Notice is hereby given that the 59th Annual General Meeting of the members of VITAFOAM NIGERIA PLC will be held at Radisson Blu Hotel, Isaac John Street, Ikeja GRA, Lagos on Thursday, 4th March, 2021 at 10 0’clock in the forenoon to transact the following business:
To lay before the Members, the Report of the Directors, the Audited Financial Statements for the year ended 30th September, 2020 together with the Reports of the Auditors and the Audit Committee thereon.
To declare a Dividend.
To elect/re-elect Directors
To authorize the Directors to fix the remuneration of the Auditors.
To elect Members of the Audit Committee.
To fix the remuneration of the Directors.
To authorize the renewal of recurrent transactions that are of trading nature or those necessary for day-to-day operations from related companies in accordance with the Rules of the Nigerian Stock Exchange governing transactions with related parties or interested persons.
A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member.
In view of the Covid-19 pandemic and the Guidelines issued by the Corporate Affairs Commission on holding of Annual General Meetings (AGM) of Public Companies using proxies, attendance at the AGM shall only be by proxy. A member of the company entitled to attend and vote at the AGM is advised to appoint a proxy of his choice from the proposed list of proxies below to represent him/her at the AGM:
Mr. Taiwo Adentyi
Mr. Joseph Alegbesogie
Sir Sunday Nnamdi Nwosu
Chief Timothy Adesiyan
Mrs. Kudaisi Ayodele Sarat
Comrade S. B. Adenrele
Mr. Nonah Awoh
Evang. Anthony Omojola
Mr. Mathew Akinlade
Mrs. Ganiyat Adetutu Siyonbola
A detachable Proxy Form is enclosed with the Annual Report and if it is to be valid for the purpose of the meeting must be completed and deposited at the office of the Company’s Registrars, Meristem Registrars Limited, 213, Herbert Macaulay Way, Adekunle, Yaba, P.O. Box 51585, Falomo, Ikoyi, Lagos State not later than 48 hours before the time of the meeting. The company shall bear the cost for the stamping of all the duly completed and signed Proxy Forms submitted to the Registrars within the stipulated time.
(b) Closure of Register of Members and Transfer Books
Notice is hereby given that the Register of Members and Transfer books of the Company will be closed from Monday 15″ February, 2021 to Friday 19 February, 2021 (both dates inclusive) for the purpose of updating the Register of Members.
(c) Dividend Payment
If the dividend payment of 70 kobo per ordinary share recommended by the Directors is approved at the Meeting, the dividend will be paid, subject to appropriate withholding tax, on Friday, 5 March, 2021 to the Shareholders, whose names appear in the Register of Members at the close of business on Friday 12th February, 2021, and who have completed the E-Dividend registration and mandated the Registrars to pay their dividends directly into their bank accounts.
(d) Nomination to the Audit Committee
In accordance with Section 359(5) of the Companies and Allied Matters Act Cap C20, Laws of the Federation of Nigeria, 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 date of the Annual General Meeting. The Securities and Exchange Commission’s Code of Corporate Governance requires that members of the Audit Committee should possess basic financial literacy and should be able to read and analyze Financial Statements.
(e) Unclaimed Dividends Warrants and Share Certificates
Shareholders with dividend warrants and share certificates that have remained unclaimed, or yet to be presented for payment or returned for revalidation are advised to complete the e-dividend registration or contact the Company’s Registrars, Meristem Registrars Limited, 213, Herbert Macaulay Way, Adekunle, Yaba, Lagos State or call Telephone No. 8920491-2.
Notice is hereby given to all shareholders to open bank accounts, Stock broking accounts and CSCS accounts for the purpose of e-dividend /bonus. A detachable application form for e-bonus/e-dividend is attached to the Annual Report to enable all shareholders furnish particulars of their accounts to the Company’s Registrars as soon as possible. Shareholders can also download the form from the Registrar’s website-www.meristemregistrars.com complete and submit to the Registrar or their respective Banks.
(g) Rights of Securities’ Holders to ask Questions
Pursuant to Rule 19:12 of the Rule Book of the Nigerian Stock Exchange, Shareholders have a right to ask questions not only at the meeting but also in writing prior to the meeting. Such questions must be submitted to the office of the Company Secretary at least one week before the date of the Annual General Meeting.
(h) Live Streaming of the AGM
The Annual General Meeting will be streamed live to enable shareholders and other stakeholders who will not be able to attend physically to follow the proceedings. The link for the live stream will be made available on the company’s website at www.vitafoam.com.ng and the Registrars’ website-www.meristemregistrars.com in due course.