Thursday, September 19,
2019 /06:00PM /NSE
The 36th Annual General Meeting of Cutix Plc will be held at Anaedo Social Club Hall, 20 Ezenwegbu Road, Otolo Nnewi, Anambra State on Friday, October 25, 2019 at 11 a.m. to transact the following business:
1. To Receive the Audited Accounts for the Year ended April 30, 2019 together with the Report of the Directors, Audit Committee and Independent Auditors
2. To Declare a Dividend
3. To Re-elect a Director
4. To Authorise the Directors to Fix the Remuneration of the Auditors
5. To Elect Members of the Audit Committee
6. To Approve the Remuneration of the Directors
7. To approve the regularisation of the Company's Registered Address
8. To consider and if thought fit, pass the following with or without modification as a special resolution of the Company: "That in compliance with the requirements of the Nigerian Code of Corporate Governance (2018), the Directors are hereby authorised to appoint an external consultant to undertake a formal and rigorous annual evaluation of the Board's performance, its Committees, Chairman and individual Directors for the financial year ending April 30, 2020 and that the shareholders further approve that this approval remains in force once every three years".
9. To consider and if thought fit, pass the following with or without modification as a special resolution of the Company:
a) "That the Company be and is hereby authorised to enter into acquisition of Adswitch Plc which is intended to enhance business expansion and boost the profitability of the Company".
b) "That the Directors be and are hereby authorised to enter into any agreements and/or execute any other documents necessary for and incidental to effecting resolution 9(a) above, appoint such professional advisers and other parties and perform all such other acts and do all such other things as may be necessary for and/or incidental to effecting the above resolution.
c) "That Management of the Company and the Company Secretary be and are hereby authorised to take all necessary steps to give effect to these resolutions".
A member of the Company entitled to attend and vote at the Annual General Meeting can appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company. A proxy form is enclosed in this Annual Report. If the proxy form is to be valid for this meeting, it must be completed, detached and deposited at the office of the Registrar - EDC Registrars Ltd, 23, Olusoji Idowu Street, Ilupeju, Lagos, (behind Mutual Benefit Insurance Head office) not later than forty-eight (48) hours before the time fixed for the meeting.
The Board of Directors of the Company have recommended the payment of a dividend of 12.50 kobo per 50 kobo ordinary share (less withholding tax).
If the dividend recommended by the Directors is approved by members at the Annual General Meeting, shareholders' accounts will be credited directly on October 30, 2019 for the members whose names appear in the Register of Members at the close of business on Friday, October 11, 2019.
Statutory Audit Committee
The Audit Committee consists of two shareholders and two Directors. In accordance with Section 359(5) of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 any shareholder may nominate another shareholder 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. Nominators should note that under the Code of Corporate Governance in Nigeria, members of the Audit Committee should have basic financial literacy and should be able to read financial statements. In view of the above, we request that nominations to the Audit Committee should be accompanied by copies of nominees' Curriculum Vitae.
Right 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. For the good and orderly conduct of the meeting, shareholders are encouraged to submit their questions in writing ahead of the Annual General Meeting. Such questions should be addressed to the Company Secretary and submitted to the registered office of the Company or by electronic mail at firstname.lastname@example.org latest seven days before the meeting.
Unclaimed Dividend List
The list of unclaimed dividends has been uploaded on the Company's website - www.cutixplc.com.ng
Notice is hereby given to all shareholders to open bank accounts, stock broking accounts and CSCS accounts for the purpose of e-dividend. A detachable application form for e-dividend is attached to this Annual Report to enable shareholders furnish particulars of their accounts to the Registrars (EDC Registrars Ltd) as soon as possible.
Closure of Register of Members and Transfer Books
The Register of Members and Transfer Book of the Company will be closed from Monday, October 14, 2019 to Friday, October 18, 2019, both dates inclusive, for the purpose of preparing an up-to-date Register of Members.