ARDOVA to Hold 42nd AGM on April 12, 2021; Lists Proxies

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Thursday, March 18, 2021 / 7:59PM / NSE / Header Image Credit: Ardova Plc

 

Notice is hereby given that the 42nd Annual General Meeting of Ardova Plc will hold at Oduduwa Hall, Southern Sun Hotel, 47 Alfred Rewane Road, Ikoyi, Lagos on Monday 12 April 2021 at 10.00am to transact the following business:


Ordinary Business

  1. To lay before the members, the Audited Financial Position with the Statement of Profit or Loss and other Comprehensive Income for the year ended 31December 2020, the Report of the Directors and the Reports of the Auditors and Statutory Audit Committee thereon.
  2. To declare a dividend.
  3. To re-elect Mrs. Aniola Durosinmi-Etti to the Board of Directors as a Director whose term expires in accordance with Articles 88 and 89 of the Company's Articles of Association but being eligible, offers herself for re-election
  4. To authorize the Directors to fix the remuneration of the External Auditors for the 2021 Financial year
  5. To elect/re-elect the members of the Statutory Audit Committee
  6. To disclose the remuneration of managers of the Company


Special Business

      7. To fix the remuneration of the Directors.

      8. To consider and if thought fit, pass the following as ordinary resolutions:

  1. That pursuant to Article 79 of the Articles of Association, the Company be and is hereby authorized to raise capital in an aggregate amount not exceeding 60,000,000,000.00 (Sixty Billion Naira) through the issuance of shares, convertible or non-convertible securities, loan notes, bonds, global depository notes and any other instrument whether as a standalone or through the establishment of a programme whether by way of a public offering, rights issue, or any other method(s), in such tranches, series or proportions, and at such date and times and on such terms and conditions including through a book building process or any other process as may be determined by the Directors, subject to obtaining all relevant regulatory approvals.
  2. Further to resolution 8(l) above, the Directors be and are hereby authorized to appoint such professional parties and perform all such other acts and do such other things as may be necessary for and/or incidental to the bringing into effect of the above resolutions.


  1. To renew the general mandate authorizing the Company to enter into recurrent transactions which are of a trading nature or those necessary for its day-to-day operations with related parties or companies in accordance with the Rules of the Nigerian Stock Exchange governing transactions with related parties or interested persons.


Notes

Relevant documents in connection with the Meeting are available to all Shareholders from 15 March 2021 on the Company's Website www.ardovaplc.com,

 

Proxy

Members of the Company, entitled to attend and vote, are entitled to appoint proxies to attend and vote in their stead. A proxy need not be a member of the Company. A proxy form is provided with this Annual Report and Financial Statement. The Proxy form has been pre-Stamped for the use of the shareholders. To be valid for the purpose of the meeting, the form must be completed and deposited at the office of the Registrars, Veritas Registrars Limited., not later than 48 hours before the time appointed for holding the meeting. Due to the safety concerns posed by the COVID-19 pandemic and in accordance with the Coronavirus Disease (COVID-19) Health Protection Regulations 2021 ("COVID Regulations"), on the restriction of large gatherings and social distancing measures, the Company has under the guidelines issued by the Corporate Affairs Commission (CAC), obtained the approval of the CAC to hold the Annual General Meeting by proxy. Members are hereby informed, that the Annual General Meeting shall only be held by proxy in line with the said guidelines. The proceedings of the meeting shall also be streamed live.


Attendance at the Annual General Meeting shall be limited to the maximum crowd size for public gatherings stipulated in the COVID Regulations and permitted by Lagos State Government, the host city of the meeting.


Nominated Proxies

In view of the above, Members entitled to vote are advised to appoint any of the under listed proxies to attend and vote in their stead:

1.Mr. AbdulWasiu Sowami

2. Sir Sunny Nnamdi Nwosu, KSS

3.Mrs. Adebisi Oluwayemisi Bakare

4. Mr. Patrick Ajudua

5.Mr. Boniface Okezie

6. Pastor Samson Olagoke

7. Chief Timothy Adesiyan

8. Mrs. Esther Augustine

9. Pastor Alex Adio

 

Each Member is to appoint a proxy by ticking the relevant box in the proxy Form attached hereto to indicate how his/her vote is to be cast for each proposed resolution on the agenda.

 

For the appointment to be valid, a completed and duly stamped proxy form by the Commissioner of Stamp Duties must be deposited at the office of the Registrar, Veritas Registrars Limited, Plot 89A Ajose Adeogun Street, Victoria Island, Lagos or submitted via their email addresses enquiry@veritasregistrars.com or veritasregistrars@veritasregistrars.com not less than 48 hours before the time fixed for the meeting.


Each duly completed proxy form shall be counted as one.


Appointment of Members of the Statutory Audit Committee

The Statutory Audit Committee consists of 3 shareholders and 2 Directors in accordance with Section 404(3) of the Companies and Allied Matters Act 2020. In line with Section 404(6) of the Act any member may nominate a shareholder as a member of the Statutory Audit Committee by giving written notice of such nomination to the Secretary of the Company at least 21 days before the Annual General Meeting. Nominees to the Statutory Audit Committee must be compliant with the laws, rules and regulations guiding listed companies in Nigeria. Accordingly, we would, therefore, request that the nominations be accompanied by acopy of the nominee's curriculum vitae.


Dividend

If the Dividend recommended by the Directors is approved by the members at the Annual General Meeting, Dividend will be paid by 13 April 2021 to the Shareholders whose names appear in the Company's Register of Members at the close of business of 25 March 2021.


Re-Election of Directors

In accordance with Articles 88 and 89 of the Company's Articles of Association, the Directors retiring by rotation is Mrs. Aniola Durosinmi-Etti and being eligible offers herself for re-election. Biographical details of Mrs. Aniola Durosinmi-Etti is available in the Annual Report and on the Company's website, www.ardovaplc.com.


Right to Ask Questions

Members and Stakeholders have the right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company no later than 9 April 2021. For ease of submission a dedicated email address, shareholders@ardovaplc.com has been created to receive the submissions.


Unclaimed Dividends

The Company notes that some dividend warrants sent to shareholders are yet to be presented for payment and some shareholders are yet to mandate their bank accounts for the payment of e-dividends. Therefore, all shareholders with "unclaimed dividends" should address their claim(s) to the Registrars, Veritas Registrars Limited, Plot 89A Ajose Adeogun Street, Victoria Island, Lagos or to the Company Secretary at the address of the registered office. Members are urged to avail themselves of the use of the forms provided to update their information, particularly as it relates to the mandate of their dividend(s) and use of the Central Securities Clearing System (CSCS).


The unclaimed dividend list will be uploaded on the Company's Website  www.ardovaplc.com for your attention and necessary action.


Special Business

The CAC has approved that the matters under Special Business be tabled at the Annual General Meeting.


Viewing of the Proceedings of the Meeting

The Meeting will be streamed live online to enable Shareholders and other Stakeholders who will not be attending physically to follow the proceedings. The link for the live Streaming of the meeting will be made available on the Company's website at www.ardovaplc.com


Closure of Register

The Register of Members will be closed from 26 March 2021 for the purpose of updating the Register of Members.


E-Report

Shareholders who wish to receive only the electronic version of the Company's Annual Report are please requested to complete the detachable form inserted in the Annual Report and return same to the Registrars.


The Company's Annual Reports are available online for viewing and downloading from our website at www.ardovaplc.com or the Registrar's website at www.veritasregistrars.com

  

 

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