Seplat Energy PLC ("Seplat" or the "Company")
Results of the Tenth Annual General Meeting
Lagos and London, 15 May 2023: Seplat Energy PLC announces that at its Annual General Meeting held virtually via
https://www.seplatenergy.com/agm-2023/ on Wednesday 10 May 2023, 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/ Abstain | Total Votes Cast (excluding Votes Withheld/Abstain) | |||
| |
RESOLUTIONS | Number of shares | % of shares voted | Number of shares | % of shares voted | Number of shares | Number of shares For & Against | % of ISC |
| 1. | Resolution 1: To receive the Audited Financial Statements of the Company for the year ended 31 December 2022, together with the Reports of the Directors, Auditors and the Statutory Audit Committee thereon. | 349,339,088 | 100% | nil | nil | nil | 349,339,088 | 59.36% |
| 2. | Resolution 2: To declare a final dividend recommended by the Board of Directors of the Company in respect of the financial year ended 31 December 2022. | 349,339,088 | 100% | nil | nil | nil | 349,339,088 | 59.36% |
| 3. | Resolution 3: To 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. | Noted by Shareholders | ||||||
| 4 | Resolution 4: To authorise the Board of Directors of the Company to determine the Auditors' remuneration. | 344,860,853 | 98.72% | 4,469,235 | 1.28% | nil | 349,330,086 | 58.60% |
| 5. | Resolution 5: To elect/re-elect the following Directors:
| | ||||||
| 5(a)(i): To approve the appointment of the following Directors: Mr. Samson Ezugworie as an Executive Director of the Company; | 349,339,088 | 100% | nil | nil | nil | 349,339,088 | 59.36% | |
| 5(a)(ii): Ms. Koosum Kalyan as an Independent Non-Executive Director of the Company; | 349,339,088 | 100% | nil | nil | nil | 349,339,088 | 59.36% | |
| 5(b)(i): To re-elect the following Directors who are eligible for retirement by rotation: Madame Nathalie Delapalme (Non-Executive Director); and | 349,329,412 | 99.999998% | 676 | 0.000002% | nil | 349,330,086 | 59.36% | |
| 5(b)(ii): To re-elect the following Directors who are eligible for retirement by rotation: Mr. Bello Rabiu (Independent Non-Executive Director). | 349,330,086 | 100% | nil | 100% | nil | 349,330,086 | 59.36% | |
| 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 Audit Committee. | This was done by electronic voting to represent 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 comprising three (3) Shareholders elected representatives and two (2) Board nominated representatives were approved as follows: (a) Hajia Hauwa Umar (Shareholder Representative); (b) Prof. Nornah Awoh (Shareholder Representative); (c) Mr. Adeyemi Abayomi (Shareholder Representative); (d) Mrs. Bashirat Odunewu (Board Representative); and (e) Mr. Kazeem Raimi (Board Representative). | ||||||
| 8 | 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 2022.
| 349,327,988 | 100% | nil | nil | nil | 349,327,988 | 59.36% |
Notes:
1. Further to the signing into law of the Business Facilitation (Miscellaneous Provisions) Act 2022, which allows public companies to hold meetings electronically, this AGM was held virtually. The virtual meeting link for the AGM is https://www.seplatenergy.com/agm-2023/ The virtual meeting is also available on the Company's website at www.seplatenergy.com .
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 112 of the 2022 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 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 Energy Plc | +234 12 770 400 |
| Emeka Onwuka, CFO Edith Onwuchekwa, Director, Legal/Company Secretary Carl Franklin, Head of Investor Relations | |
| Chioma Afe, Communications & External Affairs Directorate | |
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| FTI Consulting | |
| Ben Brewerton / Chris Laing | +44 (0) 203 727 1000 |
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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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