| Thu 15 Apr 2010, 9:31 | | OAO - Oando Plc - Notice of annual general meeting |
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OAO
UNTP
OAO - Oando Plc - Notice of annual general meeting
Oando Plc
(Incorporated in Nigeria and registered as an external company in South Africa)
Registration number: RC 6474
(External company registration number: 2005/038824/10)
Share Code on the JSE Limited: OAO
Share Code on the Nigerian Stock Exchange: UNTP
ISIN: NGOANDO00002
("Oando" or "the Company")
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Thirty-Third Annual General Meeting of Oando PLC
(the "Company") will be held at The Landmark Village Events Centre, Water
Corporation Road, Off Ligal Ayorinde, Victoria Island, Lagos, Lagos State,
Nigeria on Friday, the 7th day of May 2010 at 10:00 a.m. for the purposes of:
1. Transacting the following ordinary business:
1.1 To present the annual financial statements of the Company and of the
group for the year ended 31 December 2009 and Reports of Directors and
Auditors thereon;
1.2 To receive the Report of the Audit Committee;
1.3 To declare the final dividend of N3.00 recommended by the directors of
the Company;
1.4 To elect members of the Audit Committee;
1.5 To re-appoint the Auditors;
1.6 To authorise the directors of the Company to fix the remuneration of
the Auditors;
1.7 To elect the following directors appointed to the Board of directors
of the Company with effect from January 31, 2010 as directors. In
accordance with Article 88 of the Articles of Association of the
Company, their terms expire but being eligible offers themselves for
election.
- Chief Sena Anthony
- Ms. Amal Inyingiala Pepple CFR
- Ms. Genevieve Sangudi
1.8 To re-elect the following directors who in accordance with Articles 91
and 93 of the Company`s Articles of Association, retire by rotation,
but are eligible and offer themselves for re-election:
- Major General Mohammed Magoro (Rtd), OFR, PSC, USAWC, Galadiman Zuru
- Mr. Omamofe Boyo
- Mr. Mobolaji Osunsanya
- Mr. Navaid Burney
2. Transacting the following special business:
(i) To consider, and if approved, to pass with or without modification,
the following ordinary resolution to fix the remuneration of the non-
executive directors of the Company:
"It is hereby resolved that the fees payable to the non-executive directors of
the Company be increased from Naira 1,000,000.00 per annum for the Chairman and
Naira 900,000.00 each per annum for all other non-executive directors to Naira
2,500,000 per annum for the Chairman and Naira 2,000,000 for all other non-
executive directors with effect from 1 January 2010 which fees are payable
quarterly in arrears".
(ii) To consider, and if approved, to pass with or without modification the
following special resolution:
"Resolved on the recommendation of the directors of the Company and in
accordance with Article 46 of the Articles of Association of the Company the
Authorised Share Capital of the Company be and is hereby increased from
N1,000,000,000.00 (One Billion Naira) to N3,000,000,000.00 (Three Billion Naira)
by the creation and addition thereto of 4,000,000,000 new ordinary shares of 50
kobo each ranking in all respects pari passu with the existing shares of the
Company and that clause 6 of the Company`s Memorandum of Association and Article
3 of the Articles of Association of the Company be and are hereby amended to
reflect the new Authorised Share Capital of N3,000,000,000.00 (Three Billion
Naira) divided into 6,000,000,000 (Six Billion) ordinary shares of 50 kobo
each".
(iii) To consider, and if approved, to pass with or without modification, the
following ordinary resolution:
"Resolved on the recommendation of the directors of the Company and in
accordance with Article 141 of the Articles of Association of the Company a sum
of Naira 301,694,876 out of the balance standing to the credit of General
Reserve as at the year ended 31st December 2009 be capitalized and that the
directors of the Company be and are hereby authorized to appropriate the said
capitalized sum of Naira 301,694,876 to the members holding the shares of the
Company at the close of business on 20 April 2010 in the proportion of 1
ordinary share of 50 kobo for every 2 ordinary shares of 50 kobo each held by
them on that day on condition that the new capitalised sum of Naira 301,694,876
not be paid in cash to members holding ordinary shares but applied on their
behalf in paying up in full at par 603,389,752 shares of 50 kobo each now issued
to be allotted, distributed and credited as fully paid up to amongst the said
members in the proportions aforesaid."
Voting and Proxies
On a show of hands, every member present in person or by proxy shall have one
vote, and on a poll, every member shall have one vote for each share of which he
is the holder.
A member of the Company entitled to attend and vote at the annual general
meeting (the "Meeting") is entitled to appoint a proxy to attend, speak and vote
instead of that member. A proxy need not be a member of the Company.
Registered holders of certificated shares and holders of dematerialised shares
in their own name who are unable to attend the Meeting and who wish to be
represented at the Meeting, must complete and return the attached form of proxy
in accordance with the instructions contained in the form of proxy so as to be
received by the share registrars, First Registrars Nigeria Limited at Plot 2,
Abebe Village Road, Iganmu, Lagos, or Computershare Investor Services
(Proprietary) Limited, 70, Marshall Street, Johannesburg, 2001, South Africa, PO
Box 61051, Marshalltown, 2107, not less than 48 hours before the time of the
Meeting.
Holders of the Company`s shares in South Africa (whether certificated or
dematerialized) through a nominee should timeously make the necessary
arrangements with that nominee or, if applicable, Central Securities Depository
Participant ("CSDP") or broker to enable them to attend and vote at the Meeting
or to enable their votes in respect of their shares to be cast at the Meeting by
that nominee or a proxy.
Dividend Payment
If the dividend recommended is approved and declared, those shareholders whose
names appear in the Company`s Register of Members kept in Nigeria as at the
close of business on 20th of April, 2010, shall have dividend warrants posted to
them or have their designated bank accounts credited directly on the 31st day of
August 2010. Dividends due to shareholders whose names appear on the South
African Register of Members at the close of business on the 20th of April 2010
(certificated or dematerialized), will, on the 31st day of August 2010, either
be electronically transferred to shareholders` bank accounts or, in the absence
of suitable mandates have dividend cheques posted to them, or will have their
accounts, at their CSDP or broker credited.
Closure of Registers of Members
The Registers of Members and Transfer Books of the Company (Nigerian and South
African) will be closed between 21st of April 2010 and 27th April 2010 (both
days inclusive) and 14th of April 2010 and 20th of April 2010 (both days
inclusive) respectively, in terms of the provisions of Section 89 of the
Companies and Allied Matters Act Cap. C20 Laws of the Federation 2004 (the
"Companies Act").
Nomination for the Audit Committee
In accordance with Section 359 (5) of the Companies Act, any member may nominate
a shareholder as a member of the Audit Committee, by giving notice in writing of
such nomination to the Company Secretary at least 21 days before the Meeting.
Dated this 15th day of April 2010
By the Order of the Board
Oredeji K. Delano (Mrs.)
Chief Compliance Officer & Company Secretary
Registered Office
2, Ajose Adeogun Street
Victoria Island, Lagos
Johannesburg
15 April 2010
Sponsor:
Deutsche Securities (SA) (Proprietary) Limited
Date: 15/04/2010 09:31:01 Produced by the JSE SENS Department.
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