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Results of 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: 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)
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