Seplat Energy Plc (LON:SEPL)
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May 1, 2026, 4:35 PM GMT
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AGM 2025

May 14, 2025

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Good morning, distinguished ladies and gentlemen. I welcome all of you to the 12th Annual General Meeting of Seplat Energy. Based on the information provided by the registrars and confirmed by the company secretary, there is a quorum for this Annual General Meeting. It is my pleasure to hereby declare the meeting open. Before we commence the business for today, can we have the national anthem?

Speaker 17

Nigeria, we hail thee our alternative land. Good tribe, Editha, in brotherhood we stand. Nigeria's old and proud to serve a sovereign motherland. Our flag shall be the symbol that truth and justice ring. In peace, O battle honor, and this we count our sting. To have unto our children a banner without stain. O God of all creation, grant peace our warm request. Help us to build our nation where no man is oppressed. And so with peace and plenty, Nigeria may be blessed.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Before we commence the business for today, may I kindly call on a shareholder to lead us in opening prayer? Can we have Pastor Alex Adu? Are you there?

Speaker 18

In the name of Jesus. Almighty God, we thank you for our nation, called Nigeria. We thank you for another day like this to consider the stage of our company, Seplat Energy. Lord, I pray that at this meeting we take our total control. Pray, Lord God, that our organization, that we enhance the growth of this community more in the name of Jesus. At the end of the whole SSS, Lord, we'll return to say thank you. Thank you, Lord, because you are good. In Jesus' name, I pray.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Pastor Adu. Distinguished shareholders, this meeting is being held virtually in compliance with the Business Facilitation Miscellaneous Provisions Act that was passed into law on the 8th of February, 2023. This act is aimed at promoting the ease of doing business, enhancing productivity, and ensuring transparency in Nigeria. Section 11 of the Business Facilitation Act amended Section 240, Subsection 2 of the Companies and Allied Matters Act, 2020, thereby empowering public companies to hold their annual general meetings electronically. The link for this meeting was published in the notice of this meeting. It is also available on the company's website. Kindly note that this AGM is being streamed live and can be viewed by all in real time. We would like to assure all our distinguished shareholders that the proceedings for this meeting will be conducted in a timely manner.

Dear shareholders, as you may have become aware from media sources, on Wednesday, the 2nd of April, there was a press release from the State House to the effect that President Tinubu had approved the reconstitution of the board of the Nigerian National Petroleum Company Limited, NNPC. Of particular significance to us in Seplat was that two of our then-independent directors, Dr. Bello Rabiu, our immediate past Senior Independent Non-Executive Director, and Mr. Babs Omotowa, were appointed by President Tinubu to the board of NNPC. This development is a clear recognition of the high regard the industry and the Nigerian government have for members of our board. We congratulate Mr. Rabiu and Mr. Omotowa on their appointment. We thank both of them for their immense and invaluable contribution to the board of Seplat Energy. Both Mr. Rabiu and Mr.

Omotowa devoted a good deal of their time, their knowledge, and their wealth of experience to the growth and progress of our great company for which we are very grateful. We wish both of them a successful tenure on the board of NNPC. Further to the exit of Mr. Rabiu from the board, the board has now designated Mrs. Bashirat Odunewu to succeed Mr. Rabiu as Senior Independent Non-Executive Director. This was by way of explanation for why we did not have either Mr. Rabiu or Mr. Omotowa with us. Consequently, on their appointment to the board of NNPC, they resigned from the board of Seplat. I will now proceed to introduce members of the board of Seplat Energy as follows. Firstly, Mr. Roger Brown, Chief Executive Officer. Mr. Samson Ezugworie, Chief Operating Officer. Mrs. Eleanor Adaralegbe, Chief Financial Officer. Mrs. Bashirat Odunewu, Senior Independent Non-Executive Director. Mr.

Olivier de Langavant, Non-Executive Director. Mr. Ernest Ebi, Non-Executive Director. Mr. Kazeem Raimi, Non-Executive Director. Madame Nathalie De la palme, Non-Executive Director. Dr. Emma FitzGerald, Independent Non-Executive Director. Ms. Koosum Kalyan, Independent Non-Executive Director. Mr. Christopher Okeke, Independent Non-Executive Director. There is myself, Udoma Udo Udoma, your Chairman. Also in the meeting is the Company Secretary and Director of Legal, Mrs. Edith Onwuchekwa. We also have representatives from our regulators and professional bodies as follows. From the Nigerian Exchange Limited, we have Ms. Brenda Duke. We have Mr. Graham Omenka from the Securities and Exchange Commission. From the Corporate Affairs Commission, we have Mr. Justine Nidia. We also have Mr. Pedro Omontuemhen, who is a representative from our external auditors, PwC. We have our Nigerian registrars, Datamax Registrars Limited. We also have our U.K. registrars, Computershare Investor Services PLC.

In our midst, we have the shareholder members of the Statutory Audit Committee for the year 2024 as follows: Mr. Abayomi Adeyemi, who is a shareholder representative and the Committee Chairman; Mrs. Hawa Umar, shareholder representative; and Mr. Nona Awo, also a shareholder representative. Dear shareholders, to facilitate the smooth and effective conduct of this meeting, we appeal to everyone to kindly observe the following rules of engagement. If you wish to speak, indicate by clicking on the raised hand icon. When called upon to speak, kindly state your name, your surname, and keep your comments and questions brief so as to ensure that other people are given a fair opportunity to also participate. If you encounter any issues during this meeting, simply click on the chat box, and our representatives will be on hand to assist you.

For ease of reference, the Register of Directors shareholding and record of attendance, as well as the annual reports, are available on the company's website. Please note that there will be an opportunity to second each resolution that I put to the meeting. I will now call on the Company Secretary to read the notice of the meeting.

Edith Onwuchekwa
Company Secretary, Seplat Energy Plc

Thank you, Mr. Chairman. Dear ladies and gentlemen, the notice of this meeting is on page 297 of the 2024 Annual Report and is accompanied by the list of unclaimed dividends. The notice was published in the following two national dailies: the Business Day newspaper dated 14 April 2025 and the Leadership newspaper dated 15 April 2025. In accordance with Section 246 of CAMA 2020, I will now read the notice. Notice is hereby given that the 12th Annual General Meeting of Seplat Energy, the company, will be held virtually on Wednesday, 14 May 2025, at 11:00 A.M. to transact the following business.

Ordinary business: one, to receive the audited financial statements of the company for the year ended 31 December 2024, together with the reports of the directors, auditors, and the Statutory Audit Committee thereon. Two, to declare a final dividend recommended by the board of directors of the company in respect of the financial year ended 31 December 2024. Three, to reappoint 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. Four, to authorize the board of directors of the company to determine the auditor's remuneration. Five, to reelect the following directors who are eligible for retirement by rotation: one, Ms.

