MRS Oil Nigeria Plc to Hold AGM on August 2, 2022

Notice is hereby given that the Fifty–Third Annual General Meeting of MRS Oil Nigeria Plc will hold at the Civic Centre, Ozumba Mbadiwe Way, Lagos, Nigeria, on 2nd of August, 2022 at 11:00 a.m. to transact the following business:-

Ordinary Business:

To lay the Audited Financial Statements for the year ended 31 December 2021 and the Report of the Directors together with the Audit Committee and Auditors Report thereon.
To declare a Bonus.
To re-elect/elect Directors under Articles 90/91 of the Company’s Articles of Association.
To authorize the Directors to fix the remuneration of the Auditors.
To elect the Members of the Audit Committee.
To disclose the remuneration of the Managers of the Company.

Special Business:

To consider and if thought fit, pass the following resolution as Ordinary Resolutions:

To fix the remuneration of the Directors.
“That the Authorized Share Capital of the Company be and is hereby increased from 161,227,482 to 171,442,353.5 by the creation of additional 20, 429, 743 Ordinary Shares of 50 kobo each to rank in all respect pari passu with the existing shares of the Company”.
“In pursuance to the Company’s Articles of Association and the recommendation of the Directors, that the sum of N10,214,871.5 (Ten Million, Two Hundred and Fourteen Thousand, Three Hundred and Fifty Three Naira, Fifty Kobo Only) be transferred from the balance of retained profits to the share capital account. The amount thus transferred shall represent the value of 20, 429, 743 Ordinary Shares as fully paid up, amongst Members whose names are registered in the Company’s Register of Members at the close of business on Friday, July 1, 2022, in the proportion of 1 (one) new share of 50 kobo each for every 8 (eight) existing shares of 50 kobo each, held by them. The shares thus distributed shall rank pari passu with the existing shares in all aspect. They should be treated for all purposes as capital and not an income and such capitalization of reserves and the issue of bonus shares shall be effected upon receipt by the Directors of the necessary approval from the Authorities”. RC: 6442 2, Tincan Island, Port Road, Apapa, P.O. Box 166, Lagos, Nigeria. T : +234 1 461 4500, F : + 234 1 461 4602 www.mrsgroupng.com That the Directors be and hereby authorized to deal with the fractions of shares arising from the allotted bonus shares to Registered Member, as they deem fit.

To consider and if thought fit, pass the following resolutions as Ordinary Resolutions:

That the Memorandum of Association of the Company be and are hereby altered by deleting the present Clause 6 and substituting the following new Clause in its place.
“Clause 6 – The Share Capital of the Company is 171,442,353.5 divided into 342,884,707 Ordinary Shares of 50 kobo each, with respective rights as are defined by the Articles of Association.
That the Articles of Association of the Company be and are hereby altered by deleting the present Article 3 and substituting the following new Article in its place.
“Article 3 – The Share Capital of the Company 171,442,353.5 divided into 342,884,707 Ordinary Shares of 50 kobo each.
Insert a new Note 14 “On August 2nd 2022, the share capital of the Company was increased to 171,442,353.5 divided into 342,884,707 Ordinary Shares of 50 kobo each.
To renew the general mandate for “Related Party Transactions”.

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