Notice is hereby given that the 25th Annual General Meeting of CUSTODIAN INVESTMENT PLC (the Company) will hold at The Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos on Wednesday, April 15, 2020 at 10a.m. to transact the following:
1. To receive the Audited Financial Statements for the year ended December 31, 2019 and the Report of the Directors, Auditor's Report and the Audit Committee Report thereon.
2. To declare a Dividend.
3. Tore-elect the following Directors retiring by rotation:
I. Dr. (Mrs.) Omobola Johnson
ll. Mr. Richard Asabia
4. To consider and if thought fit, pass the following resolutions which shall be proposed as ordinary resolution:
a. Following the completion of the tenure of the External Auditors [Ernst & Young] in line with the Company's governance policy, the Directors are hereby authorised to appoint a new External Audit Firm.
b. To authorise the Directors to fix the remuneration of the Auditors.
5. To elect members of the Audit Committee in accordance with Section 359  of the Companies and Allied Matters Act, CAP C20, 2004.
To consider and if thought fit, pass the following as Ordinary Resolution
6. That the Directors be and are hereby authorized to raise additional capital via the issue of Debt Instruments, Preference shares or Ordinary shares or a combination of any of these options whether by way of Private Placements, Rights to existing Shareholders or Offer for Subscription at a quantum and price upon such other terms and conditions to be determined at the discretion of the Directors and subject to any requisite regulatory approvals.
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.
All instruments of proxy duly stamped by the Commissioner of Stamp Duties in accordance with the Stamp Duties Act should be deposited with the Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Sabo, Yaba Lagos, not later than 48 hours before the time for holding the meeting. A Corporate body being a member of the Company is required to execute a proxy under seal.
If approved, dividend will be payable on Wednesday, April 15, 2020, at the rate of 35kobo per every 50kobo ordinary share, to shareholders whose names appear in the Register of Members at the close of business on Thursday, April 2, 2020 (bringing total Dividend paid for 2019 financial year to 45kobo), subject to deduction of appropriate withholding tax. Shareholders who have completed the e-Dividend Mandate Forms will receive a direct credit of the dividend into their bank accounts on the day of the Annual General Meeting (Wednesday, April 15, 2020).
Shareholders are kindly requested to update their records and advise Meristem Registrars and Probate Services Limited of their updated records and relevant bank accounts for the payment of their dividends. A detachable form in respect of mandate for e-dividend payment is attached to the Annual Report for convenience. The aforementioned form can also be downloaded from the Company's website at www.custodianplc.com.ng or from Meristem Registrars and Probate Services Limited's website www.meristemregistrars.com.
The duly completed forms should be returned to Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Yaba, Lagos.
Closure of Register of Members
Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Friday, April 3, 2020 to Thursday, April 9, 2020 [both dates inclusive].
Biographical Details of Directors for Re-election
Biographical details of Directors standing for re-election are provided in the Annual Report.
A copy of this Notice and other information relating to the meeting can be found on the Company's website www.custodianplc.com.ng.
Rights of Securitiesâ€™ Holders to ask Questions
Securitiesâ€™ Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting and such questions must be submitted to the Company at 16A, Commercial Avenue, Sabo, Lagos on or before Wednesday, April 8, 2020.
In accordance with Section 359 of the Companies and Allied Matters Act, CAP C20 2004 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 Annual General Meeting.
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Table: Audited 2019 Results