Views: 2305
LastModified: never
NOTICE IS HEREBY GIVEN that the Twentieth Annual General Meeting of Goldlink Insurance Plc (“the Company”) will be held at the Lagos Airport Hotel, 111 Obafemi Awolowo Way, Ikeja Lagos, Nigeria on Friday 27th of April 2018 at 11 o’clock in the forenoon to transact the following business:
ORDINARY BUSINESS
SPECIAL BUSINESS
“That:
a. The process of surrender of shares initiated and concluded by the Board of Directors in respect of 327,845,865 units of the Company’s shares inappropriately allotted to selected shareholders without due consideration before the Company went public, be and are hereby ratified.”
b. The process of surrender of shares initiated and concluded by the Board of Directors in respect of 415,329,735 units of the Company’s shares be and are hereby ratified’’
c. “In light of the surrender and by operation of law, the shares shall revert as unissued shares in the capital of the company and the holders of the said surrendered shares have ceased to be members of the Company with respect to the surrendered shares’’.
i. The Directors be and are hereby authorized to issue up to 4,600,000,000 ordinary shares of 50 kobo each from the Company’s share capital by way of rights issue in such proportion, at such time, for such consideration and upon such terms and conditions as the Directors may deem fit subject to obtaining approval of relevant regulatory authorities.
ii. Pursuant to the authority to undertake the rights issue referred to in paragraph 6(a) (i) above, the Directors be and hereby further authorized to enter into any underwriting arrangement with any individual or body corporate with respect to the rights issue on such terms and conditions as they may deem fit.
iii. Further to paragraph 6 (a) (i) above, the shareholders hereby waive their pre-emptive rights to any unsubscribed shares under the rights issue in the event of an under-subscription”.
b. “That the Directors be and are hereby authorized to enter into any agreement and or execute any other documents necessary for and/or incidental to effecting the resolutions above”.
c. “That 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’’
d. “That all acts carried out by the Directors and Management of the Company hitherto in connection with the above be and are hereby ratified”.
i. A prior right to dividend against all other classes of shares;
ii. A priority to return of capital against all other classes of shares;
iii. Irredeemability of the shares;
iv. Preference dividend shall be cumulative ;
v. Preference dividend at a rate of 12.098%; and
vi. Convertibility after 4 years at the instance of the holders thereof or the Company”. b. “That 2,000,000,000 ordinary shares in the unissued share capital of the Company be reclassified as 2,000,000,000 Irredeemable Convertible Preference shares of 50 kobo each”
c. That in pursuance of Section 141 of the Companies and Allied Matters Act, the rights hitherto attached to the 2,000,000,000 unissued Ordinary shares be varied as Irredeemable, Convertible Preference Shares, the Company having received in writing the consent of shareholders holding not less than ¾ of the issued shares of the company.
a. “That pursuant to the Company’s Articles of Association:
The Directors be and are hereby authorized to raise additional capital by way of private / special placement, through the issuance of 2,000,000,000 Irredeemable, Convertible preference shares of 50 kobo each on such terms and conditions that shall be determined by the Directors subject to obtaining the approval of the relevant regulatory authorities”.
b. “That the Directors be and are hereby authorized to enter into any agreement and or execute any other documents necessary for and/or incidental to effecting the resolutions above”.
c. “That the Directors be and are hereby authorized to appoint such professional parties and perform all such other acts as may be necessary for or incidental to effecting the above resolutions, including without limitation, complying with directives of any regulatory authority”.
d. “That all acts carried out by the Directors and Management of the Company hitherto in connection with the above be and are hereby ratified”.
“That Clause 5 of the Memorandum of Association be amended to wit:
The authorized Share Capital of the Company is N4,550,000,000 divided into 7,100,000,000 of ordinary shares of 50 kobo each and 2,000,000,000 Preference shares of 50kobo”.
