Wednesday, May 18, 2022 / 01: 10 PM / NGX / Header Image Credit: Brand Spur

Notice is hereby given that the Annual General Meeting of Chemical and Allied Products PLC (the “Company”) will be held at Radisson Blu Hotel, 38/40, Isaac John Street, Ikeja, Lagos on Thursday June 16, 2022 at 10.00am in order to transact the following businesses: 

Ordinary Business 

1. To lay before members the Audited Financial Statements for the year ended December 31, 2021 and the Report of the Directors, Auditors and Audit Committee thereon. 
2. To declare a dividend. 
3. To re-elect Mrs. Muhibat Abbas, who is retiring by rotation. 
4. To authorize the Directors to fix the remuneration of the External Auditors for the 2022 Financial Year. 
5. To elect members of the Statutory Audit Committee. 
6. To disclose the Remuneration of Managers of the Company. 

Special Business 

1. To fix the remuneration of Directors. 
2. To approve the appointments of the following Directors: 
   1. Dr. Vitus Ezinwa 
   2. Mr. Folasope Aiyesimoju 
   3. Mrs. Bolarin Okunowo 
   4. Mrs. Ifeoma Chuks-Adizue 
   5. Mr. Yomi Adenson 
3. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company: “That a general mandate be and is hereby given, authorizing the Company through the Directors to enter into recurrent transactions with related parties or companies until reviewed by the Company at an Annual General Meeting.” 
4. To consider and if thought fit, pass the following Resolution as an ordinary resolution of the Company: 
   1. “That the following proposals by the Directors in connection with the dividend to be declared by the Company in respect of the year ended 31 December 2021 be and are hereby approved: 
      1. That Shareholders entitled to receive cash dividends in respect of the financial year ended 31 December 2021 be offered a right of election to receive ordinary shares in the Company (“New Ordinary Shares”) instead of cash dividends, and that such New Ordinary Shares be credited as fully paid, and when issued, shall rank pari passu in all respects with the Company’s existing ordinary shares; 
      2. That the election to receive ordinary shares instead of cash dividends shall have been exercised by shareholders on or before June 7, 2022; 
      3. That the New Ordinary Shares to be received by Shareholders shall be determined by their cash dividend entitlements divided by a Reference Share Price, which Reference Share Price shall be the ten-day average (starting on June 2, 2022) of the Company’s closing share price on the floor of Nigerian Exchange Limited; 
      4. That the Directors be, and are hereby, authorised to allot to shareholders who elect to receive ordinary shares in the Company in lieu of cash dividends, such number of New Ordinary Shares as shall be determined by the Directors in the manner aforesaid. 
   2. “That upon completion of the process for the payment of dividend (including without limitation, the allotment of the New Ordinary Shares to shareholders who elect to receive same); and in compliance with Section 124 of the Companies and Allied Matters Act No. 3 of 2020 (as amended) and the Companies Regulations 2021, the shareholders hereby approve the cancellation of all of the unissued shares of the Company and authorise the Directors to take all such lawful steps as may be required by statute and/or regulations for implementing the cancellation of the Company’s unissued shares.” 
   3. “That the Directors be and are hereby authorised to take all such lawful steps, pass all requisite resolutions, and do all such other lawful acts and/or things as may be necessary for and/or incidental to giving effect to resolutions 10.1and 10.2 above; and all prior lawful steps taken by the Directors in the above regard be and are hereby ratified
5. “To consider and if thought fit, approve as special resolutions of the Company: 
   1. “That subsequent to the cancellation of all of the unissued shares in the share capital of the Company in accordance with resolution 10.2 above, Clause 6 of the Memorandum of Association and Article 3 of the Articles of Association of the Company be amended as necessary to reference only the issued shares in the share capital of the Company.” 
   2. “That the Memorandum and Articles of Association of the Company be and are hereby further amended as contained in Annexure attached to this Notice and contained at https://www.capplc.com/wp-content/uploads/2022/05/ANNEXURE-TO-NOTICE-of-AGMvF.pdf.

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