Tuesday, July 3, 2018 / 08:55AM /NSE
Notice is hereby given that the Forty-Ninth Annual General Meeting of MRS Oil Nigeria Plc will hold at the Federal Palace Hotel, 6-8 Ahmadu Bello Way, Victoria Island, Lagos, Nigeria, on Wednesday, August 1, 2018 at 11:00 am. to transact the following business:
1. To lay the Audited Financial Statements for the y ear ended 31 December 2017 and the Report of the Directors, Auditors Report and the Audit Committee Report thereon.
2. To declare a Bonus.
3. To re-elect Directors under Articles 90/91 of the Company's Articles of Association.
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”. To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:
7. “That the Authorized Share Capital of the Company be and is hereby increased from N135,828,615 to N161,227,482 by the creation of additional 50,797,734 Ordinary Shares of 50 kobo each to rank in all respect pari pas su with the existing shares of the Company”.
8. “In pursuance to the Company's Articles of Association and the recommendation of the Directors, that the sum of N25,398,867 (Twenty - Five Million, Three Hundred and Ninety-Eight Thousand, Eight Hundred and Sixty-Seven Naira) be transferred from the balance of retained profits to the share capital account. The amount thus transferred shall represent the value of 50,797,734 Ordinary Shares as fully paid up, amongst Members whose names are registered in the Company's Register of Members at the close of business on Friday, July 6, 2018, in the proportion of 1 (one) new share of 50 kobo each for every 5 (five) existing shares of 50 kobo each, held by them.
The shares thus distributed shall rank pari passu with the existing shares in all aspect. They should be treated for all purposes as capital and not an income and such capitalization of reserves and the issue of bonus shares shall be effected upon receipt by the Directors of the necessary approval from the Authorities”.
9. “That Subject to the Nigerian Stock Exchange post listing rules, (The Rules Governing Transactions with Related Parties or Interested Persons), a general mandate be approved for the Board of Directors' to engage in transactions with related parties, as would be necessary for or incidental to the Company's business operations”
To consider and if thought fit, to pass the following as Special Resolutions:
10. That the Memorandum of Association of the Company be and are hereby altered by deleting the present Clause 6 and substituting the following new Clause units place.
11. “Clause 6 -The Share Capital of the Company is N161,227,482 divided into 322,454,964 Ordinary Shares of 50 kobo each, with respective rights as are defined by the Articles of Association.
12. That the Articles of Association of the Company be and are hereby altered by deleting the present Article 3 and substituting the following new Article in its place.
13. “Article 3 - The Share Capital of the Company at the date of adoption of these Articles is N161,227,482.00 divided into 322,454,964 Ordinary Shares of fifty kobo each.
A Member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy in his/her stead. A proxy need not be a member of the Company. All instruments of proxy should be duly stamped by the Commissioner of Stamp Duties and deposited at the Registrar's Office, First Registrars & Investor Services Limited, plot 2, Abebe Village Road, Iganmu, Lagos, not later than 48 hours before the time for holding the Meeting. A corporate body being a member of the Company is required to execute a proxy under seal.
2. Bonus Issue:
If the Bonus of 1:5 recommended by the Directors is ratified by the Shareholders at the Annual General Meeting on August 1, 2018, a bonus in the ratio of 1 :5 is to be issued to Members whose names appear in the Register of Members at the close of business on June 29 2018
3. Shareholders Right to Ask Questions:
Prior to the Meeting, Members have a right to ask questions regarding concerns or observations that may arise from the 2017, Annual Report and Accounts, in writing and during the Annual Meeting. Provided, that the question in writing shall be submitted to the Company, not later than July 18, 2018. The 2017 Annual Report and Accounts of the Company is available on the Company's website at www.mrsoilnigplc.net.
4. Register of Members and Transfer Books:
The Register of Members and Transfer Books of the Company will be closed from July 2, 201 8 through July 6, 2018 (both dates inclusive) to enable the presentation of an up to date Register and Bonus Issue.
5. Nomination for the Audit Committee:
In accordance with section 359(5) of the Companies and Allied Matters Act, CAP C.20, LFN 2004, any member may nominate a Shareholder as a member of the Audit Committee, by notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.
6. Unclaimed Dividend Warrants and Share Certificates:
Several Dividend warrants and share certificates which remain unclaimed are yet to be presented for payment or returned to the Company for revalidation. A list of Members in the unclaimed Dividend booklet and the Annual Report and Accounts for the year ended 31 December, 2017 will be circulated to all Shareholders. We therefore urge all Shareholders who are yet to update their contact details to kindly contact the Company's Registrar or the Company Secretary.
8. Closure of Dividends 32 and 33:
In accordance with section 385 of the Companies and Allied Matters Act 2004 regarding dividends that are unclaimed for over twelve years, the Board at its meeting of March 22, 2018 approved the recall of Dividend 32 and 33 into the Company's account effective August 1, 2018. No further Dividend will be paid to Shareholders from these Dividends.