Koosum Kalyan, Independent Non-Executive Director, two, Madame Natalie de la Palme, Non-Executive Director, six, to disclose the remuneration of managers of the company, seven, to elect the shareholder representatives of the Statutory Audit Committee.

Special business: to consider and, if thought fit, to transact the following special business, which will be proposed and passed as an ordinary resolution. Eight, that the remuneration section of the directors' remuneration report set out in the annual report and accounts for the year ended 31 December 2024 be and is hereby approved. Nine, that the issued share capital of the company be and is hereby increased from NGN 294,222,280.50, divided into 588,544,561 ordinary shares NGN 0.50 each, up to NGN 299,972,280.50 only, divided into 599,944,561 ordinary shares NGN 0.50 each by the creation of up to 11,500,000 additional ordinary shares NGN 0.50 each, ranking pari passu with the existing ordinary shares of the company, and that the board be and is hereby authorized to issue and allot the shares to Standard Bank IBTC Trustees Limited, the trustees for the shares under the company's Long-Term Incentive Plan, LTIP, and to procure the listing and admission to trading of the issued shares on the official list of the Nigerian Exchange Limited and the London Stock Exchange.

Ten, that the company's memorandum and articles of association be and are hereby amended to reflect the new share capital of NGN 299,972,280.50, divided into 599,944,561 ordinary shares NGN 0.50 by the creation and addition of 11,500,000 ordinary shares NGN 0.50, ranking pari passu with the existing ordinary shares of the company, and that any amendments required to be made to the memorandum and articles of association of the company as a result of the foregoing resolutions be approved. That the board be and is hereby authorized to take all necessary steps to give effect to the above resolutions. Copies of the annual report and accounts for Seplat Energy for the financial year ended 31st December 2024 have been mailed to the shareholders and is available on the company's website, www.seplatenergy.com.

Printed versions can also be obtained by contacting Datamax Registrars in Nigeria at 2C Gbagada Expressway by Beko Ransome-Kuti Park , Gbagada, Lagos. Telephone: +234 1 712 0012, or Computershare Investor Services in the U.K. on telephone +44 370 703 6101 by order of the board. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Mrs. Onwuchekwa, for reading the notice of meeting. In line with Section 248 of CAMA and following the demand for poll, the resolutions for this meeting will be taken by poll, except for the resolution for the election of members of the Statutory Audit Committee, which shall be conducted electronically, reflecting show of hands, and the resolution for the reappointment of auditors, which does not require voting. Proxy forms duly submitted to the registrars prior to this meeting have been collated by the registrars, indicating that some shareholders have already voted on the resolutions. Distinguished shareholders, it is now time to read the Chairman's statement. Now, my statement is on pages two to three of the 2024 Annual Reports, copies of which have been circulated to everyone.

With your kind permission and in accordance with our usual practice, do I have your permission to consider my full statement as read?

Speaker 8

I move that it's taken as read, Mr. Chairman. Eric Akinduro is the name.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much. Thank you. Thank you very much. You all have my statement, and it's taken as read. However, permit me to highlight a few aspects of that statement. The first has to do with the completion of the acquisition of Mobil Producing Nigeria Unlimited. It will be recalled that at our last AGM, there were very many questions asked about the acquisition. In response to the questions, we had indicated that we were working very hard and were optimistic that we would be able to complete the transaction soon. As you all now know, this was finally concluded on the 12th of December 2024. On that date, we completed our acquisition of the entire share capital of Mobil Producing Nigeria Unlimited.

This acquisition had a closing cash consideration of $800 million at completion and was funded entirely from cash and from new and available debt facilities with no dilution of your shareholdings. Merging the business, which we now call Seplat Energy Producing Nigeria Unlimited with Seplat Energy, has created a Nigerian energy powerhouse with a pro forma production of 118,000 barrels of oil equivalent per day in 2024 and a pro forma combined reserves of 886 million barrels of oil equivalent. This is an increase of 85% on the reserves that were reported at the beginning of the year. Distinguished shareholders, as you can see from our annual reports, 2024 was a good year for your company.

We delivered a year of strong production with revenues again over a billion dollars at $1.116 billion, operating cash flows of $383 million, and adjusted EBITDA of $539 million. Shareholders, these improved operations were delivered with a very good safety record. As our report indicates, we achieved over 11 million man-hours without any lost time injury. Shareholders, you'd also be happy to hear we are proposing a final dividend of $0.036 per share, as well as a special dividend of $0.033 per share, bringing our total dividend for the year to $0.165 per share. We are very optimistic about our future. The newly enlarged Seplat Energy is a larger, a stronger, a more diverse group. We are committed to continue to invest to further increase the value of our assets for the benefit of our stakeholders.

Thank you very much. Ladies and gentlemen, we will now proceed to the first item on the agenda, which is to receive the company's 2024 Annual Reports and Accounts, the Director's Report, the Auditor's Report for the year ended 31st December 2024, and the Audit Committee Report. The company's 2024 Annual Reports and Accounts, including the Director's Report, have been circulated to all of you ahead of this meeting. I hereby lay before this meeting—this is it—I lay before this meeting the 2024 Annual Reports and Accounts, together with the reports of the directors, the auditors, and the Statutory Audit Committee. Being cognizant of time constraints, and with your permission, may I consider the 2024 Annual Reports and Accounts, including the Director's Report, as duly read? Will a shareholder kindly receive and adopt the reading of the report on behalf of the meeting? Do you see that? Who is that?

Faruk, okay. I'd like to call on Alhaji Faruk Umar.

Faruk Umar
Director, Nigerian Exchange Group

Mr. Chairman, I hereby move the motion that we receive the reports of the directors, auditors, and the Statutory Audit Committee. Thank you.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Alhaji Faruk Umar, for receiving and adopting the reading of the annual report. In line with Section 388, Subsection 2 of CAMA, I will now call on Mr. Pedro Omontuemhen from PwC to present their report for the year ended 31 December 2024.

Pedro Omontuemhen
Partner, PwC

Thank you, Mr. Chairman. Thank you for our reports. We have two reports. They are on pages 159 to 165. There is a report on both the consolidated and separate financial statements and the report on the internal controls. If you will allow me, Mr. Chairman, following existing protocol, I'll just read the summary of this report, sir.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Okay.

Pedro Omontuemhen
Partner, PwC

Okay.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Please go ahead.

Pedro Omontuemhen
Partner, PwC

Thank you, sir. On page 159, in our opinion, the consolidated financial statements and separate financial statements give a true and fair view of the consolidated and separate financial position of Seplat Energy, the company, and its subsidiaries together, the group, as at 31st December 2024, and of their consolidated and separate financial performance and their consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, IFRS Accounting Standards, and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria amended Act 2023. What have we added?

