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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