Thursday, March 8, 2018 /10:16 AM / NSE
Notice is hereby given that the 2nd Annual meeting of the members of Med-view Airline Plc will be held at Classic Event Center at No 7a, Kudirat Abiola Way , Oregun Lagos on March 28, 2018 at 10.00 am., for transaction of the following business:
To receive the report of directors, the Audited Financial statements for the year ended December 31, 2017 and Report of the Auditors and Audit committee thereon.
1. To declare a dividend.
2. To elect/re-elect retiring Directors.
3. To authorize the Directors to fix the remuneration of the Auditors for the ensuring year.
4. To elect shareholders representatives
2. To consider and if though fit pass the following as ordinary resolutions:
“that, pursuant to the resolution of the shareholders at the last Annual General Meeting held on the 17th May, 2017 to raise additional capital and subject to the provisions of the companies and allied matters Act CAP C20 laws of the federation (CAMA) 2004, Investment and Securities Act 2007, and subject to the approval of the Securities and Exchange commission and in compliance with the listing rule of the Nigerian Stock Exchange;
ii. The Directors be and hereby authorized to enter into any agreements and or execute any other documents necessary for and/or incidental to effecting the resolutions above.
iii. The Directors be and hereby authorized to appoint any such professional parties and perform all such other acts and do all such other things as may be necessary for or incidental to effecting the above resolutions, including without limitation, complying with the directives of any regulatory authority.
iv. That all acts carried out by the Directors and Management of the company hitherto in connection with the above, be and hereby ratified.
3. To consider and if thought fit to pass the following as special resolutions:
i. That the Article of association of the company be amended by deleting the following article 5 in its entirety:
The company shall not any new unissued shares unless the same are offered in the first instance to all shareholders or to all the shareholders of the class or classes being issued in proportion as nearly as may be their existing holdings.
ii. That the Article of Association of the company be amended by deleting by deleting the following article 6 in its entirety:
The offer to existing shareholders shall be notice specifying the number of shares to which the shareholder is entitled to subscribe and limiting a time, not being less than 28 days after the service of the notice, after the expiration of which the offer , If not accepted, will be deemed to be declined.
iii. That the Article of Association of the company be amended by deleting by deleting the following article 7 in its entirety:
On the receipt of an intimation from the shareholders that he decline to accept the shares or after the expiration of the stipulated time as the case maybe, the board of directors may, subject to the terms of any resolution of the company, dispose of the shares of the company at a price not less than the specified in the offer, in such manner as they think most beneficial to the company.
iv. That open the deletion of article 5,6 and 7 the remaining articles from article 8 shall be renumbered in numeric sequence.
v. That the Board of Directors and the company secretary are hereby authorized to take all necessary actions to give effect to the able resolutions.
2. Audit committee
Pursuant to and in accordance with Section 359(5) of the Companies and Allied Matters Act 2004, any member may nominate a shareholder for election as 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. To comply with requirements of the Code of Corporate Governance, nominations shall have proof of Nominee’s financial literacy attached.
3. Closure of Register/Transfer Books
4. Change of Address