DANGSUGAR Notifies of Resolutions Passed At Its Extra-Ordinary General Meeting


Monday, July 13, 2020 / 11:35 AM / NSE / Header Image Credit: Dangote Sugar

The members of Dangote Sugar Refinery Plc. at its Extra-Ordinary General Meeting held at 12:00 noon July 9th, 2020 at the Eko Hotel & Suites, Plot 1415, Adetokunbo, Ademola Street, Victoria Island, Lagos proposed and passed the following resolutions:

1. Ordinary Resolution

"That the authorised share capital of the Company be and is hereby increased from N6,000,000,000 (Six Billion Naira) to N7,500,000,000 (Seven Billion, Five Hundred Million Naira) by the creation of 3,000,000,000 (Three Billion) new ordinary shares of 50 kobo each to rank pari passu in all respects with the existing ordinary shares of the Company."

2. Special Resolutions

(A) "That Clause 6 of the Company's Memorandum of Association be and is hereby amended by the adoption of a new clause, which reads as follows:

"The share capital of the Company is NGN7,500,000,000 (Seven Billion, Five Hundred Million Naira) divided into 15,000,000,000 (Fifteen Billion) ordinary shares of 50 kobo each."

(B) "That the Articles of Association of the Company be and is hereby amended by the inclusion of the following new Clauses 69 and 70 (Proceedings of Directors) and subsequent Clauses of the Articles be re-numbered seriatim:

69. Approval of written resolutions as aforesaid given by letter or electronic mail purporting to have been initialed by or signed by a Director shall be assumed to have been so initialed or signed.

70. (a) Any Director or his or her alternate may validly participate in a meeting of the Board or a Committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.

(b) A person so participating by telephone or other communication shall be deemed to be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of

those participating is assembled or, if there is no group which is larger than any other group, the meeting shall be deemed to take place at the registered address of the company.

(c) A resolution passed at any meeting held in the above manner, and signed by the Chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or Committee, as the case may be) duly convened and held."

(C)"That the Articles of Association of the Company be and is hereby amended by the inclusion of a second paragraph to the current Clause 89 as follows:

89 (b) Electronic delivery of meeting notices and documents to Directors shall be considered as valid and effectual as notices and documents delivered vide a letter by postage and/or hand delivered."

3. Other Acts

"The Directors be and are hereby authorised to take all necessary steps to give effect to these resolutions."

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