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| Date | 20 May 2022 |
| Time | 13:30:35 |
| Category | AGMs and other meetings |
| ID | 3054M |
Seplat Energy PLC ("Seplat" or the "Company")
Correction - results of the ninth Annual General Meeting
This correction to RNS Number 1732M, issued at 17.31 on 19 May 2022, inserts a new note, note 9.
Lagos and London, 20 May 2022: Seplat Energy PLC announces that at its Annual General Meeting held on 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:
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Votes FOR |
Votes AGAINST |
Votes Withheld/ Abstain |
Total Votes Cast (excluding Votes Withheld/Abstain) |
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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 2021, together with the Reports of the Directors, Auditors and the Statutory Audit Committee thereon. |
481,697,063 |
100% |
nil |
nil |
nil |
481,697,063 |
82% |
|
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 2021. |
481,696,013 |
100% |
nil |
nil |
nil |
481,696,013 |
82% |
|
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 |
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4 |
Resolution 4: To authorise the Board of Directors of the Company to determine the Auditors' remuneration. |
480,250,681 |
99.70% |
1,446,383 |
0.30% |
nil |
481,697,064 |
82% |
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5. |
Resolution 5: To elect/re-elect the following Directors:
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5(a)(i): To approve the appointment of the following Directors: Prof. Fabian Ajogwu, SAN (Independent Non-Executive Director); |
479,112,734 |
100% |
nil |
nil |
nil |
479,112,734 |
81% |
|
|
5(a)(ii): To approve the appointment of the following Directors: Mr. Bello Rabiu (Independent Non-Executive Director); |
479,144,561 |
100% |
nil |
nil |
nil |
479,144,561 |
81% |
|
|
5(a)(iii): To approve the appointment of the following Directors: Dr. Emma FitzGerald (Independent Non-Executive Director);
|
479,144,561 |
100% |
nil |
nil |
nil |
479,144,561 |
81% |
|
|
5(a)(iv): To approve the appointment of the following Directors: Mrs. Bashirat Odunewu (Independent Non-Executive Director); |
479,112,734 |
100% |
nil |
nil |
nil |
479,112,734 |
81% |
|
|
5(a)(v): To approve the appointment of the following Directors: Mr. Kazeem Raimi (Non-Executive Director); and |
479,143,147 |
100% |
nil |
nil |
nil |
479,143,147 |
81% |
|
|
5(a)(vi): To approve the appointment of the following Directors: Mr. Ernest Ebi (Non-Executive Director). |
479,144,561 |
100% |
nil |
nil |
nil |
479,144,561 |
81% |
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5(b)(i): To re-elect the following Directors who are eligible for retirement by rotation: Mr. Basil Omiyi (Senior Independent Non-Executive Director) |
380,460,893 |
79.51% |
98,043,393 |
20.49% |
nil |
478,504,286 |
81% |
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5(b)(ii): To re-elect the following Directors who are eligible for retirement by rotation: Dr. Charles Okeahalam (Independent Non-Executive Director). |
372,797,582 |
79.18% |
98,043,393 |
20.82% |
nil |
470,840,975 |
80% |
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6. |
Resolution 6: To disclose the remuneration of managers of the Company |
Noted by Shareholders |
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7 |
Resolution 7: To elect the shareholder representatives of the Statutory Audit Committee. |
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 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).
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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 2021
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426,655,099 |
97.52% |
10,862,581 |
2.48% |
132,021 |
437,517,680 |
74% |
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9 |
Resolution 9: To consider and, if thought fit, to transact the following Special Business, which will be proposed and passed as Ordinary Resolutions: |
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a) That the Company be and is hereby authorised to take all steps necessary to 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. |
423,861,306 |
96.85% |
13,781,084 |
3.15% |
342,434 |
437,642,390 |
74% |
|
b) That the Company be and is hereby authorised to take all steps necessary to 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.
|
451,728,804 |
97.04% |
13,760,944 |
2.96% |
342,434 |
465,489,748 |
79% |
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c) That the Company be and is hereby authorised to enter into and execute 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. |
436,273,948 |
99.69% |
1,368,441 |
0.31% |
342,434 |
437,642,389 |
74% |
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d) That the Company be and is hereby authorised to perform all acts and to do 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. |
479,590,834 |
99.72% |
1,368,441 |
0.28% |
342,434 |
480,959,275 |
82% |
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Notes:
1. In view of the current COVID-19 pandemic, Seplat Energy 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. The Company notes that although Resolutions 5(b)(i) and 5(b)(ii), concerning re-election of Directors, were passed with the necessary majorities (79.51% and 79.18% respectively), Resolution 5(b)(i) received 20.49% of votes against and Resolution 5(b)(ii) received 20.82% of votes against. Seplat Energy is committed to the highest standards of corporate governance and as contemplated by Section 1, Provision 4 of the UK Corporate Governance Code 2018, the Company will engage with the minority of shareholders who voted against these resolutions, to fully understand their views and the reasons for their votes. Additionally, the Company will, within six months of the AGM date (18 May 2022), provide an update on views received from shareholders and any actions that the Company has deemed necessary to allay any concerns expressed by those shareholders. Shareholders can contact the Company using the following email addresses: [email protected] or [email protected] or by contacting one of the officers listed below.
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.seplatenergy.com.
- Ends -
Mrs. Edith Onwuchekwa
Director, Legal/Company Secretary
For: Seplat Energy PLC.
Enquiries
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Seplat Energy Plc |
+234 12 770 400 |
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Emeka Onwuka, CFO Edith Onwuchekwa, Company Secretary/General Counsel Carl Franklin, Head of Investor Relations |
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Chioma Nwachuku, Director, External Affairs and Sustainability |
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FTI Consulting |
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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/