Friday, April 22, 2016 5:20PM/ Forte Oil Plc
Notice is hereby given by that the Thirty Seventh Annual General Meeting of the meeting of the Members of FORTE OIL PLC will held on April 26, 2016 at 10:00 a.m. at the Imperial, Lekki Coliseum Building, Providence Street, Lekki Phase 1, Laggos to transact the following business:
1. To present the Report of the Directors, the Consolidated Statement of Financial Position with the statement of Comprehensive income at 31st December, 2015 and the report of the Auditors and Audited Committee thereon.
2. To declare a dividend.
3. To re-elect Dr. (Mrs.) Grace Ekpenyong to the Board of Director whose term expires in accordance with expires in accordance with Article 89 of the company’s Articles of Association.
4. To ratify the appointment of Mr. Anil Dua as a Non-Executive Director in the Company.
5. To authorized the Directors to fix the remuneration of the Auditors.
6. To elect/re-elect the members of the Audited Committee.
1. To fix the remuneration of the Directors
2. To consider and if thought fit, ass the following as on ordinary resolution. That pursuant to the directive of the SEC, 5599908units of Forte Oil shares transferred to the Company as part of a settlement with Mr. Osa Osundeand Fidelity Finance Ltd. Be sold to existing shareholders of the Company on a pari passu basis at the market price Three Hindered Naira ( N300) per share pursuant to Article 12 of the Company’s Memorandum Articles and Articles of Association.
3. To consider and if through fit, pass the following resolution as an ordinary resolution of the company that in compliance with rule of the NSE governing transactions with related parties or interested persons, the company be and hereby granted a general mandate in respect of all recurrent transactions entered into with a related party or interested person which are of a revenue or trading nature or are necessary for company’s day to day operations.
Raising of additional capital
4. To consider and if approved to [passed with or without modification and ordinary resolution that pursuant to Article 79 of the Memorandum and Articles of Association. The Directors are hereby authorised to raise by way of a public offering , rights issue or any other method they deem fit, additional equality and/or debt capital up to the sum of N100 Billion through the issuance of shares , convertible securities or non-convertible securities, global depository receipts, medium term notes, medium notes, loan notes, bonds or any other instruments whether as a standalone transactions or by way of a programme in such branches, series or proportion , at such coupon or interest rates within such maturity periods. At such dates and time and on such process all of which shall be determined by the Directors subject to all relevant regulatory approvals.
A member entity to attend and vote at the Annual General Meeting is entities to appoint a proxy to attend and vote in his stead .a proxy need not be a member of the Company. For the appointment to be valid, a completed and duly stamped proxy form by the Commissioner of Stamp Duties must be deposited at the office of the Registrar.Veritos Registrar Limited. Plot 89A Ajose Adeogun Street. Vicoria Island, Lagos not less than 48 hours before the time fixed for the meeting.
Closure of Register
The Shareholders register and Book of Transfers will thereafter be closed from April 18- April 21, 2016 to enable the Register prepare for the payment of Dividend.
If the recommended is approved, dividend warrants will be posted on April 27th, 2016to shareholders whose names appear on the Company’s shareholder Register at the close of Business on April 15, 2016
The Audit Committee consist of 3 shareholders and 3 Directors in accordance with Section 359(5) of the Companies and Allied Matters Act of 2004. Any Member may nominate a shareholder as a member of the Audit Committee by giving in writing of such nomination to the secretary of the Company at least 21 days before the Annual General Meeting.
Right of Securities ‘Holders to Ask Questions
Securities holders have a right to ask question not only there meeting but also in writing prior to the meeting and such questions must be submitted to the Company’s secretary on or before April 13, 2016