Seplat Energy consolidated financial statements and separate financial statements comprise the consolidated statement of profit or loss and other comprehensive income for the year ended 31st December 2024, the consolidated statement of financial position as at 31st December 2024, the consolidated statement of changes in equity for the year that ended, the consolidated statement of cash flows for the year that ended, the notes to the consolidated financial statements, which include a summary of material accounting policies, the separate statement of profit or loss and other comprehensive income for the year ended 31st December 2024, the separate statement of financial position as at 31st December 2024, the separate statement of changes in equity for the year that ended, the separate statement of cash flows for the year that ended, the notes to the separate financial statements, which includes a summary of material accounting policies.

On page 163, it's where I will summarize page 163, reports on other legal and regulatory requirements. The Companies and Allied Matters Act requires that in carrying out our audit, we consider and report to you on the following matters. We confirm that, number one, we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. Number two, the company has kept proper books of accounts so far as appears from our examination of those books, and returns adequate for our audit have been received from locations not visited by us. Number three, the company's statement of financial position and statement of profit or loss and other comprehensive incomes are in agreement with the books of accounts and returns.

In accordance with requirements of the Financial Reporting Council, we performed a limited assurance engagement and report on management assessment of Seplat Energy's internal controls over financial reporting as of 31st December 2024. The work performed was done in accordance with the Financial Reporting Council guidance on assurance engagement report on internal controls over financial reporting issued by the Financial Reporting Council of Nigeria, and we have issued an unqualified opinion in our report dated 4th March 2025. This opinion has been signed by me, Pedro Omontuemhen on behalf of PricewaterhouseCoopers. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Mr. Omontuemhen . I would now like to call on the Chairman of the Statutory Audit Committee, Mr. Abayomi Adeyemi, to present the report of the committee to the shareholders. Thank you.

Speaker 9

Thank you very much, Chairman. Good morning, fellow shareholders. The Statutory Audit Committee report for the year ended 31st December 2024 is on page 154 of the Integrated Annual Reports and Accounts, and I read, "To the members of Seplat Energy, in accordance with the provisions of Section 404, Subsection 7 of the Companies and Allied Matters Act, 2020, we, the members of the Audit Committee of Seplat Energy, hereby report on the financial statements of the group for the year ended 31st December 2024 as follows: One, that the scope and plan of the audit for the year ended December 2024 were adequate. Two, that we have reviewed the financial statements and are satisfied with the explanations and comments obtained.

Three, we have reviewed the external auditor's management letter for the year and are satisfied with the management's responses and that management has taken appropriate steps to address the issues raised by the auditors. Four, that we are of the opinion that the accounting and reporting policies of the company are in accordance with legal requirements and ethical practices. The external auditors confirmed having received full cooperation from the company's management in the course of the statutory audit and that the scope of their work was not restricted in any way. Signed on behalf of the committee by myself, Abayomi Adeyemi, on the 4th of March 2025. The other members of the committee are Mrs. Hawa Umar and Mr. Nona Awo, who were also shareholder members, and Mrs. Bashirat Odunewu, an independent non-executive director, as well as Mr. Kazim Rahim, a non-executive director. Thank you very much.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Mr. Adeyemi, for presenting the report of the Statutory Audit Committee. At this point, I shall be pleased to answer any questions that you may have on the reports and the financial statements of the company before we proceed any further. You may indicate your interest in asking questions by raising your hand electronically, and I will call upon you. When called upon, please state your name clearly and please endeavor to be brief. I humbly urge you not to repeat what any other person has said or asked. It is now time for questions. I can see Alhaji Faruk Umar. Please proceed with your question.

Faruk Umar
Director, Nigerian Exchange Group

Mr. Chairman, Directors of Seplat Energy Management and Staff. Mr. Chairman, my name is Faruk Umar, PhD. I'm a director with the Nigerian Exchange Limited and also a director of one of the banks, Greenwich Merchant Bank. Mr. Chairman, let me begin by commending the company for the performance for the year ending 2024, where our production had increased and our dividend of $0.165 is commendable. Mr. Chairman, we have seen that our total revenue has gone up by 5%, over $1.116 billion. Our earnings before interest, tax, and depreciation, the amortization of $539 million, Mr. Chairman, is also commendable. More importantly, Mr. Chairman, we commend the board by completing the acquisition of Mobil Producing Nigeria Unlimited, which, as you said in your statement, is going to increase our production and is going to give us a good return as shareholders. Also, Mr.

Chairman, you have released your first quarter, which shareholders are happy with, seeing that our revenue has jumped by 97.6% to NGN 199.9 billion, and the profit after tax has gone up by over 55%. Mr. Chairman, this is also appreciated by shareholders, as we believe we will see an increase in the dividend the company is paying to giving to shareholders. Mr. Chairman, I also want to commend you on the quality of the annual report. I mean, I think anybody who has gone through it will see that there is a lot of disclosure, transparency, and Mr. Chairman, I have not seen a detailed account regarding corporate governance, risk management strategy. We commend you, Mr. Chairman, for this.

The CEO also has answered questions on acquisition of Mobil Producing Nigeria Unlimited, the challenges faced in 2024, and the company's objectives for 2025, as well as the outlook for Seplat Energy in 2025. Mr. Chairman, I would like the CEO to exponentiate on the last two for shareholders to have a better grasp of how our objectives are going to look for 2025 and the outlook for our company, given the fact that the price of oil has gone down. We would like the CEO to give us some assurance on the future performance in the remaining three quarters. Mr. Chairman, I have also seen the diversity in the board composition. This is excellent, Mr. Chairman. We commend the board for having six independent directors, which is only achieved by Dangote Cement. I think we think this is very commendable.

The more independent directors we have, the better for corporate governance for the company. Mr. Chairman, I think we should commend you for that. In the diversity aspect, we have seen that we have four females on the board. Mr. Chairman, we have complied by having more than 30% of the board regarding gender diversity. I pray and hope that we will have more females on the board as time goes. We also would like to thank the federal government for bringing, like you said, two of our former directors on the board of NNPC. Mr. Chairman, this is commendable. It showed that the kind of caliber we have of our directors on the board is first class. It is appreciated by even the federal government. No energy company has gotten directors from their board to be on the NNPC.

Perhaps this is why, Mr. Chairman, we are fast in the energy sector and the quality of our board is excellent. Mr. Chairman, having you as a former chairman of the Securities and Exchange Commission on our board is commendable. Mr. Chairman, I have looked at the profiles of our directors and we are happy with every director we have brought. Not only that, we should commend you also for encouraging the staff. Now our CFO, Mrs. Eleanor, is now on the board. This means that you are giving confidence to our existing executive management for them to know that they have the opportunity to be on our board. Mr. Chairman, as there are other people to speak, I commend you on the CSR.

