An Extra Ordinary General Meeting of the members of Caverton Offshore Support Group Plc will be held at Caverton Helipad, Ozumba Mbadiwe Street, Victoria Island, Lagos, Nigeria on Friday 23rd December 2022 at 10.00 am to transact the following business:
- To consider and if thought fit, pass the following as ordinary resolutions:
- That in compliance with Section 124 of the Companies and Allied Matters Act 2020 and Regulations 13 of the Companies Regulations 2021, the Shareholders hereby approve the cancellation of all of the 1,649,490,250 (One Billion, Six Hundred and Forty Nine Million, Four Hundred and Ninety Thousand, Two Hundred and Fifty) unissued ordinary shares of 50 Kobo each of the Company.
- To consider and if thought fit, pass the following as special resolution:
- “That pursuant to resolution 1.1 above. Clause 7 of the Memorandum of Association and Article 3 of the Articles of Association of the Company be and are hereby amended as follows: “The issued share capital of the Company is N 1,675,254,875 divided into 3,350,509,750 ordinary shares of 50 kobo each” and substitute “authorized share capital/share capital” with issued share capital” wherever such appears in the Memorandum and Articles of Association.
- That the sections of the repealed CAMA 1990 cited in the Memorandum and Articles of Association of the Company be and are hereby replaced with the relevant sections in CAMA 2020.
- “That Article 10.1 be reworded as follows: “All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting with the exception of declaring a dividend, consideration of the accounts , balance sheets and the reports of the Directors and auditors, the election of Directors in the place of those retiring and the appointment of and the fixing of remuneration of auditors, appointment of members of the audit committee and disclosure of remuneration of managers of a company which are ordinary business”.
“That the Board and Management are hereby authorized to perform all acts and to do all such other things as may be necessary for, or incidental to giving effect to the above resolutions including but not limited to carrying out any actions as may be necessary to comply with any legislation, execute agreements, appoint consultants and advisers and comply with the directives of the regulatory authorities and agencies