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Notice of 42nd AGM
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”)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 42nd (Forty-Second) Annual General Meeting NOTES
(the “Meeting”) of Oando PLC (the “Company”) will be held on Tuesday, 3 1st August,
2021, at 10:00a.m. at The Wings Office Complex, 17a Ozumba Mbadiwe Avenue, A. Voting and Proxies
Victoria Island, Lagos, Nigeria, by proxies, for the purposes of: In line with the guidelines of the Corporate Affairs Commission (CAC) on the conduct of the
Annual General Meeting (AGM) of Public Companies by proxies, the Company has obtained
ORDINARY BUSINESS the approval of the CAC to hold the AGM with attendance by proxies. The number of
1. Transacting the following ordinary business: attendees shall be limited to the maximum number of persons stipulated by the COVID-19
Health Protection Regulations 2021. The proceedings of the AGM shall be streamed live.
1.1. To receive the audited financial statements of the Company and the Group for the
year ended December 31, 2018 and the Reports of the Directors, Auditors and
Audit Committee thereon; NOMINATED PROXIES
1.2. To re-appoint Ernst & Young as Auditors and to authorise the Directors of the In compliance with the above CAC guidelines, a member entitled to attend and vote at the
Company to fix their remuneration; AGM is advised to select from the underlisted proposed proxies to attend and vote in their
stead:
1.3. To elect Dr. Ainojie Irune to the Board of Directors of the Company with effect from
August 7, 2019 as a Director whose term expires in accordance with Article 88 of
1. Sir Sunny Nnamdi Nwosu, KSS 8. Dr. Faruk Umar
the Articles of Association of the Company but being eligible if he offers
himself for appointment; 2. Mr. Patrick Ajidua 9. Rev. Dr. G. Akpore
3. Alhaji. Kabiru A. Tambari 10. Mrs. Oludewe Thorpe
1.4. To re-elect the following Directors who in accordance with Articles 91 and 93 of the 4. Mrs. Adebisi Oluwayemisi Bakare 11. Chief J. O. Okelana
Company's Articles of Association, retire by rotation, but are eligible and offer 5. Mr. Lawrence Oguntoye 12. Mrs. Efunyemi Obideyi
themselves for re-election; 6. Chief Timothy Adesiyan 13. Mrs. Ganiyu Kudirat Moturayo
HRM M.A. Gbadebo, CFR as a Director 7. Mr. Tunde Badmus 14. Mr. Boniface Okezie
Mr. Olufemi Adeyemo as a Director
Mr. Tanimu Yakubu as a Director A proxy form is attached to the Annual Report. All instruments of proxy must be deposited at the
office of the Company's Registrars, First Registrars & Investor Services Limited at Plot 2, Abebe
Biographical details of the Directors standing for re-election are available in the Village Road, Iganmu, Lagos, Nigeria or Computershare Investor Services (Proprietary) Limited,
2018 Annual Report and on the Company's website http://www.oandoplc.com. 70, Marshall Street, Johannesburg, 2001, PO Box 61051, Marshalltown, 2107, South Africa or
via Email: info@firstregistrarsnigeria.com not less than 48 hours before the time of the Meeting.
1.5 To elect members of the Audit Committee; Holders of the Company's shares in South Africa (whether certificated or dematerialised)
through a nominee should timeously make the necessary arrangements with that nominee or, if
applicable, the Central Securities Depository Participant (“CSDP”) or a broker to enable them to
attend and vote at the Meeting or to enable their votes in respect of their shares to be cast at
SPECIAL BUSINESS the Meeting by that nominee or a proxy. The cost of stamping would be borne by the Company.
2. Transacting the following special business: B. Re-election of Directors aged 70 years or more
Resolution 1: Directors' Remuneration In accordance with Section 282 of the Companies and Allied Matters Act 2020 (“CAMA”), a
2.1 To consider, and if approved, to pass with or without modification, the following special notice is hereby given that HRM M.A. Gbadebo, who attained the age of 70 years on
September 14, 2013 will be proposed as a Director for re-election at the Meeting.
ordinary resolution to fix the remuneration of the Non-Executive Directors of the
Company: “It is hereby resolved that the fees, payable quarterly in arrears remain
N5,000,000 per annum for the Chairman and N4,000,000 per annum, for all other C. Closure of Register of Members
Non-Executive Directors.”
The Register of Members and Transfer Books of the Company (Nigerian and South African) will
be closed between August 2, 2021 and August 4, 2021 (both days inclusive) in accordance with
Resolution 2: Mandate Authorising Transactions with Related Parties/Interested
Persons the provisions of Section 114 of CAMA.
