Friday, July 10, 2020 / 2:19 PM / NSE / Header Image Credit: Policymed
Notice is hereby given that the Forty-Ninth Annual General Meeting of GlaxoSmithKline Consumer Nigeria PLC will be held at its Head Office, GSK Nigeria House, 1, Industrial Avenue, Ilupeju, Lagos, on Thursday, 23rd July 2020 at 11 o'clock in the forenoon to transact the following business:
1. To lay before the members, the report of the Directors and the Audited Financial Statements for the year ended 31st December 2019, together with the reports of the Auditors and Audit Committee thereon.
2. To declare a Dividend.
3. To elect/re-elect Directors.
4. To authorize the Directors to fix the remuneration of the Auditors.
5. To elect the members of the Audit Committee.
6. To fix the remuneration of the Directors.
7. To consider and pass the following resolution as an ordinary resolution of the Company:
â€œThat the general mandate given to the Company to enter into transactions with related parties for the Company's day-to-day operations, including the procurement of goods and services, on normal commercial terms in compliance with the NSE Rules Governing Transactions with Related Parties or Interested Persons, be and is hereby renewed.â€
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.
Shareholders should note that in view of the COVID-19 pandemic and following the Government's restrictions on public gatherings approved that attendance to the meeting shall only be by proxy to ensure public health and safety. A Member entitled to attend and vote at the AGM is advised to select from the under listed proposed proxies, to attend and vote in his or her stead:
A proxy form is attached to the Annual Report. All instruments of proxy must be deposited at the office of the Company's Registrars, Greenwich Registrars & Data Solutions Limited, 274 Murtala Muhammed Way, Yaba, Lagos, P.M.B. 12717, Lagos or via E-mail: email@example.com not later than 48 hours before the time of the meeting. The Company has made arrangements to bear the cost of stamp duties on the instruments of proxy.
II. Payment of Dividend
If the dividend recommended is approved, dividend would be paid electronically on Friday, 24th July 2020 to holders of shares whose names appear in the Register of Members at the close of business on Monday, 22rd June 2020, and who have completed the e-dividend registration and mandated the Registrar to pay their dividends directly into their bank accounts.
III. Closure of The Register and Transfer Books
Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from the commencement of business on Tuesday, 23rd June 2020 to Thursday, 2nd July 2020, both days inclusive, for the purpose of qualifying for dividend and attendance at the Annual General Meeting Members.
IV. Nominations for The Audit Committee
In accordance with Section 359(5) of the Companies and Allied Matters Act (Cap C20, Laws of the Federation of Nigeria, 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 Annual General Meeting. The Securities & Exchange Commission's Code of Corporate Governance for Public Companies has indicated that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements. We therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.
V. Unclaimed Dividends
Several dividend warrants remain unclaimed or are yet to be presented for payment or returned to the Registrars for revalidation. A list of such members will be circulated with the Annual Report and Financial Statements. Members affected are advised to complete the e-dividend registration or write to or call at the office of the Company's Registrars, Greenwich Registrars & Data Solutions Limited, 274 Murtala Muhammed Way, Yaba, Lagos, P. M.B. 12717, Lagos during normal working hours. Shareholders are encouraged to update their mailing addresses by forwarding the latest information to the Company or its registrars, Greenwich Registrars & Data Solutions Limited at their registered addresses stated above.
Shareholders who are yet to complete the e-dividend registration are advised to download the Registrar's E-Dividend Mandate Activation Form, which is also available on our website - www.gsk.com/ng or Greenwich's website - www.gtlregistrars.com complete and submit to the Registrar or their respective Banks.
VII. Securities Holders' Rights
Rule 19(12) of the Rulebook of the Nigerian Stock Exchange reserves the right of Shareholders and other holders of the Company's Securities to ask questions not only at the meeting but also in writing prior to the meeting. Such Shareholders or holders of other securities may submit to the office of the Company Secretary written memoranda of their questions, observations or concerns arising from the Annual Reports & Accounts at least one week before the Annual General Meeting to firstname.lastname@example.org and forward copies to the relevant regulatory bodies.
VII. Electronic Annual Report
The soft copy of the 2019 Annual Report can be accessed on our website and sent to our shareholders who have provided their email addresses and WhatsApp numbers to the Registrars. Shareholders who are interested in receiving the soft copy of the 2019 Annual Report should request via email to: email@example.com.
IX. Live Streaming of AGM
The AGM will be streamed live online. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The link for the AGM live streaming will be made available on the Company's website at https://ng.gsk.com/en-gb/investors/
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Table: Q1 2020 Unaudited Results