NEIMETH To Hold 61st AGM on March 5, 2020; Attendance By Proxy

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Tuesday, February 04, 2020 / 3:30 PM / NSE / Header Image Credit: NEIMETH


Notice is hereby given that the 61st Annual General Meeting of members of NEIMETH INTERNATIONAL PHARMACEUTICALS PLC will be held at NECA House Plot A2, Hakeem Balogun Street, Alausa, Ikeja, Lagos on Thursday, 5th March, 2020 at 11.00 noon to transact the following businesses:


Ordinary business:

1.   Receive the Report of the Directors, Statement of Financial Position as at September 30th, 2019 together with the Statement of Comprehensive Income for the year ended on that date and the Reports of the Auditors and Audit Committee thereon

2.      Re-elect Directors

3.      Approve the remuneration of Directors

4.      Re-appoint PKF Professional Services as the auditors of the Company and authorize the Directors to fix their remuneration for the ensuing financial year.

5.      Elect members of the Audit Committee


Special Business:

6.   To consider and if thought fit, pass the following resolutions as Special Resolutions to reduce the share capital of the Company:

(a)."That pursuant to Section 106 of CAMA and the Articles of Association of the Company, and subject to the confirmation of the court, the share premium account of the Company be reduced by N898,164,000 (Eight Hundred and Ninety Eight Million, One Hundred and Sixty Four Thousand Naira) from N1,020,603,000 (One Billion, Twenty Million, Six Hundred and Three Thousand Naira) to N122,439,000 (One Hundred and Twenty-Two Million Four Hundred and Thirty-Nine Thousand Naira) and the amount by which the share premium account is so reduced be credited to a Capital Restructuring Reserve Account."

(b). "That pursuant to the Resolutions in paragraph (a) above, the amount of N898,164,000 (Eight Hundred and Ninety-Eight Million, One Hundred and Sixty-Four Thousand Naira) standing to the credit of the Capital Restructuring Reserve Account be applied in writing off the accumulated losses of the Company."

(c). "That the Solicitors of the Company be directed to seek orders of the Court sanctioning the balance sheet restructuring contained in the foregoing resolutions."

7.  "That the terms of, and transactions contemplated by the Company's appointment of professional parties in connection with this Resolution, and prior to this Resolution being passed:

(i) be and are hereby ratified and approved; and

(ii) are in accordance with and do not contravene the Company's Articles of Association or other constitutional documents or any law or other obligation of the Company, and that the performance of obligations pursuant to the appointment of such professional parties, on behalf of the Company, be and are hereby ratified and approved."

8.  "The directors be and are hereby authorised to enter into any agreements, execute any other documents and to appoint such further professional parties as the Board may deem necessary for or incidental to effecting the foregoing resolutions."

9.  The Board and the Company Secretary be and are hereby authorised to do all such acts, deeds, matters and things as the Board may deem necessary for or incidental to effecting the above resolutions, including without limitation authorising professional advisers to do so on their behalf and complying with directives of any regulatory authority.

 

Notes:

1). Proxy:

A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself /herself. A proxy need not be a member. A form of proxy is enclosed and if it is to be valid for the purpose of the meeting, it must be completed and deposited at the Registered Office of the Company at Plot 16, Akanni Doherty Layout (Billings Way),, Oregun Industrial Estate,, Oregun or with the Registrar, Meristem Registrars and Probate Services Limited, 213 Herbert Macaulay Way, Adekunle,, Yaba, Lagos not less than 48 hours before the time for holding the meeting.

2). Closure Of Register And Transfer Books:

The Register of members and Transfer Books of the Company will be closed on Monday, 24th February, 2020 and re-open on Thursday, 27th

February, 2020 for the purpose of updating the records.

3). Audit Committee:

In accordance with Section 359(5) of the Companies and Allied Matters Act 1990, all nominations in writing of Members for election to the Audit Committee should reach the Company Secretary at least 21 days before the time for holding the Annual General Meeting.

4) Rights Of Securities' Holders To Ask Question

Securities' holders have a right to ask questions not only at the meeting but also in writing prior to the meeting and the date prior to the meeting by which such questions must be submitted to the Issuer.

 

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