Thursday, April 25, 2019 01:50PM / NSE
Notice is hereby given that the Fifty-Ninth (59) Annual General Meeting (AGM) of Berger Paints Nigeria Plc. will be held at Sheraton Lagos Hotel, 30 Mobolaji Bank Anthony Way, Maryland, Ikeja, Lagos State on Thursday, May 23, 2019 at 10:00 a.m, or so soon thereafter, to transact the following business:
“That the general mandate given to the Company 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 be and is hereby renewed.”
A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy in his/her stead. A proxy need not be a member of the Company. A proxy form is attached to the Annual Report and Accounts. All instruments of proxy should be completed, duly stamped and deposited at the office of the Company's Registrars, Meristem Registrars and Probate Services Limited (Registrars) at 213 Herbert Macaulay Way, Adekunle, Yaba, Lagos State not later than 48 hours before the time of holding the meeting.
Closure of Register of Members and Transfer Books
The Register of Members and Transfer Books of the Company will be closed from April 29 to May 3, 2019 (both days inclusive) for the purpose of updating the Register of Members.
The Board of Directors of the Company has recommended a dividend of 65kobo per share, subject to withholding tax. If approved at the meeting, the dividend will be paid electronically on May 24, 2019 to shareholders whose names appear on the Register of Members as at April 26, 2019, and who have completed the e-dividend registration and mandated the Registrar to pay their dividends directly into their bank accounts.
Unclaimed Share Certificates and Dividend Warrants
A number of share certificates and dividend warrants have been returned to the Registrars as ‘unclaimed’. Shareholders affected by this notice is advised to contact then Company's Registrars, Meristem Registrars and Probate Services Limited, 213 Herbert Macaulay Way, Adekunle, Yaba, Lagos State, for resolution.
Shareholders are advised to open bank and CSCS accounts for prompt receipt of dividend payments and in accordance with the directive from the Securities and Exchange Commission. Details of such accounts should be sent to the Registrars. A detachable e-dividend form is attached to the Annual Report and Accounts. The form may also be downloaded from the Company's website.
Nominations to the Audit Committee
In accordance with Section 359 (5) of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria, 2004, any member may nominate a shareholder as a member of the Audit Committee, by giving notice in writing, of such nomination to reach the Company Secretary at least 21 days before the Annual General Meeting.
Election /Re-Election of Directors
Mr Arjan Sircar is being proposed to be elected as a Director at the meeting. Additionally, Chief Musa Danjuma and Mr Kunle Olowokande are retiring by rotation at this meeting in line with section 259 of CAMA. The retiring Directors, being eligible, are offering themselves for re-election as Directors at the AGM. The profiles of the Directors are contained in the Annual Report and on the Company's website at www.bergerpaintsnig.com.
In line with the Nigerian Stock Exchange Rules on Transactions with Related Parties, the Company is required to seek a renewal of the general mandate from shareholders as per item 9 of the agenda above. Members had given a general mandate to the Company at the last Annual General Meeting to enable it enter into related party transactions for the Company's day-to-day operations.
Rights of Shareholders
Shareholders have a right to ask questions not only at the meeting, but also in writing prior to the meeting, and such written questions must be submitted to the Company Secretary/Legal Adviser, on or before May 17, 2019.
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Graph 1: Berger Paints Nigeria Plc – One Year Share Price Movement
Table: Unaudited Q1 2019 Results