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OAO - Oando PLC - Results of the 34th Annual General Meeting

Release Date: 01/07/2011 11:06:25      Code(s): OAO
OAO - Oando PLC - Results of the 34th Annual General Meeting                    
Oando PLC                                                                       
(Incorporated in Nigeria and registered as an external company in South Africa) 
External Registration number: RC 6474                                           
Company registration number: 2005/038824/10                                     
Share Code on the JSE Limited: OAO                                              
Share Code on the Nigerian Stock Exchange: UNTP                                 
ISIN: NGOANDO00002                                                              
("Oando" or the "Company")                                                      
RESULTS OF THE 34th ANNUAL GENERAL MEETING                                      
The following resolutions proposed in the notice to shareholders dated 19 April 
2011, were unanimously passed by the requisite majorities at the annual general 
meeting of the Company held at 10:00 on Thursday 30 June 2011:                  
1    Dividend payment                                                           
    Shareholders approved the final dividend payment of three Naira (Naira      
3.00) per ordinary share payable to holders of ordinary shares registered   
    on the Nigerian and South African share registers as at the close of        
    business on 29 April 2011. The dividend will be paid on Monday, 31 August   
    2011, subject to withholding tax.                                           
2    Election of members of the audit committee                                 
    The following persons were elected as the members of the Audit Committee    
    for the accounts in respect of the 2011 financial year:                     
-    Ms. Amal Inyingiala Pepple, CFR;                                       
    -    Mr. Oghogho Akpata;                                                    
    -    Chief Sena Anthony;                                                    
    -    Mr. Peter Eyanuku;                                                     
-    Mr. Job Onwughara; and                                                 
    -    Mr. Kabir Babatunde Sarumi.                                            
3.   Re-appointment of Auditors                                                 
    The Company re-appointed PricewaterhouseCoopers (PWC) as auditors to the    
4.   Fixing of Auditors` remuneration                                           
    The directors were authorised to fix the auditors` remuneration.            
5.   Re-election of directors                                                   
The following persons were re-elected as directors of the Company:          
    -    Mr. Olufemi Adeyemo (Executive director);                              
    -    Chief Sena Anthony (Non-executive director);                           
    -    HRM Michael Adedotun Gbadebo, CFR (Chairman); and                      
-    Ms. Amal Pepple, CFR (Non-executive director).                         
6.   To elect directors                                                         
    The Company elected the following persons, who were appointed to the board  
    of directors of the Company with effect from 11 November 2010, as           
directors. In accordance with Article 88 of the Articles of Association of  
    the Company (the "articles"), their terms had expired but being eligible,   
    they had offered themselves for election.                                   
    -    Mr. Oghogho Akpata; and                                                
-    Ms. Nana Afoah Appiah-Korang.                                          
7.   Approval of the remuneration of non-executive directors                    
    The remuneration of the non-executive directors of the Company remain       
    N2,500,000.00 per annum for the Chairman and N2,000,000.00 each per annum   
for all other non-executive directors with effect from 1 January 2011. The  
    director`s fees are payable quarterly in arrears.                           
8.   Approval of bonus issue                                                    
    On the recommendation of the board of directors and in accordance with      
Article 141 of the articles a sum of N226,271,157 out of the balance        
    standing to the credit of General Reserve as at the year ended 31 December  
    2010 will be capitalised. The directors have been authorised by             
    shareholders to appropriate the said capitalised sum of N226,271,157 to the 
shareholders of the Company at the close of business on 29 April 2011 in    
    the proportion of one ordinary share of 50K (Fifty kobo) for every four     
    ordinary shares of 50K (Fifty kobo) each held by shareholders on the day on 
    the condition that the new capitalised sum of N226,271,157 will not be paid 
in cash to shareholders but applied on their behalf in paying up in full at 
    par 452,542,314 shares of 50K (Fifty kobo) each now issued to be allotted,  
    distributed and credited as fully paid up to the said shareholders in the   
    proportions aforesaid.                                                      
9    Approval of Issuance of up to 25% of the unissued shares                   
    Pursuant to Article 7 of the articles, the Shareholders authorised the      
    Directors to:                                                               
(A)  issue up to 25% of the unissued capital of the Company (the "Shares") by   
way of a private placement or any other method on terms and conditions      
    determined by the directors for the purposes of corporate restructuring,    
    mergers & acquisitions, settlement of debts, employees and executive        
    compensation and any other purpose which the directors resolve to be in the 
best interest of the Company subject to obtaining the approvals of the      
    relevant regulatory authorities;                                            
(B)  enter into any agreements and/ or execute any other documents necessary for
    and incidental to effecting resolution (A) above; and                       
(C)  appoint such professional 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 resolutions.                                            
1 July 2011                                                                     
JSE Sponsor                                                                     
Macquarie First South Advisers (Proprietary) Limited                            
Date: 01/07/2011 11:06:25 Supplied by www.sharenet.co.za                     
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