Friday, February 15,
2019 10:04AM / NSE
Notice is hereby given that the Fifth Annual General Meeting (“AGM”) of Transcorp Hotels Plc (“the Company”) will hold at Transcorp Hilton Abuja, 1, Aguiyi lronsi Street, Maitama, Abuja, on Friday, March 15, 2019, at 3.00 p.m. to transact the following businesses:
1. To lay before the members, the Audited Financial Statements of the Company for the year ended December 31, 2018 and the Reports of the Directors, Auditors and Audit Committee thereon
2. To declare a Dividend
3. To approve the appointment of Mrs. Owen Omogiafo as a Director
4. To re-elect the following Directors retiring by rotation: Dr. Bakari Wadinga and Hajia Saratu Umar.
5. To authorise Directors to fix the remuneration of the Auditors.
6. To elect/re-elect members of the Statutory Audit Committee.
7. To fix the remuneration of Directors for the year 2019
8. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company: Change of Use of Bond Proceeds
8.1 That the Board and Management be and are hereby authorized to apply to the Securities and Exchange Commission (SEC) for approval to change the use of the unutilized bond proceeds of N368 mn (originally allocated to the development of Transcorp Hilton Port-Harcourt) to the upgrade of Transcorp Hilton Abuja.
8.2 That the Board and Management are hereby authorised to complete and execute all necessary documentation required to give effect to the above stated resolution.
Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment of the proxy to be valid, a proxy form must be completed and deposited at the office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, not later than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the Annual Report.
If the dividend recommended by the Directors is approved by the shareholders at the Annual General Meeting, dividend will be paid by Tuesday, March 19, 2019 to the shareholders whose names appear in the Company's Register of Members at the close of business on Wednesday, February 27, 2019.
3. CLOSURE OF REGISTER
The Register of Members of the Company will be closed from Thursday, February 28, 2019 to March 1, 2019 (both dates inclusive) for the purpose of updating the Register of Members.
4. AUDIT COMMITTEE
In accordance with Section 359(5) of the Companies and Allied Matters Act, Cap C20, LFN, 2004, any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the AGM. The Securities and Exchange Commission's Code of Corporate Governance for Public Companies provides that members of the Audit Committee should have basic financial literacy and should be able to read financial statements.
Notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of e-dividend. Detachable application forms for e-dividend are attached to the Annual Report to enable all shareholders furnish particulars of their accounts to the Registrar as soon as possible.
6. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES
Shareholders are hereby informed that a number of share certificates and dividend warrants have been returned to the Registrars as unclaimed. Any shareholder affected by this notice is advised to contact the Company's Registrars, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, to lay claim.
7. BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION
The biographical details of the Directors standing for re-election are provided in the 2018 Annual Report and the Company's website at www.transcorphotelspic.com.
8. E- ANNUAL REPORT PUBLISHED ON THE WEBSITE
In order to improve delivery of our Annual Report, we have inserted a detachable form in the 2018 Annual Report and hereby request shareholders to complete the form by providing their details and thereafter return same to the Registrars for further processing. In addition, an electronic version of the Annual Report is available on the Company's website at www.transcorphotelspic.com.
9. RIGHTS OF SHAREHOLDERS TO ASK QUESTIONS
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 on or before Friday, March 8, 2019.
Related News8. TRANSCORP Declares N5.41bn PAT in Q1'18 Results,(SP:N1.76k)