Seplat Energy PLC — AGM Information 2016

Apr 28, 2016

==> picture [57 x 39] intentionally omitted <==

Notice of the third Annual General Meeting of Seplat Petroleum Development Company Plc. (Registered with the Corporate Affairs Commission of Nigeria under number RC 824838)

NOTICE is hereby given that the third Annual General Meeting of Seplat Petroleum Development Company Plc (the ‘Company’) will hold at the Civic Centre, Ozumba Mbadiwe Road, Victoria Island, Lagos, Nigeria at 11:00 a.m. on Wednesday, 1 June 2016 for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions, which will be proposed as ordinary resolutions:

1. To receive the Annual accounts, Directors’ report, Auditors’ report for the year ended 31 December 2015 and the Audit Committee report.

2. To approve the Remuneration section of the Directors’ Remuneration Report set out in the Annual Report and Accounts for the year ended 31 December 2015[1] .

3. To declare a dividend recommended by the Board of Directors of the Company in respect of the financial year ended 31 December 2015.

4. To re-appoint Ernst & Young Nigeria 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.

5. To authorize the Board of Directors of the Company to determine the auditors’ remuneration.

6. To re-elect those Directors of the Company who are eligible for retirement by rotation.

7. To elect members of the Audit Committee.

Copies of the Annual Report & Financial Statements of Seplat Petroleum Development Company Plc for the financial year ended 31 December 2015 will be mailed to the shareholders and will be available on our website: www.seplatpetroleum.com. Printed versions can also be obtained by contacting DataMax Registrars in Nigeria at 2C Gbagada Expressway, Gbagada, Lagos/+ 234 1 7120008-11; or Computershare in the UK on +44 (0) 370 702 000.

By Order of the Board.

==> picture [90 x 33] intentionally omitted <==

Dr. Mirian Kene Kachikwu

FRC/2015/NBA/00000010739 General Counsel/Company Secretary Dated 20 April 2016.

1. This is set out on pages 92 to 100 of the Annual Report and Accounts for the year ended 31 December 2015. In accordance with UK remuneration reporting rules, this is an advisory vote.

Notes:

1. PROXY:

A member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his/her/its place. A proxy need not be a member of the Company. For the appointment to be valid for the purposes of the meeting, a completed and duly stamped proxy form must be deposited at the office of the Registrar, DataMax Registrars Limited, 2C Gbagada Express Way, Gbagada, Lagos or at the head office of the Company, marked for the attention of the “Company Secretary” or by email to proxy@seplatpetroleum.com, not less than 48 hours before the time fixed for the meeting. For convenience purposes, a blank proxy form is attached to the 2015 Annual Report & Accounts, both of whichare available at the Company’s website: www.seplatpetroleum.com and at the Company’s head office: 25a Lugard Avenue, Ikoyi, Lagos.

2. CLOSURE OF REGISTER:

The Register of Members and Transfer Books of the Company (Nigeria & UK) will be closed on Friday, 20 May 2016 in accordance with the provisions of section 89 of CAMA, to enable the Registrars prepare for the Annual General Meeting and payment of dividend.

3. DIVIDEND AND E-DIVIDEND MANDATE:

If the dividend recommended by the Board of Directors is approved by members at the Annual General Meeting, it will be paid on or around 9 June 2016 to the shareholders whose names appear in the Company’s Register of Members at the close of business on Thursday, 19 May 2016. Shareholders are kindly requested to advise DataMax Registrars Limited of their updated records and relevant bank accounts for the payment of their dividends, by completing the e-mandate form. The e-mandate form can be downloaded from DataMax Registrars Limited’s website at http://www.datamaxregistrars.com. The duly completed form(s) should be returned to DataMax Registrars Limited, No, 2c Gbagada Expressway, Gbagada Phase 1, Lagos.

4. NOMINATION FOR AUDIT COMMITTEE:

In accordance with section 359(4) & (5) of the Companies and Allied Matters Act 2004, the Audit Committee shall consist of an equal number of directors and representatives of the shareholders of the Company (subject to a maximum number of six (6) members). Any shareholder may nominate a shareholder as a member of the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least twenty-one (21) days before the Annual General Meeting.

5. RE-ELECTION OF DIRECTORS

The following two Independent Non-Executive Directors who have stayed longest in office will retire and stand for re-election: i. Ifueko Omoigui-Okauru

ii. Damian Dodo (S.A.N.)

The profiles of these Directors are available on pages 58 and 59 of the Annual Report.

6. RIGHT OF SECURTIES’ HOLDERS TO ASK QUESTIONS

In line with Rule 19.12(c) of the Listing Rules of the Nigerian Stock Exchange, Securities’ Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting. Questions submitted prior to the Meeting should be addressed to the Company Secretary and must reach the head office of the Company no later than 7 days before the date of the Meeting (being 25 May 2016).