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Med-view Airline Plc Announces Annual General Meeting

Proshare

Thursday, March 8, 2018 /10:16 AM / NSE 

Notice is hereby given that the 2
nd 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:  

Ordinary 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


Special Business

1.      To fix the remuneration of the Directors.

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;
i.   The Directors be and are hereby authorized to offer for subscription a total of 2,249,350,600 ordinary shares of 50k each at a price to be determined by the directors acting in best interest of the company;

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.

NOTES:
1.     Proxy
A member entitled to attend and vote at the meeting is also entitled to appoint a proxy and vote instead of him/her. Aproxy need not to be a member of the company. A proxy form is in the Annual Report, and if it is to be valid for the purpose of the meeting, it should be completed, stamped and deposited at the registered office of the company not less than 48 hours before the time for holding the meeting.

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
The Register of members and Transfer Books will be closed from March 21, 2018 to March 27, 2018 (both days inclusive) for the purpose of updating the Register.

4.   
Change of Address
Members are required to notify the Company Secretary on the change if any, in their registered addresses.

5.    Right of Securities’ Holders to ask Questions
In compliance with rule 19.12 (c) of the Nigerian Stock Exchange’s, Securities’ Holders have a right to ask questions not only at the Meeting, but also in writing prior the Meeting, and such questions must be submitted to the Company on or before 2018.

6.   
Dividend
If approved, dividend will be payable on April 3, 2018, at the rate of 3kobo per every 50kobo ordinary share, to shareholders whose names are registered in the Register of Members as at close of business on March 20, 2018.

7.   
E-Dividend
Pursuant to the directive of the Securities and Exchange Commission notice is hereby given to all shareholders to respectively open a bank account, stockbroking account and CSCS account for the purpose of e-dividend. Forms are attached to this annual report for completion by all shareholders to finish the particulars of these accounts to the Registrars (African Prudential Plc.) as soon as possible.

8.   
E-Report
In order to improve delivery of our Annual Report, we have inserted a detachable form to the Annual Report and hereby request shareholders who wish to receive the Annual Report of the Company in an electronic format, to complete and return the form to the Registrar for further processing.

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