NOTE
A. PROXY
A member of the Company entitled to attend and vote may appoint a proxy to exercise all or any of his right to attend, speak and vote instead of that member. A proxy need not be a member of the Company. A proxy form is enclosed herewith. Proxy form must be completed and deposited at the office of the Company’s Registrar,Pace Registrars Limited, 8th floor Knight Frank Building, 24 Campbell Street, Marina, Lagos, not later than 48 hours before the time fixed for the meeting.
B. CLOSURE OF THE REGISTER AND TRANSFER BOOKS
Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Monday 16th to Friday 20th April 2018, both days inclusive for the purpose of preparing an up-to-date Register of Members.
C. NOMINATIONS FOR THE AUDIT COMMITTEE
In accordance with Section 359(5) of the Companies and Allied Matters Act (Cap C20, Laws of the Federation of Nigeria, 2004), any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. The Securities & Exchange Commission's Code of Corporate Governance for Public Companies has indicated that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements.
D. WEBSITE
A copy of this notice and other information relating to the meeting can be found at www.goldlinkplc.com
E. SHAREHOLDERS' RIGHTS
Shareholders of the Company reserve the right to ask questions not only at the meeting but also in writing prior to the meeting. Such Shareholders may submit to the office of the Company Secretary written memoranda of their questions, observations or concerns arising from the Annual Reports & Financial Statements at least one week before the Annual General Meeting.
BY ORDER OF THE BOARD
Tobi Olaleye
Dated this 22nd day of March, 2018
Company Secretary/ Legal Adviser
FRC/2014/NBA/000000008450
Goldlink Insurance Plc
Goldlink Plaza
6, Emmanuel Street, Maryland
Lagos
PROXY FORM
The 20th ANNUAL GENERAL MEETING of Goldlink Insurance Plc to be held at the Lagos Airport Hotel, Lagos on the 27th day of April, 2018, at 11 o’clock in the forenoon
I/We* ……………………………………………………………of………………………………… being member/ members of Goldlink Insurance Plc hereby appoint………………………………………… or failing him the Chairman of the Meeting as my/ our proxy to vote for me/us on our behalf at the General Meeting of the Company to be held on Friday 27th April, 2018 and at any adjournment thereof
Dated this ………….. day of …………………….2018
Shareholder’s signature
RESOLUTION |
FOR |
AGAINST |
ABSTAIN |
ORDINARY BUSINESS |
|
|
|
To approve the Audited financial statements |
|
|
|
To re-appoint KPMG Professional Services as the Auditors to the Company |
|
|
|
To authorize Directors to fix Auditor’s remuneration |
|
|
|
To elect members of the Audit Committee |
|
|
|
SPECIAL BUSINESS |
|
|
|
To ratify the surrender of shares. |
|
|
|
To pass a sub- joined resolution authorizing the Directors to issue up to 4,600,000,000 ordinary shares of 50 kobo out of the unissued shares by way of rights issue subject to regulatory approval |
|
|
|
To pass a sub-joined resolution approving the creation of a new class of Irredeemable and Convertible Preference Shares |
|
|
|
To pass resolution authorizing the Directors to raise additional capital by issuing 2,000,000,000 preference shares out of the unissued shares by way of private/ special placement subject to regulatory approval. |
|
|
|
Special Resolution to amend the Memorandum of Association to reflect the new authorized Share Capital of N4,550,000,000 divided into 7,100,000,000 ordinary shares and 2,000,000,000 Preference shares |
|
|
|
Please indicate with an ‘X’ in the appropriate space how you wish your vote to be cast on the resolutions set out above
Unless otherwise so indicated, the proxy will vote or abstain from voting at his/her discretion
BEFORE POSTING THE ABOVE CARD PLEASE TEAR OFF THIS PART AND RETAIN ITS ADMISSION CARD
NOTES
IF YOU ARE UNABLE TO ATTEND, PLEASE
a) Write the name of your proxy ( if any) where marked *
b) Ensure that the form is signed by you and stamped with the COMMISSIONER OF STAMP DUTIES.
c) Tear the proxy form along the perforated lines and post so as to reach the Registrar or the Company Secretary at the registered office of the Company not later than 48 hours before the time of holding the meeting.
...............................................................
Signature of person attending the meeting.