -----------------------------------------------------------------------------------------
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
December 2020 (including
the forward-looking
8 Remuneration Policy). 306,921,252 100% nil nil 203,277,951 306,921,252 52.2%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
Resolution 9 : THAT
in view of the Company's
strategy of transitioning
into an energy Company
promoting renewable
energy, sustainability,
and new energy, that
the name of the Company
be changed from SEPLAT
Petroleum Development
Company Plc to "SEPLAT
Energy Plc." and the
Memorandum and Articles
of the Company be amended
to reflect the
9 change of name. 304,277,518 99.83 516,965 0.17 205,404,720 304,794,483 51.8%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
Resolution 10 : THAT
in view of the newly
enacted Companies and
Allied Matters Act
("CAMA")
2020 and in accordance
with section 53 of CAMA,
that the Company's
Memorandum
and Articles of
Association
("Memart") be amended
by aligning all references
to the sections of the
Companies and Allied
Matters Act, 2004 with
the corresponding sections
in CAMA 2020 and the
successive Articles
10 be renumbered serially. 306,920,748 100% nil nil 203,278,455 306,920,748 52.2%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
Resolution 11 : THAT
a new Article 26 be
and is hereby included
to read as follows:
(26.1) "Subject to the
provisions of the Act,
the Company shall be
entitled to purchase
its own shares, including
redeemable shares,
provided
that: (a) the shareholders
shall, by special
resolution,
approve the acquisition
by the Company of the
shares that it intends
to purchase; (b) only
fully paid up shares
of the Company may be
purchased by the Company,
and the terms of purchase
shall provide for payment
for the purchase; and
(c) within seven (7)
days after the passing
of the special resolution
referred to above, the
Company shall publish
in two (2) national
newspapers, a notice
of the proposed purchase
by the Company of its
own shares.
(26.2) Where the Company
buys back its shares,
payment for the share
buyback shall be made
from the distributable
profits of the Company.
(26.3) The Company may
buy back its shares:
(a) from the existing
shareholders or security
holders on a proportionate
basis; (b) from the
existing shareholders
in a manner permitted
pursuant to a scheme
of arrangement sanctioned
by the court; from the
open market; and (c)
by purchasing the
securities
issued to employees
of the Company pursuant
to a scheme of stock
option or any other
11 similar scheme. 306,921,253 100% nil nil 203,277,950 306,921,253 52.2%
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
12 Resolution 12 : THAT n/a n/a n/a n/a n/a n/a n/a
the Company Secretary
be and is hereby
authorised
to take all necessary
steps to give effect
to the above resolutions.
-------------------------- ------------ --------- ---------- ------- -------------- ------------- ------------
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 130 of
the 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. The following Shareholder Representatives and Board
Representatives were thereafter appointed as members of the
Statutory Audit Committee: (a) Chief Anthony Idigbe, SAN
(Shareholder Rep); (b) Sir Sunday Nnamdi Nwosu (Shareholder Rep);
(c) Mrs. Hauwa Umar (Shareholder Rep); (d) Ms. Arunma Oteh, OON
(Board Rep); and (e) Mr. Olivier Cleret De Langavant (Board
Rep).
8. Resolution 12 authorizes the Board of Directors to implement
all the resolutions duly approved by the Shareholders.
9. 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.
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.seplatpetroleum.com .
- Ends -
Dated 21(st) May 2021.
Signed:
Mr. Emeka Onwuka
(Chief Financial Officer)
Enquiries
Seplat Petroleum Development Company Plc +234 12 770 400
Emeka Onwuka, CFO
Edith Onwuchekwa, Director Legal/Company
Secretary
Carl Franklin, Head of Investor Relations
Ayeesha Aliyu, Investor Relations
Chioma Nwachuku, Director, External Affairs
& Communications
FTI Consulting
Ben Brewerton / Sara Powell +44 (0) 203 727 1000
seplat@fticonsulting.com
Notes to editors
Seplat Petroleum Development Company Plc is a leading indigenous
Nigerian energy company with a strategic focus on Nigeria, listed
on the Main Market of the London Stock Exchange ("LSE") (LSE:SEPL)
and Nigerian Stock Exchange ("NSE") (NSE:SEPLAT). For further
information please refer to the Company website,
http://seplatpetroleum.com/
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