Thursday, June 18, 2020 / 6:05 PM / NSE / Header Image Credit: NCR
Notice is hereby given that the 68th Annual General Meeting of NCR (Nigeria) PLC (the "Company") will be held at the Function Room, Muson Centre, 8/9 Marina Road, Onikan, Lagos State, Nigeria, on Wednesday, 22nd July 2020 at 11.00 am to transact the following businesses:
1. To lay before the meeting the Audited Financial Statements of the Company for the year ended 31st December 2019, together with the Reports of the Directors, the Auditors and the Audit Committee thereon
2. To re-elect retiring Directors
3. To authorise the Directors to fix the remuneration of the Auditors
4. To elect members of the Audit Committee
5. To fix the remuneration of the Directors
6. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:
"That in compliance with the rules of the Nigerian Stock Exchange governing transactions with related parties or interested parties, the General Mandate given to the Company to enter into recurrent transactions with related parties for the Company's day-to-day operations, including the procurement of goods and services on normal commercial terms, be and is hereby renewed."
In view of the Lagos State Infectious Diseases (Emergency Prevention) Regulations 2020, prohibiting gatherings in excess of 20 persons as a means of curbing the spread of the current COVID-19 pandemic, and the Guidelines issued by the Corporate Affairs Commission on holding Annual General Meetings by use of proxies, attendance at the Annual General Meeting shall only be by proxy. A member entitled to attend and vote at the Annual General Meeting is, therefore, advised to select from the underlisted proposed proxies to attend and vote in his behalf:
A proxy form is included in the Annual Report. All instruments of proxy must be executed and deposited at the office of the Registrar, Apel Capital Registrars Limited, 8, Alhaji Bashorun Street, Off Norman Williams Crescent, South West Ikoyi, Lagos, P.O. Box 2388 Marina Lagos, or via E-mail: firstname.lastname@example.org not later than 48 hours before the time fixed for the meeting. Arrangements have been made by the Company to bear the cost of stamp duties on the instruments of proxy.
1. Closure Of Register Of Members And Transfer Books
The Register of Members and Transfer Books of the Company will be closed from Monday, 29 June 2020 to Friday, 3 July 2020, both days inclusive, to enable the Registrar to update the Register of members.
2. Audit Committee
3. Unclaimed Share Certificates And Dividend Warrants
Shareholders are hereby informed that several share certificates and dividend warrants have been returned to the Registrar as unclaimed. Affected members are, by this notice, advised to contact the Registrar, Apel Capital Registrars Limited, 8, Alhaji Bashorun Street, Off Norman Williams Crescent, South West Ikoyi, Lagos, email@example.com to claim their share certificates and dividend warrants.
Shareholders who are yet to complete the e-dividend registration are advised to download the E-Dividend Mandate Form from the Registrar's website www.apel.com.ng or from the Company's website: www.ncr.com.ng, complete the form and submit the completed form to the Registrar at the address stated above or any branch of the shareholder's respective bank. A detachable copy of the E-Dividend Mandate Application Form is also attached to the Annual Report.
5. Re-Election Of Retiring Directors
Pursuant to Section 259 (1) of the Companies and Allied Matters Act, CAP C20, LFN, 2004, the Directors to retire by rotation are Otunba Adekunle Ojora and Ms. Louise Georgiou. Please note that Otunba Adekunle Ojora has disclosed that he is above the age of 70 in line with the provisions of the Companies and Allied Matters Act, CAP C20, LFN 2004.
Their profiles are contained in the Annual Reports and are also available for viewing at www.ncr.com.ng
6. Right Of Securities Holders To Ask Questions
Securities holders have a right to ask questions not only at the meeting, but also in writing prior to the Meeting, and such questions should be addressed to the Company Secretary and submitted to the registered office of the Company at least one week before the meeting.
7. Electronic Annual Report
The electronic version of the Annual Report has been circulated to shareholders, who have provided their e-mail addresses to the Registrar, and will also be available at www.ncr.com.ng for viewing and download. Shareholders who are interested in receiving a soft copy of the 2019 Annual Report should request by sending an email to: firstname.lastname@example.org
8. Electronic Complaints Register
Please note that in accordance with the Securities and Exchange Commission's Rule No.10 (a), shareholders who have complaints should use the electronic complaints register on the website of the Company at www.ncr.com.ng to register their complaints. This will enable the Company handle complaints from shareholders in a timely, effective, fair and consistent manner.
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Graph - One Year Share Price Movement
Table: Q3 2019 Unaudited Results