Notice is hereby given that the 75th Annual General Meeting of Nigerian Breweries Plc (“the Company”) will be held in the Shell Nigeria Hall, Muson Centre, 8/9 Marina, Onikan, Lagos State on Thursday, 22nd April 2021 at 10.00 a.m. for the following purposes:
A. Ordinary Business
1 To present to the Meeting, the Financial Statements for the year ended the 31st of December 2020 and the Reports of the Directors, the Independent Auditor and the Audit Committee.
2 To declare a dividend.
3 To re-elect Directors.
4 To authorise the Directors to fix the remuneration of the Independent Auditor.
5 To elect members of the Audit Committee.
6 To disclose the remuneration of the Managers.
B. Special Business
7. To fix the remuneration of the Directors.
8. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:
“That the general mandate given to the Company to enter into recurrent transactions with related parties for the Company’s day to day operations, including amongst others the procurement of goods and services, on normal commercial terms be and is hereby renewed.”
9. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:
“That the following proposals by the Directors, be and they are hereby approved:
- “That Shareholders entitled to receive cash dividends in respect of the financial year ended 31st December 2020, 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, which, when issued, shall rank pari-passu in all respects with the Company’s existing ordinary shares;
- That the election to receive ordinary shares instead of cash dividends shall have been exercised on or before the 12th of April, 2021;
- 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 (10) day average (starting on the 11th of March, 2021) of the Company’s closing share price on the floor of The Nigerian Stock Exchange.”
- That further to the above approval, the Directors be and they are hereby authorised to allot to Shareholders who elected 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.”
- “That the Directors be and they are hereby authorised to take all necessary steps to give effect to the above resolutions and That all steps already taken by the Directors in that regard be and they are hereby ratified.”
