Tuesday, March 03, 2020 / 12:57 PM / NSE / Header Image Credit: Transcorp
Notice is hereby given that the 14th Annual General Meeting ("AGM") of Transnational Corporation of Nigeria Plc ("the Company") will hold on Wednesday, March 25, 2020, at Transcorp Hilton Abuja, 1, Aguiyi Ironsi Street, Maitama, Abuja, F.C.T at 10.00 a.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, 2019, together with 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. Stanley Inye Lawson and Ms. Obi Ibekwe;
5. To appoint Deloitte & Touche Nigeria as Auditors to the Company;
6. To authorise the Directors to fix the remuneration of the Auditors for the 2020 financial year;
7. To elect members of the Statutory Audit Committee.
8. To fix the remuneration of Directors.
9. To consider and if thought fit, pass the following resolutions as special resolutions of the Company:
9.1. "That the Directors be and are hereby authorised to carry out restructuring, reorganisation, or reconstruction of the Company and/or a combination of any of such actions or other business arrangements as they deem appropriate, including but not limited to investing in, acquiring or divesting from any business or entity by way of a scheme or otherwise;
9.2. That subject to regulatory approvals, the Directors be and are hereby authorised to take all steps and do all acts that they deem necessary in furtherance of the above-stated resolution, including but not limited to appointing professional advisers and parties upon such terms and conditions that the Directors may deem appropriate."
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 and may also be downloaded from the Company's website at www.transcorpnigeria.com.
If the dividend recommended by the Directors is approved by the shareholders at the AGM, dividend will be paid by Friday, March 27, 2020, to the shareholders whose names appear in the Company's Register of Members at the close of business on Tuesday, March 17, 2020.
3. Closure of Register
The Register of Members of the Company will be closed from Wednesday, March 18, 2020 to Monday, March 23, 2020 (both dates inclusive) for the purpose of dividend payment and updating the Register of Members.
4. Nomination to the 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.
5. E-Dividend Registration
Notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of receiving dividend payments electronically. A detachable application form for e-dividend is 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 which were returned to the Registrars as unclaimed are still in the custody of the Registrars. 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. Profiles Of Directors For Re-Election
The profiles of Dr. Stanley Inye Lawson and Ms. Obi Ibekwe who will be retiring by rotation and will be presenting themselves for re-election are amongst the profiles of Directors that are provided in the 2019 Annual Report and the Company's website at www.transcorpnigeria.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 2019 Annual Report and hereby request shareholders to complete the form by providing their contact and any other requested details and thereafter return same to the Registrars for further processing. Additionally, an electronic version of the 2019 Annual Report is available on the Company's website at www.transcorpnigeria.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 Monday, March 23, 2020.
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Table: Q3 2019 Unaudited Results