Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 45th Annual General Meeting of FrieslandCampina WAMCO Nigeria Plc will be held at the Shell Hall, MUSON Centre, Onikan, Lagos on Thursday, 17 May 2018 at 11.00am to transact the following business:

Ordinary business

  1. To receive the Report of the Directors and the Audited Financial Statement for the year ended 31 December, 2017 together with the reports of the Auditors and Audit Committee.
  2. To declare a final dividend.
  3. To re-elect directors.
  4. To authorize the directors to fix remuneration of Auditors.
  5. To elect members of the Audit Committee.

Special Business

  1. To approve the remuneration of the Directors.

BY ORDER OF THE BOARD

 

Olubukunola Olateru FCIS (Mrs.)

Company Secretary/Legal Adviser

Lagos, Nigeria

Dated this 1st day of March 2018

 

NOTES

1. Proxy

A member of the Company, who is entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote in his/ her stead. A proxy need not be a member of the Company. A proxy form is enclosed in the Annual Report. To be valid, the instrument of proxy must be duly stamped by the Commissioner of Stamp Duties and deposited at the office of the Registrars, First Registrars & Investor Services Limited, Plot 2, Abebe Village Road, Iganmu Lagos, not later than 48 hours before the time of the meeting.

2. Dividend

If the dividend recommended by the Directors is approved, dividend will be paid electronically on Friday, 18 May 2018 to shareholders whose names are registered in the Company’s Register of Members at the close of business on Wednesday, 9 May 2018 and who have completed the e-dividend registration and mandated the Registrar to pay their dividends directly into their bank accounts in compliance with the directives of Securities and Exchange Commission.

3. Closure of register

Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Thursday, 10 May 2018 to Monday 14 May 2018, both dates inclusive, to enable the Registrars to prepare for the payment of dividend.

4. Nominations for the Audit Committee

The Audit Committee consists of three (3) Shareholders and three (3) Directors. In accordance with Section 359(5) of the Companies and Allied Matters Act, Cap C.20, Laws of the Federation of Nigeria 2004, any shareholder may nominate another shareholder for election as a member of the Audit Committee by giving in writing, notice of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.

5. Unclaimed dividend

Several dividend warrants remain unclaimed or are yet to be presented for payment or returned to the Company for revalidation. A list of such members will be circulated with the Annual Report and Financial Statements. Members affected are advised to complete the e-dividend registration, write to or call the office of the Company’s Registrars, First Registrars & Investor Services Limited, Plot 2, Abebe Village Road, Iganmu, Lagos, during normal working hours.

6. E- dividend

Notice is hereby given to all shareholders to open bank accounts, stock broking accounts and CSCS accounts for the payment of dividend. A detachable application form for e-dividend is attached to the Company’s Annual Report to enable all shareholders furnish particulars of their accounts to the Registrars (First Registrars & Investor Services Limited) as soon as possible. We request our shareholders to use the e-dividend payment portal that will serve as an on-line verification and communication medium for e-dividend mandate processing through the new E- Dividend Mandate Management System jointly introduced by the Central Bank of Nigeria, Securities and Exchange Commission, Nigeria Inter-Bank Settlement Systems PLC and the Institute of Capital Market Registrars.

7. 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 questions should be addressed to the Company Secretary and submitted to the registered office of the Company at least a week before the meeting.