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Oando Plc - Results Of Agm

Release Date: 08/12/2015 09:50:00      Code(s): OAO     
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: OANDO
ISIN: NGOANDO00002
(?Oando? or the ?Company?)

RESULTS OF THE 38th ANNUAL GENERAL MEETING

The following resolutions proposed in the notice to shareholders,
were unanimously passed at the 38th Annual General Meeting of the
Company held at 10:00a.m Nigerian Time on Monday, 7th December
2015:

1.   Election of Members of the Audit Committee
     The following persons were elected as members of the Audit
     Committee for the 2015 Accounts:

     Ammuna Lawan Ali
     Chief Sena Anthony
     Mr. Francesco Cuzzocrea
     Mrs. Temilade Funmilayo Durojaiye
     Alhaji Lateef Ayo Shonubi
     Dr. Joseph Ashaolu

2.   Re-appointment of Auditors
     The Company re- appointed Ernst and Young (Nigeria) as its
auditors.

3.   Fixing of Auditors? Remuneration
     The Directors were authorized       to   fix   the   auditors?
remuneration.

4.   Election of Director
     The following director, whose term expired, was elected as a
     Director of the Company with effect from 30, June 2015:
     Tanimu Yakubu

5.   Re-election of Directors
     The following directors who retired by rotation, were re-
     elected as Directors of the Company:

     Mr. Omamofe Boyo;
     Oghogho Akpata;
     Olufemi Adeyemo

6.   Approval of the remuneration of non-executive directors
     The remuneration of the non-executive directors of the Company
     were fixed at     ?5,000,000 per annum for the Chairman and
     ?4,000,000 each per annum for all other non-executive
     directors with effect from 1 January 2015; which fees are
     payable quarterly in arrears.

7.   Approval of increase in authorised share capital
     That on the recommendation of the directors and in accordance
     with the articles of association of the company, the
     authorized share capital of the company be and is hereby
     increased from ?7,500,000,000(Seven billion five hundred
     million naira ) to ?15,000,000,000(fifteen billion naira) by
     the creation and addition thereto, of 15,000,000,000 (fifteen
     billion)Ordinary shares of 50 kobo (fifty kobo)each, such new
     shares to rank pari passu in all respects with the existing
     ordinary shares in the capital of the company.

8. Approval of amendment of memorandum and articles of association
of the    company.
     That clause 6 of the memorandum of association and article 3
     of the articles of association be and are hereby amended to
     reflect the new authorized share capital of ?15,000,000,000
     (fifteen billion naira) divided into 30,000,000,000(thirty
     billion) ordinary shares of 50kobo each.

9.   Approval for divestment of downstream business
     That further to the approval of shareholders given at the
     32nd Annual General Meeting held July 30, 2009 and the 37th
     Annual General Meeting held 27th October 2014, the board of
     directors of the company be and are hereby authorized to
     reorganize and/or divest any and/or all of the company?s
     shareholding and investments in the downstream business by
     way of sale, transfer and/or any other form of disposition,
     which the directors resolve to be in the best interest of the
     company subject to the approvals of relevant regulatory
     authorities.

     The Board    of Directors of the Company be and are hereby
     authorized    to appoint such professional advisers and other
     parties to   the contemplated transactions 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.

10. Approval for the divestment of interest in the gas and power
business

     That the board of directors of the company be and are hereby
     authorized to reorganize and/or divest any and/or all of the
     company?s shareholding and investments in the gas and power
     business by way of sale, transfer and/or any other form of
     disposition, which the directors resolve to be in the best
     interest of the company subject to the approvals of relevant
     regulatory authorities

     The Board of Directors of the Company be and are hereby
     authorized to appoint  such professional advisers and other
      parties to the contemplated transactions 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.

11.   Approval for the divestment of interest in the energy services
      business

      That the board of directors of the company be and are hereby
      authorized to reorganize and/or divest any and/or all of the
      company?s shareholding and investments in the energy services
      business by way of sale, transfer and/or any other form of
      disposition, which the directors resolve to be in the best
      interest of the company subject to the approvals of relevant
      regulatory authorities

      The Board    of Directors of the Company be and are hereby
      authorized    to appoint such professional advisers and other
      parties to   the contemplated transactions 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.

12.   Approval for Rights issue

      That the directors be and are hereby authorized to undertake
      an offer by way of rights issue up to ?80,000,000,000(eighty
      billion naira) in a ratio and terms ,condition and dates to
      be determined by the directors , subject to obtaining the
      approvals of relevant regulatory authorities

      Pursuant to the authority to undertake the rights issue, the
      directors be and are further authorized to underwrite the
      issue on such terms and conditions as they deem fit.

      Further to the paragraph above, the shareholders hereby waive
      their pre-emptive rights to any unsubscribed shares under the
      rights issue in n the event of an under subscription.

 13. Approval for Debt to Equity Conversion

      That the company?s issued share capital be increased by up to
      ?40,000,000,000 (forty billion naira) through the issuance of
      shares out of the unissued share capital of the company for
      the purposes of corporate restructuring, settlement of debts,
      employees and executive compensation on such terms and
      conditions and for such other purpose which the directors
      resolve to be in the best interest of the company subject to
      obtaining the approvals of relevant regulatory authorities.

      The directors be and are hereby authorized to enter into any
      agreements and or execute any other documents necessary for
      and incidental to effecting the resolution above.
     The Directors be and are hereby authorized to appoint such
     professional advisers and other parties to the contemplated
     transactions 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

8 December 2015
Sandton

JSE Sponsor
Sasfin Capital (a division and Sasfin Bank Limited)

Date: 08/12/2015 09:50:00 Supplied by www.sharenet.co.za                     
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