PRESCO PLC (RC 174370)
NOTICE OF THE 29TH ANNUAL GENERAL MEETING OF PRESCO PLC
NOTICE IS HEREBY GIVEN that the 29th Annual General Meeting of Presco PLC will be held (BY PROXIES) at The Dura Club, Obaretin Estate, Km. 22, Benin-Sapele Road, Ikpoba Okha LGA, Edo State, Nigeria on Wednesday July 27, 2022 at 12.00 noon to transact the following business:
1. To lay before the meeting the audited accounts of the Company for the year ended 31st December, 2021 together with the reports of the Directors, Auditors, Board Assessment Consultants and Statutory Audit Committee thereon.
2. To declare a dividend.
3 To re-elect the following Directors who are retiring by rotation and being eligible have offered themselves for re-election:
a. AMB. Nonye Udo as an Independent Non-Executive Director
b. Mrs. Ingrid Vandewiele as a Non-Executive Director
c. Chief (Dr.) Bassey E. O. Edem as an Independent Non-Executive Director
4. To approve the appointment of the following as Non-Executive Directors of the company:
i. Mr. Dirk Arthur G. Lambrecht;
ii. Mr. Jean Van Gysel;
iii. Mr. Jan Van Eykeren;
iv. Mr. Sam Sabbe
The profiles of AMB Nonye Udo, Mrs Ingrid Vandewiele, Chief Bassey Edem and Mr. Dirk Lambrecht can be found in the Annual Report & Accounts for the year ended December 31, 2021 and on the company's website: www.presco-plc.com. Similarly, the profiles of Mr. Jean Van Gysel, Mr. Jan Van Eykeren and Mr. Sam Sabbe can be found in the company’s website www.presco-plc.com.
5. To re-appoint Deloitte & Touche as Independent Auditors of Presco PLC.
6. To authorize the Directors to fix the remuneration of the Independent Auditors.
7. To disclose the remuneration of Managers
8. To elect members of Statutory Audit Committee.
9. To fix the remuneration of Directors.
10. To pass the following resolutions as special resolutions:
10A. APPROVAL OF AMENDMENT OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY
That the Members hereby authorize that the Memorandum of Association and Articles of Association of the Company be amended in compliance with Companies and Allied Matters Act 2020 and Companies Regulation 2021.
10B. APPROVAL OF CLAUSES TO BE INCLUDED IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
That the Members hereby authorize that the following clauses be included in the Memorandum of Association of the Company, in accordance with Section 28 of Companies and Allied Matters Act 2020 and the Seventh Schedule of Companies Regulation 2021:
(i) Clause 4
“AND IT IS HEREBY DECLARED THAT:
The objects specified in each of the paragraphs of this clause shall be regarded as independent objects and accordingly shall in no way be limited or restricted (except the contrary is expressly stated) by reference to or inference from the terms of any other paragraph or the name of the Company, but may be carried out in as full and as ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects clause of a separate and distinct company”.
(ii) Clause 6
The words “Nominal Share Capital” to be substituted with the words “Issued Share Capital”
10C. APPROVAL OF CLAUSES (ARTICLES) TO BE INCLUDED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY
10C (1) That the Members hereby authorize that the Articles of Association of the company be amended in accordance with Section 33 of Companies and Allied Matters Act 2020 and the new model articles of association prescribed in Twenty- Second Schedule of Companies Regulations 2021.
10C (2). To consider and if thought fit pass the following as Ordinary Resolution:
10C (2) i. That pursuant to section 124 of the Companies and Allied Matters Act 2020, and Regulation 13 of the Companies Regulations 2021, as it relates to unissued shares of the Company, that the Company's unissued 100,000,000 ordinary shares of 50 kobo each amounting to N50,000,000.00 be and are hereby cancelled, thus bringing the Company's issued share capital to be N500,000,000 divided into 1,000,000,000 ordinary shares of 50k each.
10C (2) ii. That the Directors be and are hereby authorized to enter into and execute agreements, deeds, notices or any other documents and to perform all acts and to do all such other things necessary for or incidental to giving effect to Resolution 10 C (2) above, including without limitation, appointing such professional bodies, consultants and advisers to comply with the directives of the regulatory authorities.
10C (3). To consider and if thought fit pass the following resolutions as Special Resolutions:
10C (3) I. THAT the maximum number of Directors permitted on the Board of Directors of the Company be and it is hereby increased from 10 to 12.
10C (3) ii. THAT the Articles of Association of the Company be and it is hereby amended to reflect the increase in resolution 10C (3) i above.
11. To adopt a New Memorandum and Articles of Association of the Company as amended at this annual general meeting to reflect resolutions outlined in 10B, 10C (1), 10C (2) and 10 C (3) above:
THAT a New Memorandum and Articles of Association as amended at this annual general meeting pursuant to resolutions 10 to 10C (3) ii both numbers inclusive be and is hereby adopted.
