Monday, August 10, 2020 / 6:27 PM / NSE / Header Image Credit: Studio Press Nigeria Plc
Notice is hereby given that the 39th Annual General Meeting of Studio Press Nigeria PLC will be held at Manufacturers Association of Nigeria (MAN) House, No. 77 Obafemi Awolowo Way, Ikeja, Lagos on Thursday, 24th September, 2020 at 11.00 a.m. to transact the following businesses:
1. To lay before the meeting the Audited Financial Statements for the year ended 31st December, 2019 and the reports of the Directors, Auditors and the Audit Committee thereon.
2. (a) To re-elect Directors.
(b) Special Notice: Pursuant to Section 256 of the Companies and Allied Matters Act CAP C20, LFN 2004, to propose the following as Ordinary Resolution:
"That Mr. Kolawole Ogunsanya who is retiring at this Annual General Meeting, be and is hereby re-elected a director of the Company, notwithstanding that he has already attained the age of seventy years".
3. To authorize the directors to fix the remuneration of the Auditors.
4. To elect members of the Statutory Audit Committee.
5. To fix the remuneration of the Directors.
6. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:
"That, pursuant to the Nigerian Stock Exchange Rules Governing Transaction with Related Parties or Interested. Persons, a general mandate be and is hereby given authorizing the Company during the 2020 financial year, to procure goods and services necessary for its day to day operations from its related parties or interested persons on normal commercial terms consistent with the Company's Transfer Pricing Policy".
1) Compliance With Covid-19 Related Directives And Guidelines
The Federal Government of Nigeria, State Governments, Health Authorities, and Regulatory Agencies have each issued a number of directive and guidelines aimed at curbing the spread of Covid-19 in Nigeria. Particularly, the Lagos State Government prohibited the gathering of more than 50 people whilst the Corporate Affairs Commission issued guidelines on holding of Annual General Meetings by proxy. The convening and conduct of this Annual General Meeting shall be done in compliance with these directives and guidelines.
A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote in its, his or her stead. A proxy need not be a member of the Company. A proxy form is supplied with this Notice.
For a completed proxy form to be valid for the purpose of this meeting, it must be duly stamped by the Commissioner of Stamp Duties and deposited at the office of the Company Registrars, Greenwich Registrars And Data Solutions Limited, 274, Murtala Mohamed Way, Yaba, Lagos or via email to firstname.lastname@example.org or email@example.com, not later than 48 (forty-eight) hours before the time of holding the meeting...
3) Stamping Of Proxy
The Company has made arrangement at its cost for the stamping of duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated timeline.
4) Attendance By Proxy
In line with the CAC Guideline, attendance at the AGM shall be by proxy only, subject to the quorum provisions in the Company's Articles of Association, and the names of the proxies have been provided in the Proxy Form. Shareholders are required to appoint a proxy of their choice from the list of nominated proxies below:
i) Mr. M. Ayo Oni (Chairman)
ii) Chief Matthew Akinlade
iii) Mr. Opara Clement Anele Chuk
iv) Mr. Oluwaseun Babajide Olukoya
5) Closure Of Register Of Members And Transfer Books:
Notice is hereby given that the Register of Members and Transfer Books of the
Company will be closed from Monday, 14 September, 2020 to Friday, 18 September, 2020, both days inclusive for the purpose of updating the Register of Members.
6) Nominations For The Statutory Audit Committee:
The Statutory Audit Committee comprises of 2 (two) shareholders and 2 (two) Directors. In accordance with section 359(5) of the Companies and Allied Matters Act, CAP C20 LFN 2004, any shareholder may nominate another shareholder for election as a member of the Statutory Audit Committee by giving notice in writing of such nomination, attaching the curriculum vitae of the nominee to the Company Secretaries at least 21 (twenty-one) days before the date of the Annual General Meeting.
Shareholders are enjoined to note that the Securities and Exchange Commission's Code of Corporate Governance for Public Companies requires members of the Statutory Audit Committee to have basic financial literacy and an ability to read financial statements.
7) Rights Of Shareholders To Ask Questions:
Pursuant to Rule 19.12 (c) of the Nigerian Stock Exchange's Rulebook 2015, please note that Shareholders have a right to ask questions not only at the Annual General Meeting, but also in writing prior to the Annual General Meeting. We therefore urge that such questions be submitted to the Company Secretaries not later than 2 (two) weeks before the date of the meeting.
8) Biographical Details Of Directors For Re-Election/Approval
The biographical details of the directors submitted for re-election are contained in the Annual Report and Accounts of the Company under Directors' Profile.
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Table: 2019 Audited Results