Last checked at 29 May 2020 13:00
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 |
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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 |
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FTI Consulting |
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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/