Notice is hereby given that the 13th Annual General Meeting ("AGM") of Global Spectrum Energy Services Plc ("the Company"), will hold on 31st of August, 2020, at Dover Hotel, Plot 10, Road 16, Olubunmi Owa Street, Lekki Phase 1, Lagos, Nigeria, at 11.00 a.m. to transact the following businesses:
1. To lay before the members, the Audited Financial Statements for the year ended December 31, 2019, together with the Reports of the Directors, Auditors and Audit Committee thereon.
2. To elect/re-elect Directors.
3. To authorise the Directors to fix the remuneration of the Auditors for the 2020 financial year.
4. To elect members of the Audit Committee in accordance with Section 359(4) (5) of the Companies and Allied Matters Act, CAP. C20 LFN 2004.
5. To fix the Remuneration of the Directors.
6. To consider and if thought fit, to pass the following as an ordinary resolution:
"That a general mandate be given to the Directors to enter into recurrent transactions with related parties for the Company's day-to-day operations, including amongst others the procurement of goods and services, on normal commercial terms."
A member entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. All instruments of proxy must be duly completed and deposited either at the office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at cfc@africaprud#ential.com not later than 48 hours before the commencement of the meeting to enable the company stamp the proxy at its expense. A blank proxy form is attached to the Annual Report and will also be made available on the Company's website www.globalspectrumplc.com for members' ease of access.
2. In compliance with the Federal and State Governments' directives on social distancing and gatherings, and rules limiting social gatherings to a maximum of 20 persons, as well as the guidelines issued by the Corporate Affairs Commission (CAC) on the Holding of AGM by Public Companies by Proxy, the company has obtained the approval of the Corporate Affairs Commission to conduct the meeting by proxy only and to consider the special businesses listed above. Consequently, Shareholders are required to appoint a proxy of their choice from the list of nominated proxies below:
a) Rear Admiral Austin Oyagha rtd.
b) Mrs. Odunuga Samiat Adebanke
c) Mr. John Williams Adebayo
d) Mr. Adetola Raheem
3. Closure of Register
The Register of Members and the Transfer Books of the Company would be closed from the 14 day of August 2020 to the 21st day of August, 2020 (both dates inclusive) for the purpose of the AGM notice.
4. Nomination to The Audit Committee
In accordance with Section 359(5) of the Companies and Allied Matters Act, Cap C20, LFN, 2004, any member may nominate a shareholder for election 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 AGM. Such notice of nominations should be sent via email to firstname.lastname@example.org for the attention of the Company Secretary. The Securities and Exchange Commission's Code of Corporate Governance for Public Companies provides that members of the Audit Committee should have basic financial literacy and should be able to read financial statements.
5. E-Dividend Registration
Notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of receiving dividend payments electronically. A detachable application form for e-dividend is attached to the Annual Report to enable all shareholders furnish particulars of their accounts to the Registrar (Africa Prudential Plc) as soon as possible.
6. Unclaimed Dividend Warrants and Share Certificates
Shareholders are hereby informed that a number of dividend warrants which were returned to the Registrars as unclaimed are still in the custody of the Registrars. Any shareholder affected by this notice is advised to contact the Company's Registrars, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at email@example.com to lay claim.
7. Profiles of Directors
The profiles of Directors for election/re-election are published in the 2019 Annual Report for Shareholders consideration.
8. E- Annual Report Published on The Website
In order to improve delivery of our Annual Report, we have inserted a detachable form in the 2019 Annual Report and hereby request shareholders to complete the form by providing their contact and any other requested details and thereafter return same to the Registrars for further processing. Additionally, an electronic version of the 2019 Annual Report is available on the Company's website at www.africaprudential.com
9. Rights of Shareholders to Ask Questions
Pursuant to Rule 19.12 (c) of the Nigerian Stock Exchanges regulation, Shareholders and other Securities holders of the company have the right to ask questions not only at the AGM, but also in writing prior to the Meeting, and such questions must be submitted to the Company at least one week before the date of the meeting.
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Table: Q3 2019 Unaudited Results