Seplat
Energy PLC
("Seplat" or the "Company")
Results
of the
Eleventh Annual General
Meeting
Lagos and London, 17 May 2024: Seplat Energy PLC announces that at its Annual General Meeting held
virtually via
https://www.seplatenergy.com/agm-2024/
yesterday, Thursday, 16 May 2024, 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 2023, together with the Reports of the Directors,
Auditors and the Statutory Audit Committee thereon.
|
303,969,252
|
100.00%
|
Nil
|
Nil
|
Nil
|
303,969,252
|
51.66%
|
|
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
2023.
|
307,446,996
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,446,996
|
52.25%
|
|
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.
|
307,385,471
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,385,471
|
52.24%
|
|
5.
|
Resolution 5a: To approve the
appointment of the following Directors:
|
|
|
5(a)(i): To approve the
appointment of Mr. Christopher Okeke as a Director of the
Company;
|
307,435,672
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,435,672
|
52.25%
|
|
5(a)(ii): To approve the
appointment of Mr. Udoma Udo Udoma as a Director of the
Company;
|
307,430,566
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,430,566
|
52.24%
|
|
5(a)(iii): To approve the
appointment of Mr. Babs Omotowa as a Director of the
Company;
|
307,382,294
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,382,294
|
52.24%
|
|
5(a)(iv): To approve the
appointment of Mrs. Eleanor Adaralegbe as an Executive Director of
the Company;
|
307,377,298
|
99.99%
|
100
|
0.00%
|
Nil
|
307,377,398
|
52.24%
|
|
|
Resolution 5b: To re-elect the
following Directors who are eligible for retirement by
rotation
|
|
|
|
5(b)(i): To re-appoint Dr. Emma
FitzGerald as a Director of the Company;
|
307,427,553
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,427,553
|
52.24%
|
|
|
5(b)(ii): To re-appoint Mrs.
Bashirat Odunewu as a Director of the Company;
|
307,430,544
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,430,544
|
52.24%
|
|
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
(Please see note 7).
|
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)
Mr. Abayomi Adeyemi (Shareholder Representative); (b) Mrs Hauwa
Umar (Shareholder Representative); (c) Mr. Nornah Awoh (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
2023 (including the forward-looking Remuneration
Policy).
|
307,423,469
|
100.00%
|
Nil
|
Nil
|
Nil
|
307,423,469
|
52.24%
|
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-2024/
The virtual meeting is 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 132 of the
2023 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.
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
|
|
Eleanor Adaralegbe, CFO
Designate
Edith Onwuchekwa, Director Legal
/Company Secretary
James Thompson, Head of Investor
Relations
|
|
|
Chioma Afe, Director, External
Affairs and Social Performance
|
|
|
|
|
|
FTI
Consulting
|
|
|
Ben Brewerton / Chris 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, https://seplatenergy.com/