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Seplat Petroleum Development Co PLC
21 May 2021
 

 

 

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

 

Results of the Annual General Meeting

 

Lagos and London, 21 May 2021: Seplat Petroleum Development Company Plc announces that at its Annual General Meeting held yesterday, Thursday 20 May 2021 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 2020 and the Audit Committee Report.

305,128,151

100%

nil

nil

205,071,052

305,128,151

51.9%

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 2020.

 

306,920,753

100%

nil

nil

203,278,450

 

306,920,753

52.2%

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.

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

4

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

 

304,287,269

99.14

2,633,484

0.86

203,278,450

306,920,753

52.2%

5.

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

 

 

5(a)(i): To approve the appointment of the following Directors: Mr. Emeka Onwuka, as an Executive Director the Company.

 

303,795,633

100%

nil

nil

206,403,570

303,795,633

51.6%

5(a)(ii): To approve the appointment of the following Directors: Ms. Arunma Oteh, OON as an Independent Non-Executive Director of the Company.

 

306,818,018

100%

nil

nil

203,381,185

306,818,018

52.1%

5(a)(iii): Mr. Xavier R. Rolet, KBE as an Independent Non-Executive Director

of the Company.

 

303,978,138

100%

nil

nil

206,221,065

303,978,138

51.7%

5(b)(i): To re-elect the following Directors who are eligible for retirement by rotation: Lord Mark Malloch-Brown (Independent Non-Executive Director).

 

306,766,600

100%

nil

nil

203,432,603

306,766,600

52.1%

5(b)(ii): To re-elect the following Directors who are eligible for retirement by rotation: Mr. Damian Dodo, SAN (Independent Non-Executive Director).

 

302,392,112

99.57

1,312,925

0.43

206,494,166

303,705,037

51.6%

6.

Resolution 6: To disclose the Remuneration of Managers of the Company.

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

7

Resolution 7: To elect the Shareholder Representatives of the Statutory Audit Committee.

 

Elections by show of hands

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 2020 (including the forward-looking Remuneration Policy).

 

306,921,252

100%

nil

nil

203,277,951

306,921,252

52.2%

9

Resolution 9: THAT in view of the Company's strategy of transitioning into an energy Company promoting renewable energy, sustainability, and new energy, that the name of the Company be changed from SEPLAT Petroleum Development Company Plc to "SEPLAT Energy Plc." and the Memorandum and Articles of the Company be amended to reflect the

change of name.

 

304,277,518

 

 

99.83

516,965

0.17

205,404,720

304,794,483

51.8%

10

Resolution 10: THAT in view of the newly enacted Companies and Allied Matters Act ("CAMA") 2020 and in accordance with section 53 of CAMA, that the Company's Memorandum and Articles of Association ("Memart") be amended by aligning all references to the sections of the Companies and Allied Matters Act, 2004 with the corresponding sections in CAMA 2020 and the successive Articles be renumbered serially.

 

306,920,748

100%

nil

nil

203,278,455

306,920,748

52.2%

11

Resolution 11: THAT a new Article 26 be and is hereby included to read as follows:

 

(26.1) "Subject to the provisions of the Act, the Company shall be entitled to purchase its own shares, including redeemable shares, provided that: (a) the shareholders shall, by special resolution, approve the acquisition by the Company of the shares that it intends to purchase; (b) only fully paid up shares of the Company may be purchased by the Company, and the terms of purchase shall provide for payment for the purchase; and (c) within seven (7) days after the passing of the special resolution referred to above, the Company shall publish in two (2) national newspapers, a notice of the proposed purchase by the Company of its own shares.

 

(26.2) Where the Company buys back its shares, payment for the share buyback shall be made from the distributable profits of the Company.

 

(26.3) The Company may buy back its shares: (a) from the existing shareholders or security holders on a proportionate basis; (b) from the existing shareholders in a manner permitted pursuant to a scheme of arrangement sanctioned by the court; from the open market; and (c) by purchasing the securities issued to employees of the Company pursuant to a scheme of stock option or any other similar scheme.

 

306,921,253

100%

nil

nil

203,277,950

306,921,253

52.2%

12

Resolution 12: THAT the Company Secretary be and is hereby authorised to take all necessary steps to give effect to the above resolutions.

 

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 

 

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 130 of the 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. The following Shareholder Representatives and Board Representatives were thereafter appointed as members of the Statutory Audit Committee: (a) Chief Anthony Idigbe, SAN (Shareholder Rep); (b) Sir Sunday Nnamdi Nwosu (Shareholder Rep); (c) Mrs. Hauwa Umar (Shareholder Rep); (d) Ms. Arunma Oteh, OON (Board Rep); and (e) Mr. Olivier Cleret De Langavant (Board Rep).  

 

8.         Resolution 12 authorizes the Board of Directors to implement all the resolutions duly approved by the Shareholders. 

 

9.         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.

 

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.seplatpetroleum.com.

 

- Ends -

 

Dated 21st May 2021.

Signed:

 

 

 

 

Mr. Emeka Onwuka

(Chief Financial Officer)

 

Enquiries

 

Seplat Petroleum Development Company Plc

+234 12 770 400

Emeka Onwuka, CFO

Edith Onwuchekwa, Director Legal/Company Secretary

Carl Franklin, Head of Investor Relations

 

Ayeesha Aliyu, Investor Relations

 

Chioma Nwachuku, Director, 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 energy 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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