We have done very well and you are contributing a lot to the corporate social responsibility by all the donations and the things we have been doing. Mr. Chairman, I also want to commend a deed. This annual account, we have to commend the company secretary for producing an excellent annual account, which everybody will appreciate. Mr. Chairman, on a final note, I will say that we appreciate the quarterly dividend the company is always giving to shareholders. This ensures that every quarter we expect something to come. I pray and hope that the dividend we are going to get this year will surpass substantially the one you have paid last year. Thank you, Mr. Chairman, for giving me this opportunity.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Alhaji Faruk Umar. Thank you for the commendation. You also raised one or two questions. We will answer all the questions together. Maybe I should take any other question from any shareholders. Okay, I think I can see. Is it Patrick Ajudua?

Speaker 10

Hello, Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Please go ahead with your question.

Speaker 10

Good morning, Mr. Chairman. Can you hear me?

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Yes, we can hear you, Patrick. Please proceed. Thank you. Good morning. Thank you.

Speaker 10

It's a pleasure to meet you.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much.

Speaker 10

I want to thank God for your opportunity to us to witness our energy once again and to thank you for your service that you have been offering to this great company. We thank you because you are an embodiment of humility, a philanthropist, and an accomplished professional and entrepreneur. We also thank the CEO, Mr. Brown, who has withered the storm and has continued to champion the better interest of the company. We thank the company secretary, Mrs. Edith Onwuchekwa, and all our secretarial staff who have done very well in organizing one of the best and highly professional AGMs in the history of the capital market.

I want to commend the exceptional performance of our financial report, which shows an increase in our revenue from NGN 696 billion to NGN 1.16 trillion, made possible by the contribution from SEPNU, while the profit after tax also improved from NGN 81.3 billion to NGN 214 billion. On page 3, on page 13, I want to commend the commissioning of Sapele Integrated Gas Plant, which achieved its first commercial gas in February 2025. On page 45, my question is on carbon emission intensity. What is the level of our carbon?

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Okay. We will maybe move to somebody else and then come back to Patrick.

Speaker 10

Mr. Chairman, can you?

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Yes, we can hear you. Yes, please continue. Please continue.

Speaker 10

Yes, my last question is, what effort is being made to end the routine gas flaring, which has made it possible for us to harness economic potential from the gas sector? That is my last question, sir. I want to wish you, the board management of Seplat, a great day and a great year ahead. Thank you.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much, Patrick. Thank you for your good wishes. We really appreciate them. Maybe Mr. Eric Akinduro, is he there? I can see a hand. Eric, are you there, Mr. Akinduro?

Speaker 8

Yes, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Please ask your question.

Speaker 8

Good morning, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Good morning.

Speaker 8

Good morning. Good morning, all shareholders present here virtually, and everyone. Firstly, I stand on the existing protocol, and I want to express the feelings of shareholders to you, Mr. Chairman, and the board of Seplat, that shareholders of Seplat, we are very happy with this company because when you have your investment, it's creating value to you. That's the essence of our investment. We are very happy with you. Looking at our results this year, it has proved to us that we have maintained a very strong cash flow this year. This cannot be possible without a focused, dedicated, disciplined, and committed board members, management, and the entire staff. We are very happy with you, Mr. Chairman. Also, year 2024 was a year that was full of transformative process and marked the full acquisition of Mobil Producing Nigeria Unlimited.

The decision to acquire Mobil Producing Nigeria Unlimited in the entire capital market history was the best decision so far for shareholders. We have started seeing the result of this particular acquisition. We believe that more are still coming, Mr. Chairman. I don't want to bother us much on the finances because Alhaji Faruk has really deliberated on that. Quickly, Mr. Chairman, I just have a few questions. Number one, that vandalization of pipeline and oil theft in Nigeria. This is a great concern to us as investors. It is a very significant aspect of our business, particularly in Niger Delta area. What are we doing to navigate through and secure our pipeline and our business? We need to know more about that. Also, Mr. Chairman, the volatility of oil prices all over the world.

The unpredictable and volatility of oil prices makes it difficult to make strong long-term business decisions. This volatility can negatively impact the profit of energy companies like our own. What measure do we put in place, Mr. Chairman, to mitigate this high risk? Also, Mr. Chairman, coming to bonus. When you go down the historical background of bonus declaration in Seplat, we can see that the last time we gave bonus was 2013. That was one, two for one, or one for two was 2013. Since we have listed on NGX in 2014, we have not given any bonus. We shareholders have not enjoyed any bonus. Mr. Chairman, I want you to look at this as a policy to give us bonus as shareholders. Finally, Mr. Chairman, I need to commend you, commend everyone for this good result, particularly the company secretariat.

I need to commend the company secretariat for this wonderful performance and outcome of this meeting. I pray that next year when we have the meeting again, our dividend policy will have gone from cent to at least $1. I pray this is going to be our achievement, Mr. Chairman. We can do it because Seplat has the capacity. Thank you, and God bless you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much. Do we have any other? I think I can see, is it Mrs. Thorpe? Mrs. Thorpe, are you there?

Speaker 11

Yes, I am.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Okay, please ask your question.

Speaker 11

Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you.

Speaker 11

Join my voices. Oh, sorry. All protocols to be observed. I join my voice with all the opinions that have been poured out on our company by the previous speakers, my fellow distinguished shareholders. Our company, the acquisition of Mobil, is indeed, I would say, the best thing that has happened in the capital market of recent times. For us, it is something that is very gladdening to our hearts. Considering where we are coming from, our size, the acquisition is like, to me, is like a small goat swallowing a big cow. That in itself will pose some digestive challenges to the goat. I see that I hope our company is ready to surmount those challenges that would come, that has come, that would come with the completion of the acquisition. Approximately 70% of our production is now offshore. Then about 1,000 staff came on board.

Definitely, there will be HR issues indeed that come with this acquisition. How are we planning to deal with that? Number two is that the company that we have acquired has been in operation for a long time. The same fields that they have sold to us, that we have acquired, are the same fields they've been working on all these years. Obviously, some things must have, some of the wells must be empty. If not empty, it must be near empty. What percentage of the fields still have oil or gas? So that we know that we did not throw good money after a bad one. I commend our company for the CSR that it has embarked upon, particularly the Pearls Quiz competition that gives scholarships to, sorry, that they organize this competition amongst students.

The scholarship scheme reminded me of what Mobil and Shell used to do in the days gone by when the Shell scholarship and Mobil scholarship went to the very brilliant students. However, I did not notice that we were particular about STEM education. I think that we should do that, particularly in relation to girls and females. Actually, that brought me to a portion of the annual report where the employees were segmented. Although I read somewhere about the low percentage of females, there was no clear, among the segmented employees on page 449, I think, sorry, 249, there should have been, we should have been told how many are males and how many are females.

I know we have done well with the females on the board, but we need to encourage females, more females, encourage and employ more females in our company. I know that also that our company is mainly involved in what I would call science. It is sometimes felt that ladies, not many ladies or not many females go for science and science subjects. That is why the STEM education that I mentioned just now is important that our company should look into and focus on with regard to the scholarship. Also try and improve the number of females that come on board, come into our company as employees. I commend the company for the 10 years listing on NGX and London Stock Exchange.

