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RNS Number : 3801O
Seplat Petroleum Development Co PLC
29 May 2020
 

Seplat Petroleum Development Company Plc ("Seplat" or the "Company")

 

Results of the Annual General Meeting

 

 

Lagos and London, 29th May 2020: Seplat Petroleum Development Company Plc announces that at its Annual General Meeting held yesterday, Thursday 28 May 2020 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/

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 issued share capital

1.

Resolution 1: To receive the Annual Accounts, Directors' Report, Auditors' Report for the year ended 31 December 2019 and the Audit Committee Report.

311,524,217

100

nil

nil

276,335

311,524,217

52.9 %

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 2019.

313,925,538

100

nil

nil

nil

313,925,538

53.3%

3.

Resolution 3: To 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.

313,925,548

100

nil

nil

nil

313,925,548

53.3%

4.

Resolution 4: To authorise the Board of Directors of the Company to determine the Auditors' remuneration.

313,925,538

100

nil

nil

nil

313,925,538

53.3%

5.

 

 

5a.

Resolution 5: To elect/re-elect the following Non-Executive Directors:

 

Resolution 5.a: To approve the appointment of the following Non-Executive Directors:

 

i) Madame Nathalie Delapalme as a Non-Executive Director of the Company; and

 

 

 

 

313,925,545

 

 

 

100

 

 

 

nil

 

 

 

nil

 

 

 

nil

 

 

 

313,925,545

 

 

 

53.3%

 

ii) Mr. Olivier Cleret De Langavant as a Non-Executive Director of the Company.

313,925,550

100

nil

nil

nil

313,925,550

53.3%

 

 

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 issued share capital

5b.

Resolution 5.b: To re-elect the following Directors who are eligible for retirement by rotation:

 

i)  Mr. Basil Omiyi (Independent Non-Executive Director) and

313,925,543

100

nil

nil

nil

313,925,543

53.3%

 

ii) Dr. Charles Okeahalam (Independent Non-Executive Director).

313,925,543

100

nil

nil

nil

313,925,543

53.3%

6.

Resolution 6: To elect members of the Audit Committee.

Elections by show of hands

 

 

Notes:

 

1.         In view of the current COVID-19 pandemic, Seplat obtained approval from the Nigeria Corporate Affairs Commission to hold its 2020 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 230 of the Companies and Allied Matters Act (CAMA) 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 225 (3) of the Nigerian Companies and Allied Matters Act (CAMA), 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.

 

6.         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.

 

7.         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.seplatpetroleum.com.

 

- Ends -

 

Enquiries

 

Seplat Petroleum Development Company Plc

 

Roger Brown, CFO

Edith Onwuchekwa, Company Secretary/Chief Governance Compliance Officer

Carl Franklin, Head of Investor Relations

+44 (0) 203 725 6500

Ayeesha Aliyu, Investor Relations

+234 12 770 400

Chioma Nwachuku, GM 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 oil and gas exploration and production 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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