REG - Seplat Energy PLC - Results of the ninth Annual General Meeting

Seplat EnergyAnnouncement

19/05/2022 17:45

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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 Withheld/  Total Votes Cast (excluding Votes

                                                                                                                                                        Abstain          Withheld/Abstain)
                                                                                      Number        % of shares voted  Number        % of shares voted  Number             Number            % of ISC

                                                                                      of shares                        of shares                        of shares         of shares

     RESOLUTIONS                                                                                                                                                         For & Against
 1.  Resolution 1:  To receive the Audited Financial Statements of the Company for    481,697,063   100%               nil           nil                nil              481,697,063         82%
     the year ended 31 December 2021, together with the Reports of the Directors,
     Auditors and the Statutory Audit Committee thereon.
 2.  Resolution 2: To declare a final dividend recommended by the Board of            481,696,013   100%               nil           nil                nil              481,696,013         82%
     Directors of the Company in respect of the financial year ended 31 December
     2021.
 3.  Resolution 3: To re-appoint PriceWaterhouseCoopers ("PWC") as Auditors of the    Noted by Shareholders
     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.
 4   Resolution 4: To authorise the Board of Directors of the Company to determine    480,250,681   99.70%             1,446,383     0.30%              nil              481,697,064         82%
     the Auditors' remuneration.
 5.  Resolution 5: To elect/re-elect the following Directors:

     5(a)(i): To approve the appointment of the following Directors: Prof. Fabian     479,112,734   100%               nil           nil                nil              479,112,734         81%
     Ajogwu, SAN (Independent Non-Executive Director);
     5(a)(ii): To approve the appointment of the following Directors: Mr. Bello       479,144,561   100%               nil           nil                nil              479,144,561         81%
     Rabiu (Independent Non-Executive Director);
     5(a)(iii): To approve the appointment of the following Directors:  Dr. Emma      479,144,561   100%               nil           nil                nil              479,144,561         81%
     FitzGerald (Independent Non-Executive Director);

     5(a)(iv): To approve the appointment of the following Directors:  Mrs.           479,112,734   100%               nil           nil                nil              479,112,734         81%
     Bashirat Odunewu (Independent Non-Executive Director);
     5(a)(v): To approve the appointment of the following Directors:  Mr. Kazeem      479,143,147   100%               nil           nil                nil              479,143,147         81%
     Raimi (Non-Executive Director); and
     5(a)(vi): To approve the appointment of the following Directors:  Mr. Ernest     479,144,561   100%               nil           nil                nil              479,144,561         81%
     Ebi (Non-Executive Director).
     5(b)(i): To re-elect the following Directors who are eligible for retirement     380,460,893   79.51%             98,043,393    20.49%             nil              478,504,286         81%
     by rotation: Mr. Basil Omiyi (Senior Independent Non-Executive Director)
     5(b)(ii): To re-elect the following Directors who are eligible for retirement    372,797,582   79.18%             98,043,393    20.82%             nil              470,840,975         80%
     by rotation: Dr. Charles Okeahalam (Independent Non-Executive Director).
 6.  Resolution 6: To disclose the remuneration of managers of the Company            Noted by Shareholders
 7   Resolution 7: To elect the shareholder representatives of the Statutory          This was done by show of hands in line with the section 249(3) of the

                                                                                Companies and Allied Matters Act 2020 provisions. Members of the Statutory
     Audit Committee.                                                                 Audit Committee comprising three (3) shareholders elected representatives 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).

 8   Resolution 8: To approve the Remuneration Section of the Directors'              426,655,099   97.52%             10,862,581    2.48%              132,021          437,517,680         74%
     Remuneration Report set out in the Annual Report and Accounts for the year
     ended 31 December 2021

 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   423,861,306   96.85%             13,781,084    3.15%              342,434          437,642,390         74%
     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.
     b) That the Company be and is hereby authorised to take all steps necessary to   451,728,804   97.04%             13,760,944    2.96%              342,434          465,489,748         79%
     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.

     c) That the Company be and is hereby authorised to enter into and execute        436,273,948   99.69%             1,368,441     0.31%              342,434          437,642,389         74%
     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.
     d) That the Company be and is hereby authorised to perform all acts and to do    479,590,834   99.72%             1,368,441     0.28%              342,434          480,959,275         82%
     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.

 

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 (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 (http://www.seplatenergy.com) .

 

- Ends -

 

 

Mrs. Edith Onwuchekwa

Director, Legal/Company Secretary

FOR: SEPLAT ENERGY PLC.

 

 

 

    Enquiries

 

 Seplat Energy 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 / Chris Laing                                     +44 (0) 203 727 1000
                                                                 seplat@fticonsulting.com (mailto: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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