2.2 To consider and if thought fit, pass with or without modifications, the following D. Nominations for the Audit Committee
resolution as an ordinary resolution of the Company: “That, pursuant to Rule 20.8
of the Rulebook of the Nigerian Stock Exchange 2015: Issuers Rule, a general In accordance with Section 404(6) of the Companies and Allied Matters Act 2004, any member
mandate be and is hereby given authorizing the Company to procure goods, may nominate a shareholder as a member of the Audit Committee, by giving notice in writing of
services and financing and enter into such incidental transactions necessary for its such nomination to the Chief Compliance Officer and Company Secretary at least 21 days
day-to-day operations from its related-parties or interested persons on normal before the Meeting. The Nigerian Code of Corporate Governance (2018), stipulates that
commercial terms consistent with the Company's Transfer Pricing Policy. All members of the Audit Committee should have basic financial literacy and should be able to read
transactions falling under this category which were earlier entered into prior to the Financial Statements.
date of this meeting are hereby ratified.”
E. Right of Shareholders to ask Questions
2.3 To consider and if thought fit, pass with or without modifications, the following Shareholders have a right to ask questions not only at the Meeting, but also in writing prior to the
resolution as an ordinary resolution of the Company: “That the Board of Directors of Meeting. For the good and orderly conduct of the Meeting, shareholders are encouraged to
the Company be and are hereby authorized to negotiate, take all such actions and submit their questions in writing ahead of the AGM and those questions will be acknowledged
enter into all such transactions, agreements and appropriate settlements with the and answered in full at the AGM. Such questions should be addressed to the Company
Securities and Exchange Commission (SEC) in relation to the investigations, findings Secretary and submitted to the Registered Office or by electronic mail at info@oandoplc.com
and ongoing dispute arising from and relating to petitions brought by Ansbury Inc. (an
not later than 7 days before the Meeting.
investor in Ocean and Oil Development Partners Limited (“OODP”) and Alhaji Dahiru
Mangal (together the “Petitioners”), against the Company and certain of its directors,
and to likewise do all things necessary to settle all disputes between the Company, F. Electronic Annual Report
the said directors and the Petitioners and to ratify and confirm all actions hitherto taken The soft copy of the 2018 Annual Report is on our website and has been sent to our
by the management of the Company towards resolving the said disputes.”
shareholders who have provided their email addresses to the Registrars. Shareholders who are
interested in receiving a copy of the 2018 Annual Report should make a request via email to
Explanatory Note: Ocean and Oil Development Partners Limited, Alhaji Mangal info@oandoplc.com
and their affiliates will not exercise their right to vote on Resolution 2.2 and 2.3
G. Live Streaming of the Annual General Meeting
The Annual General Meeting will be streamed live via the Company's website:
July 30, 2021 http://www.oandoplc.com. This will enable shareholders who will not be attending the
meeting physically to be part of the proceedings.
By the Order of the Board
The link for live streaming can be found on the Company's website: http://www.oandoplc.com
H. Profile of Directors
Ayotola Jagun The Profile of Directors are available on the Company's website: http://www.oandoplc.com.
Chief Compliance Officer and Company Secretary
I. Unclaimed Dividend Warrants and Share Certificates
FRC/2013/NBA/00000003578
Shareholders are hereby informed that some dividends have remained unclaimed and
returned to the Registrar. The list of all unclaimed dividends will be circulated to all
Registered Office: Shareholders and they are advised to contact the Company's Registrar, First Registrars &
Investor Services Limited at Plot 2, Abebe Village Road, Iganmu, Lagos, Nigeria.
9th -12th Floor 17a
Ozumba Mbadiwe Avenue J. Special Business
Victoria Island, Lagos, Nigeria
The Corporate Affairs Commission has approved that matters under special business be
tabled at the AGM.
SALIENT DATES FOR THE SOUTH AFRICAN REGISTER
Record date to receive the notice of the Annual General Meeting Friday, 23 July 2021
Date of posting the Notice of Annual General Meeting Friday, 30 July 2021
Last date to trade to be eligible to vote Tuesday, 17 August 2021
Record date to be eligible to attend, participate and vote at
the Annual General Meeting Friday, 20 August 2021
For administrative purposes, preferable date by which forms of
proxy for the Annual General Meeting are requested to be lodged,
by 10h00 (Nigerian time) 11h00 (SA time) on Friday, 27 August 2021
Annual General Meeting at 10h00 (Nigerian time)
11h00 (SA time) Tuesday, 31 August 2021
Lagos
2 August 2021
Sponsor: Sasfin Capital (a member of the Sasfin Group)
Date: 02-08-2021 01:55:00
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