12. That any two Directors of the Company or a Director and the Company Secretary (each an “Authorised Person”) be and are hereby authorised severally or jointly to; finalise, approve, sign, issue, execute and/or deliver this resolution in accordance with applicable law and with such additions, modifications, variations or alterations as such Authorised Person may deem fit and seek all requisite regulatory approvals and regulatory filings and take all other steps necessary to give effect to the above resolutions.
1. COVID – 19 Overall Risks to Stakeholders
The novel covid-19 virus pandemic has had significant impact on global economies around the world, and it is having accounting implications for many entities. Our company is not different, which is why your company have put in place protective measures in keeping with World Health Organization, NCDC, Edo State Government and Corporate Affairs Commission Guidelines (safety protocols) to mitigate the spread.
To ensure the safe conduct of the 29th Annual General Meeting of the Company in accordance with the health advisory of the Nigeria Centre for Disease Control on physical/social distancing and the restriction on mass gathering due to the Covid-19 pandemic and in line with the guidelines issued by the Corporate Affairs Commission (CAC) on the conduct of Annual General Meeting (AGM) of Public Companies by proxies, Presco PLC has obtained the approval of CAC to hold the AGM with attendance by proxies. Members of the Company are hereby notified that the attendance shall only be by proxy.
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A proxy form is enclosed. Executed proxy forms should be deposited at the office of the Company's Registrars, First Registrars & Investor Services Limited, Plot 2, Abebe Village Road, Iganmu, Lagos, not less than 48 hours before the time of the meeting.
List of Proxies
1. Mr. Felix Nwabuko 2. Prince Edobor Izevbigie
3. Chief Bassey Edem Orok Edem 4. Mr. Osa Osunde
5. Bishop Goodluck Akpore 6. Mr. Gafar Ololadebalogun Erinfolami
7. Mr. Kingsley Iyekekpolor 8. Hon. Bright Nwabughogu
9. Chief Famous Igbinevbo 10. HRH (Prince) A. O. Akenzua
11. Mr. William Kenneth Crockett 12. Engr. MOT Olayiwola Tobun
13. Mr Felix Edvgie 14. Mr. Gerald Royle Ray
15. Mr. Terry Edobor 16. Mr. Collins Ezigbo
17. Mr. Bright Ezomo 18. Mr. Job Onwughara
19. Mr. Ambrose Ogodie 20. Mr. Adeleke Oladimeji Bolaji
21. Mr. Patrick Uwadia
Instruments of PROXY shall be at the company's expense. Duly completed and stamped instruments of PROXY can be returned by email to firstname.lastname@example.org or email@example.com
3. Closure of Register and Transfer Books
The Register of Members and Transfer Books will be closed from Monday July 11, 2022 to Wednesday July 13, 2022 (both days inclusive) to enhance preparation for the payment of dividend.
If the dividend recommended by the Directors is approved, dividend will be paid electronically on Thursday, July 28, 2022 to shareholders whose names appear on the Register of Members as at the close of business on Friday July 8, 2022, and who have completed the e-dividend registration and mandated the Registrar to pay their dividends directly into their Bank accounts.
Pursuant to the directive of the Securities and Exchange Commission, notice is hereby given to shareholders to provide their accounts for the purpose of e-dividend/bonus. A form is inserted into this Annual Report and Accounts for completion by all shareholders to furnish the particulars of their accounts to the Registrar (First Registrars & Investor Services Limited, Plot 2, Abebe Village Road, Iganmu).
6. The Qualification Date
The qualification date for payment of dividend is Friday July 8, 2022.
7. Registered Office
Obaretin Estate, Km 22, Benin/Sapele Road, Ikpoba-Okha LGA, Edo State, Nigeria.
8. Shareholders Right to Ask Questions
Shareholders reserve the right to ask questions at the Annual General Meeting. Shareholders may also submit their questions prior to the meeting in writing to the company, in line with Rule 19.12 (c) of the listing rules of Nigerian Exchange Limited. Such questions should be addressed to the Company Secretary and reach the Company at its Registered Office or by electronic mail at info.presco-group.com not later than 7 days prior to the date of the meeting.
9. Statutory Audit Committee
In accordance with Section 404(6) of the Companies and Allied Matters Act 2020 any member may nominate a qualified shareholder as a member of Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the meeting.
NOTE: The Notice of the 29th Annual General Meeting of the Company together with the Annual Report and Accounts, 2021 have been published in the company's website: www.presco-plc.com
BY ORDER OF THE BOARD
Patrick Uwadia, Esq.
Company Secretary Registered Office
Dated this 16th day of May, 2022 ObaretinEstate, Ikpoba/Okha L.G.A.
FRC/2013/ICSAN/00000004864 Edo State, Nigeria.