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Results of the etra-ordinary 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 EXTRA-ORDINARY GENERAL MEETING
The following resolutions proposed in the notice to shareholders,
were unanimously passed at the Extra-Ordinary General Meeting of the
Company held at 10:00a.m today, Tuesday February 18 2014:
1. Increase of share capital
The Shareholders resolved that on the recommendation of the
directors and in accordance with article 46 of the articles of
association of the company, the share capital of the company be
increased from N5,000,000,000 (five billion naira) to
N7,500,000,000 (seven billion five hundred million naira) by the
creation and addition thereto, of 5,000,000,000 (five 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.
2. Alteration of Memorandum and Articles of the Company
The Shareholders resolved that clause 6 of the memorandum of
association and article 3 of the articles of association
respectively be and are hereby amended to reflect the new
authorized share capital of n7,500,000,000 (seven billion five
hundred million naira) divided into 15,000,000,000 (fifteen
billion) ordinary shares of 50 kobo each.
3. Approval for capital raise
The Shareholders resolved that:
a. that pursuant to the company’s articles of association
i) the directors be and are hereby authorized to raise
further capital of up to n50,000,000,000 (fifty billion
naira) through an offer by way of a rights issue in the
ratio and terms, conditions and dates to be determined by
the directors, subject to obtaining the approvals of
relevant regulatory authorities.
ii) pursuant to the authority to undertake the rights issue
referred to in paragragh 3 (a) (i) above, the directors be
and are further authorised to underwrite the issue on such
terms and conditions as they may deem fit;
iii) further to paragraph 3 (a) (ii) above, the shareholders
hereby waive their pre-emptive rights to any unsubscribed
shares under the rights issue in the event of an under-
subscription.
iv) in addition to paragraph 3 (a) (i) above, the directors be
and are hereby authorized to raise, whether by way of a
public offering, private /special placement, rights issue or
other methods, additional capital of up to n200,000,000,000
(two hundred billion naira) through the issuance of shares,
global depository receipts, convertibles or non-
convertibles, medium term notes, notes, bonds and or any
other instruments either as a standalone or by way of a
programme, in such tranches, series or proportions, at such
coupon or interest rates, within such maturity periods, and
on such terms and conditions; including through a book
building process or other process all of which shall be as
determined by the directors, subject to obtaining the
approvals of relevant regulatory authorities.
v) the directors be and are hereby authorised in the event of
an over-subscription of the shares in an issue to the
public, to capitalize the excess funds to the extent
permitted by the relevant regulatory authorities and to
allot additional shares in a manner deemed fit by them,
provided such allotment can be accommodated by the company’s
then unissued share capital.
vi) in the event that such further capital raise referred to in
3 (a) (iv) above be by way of a rights issue, the directors
be and are hereby authorised to underwrite such issue on
such terms and conditions as the directors may deem fit;
b. the directors be and are hereby authorized to enter into any
agreements and or execute any other documents necessary for and/or
incidental to effecting the resolutions above.
c. the directors be and are hereby authorized to appoint such
professional parties and perform all such other acts and do all such
other things as may be necessary for or incidental to effecting the
above resolutions, including without limitation, complying with
directives of any regulatory authority.
18 February 2014
Sandton
JSE Sponsor
Macquarie First South Capital(Proprietary) Limited
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