I hope that something will be done to bring it to the attention of we minority shareholders so that we can celebrate with you. Thank you very much.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much. I think maybe we should answer these questions. Are there any others? Okay, let's answer these questions. First of all, let me thank all the shareholders who spoke. You all commended the company, and we appreciate the commendation. It will encourage us to work even harder. A number of the questions raised, operational and technical questions. I will ask the Managing Director, CEO, to go through the questions and where he considers appropriate, he could bring in the Finance Director or the COO as appropriate. I would like to say, looking at some of the questions that are an overview, one of which is the integration. At the time we were working on acquiring ExxonMobil, we realized and we appreciated that we would need to work very, very hard to integrate the two cultures to get the best from both cultures.

We're working very hard at that. We have a plan to bring the companies, to bring all the employees so that within a few years, you will not really know where employees came from. We've taken on board some very good employees from Mobil to join our employees who are also very, very good. We have a lot of talent there. Because we are growing, we'll probably require everybody. We're working on that. Having said that, I also want to make some comments on the vandalization of pipelines, the work with our communities. We believe in our communities. We reach out to them. We try and get their support and understanding. I think that has resulted in improvement in terms of the downtime. We'll work on that. We are continuously receptive. We're proactive in working with our communities.

Because we're a Nigerian company, we are close to the people. Some of us are even from those states as well and those communities. We work closely with them to reduce the tension, the tension between the oil companies and the communities. Having said that, I'll now ask Roger Brown to answer some of the technical questions. Thank you.

Roger Brown
CEO, Seplat Energy Plc

Good morning or good afternoon. Let me just deal with Dr. Faruk Umar's question around the performance of the company this year, particularly with a focus on oil price. We have seen, obviously, oil prices decrease, although today the current Brent price is $66.50. They have come up a bit in the last week. As a business, we focus heavily on our commodity prices. Last year, we predicted a softening of the oil price this year. We did simulations. We look at a number of ways to protect your company against the oil prices softening. We look at cost control. We look at flexible budgeting and CapEx programs. Very importantly, we hedge the oil price. We have hedged through these quarters at around 5 million barrels a quarter at a $55 oil price. That protects the downside.

Let me just say one thing is that your company is in excellent shape. We're stronger. We're bigger. We have 11 blocks today, eight of which we operate. If you see some of the Q1 results, I think that was picked up on, you can see there that our revenues for the full year last year were $1.1 billion. For the Q1, our revenues were $809 million. Really in Q2, we will exceed the revenues for the entire year last year. We can see that on EBITDA numbers at $539 million last year for the full year and for one quarter, it's $401 million. The company is strong, but we look at how we risk manage and we protect your company in the downside.

If I get to the second question or second person asking question, Patrick Ajudua , it was around gas flaring and what we're doing around that in terms of that target. We announced some years ago that we were going to end routine flaring in 2025, this year. For our onshore business, we're on track to end routine flaring this year. That is five years in advance of the government's target of 2030. Of course, we then have just bought Mobil Producing Nigeria Unlimited, and there is flaring in the offshore business. We are in the process now of looking at how we come up with flaring programs in the offshore business. We are confident that we will lay that out later this year, and we will set targets around that. We are committed to ending routine flaring across all of our business where we can.

The next question, I think, was asked by Eric Akinduro, was talking around vandalism and on the pipelines, etc. We have seen this over the years as a company. It is something that we have focused on. We have had a policy where we can do, we have more than one export route which handles the vandalization. A lot of this is on pipelines that we do not control. In our areas of operation, we have been very successful in working with communities to actually have a very good time on those pipelines. More recently, with the government and the pipeline owners, there has been a much more focus on our third-party pipelines. I am delighted to say that our downtime and our losses have reduced dramatically on that, but we still focus on it. In our offshore business, we control something like 1,500 km of pipelines. We are an operator.

We have seen through the years, the uptime in those pipelines has been much better and the performance. I think as a business across the curve in our portfolio, we are actually seeing a lot better performance around that. In terms of your question on bonus declaration, bonus shares, you refer back to 2013 and the 2-for-1. Again, we will look into this and we will think that through this year. Thank you for that question. The final was from Mrs. Thorpe, which the Chairman has answered, a lot of those points in the questions around the Exxon. What I would say is that with Exxon itself, there is a lot more life here, much more life. We have something like 600 plus wells, 200 of which are producing today.

We are in the process of opening up some 400 wells, which have been shut in for capacity constraints or for other reasons. This program this year is to start to open up those wells. That only speaks for part of it. The rest of it is that there is a lot of potential in new drilling in what we call infill drilling. Again, we are working our way through that process in the subsurface to get ready to drill those wells. The last leg to this is exploration. There is no doubt in our mind from what we can see that there is enormous upside potential on exploration. We will have teams working on this at the minute, looking at where we are going to see new frontiers in those acreage. The final point to make is obviously on the gas side of things.

There is a lot of gas processing, some 1,600 million scuffs or 1.6 BCF of processing offshore. Again, we are looking at monetizing that gas both from both domestic gas projects to export projects. There is big potential there. In terms of CSI projects, and you talked about those in terms of our various programs, the Pearls Quiz has been very successful. It is very competitive. Again, we were going to expand that. The scholarships, we have given out scholarships, which is a nationwide program in itself. Then on the STEM side of the business of education, it is something that we have STEM programs for teachers to increase the. Sorry, mic. As accessing females in the business, we are really working hard on that. We have a work which we are working hard to expand.

We are looking to get more and more females into our business, right from the educational side of things right into working for us. Thank you very much. I think I've answered all the questions.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much. I think all the questions that I had have been answered. Let me also say that the comments and the suggestions that were made in the course of asking those questions, I have noted them. We have noted them. As many of them as possible will be looked into and taken on board. Thank you. Now, thank you, distinguished shareholders, for your questions and continued interest in your company's operations and growth. As I have indicated already, be rest assured that we listen to you. We really listen to you, and we truly appreciate your feedback. Before we proceed to the resolutions, I will now invite the registrar to explain the voting process. Over to you, registrar.

Operator

Thank you, Mr. Chairman. Esteemed shareholders, please note that we have captured valid voting details for a total of 234 shareholders by way of proxy, totaling 384,743,162 units of shares, representing 65% of the company's issued share capital. As you vote on the resolutions, which will be announced by the Chairman, please be informed that the voting results will be inclusive of the pre-captured votes. We have put together a short video that would guide you on how to vote during these resolutions using the virtual AGM application. Can you please watch?

Speaker 19

Welcome. This video provides a step-by-step guide on using the Datamax AGM online voting app. Before voting begins, please return to the login page and confirm that your dashboard is active and displaying the app correctly. Before the voting process commences, shareholders are advised to refresh their browser. When the voting process commences, the specific resolution being voted upon will appear on your screen with the voting options, for, against, and abstain displayed. Kindly click on the option of your choice and click on the submit button. During the audit committee election, the names of the nominees will be displayed. Shareholders are to select any three nominees of their choice and click on the submit button to confirm their selection. Voting will be open for one minute only, and you can change your voting option before the voting period elapses.

