NOTICE IS HEREBY GIVEN THAT the 57TH ANNUAL GENERAL MEETING of the Members of LIVESTOCK FEEDS PLC will be held at 1, Henry Carr Street Ikeja Lagos State on Thursday 21st July 2021 at 10.00 am to transact the following businesses:
ORDINARY BUSINESS
1. To lay before the Members, the Report of the Directors, the Financial Statements of the Company for the year ended December 31, 2021, together with the Reports of the Auditors and the Audit Committee thereon.
2. To re-elect the following Directors retiring by rotation:
i. Mr. Daniel Obaseki
ii. Mr. Adebolanle Badejo
3. To elect Mr. Peter B. Mombaur as a Non-Executive Director
4. To authorize the Directors to fix the remuneration of the Auditors for the financial year ending 2022.
5. To elect members of the Statutory Audit Committee
6. To disclose the Remuneration of Managers of the Company
SPECIAL BUSINESS
7. To fix the remuneration of the Directors
8. To renew the general mandate given to the Company to enter into recurrent transactions with related parties.
9. To consider and if thought fit, pass the following, with or without modification, as special resolutions of the Company:
(a) 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 the Company’s 1,000,000,582 (One Billion, Five Hundred and eighty- two) unissued ordinary shares of ₦0.50k (fifty kobo) 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.
(b) That further to the resolution above, Clause 6 of the Memorandum of Association of the Company be amended to read as follows: “The issued share capital of the Company is N1,499,999,709 (One Billion, Four Hundred and Ninety-nine Million, Seven Hundred and Nine Thousand,) divided into 2,999,999,418 (Two Billion, Nine Hundred and Ninety-nine Million, Nine Hundred and Ninety-Nine Thousand, Four Hundred and Eighteen) ordinary shares of ₦0.50 (Fifty kobo) each”.
(c) 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 the above resolutions; and all prior lawful steps taken by the Directors in the above regard be and are hereby ratified.
Dated this 6th day of May 2022
BY ORDER OF THE BOARD
ROSE JOSHUA HAMIS (MRS)
AG. COMPANY SECRETARY
FRC/2013/ICSAN/00000002356
Registered Office
1, Henry Carr Street, Ikeja.
Lagos State Nigeria
NOTES
COMPLIANCE WITH GOVERNMENT DIRECTIVES ON COVID-19 AND RELATED GUIDELINES
To ensure the safe conduct of the 57th Annual General Meeting in accordance with the health advisory of the Nigeria Centre for Disease Control on physical distancing and the restriction on mass gatherings due to the Covid-19 pandemic, and in line with guidelines issued by the Corporate Affairs Commission (CAC) on the conduct of the Annual General Meeting (AGM) of Public Companies by Proxies, Livestock Feeds Plc has obtained the approval of CAC to hold the AGM by Proxy.
PROXY
Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. A proxy form must be completed and deposited at the office of the Company’s Registrar, Cardinal Stone (Registrars) Limited, 335/337, Herbert Macaulay Way, Yaba, Lagos or send via email to registrars@cardinalstone.com not later than 48 hours before the time fixed for the meeting.
In line with the CAC Guidelines, attendance at this AGM shall be by proxy only.
Shareholders are required to appoint a proxy of their choice from the list of nominated proxies below:
(i) Dr. Joseph Ibrahim Dada
(ii) Mr. Adegboyega Adedeji
(iii) Aare Kamorudeen Ajao Danjuma
(iv) Mr. Olufemi F. Oduyemi
All completed proxy forms should be sent by email to the Registrars at registrars@cardinalstone.com
STAMPING OF PROXY FORMS
The Company has made arrangements at its cost for the stamping of duly completed and signed proxy forms submitted to the Company’s Registrars within the stipulated timeline.
LIVE STREAMING OF THE AGM
The Annual General Meeting will be streamed live. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The link for the AGM live stream would be made available on the Company’s website and the link for the live streaming is Livestock Feeds YouTube Channel
CLOSURE OF REGISTER AND TRANSFER BOOKS
The Register of Members and Transfer Books will be closed from Monday, July 4, 2022 to Friday, July 8, 2022 both days inclusive for the purpose of updating the Register of Members.
NOMINATION TO THE STATUTORY AUDIT COMMITTEE
Pursuant to Section 404(3) of the Companies and Allied Matters Act 2020, the Audit Committee shall consist of five members comprising of three members and two non[1]executive directors. Section 404 (5) has mandated that all members of the audit committee shall be financially literate, and at least one member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly.
Any member may nominate another member of the company to the audit committee by giving written notice of such nomination to the secretary of the company at least 21 days before the annual general meeting and any nomination not received prior to the meeting as stipulated is invalid.
RIGHT OF SECURITIES’ HOLDERS TO ASK QUESTIONS
Shareholders and other holders of the Company’s securities have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company on or before Friday July 15, 2022.
UNCLAIMED SHARE CERTIFICATES AND DIVIDEND WARRANTS
Shareholders are hereby informed that a sizeable quantity of share certificates and dividend warrants have been returned to the Registrars and are unclaimed. Some dividend warrants have neither been presented to the Bank for payment nor to the Registrar for revalidation. Affected members are advised to contact the Registrars, Cardinal Stone (Registrars) Limited) at 335/337, Herbert Macaulay Way, Yaba, Lagos during normal business hours, email them at registrars@cardinalstone.com or call them on 01-7120090.
RECORD OF DIRECTOR’S ATTENDANCE AT BOARD MEETINGS
In accordance with Section 301 of the Companies and Allied Matters Act 2020, the register of Directors and record of Directors’ attendance at Board Meetings during the year 2021 will be available for inspection at this Annual General Meeting.
DIRECTORS RETIRING BY ROTATION
In accordance with the Articles of Association of the Company, Mr Daniel Obaseki and Mr Adebolanle Badejo are the Directors retiring by rotation at the meeting and being eligible have offered themselves for re-election. Also, in accordance with the Law, Mr Peter B. Mombaur, having been appointed to the Board since the last Annual General Meeting, offers himself for election at this meeting.
The biographical information of the Directors submitted for re-election and election is contained in the Annual Report and on the Company’s website at www.livestockfeedsplc.com
E- ANNUAL REPORT
The electronic version of the Company’s 2021 Annual Report is available at the Company’s website www.livestockfeedsplc.com shareholders who have provided their email addresses to the Registrars will receive the electronic version of the Annual Report through e-mail. Furthermore, shareholders who are interested in receiving the electronic version of the Annual Report should please make a request by email to the Registrar at registrars@cardinalstone.com.
E-DIVIDEND/BONUS
Pursuant to the directives by the Securities and Exchange Commission, notice is hereby given to all shareholders to open bank accounts, stock-broking accounts and CSCS accounts for the purpose of e-dividend/bonus. A form is attached to the Annual Report for completion by the shareholders to furnish the particulars of their accounts to the Registrar (Cardinal Stone Registrars Limited) as soon as possible.