Seplat Energy PLC — Proxy Solicitation & Information Statement 2025

Apr 13, 2025

Seplat energy

Admission card

For the twelfth Annual General Meeting of Seplat Energy Plc.
(Registered with the Corporate Affairs Commission of Nigeria under number RC 824838)

The twelfth Annual General Meeting of Seplat Energy Plc, holding on Wednesday 14 May 2025, virtually via https://www.seplatenergy.com/agm-2025/ at 11:00am.

Name of Shareholder (in BLOCK CAPITALS)

Shareholder's Number
(Account or Share certificate)

Number of Shares Held

Proxy Form

For the 12th Annual General Meeting of Seplat Energy Plc.
(Registered with the Corporate Affairs Commission of Nigeria under number RC 824838)

I/We ... of ..., being member(s) of the above-named Company, hereby appoint ... Of ... to be my/our proxy or failing him/her, Mrs. Edith Onwuchekwa (Company Secretary) to attend and vote on my/our behalf at the 12th Annual General Meeting of SEPLAT Energy Plc to be held on Wednesday, 14th May 2025 virtually via https://www.seplatenergy.com/agm-2025/ by 11:00am and at any adjournment of that meeting.

I/We ... desire ... my/our proxy to vote on the resolutions proposed to be submitted as follows:

Resolutions	Yes	Against	Abstain
1. 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.	☐	☐	☐
2. To declare a final dividend recommended by the Board of Directors of the Company in respect of the financial year ended 31 December 2024.	☐	☐	☐
3. To re-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.	☐	☐	☐
4. To authorise the Board of Directors of the Company to determine the Auditors’ remuneration.	☐	☐	☐
5. (a) To re-appoint Ms. Koosum Kalyan as a Director of the Company.	☐	☐	☐
(b) To re-appoint Madame Nathalie Delapalme as a Director of the Company.	☐	☐	☐
6. To disclose the remuneration of managers of the Company.	☐	☐	☐
7. To elect the shareholder representatives of the Statutory Audit Committee (Please see note 7).	☐	☐	☐

SPECIAL BUSINESS:

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1. 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. ☐ ☐ ☐

2. That the Issued Share Capital of the Company be and is hereby increased from NGN294,222,280.50 divided into 588,444,561 Ordinary Shares of 50 Kobo each, up to NGN299,972,280.50 divided into 599,944,561 Ordinary Shares of 50 Kobo each by the creation of up to 11,500,000 additional Ordinary Shares of 50 Kobo each, ranking pari-passu with the existing Ordinary Shares of the Company AND that the Board be and is hereby authorised to issue and allot the shares to Stanbic 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 Nigerian Exchange Limited and the London Stock Exchange. ☐ ☐ ☐

3. That the Company's Memorandum and Articles of Association be and are hereby amended to reflect the new share capital of NGN299,972,280.50 (Two Hundred and Ninety-Nine Million, Nine Hundred and Seventy-Two Thousand, Two Hundred and Eighty Naira and Fifty Kobo only) divided into 599,944,561 (Five Hundred and Ninety Nine Million, Nine Hundred and Forty - Four Thousand, Five Hundred and Sixty-One) Ordinary Shares of NGN0.50 (Fifty Kobo) by the creation and addition of 11,500,000 (Eleven Million, Five Hundred Thousand) Ordinary Shares of 50 Kobo each, 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 ☐ ☐ ☐

Please mark the appropriate box with 'X' to indicate how you wish your votes to be cast on the resolutions set above. Unless otherwise instructed, the proxy will vote or abstain from voting at his/her discretion.

In the absence of instructions, the proxy may vote or abstain from voting as he/she thinks fit on any matter which may properly come before the meeting. This proxy form shall be void if I/We personally attend the said meeting.

Name of shareholder	Signature of shareholder	Date

IMPORTANT

1. All members of Seplat Energy Plc, have the right to attend and vote at its twelfth Annual General Meeting. If a member is unable to attend, the member may complete the proxy form above, authorizing another person or member to vote on his/her behalf.

2. Before sending the Proxy Form, please tear off and retain the Admission Card. A person attending the meeting, or his proxy should produce this card to secure admission to the meeting.

3. For the appointment to be valid for the purposes of the meeting, the Company has made arrangements at its cost for the stamping of the duly completed proxy forms which must be deposited at the office of the Registrar, DataMax Registrars Limited, 2C Gbagada Express Way, by Beko Ransom Kuti Park, Gbagada, Lagos or at the head office of the Company, marked for the attention of the "Company Secretary" or by email to proxy@seplatenergy.com, not less than 48 hours before the time fixed for the meeting.

4. For convenience purposes, a blank proxy form is attached to the 2024 Annual Report and Accounts, both of which are available for download on the Company's website: www.seplatenergy.com.

5. It is a requirement of the law under the Stamp Duties Act, Cap S8, Laws of the Federation of Nigeria 2004, that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders, must be duly stamped in accordance with the provisions of the Stamp Duties Act.

6. If the Proxy Form is executed by a Company, it should be sealed under its common seal or under the hand seal of its attorney.

7. Statutory Audit Committee voting shall be electronic in accordance with the Companies and Allied Matters Act, 2020 as amended by the Business Facilitation Act (Miscellaneous Provisions) Act 2022.

Signature of person attending