Please remember to click the submit button to save your vote. Thank you.

Operator

Shareholders, you may now return to your browser. Kindly refresh the page and ensure that you can see the resolutions that have been displayed to enable your votes now. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, registrars, for explaining the voting process. Dear shareholders, I hereby propose that the 2024 annual report and accounts, the director's report, the auditor's report for the year ended 31st December 2024, and the audit committee report be adopted as presented. Will a shareholder please second the motion? Okay. I think I can see Mr. Ridwan Hamza. Are you there?

Speaker 12

I said I think he already did that with Dr. Faruk at the beginning of the meeting. If it is not the same, I so do. Thafnk you. Hamza Ridwan is the name.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Shareholders, thank you, Mr. Hamza. Shareholders, please cast your votes while the registrar conducts the voting process.

Operator

Thank you, Mr. Chairman. Shareholders, please go to your application and refresh your browser page as you commence voting. Please vote on the resolution. Please ensure you are seeing the resolution being displayed on your application. Your Zoom meeting will be minimized on the screen for which you're voting. We have 25 seconds to the end of the voting process. Please vote. We have 10 seconds to the end of the voting process. Please cast your vote. The voting process has now ended. At the end of the session, we have 284 shareholders with 385,044,869 units of shares, representing 100% of the total votes cast in favor of the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much for the result, registrars. With that result, I hereby declare the motion unanimously carried. The second item on the agenda is to declare a final dividend recommended by the board of directors of the company in respect of the financial year ended 31st December 2024. During the board meeting held on the 3rd of March, 2025, the board of directors recommended a final dividend of $0.036, which is the equivalent of NGN 57.95 at the exchange rate as of 8th May 2025. In addition to the final dividend that was stated, the board also declared a special dividend in the amount of $0.033, which is the equivalent of NGN 53.12 at the exchange rate as of 8th May 2025.

The special dividend shall be paid separately with the final dividend to all shareholders on or around the 23rd May 2025. This will amount to a total of NGN 111.07 per share for each shareholder. In the absence of any questions, I hereby propose that the final dividend of $0.036, which is the equivalent of NGN 57.95 per share recommended by the board of directors, be accepted by the shareholders as the final dividend for the year ended 31st December 2024, and an additional special dividend of $0.033, which is the equivalent of NGN 53.12 at the exchange rate as of 8th May 2025. Will a shareholder please second the motion? Okay, I'm told that Adibayo Adeleke's hand is up. Adibayo Adeleke, is your hand up?

Speaker 13

Yes, `Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Please proceed to second the motion. Thank you.

Speaker 13

My name is Adibayo Adeleke. I hereby second the motion. Thank you.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much, Mr. Adeleke. Shareholders, please cast your votes while the registrar conducts the voting process. Over to you, registrars.

Operator

Thank you, Mr. Chairman. Shareholders, you may now cast your votes. Please return to your voting application to cast your votes. Ensure that you see the resolution displayed on your application. If you cannot see it, kindly refresh your browser. Please cast your votes. We have 30 seconds to the end of the voting process. Please vote. We have 20 seconds to the end of this process. Ensure you submit your votes to make sure that the votes are captured. The voting process has now ended. At the end of this voting session, we have 291 shareholders with 385,118,376 units of shares voting for the resolution and one shareholder with one unit of share voting against the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much, registrars, for the result. I hereby declare the motion as being carried. The third item on the agenda is the reappointment of PricewaterhouseCoopers as the auditors of the company. Section 401 of CAMA states that the retiring auditor shall be reappointed without passing a resolution if such auditor is not disqualified under Section 401, Subsection 2 of CAMA. In the present case, PwC is the auditor of the company and is scheduled for retirement at this meeting. They have, however, indicated their willingness to continue as the auditors of the company and are hereby reappointed until the conclusion of the next annual general meeting. Distinguished shareholders, the fourth item on the agenda is to authorize the board of directors to determine the remuneration of the auditors in accordance with Section 408, Subsection 1B of CAMA.

I hereby propose that the board of directors be authorized to determine the remuneration of the auditors for the year ending 31st December 2025. Will a shareholder please second the motion? Okay. Okay, I understand that Mr. Mustafa Junaid, are you there?

Speaker 14

Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Okay.

Speaker 14

Mustafa Junaid is my name. I hereby second that motion, sir.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Mr. Junaid. Shareholders, please cast your votes while the registrar conducts the voting process.

Operator

Thank you, Mr. Chairman. Shareholders, please vote on this resolution. Return to your application and cast your votes. Remember to click on the submit button as soon as you pick an option of your choice. We have about 30 seconds to the end of the voting process. Please vote. Submit your vote as soon as you choose your option. We have 20 seconds to the end of the voting process. Please let's cast our votes. We have 10 seconds left. The voting process has now ended. At the end of this session, we have 290 shareholders with 381,819,028 units of shares, representing 99.14% of the total votes cast in favor of the resolution. We have one shareholder with 3,296,142 units of shares, representing 0.86% of the total votes cast against the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, registrars, for the result. I hereby declare the motion as carried. The next item on the agenda is the resolution to re-elect the following two directors who are scheduled for retirement at this meeting in line with Sections 273 and 285 of CAMA. The directors are Ms. Koosum Kalyan and Madame Natalie de la Palme. These directors are eligible for re-election and shall be presented individually. Their profiles are on pages 104 and 106 of the annual report and also accessible on the company's website. To begin, I hereby present Ms. Koosum Kalyan, who is eligible for re-election as an independent non-executive director of the company. I hereby propose that Ms. Koosum Kalyan, who is retiring by rotation, be re-elected as an independent non-executive director on the board of the company. Will a shareholder please second the motion? Is that Ismaila? Okay. I understand Ismaila Adamu is.

Speaker 15

Mr. Chairman, are you there?

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Yes, I can hear you. Please proceed.

Speaker 15

My name is Kabiru Abdullah Tamba. I hereby second the re-election of Ms. Koosum Kalyan. Name again, Kabiru Abdullah Tamba.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Okay. So it's actually Mr. Tambari. Tambari. Yes. Thank you, Mr. Tambari.

Speaker 15

Thank you, Mr.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Okay, shareholders, please cast your votes while the registrar conducts the voting process.

