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NPFMCRFBK to Hold 25th AGM on July 25 2019

Stock & Analyst Updates	1844 VIEWS
Stock & Analyst Updates
1844 VIEWS

Tuesday, June 25, 2019 06:14PM / NSE

Notice is hereby given that the twenty-fifth annual general meeting of NPF Microfinance Bank Plc. Will Hold At Ibom Hotel And Golf Resort, Nwaniba Road, Uyo, Akwa Ibom State On Thursday 25th July, 2019 At 11:00a.M. To Transact The Following Business:

Ordinary business

To receive the Audited Financial Statements for the period ended December 31, 2018 together with the Reports of the Directors, Auditors and Statutory Audit Committee thereon,
To declare a dividend
(i) To re-elect the following retiring Directors;

Mr. Mohammed D. Saeed
Mr. Azubuko Joel Udah
Mr. Jibrin Garba Gane

(ii). To approve the appointment of the following Directors;

Mr. Dasuki D. Galadanchi
Mr. Usman Isa Baba

4. To authorise Directors to fix the remuneration of the Auditors

5. To elect members of the Audit Committee

Special Business

6. To consider and if thought fit pass the following as an ordinary resolution: “That the directors’ annual fees for the year ending 31 December 2019 be and is hereby fixed at N25,000,000.00”.

7. To consider and if thought fit pass the following as an ordinary resolutions:

a. “That the Directors of the Company be authorised to offer to the general public and any other investor 3,000,000,000 units of its authorised share capital by a combination of Rights Issue and Public Offer on a date and at a price to be determined by them, subject to the approval of the Regulatory authorities”.

b. “That the Directors of the Company be and are hereby authorised to allot the shares on offer in line with regulatory requirement”

c. That the Directors of the Company be and are hereby authorised totake all necessary steps and do all that is required to list the new shares of the Company on the floor of the Nigeria Stock Exchange at a date to be determined by them”.

To consider and if thought fit pass the following as Special Resolution:-

That Clause 28 (a) of the Bank’s Articles of Association be amended by deleting that clause and replacing it as follows; “The quorum necessary for the transaction of the business of the Board shall be seven (7)”.

To consider and if thought fit pass the following as Special Resolution:-

That a new clause 27 (b) be include in the Articles of Association as follows; “Any Director may validly participate in Board meetings by conference telephone or other forms of communication equipment provided all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be entitled to vote and counted in deciding if there is a quorum. Such meeting shall be deemed to take place where the largest group of those participating is assembled or where the chairman of the meeting is seated”.

PROXY

A member of the Company entitled to attend and vote at any General Meeting is entitled 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 must be deposited at the office of the Registrars, Cardinalstone Registrars Ltd, No. 358 Herbert Macaulay Way, Yaba, Lagos not less than 48 hours before the time fixed for the meeting.

NOTES

(1). Payment of dividend

If the dividend recommended by the Directors is approved by members at the Annual General Meeting, the dividend shall be paid on Thursday 25th July, 2019 to Shareholders’ whose names are registered in the Register of Members at the close of business on Friday 5 July, 2019.

(2). Closure of register

The Register of Members and Transfer Books will be closed from Monday 8^th July to Friday 12th July, 2019 (both days inclusive) to enable the Registrar prepare for payment of dividend.

(3) Unclaimed dividend warrants

Some dividend warrants have remained unclaimed or are yet to be presented for payment or are in need of revalidation. Any member affected by this notice is advised to contact the Registrar. The list of unclaimed dividend can also be accessed at the Registrar’s office or via the Company’s website www.npfmicrofinancebank.com

(4) Statutory audit committee

In accordance with Section 359 (5) of the Companies and Allied Matters Act, 2004, a shareholder may nominate another shareholder for appointment to the Audit Committee. Such nomination should be in writing and must reach the Company Secretary not less than 21 days before the Annual General Meeting. The Code of Corporate Governance of the Securities and Exchange Commission (SEC) and Central Bank of Nigeria (CBN) provides that members of the Audit Committee should have basic financial literacy and be knowledgeable in internal control process. We therefore request that nominations be accompanied by a copy of the nominee’s curriculum vitae.

(5) E-annual report

The electronic version of the Annual Report’ is_ available at www.npfmicrofinancebank.com Shareholders who have provided their email details to the Registrar will receive the electronic version of the Annual Report via email. Additionally, shareholders who are interested in receiving the electronic version of the Annual report may request via e-mail to registrars@cardinalstone.com

(6) Biographical details of directors

The profile of all Directors submitted for election or re-election are contained in the Annual Report.

(7) Right of shareholders to ask questions

Shareholders reserve the right to ask questions not only at the Annual General Meeting, but also in writing prior to the meeting on any item contained in the Annual Report and Accounts. Such questions should be addressed to the Company Secretary, NPF Microfinance Bank Plc, Aliyu Atta House, No. 1 Ikoyi Road, Obalende, Lagos on or before 16th July, 2019.

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