Operator

Thank you, Mr. Chairman. Shareholders, please cast your votes. Remember to return to your application to cast your vote. Click on the submit button as soon as you vote. We have 30 seconds to the end of the voting process. Please vote now. We have 20 seconds left. You can still cast your votes within the time frame. We have about five seconds to go now. The voting process has now ended. At the end of this session, we have 291 shareholders with 385,107,548 units of shares voting for the resolution. We have two shareholders with four units of shares voting against the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much, registrars, for the result. I hereby declare the motion as carried. Also eligible for re-election is Madame Natalie de la Palme, who is a non-executive director of the company. I hereby propose that Madame Natalie de la Palme, who is retiring by rotation, be reappointed as a non-executive director on the board of the company. Will a shareholder please second the motion? Okay, that's... I think I can see Pastor Alex Adu. Are you there? Or is there somebody else? Okay, I can't... Even though his hand is up, but he doesn't seem to be hearing me, Alex Adu. What about Patrick Ajudua ?

Speaker 10

Yeah, Mr. Chairman, I have a motion. My name is Patrick Ajudua . Thank you, sir.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much. Shareholders, please cast your votes while the registrar conducts the voting process.

Operator

Thank you, Mr. Chairman. Shareholders, you can now cast your votes on this resolution. Please vote. We have 30 seconds, about 30 seconds to the end of the voting process. Please cast your vote. We have 20 seconds to the end of the voting process. Please vote. Please remember to click on the submit button as soon as you pick the option of your choice. We have five seconds to the end of the voting process. The voting process has now ended. At the end of this session, we have 289 shareholders with 385,078,304 units of shares voting in favor of the resolution, while two shareholders with 13,078 units of shares voting against the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much, registrars, for the result. I hereby declare the motion as carried. The sixth item on the agenda is the disclosure of the remuneration of managers of the company. In accordance with Section 257 of CAMA, the compensation of managers of a company shall be disclosed to the members at the annual general meeting. Please refer to page 139 of the annual report for the full details and disclosure on the remuneration. On the remuneration of managers of the company, voting is not required for this resolution. The seventh item on the agenda is the election of members of the Statutory Audit Committee. In accordance with Sections 404, Subsection 3 to 6 of CAMA, we received nine nominations from the shareholders. I will now invite the company secretary to read out the names of the nominees.

Edith Onwuchekwa
Company Secretary, Seplat Energy Plc

Thank you, Mr. Chairman. As at the time of this meeting, the registrars received letters of withdrawal from four nominees. I will now call out the remaining nominees who are hereby presented for election as shareholder representatives on the Statutory Audit Committee. Nominee one, Abayomi Adeyemi, nominated by Odessa Olatunje. Nominee two, Adeshina Olaleko Oladeko, nominated by Adeshina Oludare Babatunde. Nominee three, Ajani Musa Adekola, nominated by Salahuddin Wasiu Adiwale. Nominee four, Hawa Umar, nominated by Faruk Umar. Nominee five, Nona Awo, nominated by Capital Bangkok PLC. That will be all, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, Mrs. Onwuchekwa, for presenting the list of the nominees. We shall now proceed with the election of the shareholders' representatives on the Statutory Audit Committee. In compliance with Section 249, Subsection 3 of CAMA, which states that there shall be no right to demand a poll on the election of members of the Statutory Audit Committee, voting on this resolution shall be by shareholders or their proxies present online and entitled to vote electronically. I will now call on the registrar to conduct the electronic voting for this process.

Operator

Thank you, Mr. Chairman. I think shareholders, before the Statutory Committee election commences, please return to your application and refresh your browser. The list of names of the nominees would be displayed on your screen, and you can select any three nominees of your choice. Click on the submit button as soon as you click your options. You can click a button just beside the names to indicate the people you are voting for. This voting would be open for two minutes only, and that is to enable you to refresh your browser and get to vote on this resolution before the voting period elapses. Remember to click on the submit button as soon as you choose your options to save your vote. You can now proceed to vote on this election. Voting has commenced. Please vote.

Kindly refresh your browser and ensure that you're seeing the names as displayed on your Zoom screen on your application. We have one minute 30 seconds to the end of the voting process. If you are yet to see the names as displayed, please refresh your browser. It will pop up on your screen. We have one minute 14 seconds to the end of this voting process. Please cast your votes. We have one minute to the end of the voting process. You are still allowed to vote within the time frame of the resolution. If you are yet to cast your votes, you are still able to vote. Kindly refresh your browser if you're still yet to see the names pop up. We have 30 seconds to the end of the voting process. Please vote. We have 20 seconds left now. You can still vote. Please cast your vote.

We have five seconds, three seconds. The voting process is now over. At the end of this voting session, Abayomi Adeyemi has 52 votes. Nona Awo has 52 votes. Awa Oumar has 49 votes. Adeshina Olaleko Oladeko has 10 votes. Ajani Musa Adekola has 5 votes. Nine votes. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Sorry, can you still leave the thing on the results on? Yes. Thank you. Based on the results conducted by the registrars, I hereby propose the three that are top in that list, namely Abayomi Adeyemi, Nona Awo, and Hawa Umar. I propose those three are duly elected. They will be joined by the following board representatives, Mrs. Bashirat Odunewu and Mr. Kazim Rahim. They will all five serve as members of the Statutory Audit Committee from this annual general meeting to the next annual general meeting. Will a shareholder please second the motion? Yes.

Speaker 16

Hello, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Yes. Who is that speaking?

Speaker 16

My name is Mrs. Bisi Bakare.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Bisi, please carry on.

Speaker 16

I'll be raising up my hand.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Sorry, sorry, sorry, Bisi. I didn't... Sorry, Mrs. Bakare. Sorry, sorry, sorry. My apology. My apology.

Speaker 16

Your apology is taken, sir.

Thank you.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

All right. Thank you. The next item on the agenda is the resolution to approve the remuneration section of the director's remuneration report. I hereby propose that the remuneration section of the director's remuneration report as set out on pages 132 to 135 of the company's 2024 annual report and account for the year ended 31st December 2024, including the forward-looking remuneration policy, be approved. Who can we see there? I'm trying to see the names that are there. Okay. Is Ismaila Adamu there? Ismaila, can you hear me? I can see your hand up. I can also see Mr. Hamza. Your hand is up.

Speaker 12

Thank you very much. I saw you, Mr. Chairman. Hamza Ridwan is the name.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you. So that was Hamza that seconded. Thank you, Mr. Hamza. Shareholders, please cast your votes while the registrar conducts the voting process. Thank you.

Operator

Thank you, Mr. Chairman. Shareholders, you may now cast your votes. Voting has commenced. Please vote. Mr. Chairman, there's been a network glitch. We will continue the voting process in a minute. Shareholders, please hold on. We will continue the voting process in a minute. We are trying to restore the network. Voting will resume shortly. Thank you for your understanding, esteemed shareholders. Apologies for the glitch. We will let you know as soon as the application is back up. Shareholders will be taking this resolution all over. Apologies for the network glitch. We can commence voting now. Just a moment. We will be with you shortly. We are trying to restore the network. Thank you for your understanding. Voting will resume shortly. We sincerely apologize for the delay, but voting will be restored shortly. Thank you for your understanding.

We're working behind the scenes to ensure that we are back up to take this resolution. Voting will resume shortly. Thank you for your understanding. Esteemed shareholders, the network will be restored shortly. We are working to get it back. Thank you. Please stay with us. We are almost back. Esteemed shareholders, thank you for your patience. We are back now. Kindly return to your application and refresh your browser for us to take the elections on the resolution 8. You can now proceed to vote. Please cast your votes on the voting application. We have 50 seconds to the end of the voting process. Please cast your votes in line with your voting decision. Please vote. Kindly return to your application for you to cast your votes. We have 30 seconds to the end of the voting process. You can still cast your votes within the time frame.

We have 20 seconds to the end of the voting process. We have 10 seconds to go. Please cast your votes. The voting process has now ended. At the end of this session, we have 289 shareholders with 385,116,671 units of shares, representing 99.99% of the total votes cast in favor of the resolution. One shareholder with 25,563 units of shares, representing 0.01% of the total votes cast against the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, registrars. I hereby declare that the motion has been carried. I would like to apologize to all shareholders for the slight glitch. We will move on to the next item. The next item on the agenda is the resolution for the increase in the company's share capital and the procurement of the listing and admission of the increased shares on the official list of the Nigerian Exchange Limited, as well as the London Stock Exchange. In line with the shareholders' approved remuneration policy, Seplat operates a long-term incentive plan, the LTIP, which scheme was approved by our esteemed shareholders. The scheme is a performance incentive for the employees to ensure the company's targets are met and that shareholders are adequately rewarded for their investments.

However, from 2025, the company will be in a deficit of shares in the LTIP trust, hence the need to meet the shortfall through the creation of additional shares. The additional shares, once approved by you, will be allotted to Standard Bank IBTC Trustees Limited, who are the trustees of the LTIP, for the purposes of the LTIP. I therefore hereby propose that the company's share capital of NGN 294,222,280.50, divided into 588,444,561 ordinary shares of NGN 0.50 each, be increased to NGN 299,972,280.50 divided into 599,944,561 ordinary shares of NGN 0.50 each by the creation of up to 11,500,000 additional ordinary shares of NGN 0.50 each, ranking pari passu with the existing ordinary shares of the company. The board be authorized to issue and allot the shares to Standard Bank IBTC Trustees Limited, the trustees for the shares under the company's LTIP.

C, the listing and admission to trading of the issued shares on the official list of the Nigerian Exchange Limited and the London Stock Exchange be procured. Will a shareholder please second the motion? Okay. I think I can see Mustafa Junaid.

Speaker 14

Yes, sir.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Okay. Please, Mustafa.

Speaker 14

Thank you. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Or is it Junaid?

Speaker 14

Yes, sir. Junaid. I hereby second the motion, sir.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much. Thank you, Mr. Junaid.

Speaker 14

Thank you, sir.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you. Shareholders, please cast your votes while the registrar conducts the voting process.

Operator

Thank you, Mr. Chairman. Shareholders, you may now cast your votes. Please cast your votes on the application. We have 50 seconds. Please vote. Please cast your votes. Remember to click on the submit button as soon as you pick the option of your choice. We have 30 seconds to the end of the voting process. Please vote. We have 20 seconds to the end of the voting process. Please cast your vote. 10 seconds to go. You can still submit your votes within the time frame. The voting process has now ended. At the end of this process, we have 286 shareholders with 385,098,560 units of shares, representing 99.98% of the total votes cast in favor of the resolution. Three shareholders with 63,502 units of shares, representing 0.02% of the total votes cast against the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you, registrars. Thank you very much for the results. I hereby declare the motion carried. Now, the next resolution is really linked to the earlier one. It's basically to amend the articles to reflect the wishes of the shareholders, which has just been approved. I will set it out. The next item on the agenda is a resolution to approve the amendment of the memorandum and articles of association to reflect the new share capital and any amendments required. Following your approval to increase the issued share capital, I hereby propose that the company's memorandum and articles of association be and are hereby amended to reflect the new share capital of NGN 299,972,280.50, divided into 599,944,561 ordinary shares of NGN 0.500 each. That any amendments required on the memorandum and articles of association as a result of the foregoing resolutions be approved.

Will a shareholder please second the motion? Okay. I think I can see Patrick Ajudua . I think your hand is there. Would you like to second the motion?

Speaker 10

Mr. Chairman, I'll be raising my hand.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

I'm so sorry.

Speaker 10

I'm sorry. Patrick Ajudua .

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Sorry. Who is it?

Speaker 10

Patrick Ajudua . I'd like to second the motion.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Who was it that I missed? What is your name again? The gentleman who just complained. I'm so sorry. What is? Oh, I missed that. Okay. My apologies. It's not always easy to see the screen. Thank you, Mr. Ajudua . Shareholders, please cast your votes while the registrar conducts the voting process.

Operator

Thank you, Mr. Chairman.

Speaker 7

Hello, Mr. Chairman. I've been raising my hand for some time.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

I'm so sorry. Who is speaking?

Speaker 7

Ismaila . I've been speaking. I've been raising my hand for some time.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Please, I am.

Speaker 7

I'm going to be called.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

I am really, really sorry. Do you mind saying the closing prayers? Sorry. When the time comes, do you mind? Because I'm really, really sorry. Okay. I will be calling on you to say the closing prayers at the end. My apologies again. It is not easy to see the screen. Thank you very much.

Speaker 7

It's all good.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you.

Edith Onwuchekwa
Company Secretary, Seplat Energy Plc

Thank you, Mr. Chairman. The voting had commenced. We have about 22 minutes to the end of the voting process. Shareholders, please cast your votes within the remaining time frame. We have about 15 seconds left. Please cast your votes. We have about 7 seconds now. You can still cast your votes and submit. The voting process is now over. At the end of this voting process, we have 278 shareholders with 384,909,873 units of shares voting for the resolution and one shareholder with one unit of share voting against the resolution. Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much for the results. I hereby declare the motion as carried. It's not unanimous because we had one person with one share who voted against. That is democracy at work. Now that all the resolutions put to the meeting have been carried by the shareholders, your board is hereby authorized to take all necessary steps to implement these resolutions. Distinguished ladies and gentlemen, this concludes the formal business of this meeting. I hereby declare the 12th Annual General Meeting of Seplat Energy closed. May I call on Ismaila Adamu to say the closing prayers? Ismaila, over to you.

Speaker 7

Okay, Mr. Chairman. [foreign language] . O Allah, we thank you for this great performance of our company. We thank you for the successful Annual General Meeting. We pray that you continue to propel this company to the greatest height. In the name of Almighty Allah, we pray. Thank you so much, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you very much, Ismaila. Really appreciate it. Thank you for accepting my apology. This brings us to.

Speaker 7

Thank you, Mr. Chairman.

Udoma Udo Udoma
Chairman, Seplat Energy Plc

Thank you. Thank you. I wish you a good day. Thank you all for attending this meeting, distinguished shareholders. May God bless you all.

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