NOTICE IS HEREBY GIVEN THAT the 13th Annual General Meeting (AGM) of DAAR Communications Plc will be held on Thursday, August 26, 2021, at the Company’s Corporate Headquarters, No. 1 Ladi Lawal, Off Gen. T.Y. Danjuma Street, Kpaduma Hill, Asokoro Abuja, Federal Capital Territory (FCT) at 11:00 am to transact the following business:
ORDINARY BUSINESS:
- To lay before the members, the Audited Financial Statements for the year ended 31st December, 2020 and the reports of the Directors, Auditors and Audit Committee thereon.
- To re-elect Directors.
- To authorize the Directors to fix the remuneration of the External Auditors for the 2021 financial year.
- To disclose the Remuneration of Managers of the Company in Compliance with Section 257 of CAMA 2020.
- To elect Shareholders’ representatives on the Statutory Audit Committee.
BY ORDER OF THE BOARD
Dated this 15th day of July, 2021
DONATUS O. ANOPUO
FRC/2014/NBA/00000007231
Company Secretary
REGISTERED OFFICE
No.1 Ladi Lawal Drive,
Off Gen. T.Y. Danjuma Street,
Kpaduma Hills, Asokoro,
Abuja, FCT.
NOTES:
- COMPLIANCE WITH COVID – 19 RELATED DIRECTIVES AND GUIDELINES
The Federal Government of Nigeria, State Governments, Health Authorities, and Regulatory Agencies have each issued several directives and guidelines aimed at curbing the spread of COVID – 19 in Nigeria. Particularly, the gatherings of not more than 50 persons have been prohibited whilst the convening and conduct of this Annual General Meeting shall be done in compliance with these directives and guidelines.
- PROXY
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf. A Proxy need not be a member of the Company.
A Proxy form for this purpose is contained in the Annual Report and Accounts to be valid for the meeting. The Proxy form must be completed and stamped by the Commissioner for Stamp Duties in accordance with the Stamp Duties Act (Cap 58 Laws of the Federation of Nigeria 2004) and thereafter deposited at the office of the Registrar – First Registrars and Investor Services Limited, No. 2, Abebe Village Road, Iganmu, Lagos or via email [email protected] or [email protected] not later than 48 hours before the time of the meeting. The cost of stamping of completed proxies shall be borne by the Company.
- ATTENDANCE BY PROXY
Shareholders should note that in view of the COVID – 19 pandemic and following from the guidelines from the Federal, States Government of Nigeria, Health Officials and Regulatory Bodies on restrictions on public gatherings, attendance to the Annual General Meeting shall only be by proxy to ensure public health and safety. A member entitled to attend and vote at the AGM is advised to select from the under listed proposed proxies, to attend and vote in his or her stead:
- Chief Raymond Paul Dokpesi jr. – Chairman
- Mr. Tony Akiotu – Managing director
- Mr. Nornah Awoh – Independent Non- Executive Director
- Ms. Paulyn Ugbodaga – Executive Director
- Mr. John Adidi – Chairman, Statutory Audit Committee
- Mr. Moses Igbrude – Minority Shareholder
- Mr. Augustine Ezechukwu – Minority Shareholder
- CLOSURE OF REGISTER
The Register of Members and Transfer Books of the Company will be closed from 3rd August, 2021 to 10th August, 2021 (both days inclusive).
- STATUTORY AUDIT COMMITTEE
In accordance with section 404 (6) of the Companies and Allied Matters Act, CAMA (Cap C20, Laws of the Federation of Nigeria, 2020), any member may nominate a shareholder to be elected 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.
Kindly note that the provisions of the Corporate Governance Guidelines issued by the Securities and Exchange Commission (SEC) indicate that members of the Statutory Audit Committee should have basic financial literacy and in view of the foregoing, nominations to the Statutory Audit Committee should be supported by the Curricula Vitae of the nominees.
- RE-ELECTION OF DIRECTORS
In accordance with the provisions of the Companies and Allied Matters Act (CAMA) section 285 (sub 1 – 4), 2020, the Directors to retire are Alhaji Gambo Lawan, Dr. Shedrack Akolokwu and Mr. Cornelius Oboh. The retiring Directors being eligible offered themselves for re-election.
The profiles of the Directors retiring by rotation are available in the Annual Reports.
- SHAREHOLDERS’ QUESTIONS
Any Shareholder entitled to attend the meeting reserves the right to ask questions not only at the Annual General Meeting but before the date of the meeting. Shareholders may submit their questions prior to the meeting in writing to the company in line with Rule 19.12 (c) of the Listing Rules of The Nigerian Stock Exchange and should be addressed to the Company Secretary and reach the company at its Head Office or by electronic mail at [email protected] not later than 48 hours before the time fixed for the meeting.
- E-DIVIDEND MANDATE
Shareholders who are yet to complete the e-dividend registration are advised to complete the e-dividend mandate form in the Annual Report and submit to the Registrars: First Registrars and Investor Services Limited, No. 2, Abebe Village Road, Iganmu, Lagos.
The form can also be downloaded from the Company’s website at www.daargroup.com.
- UNCLAIMED SHARE CERTIFICATES
Some Share Certificates have remained unclaimed or are yet to be presented or returned to the Registrars. Affected Shareholders are advised to contact the Registrars, First Registrars and Investor Services Limited, No. 2, Abebe Village Road, Iganmu, Lagos.
- ELECTRONIC ANNUAL REPORT
The electronic version of the Annual Report is available at www.daargroup.com. Shareholders who have provided their email addresses and WhatsApp numbers to the Registrars will receive the electronic version of the Annual Report via email and WhatsApp. Shareholders who are interested in receiving the electronic version of the Annual Report are kindly required to request via email to [email protected].
- LIVE STREAMING OF AGM
The AGM will be streamed LIVE online. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The online link for the AGM LIVE streaming will be made available on the Company’s website at www.daargroup.com and by the Registrars in due course.
DAAR COMMUNICATIONS PLC 13TH ANNUAL GENERAL MEETING (AGM) PROXY FORM
13THANNUAL GENERAL MEETING OF DAAR COMMUNICATIONS PLC TO BE HELD ON THURSDAY, AUGUST 26, 2021 AT COMPANY’S CORPORATE HEADQUARTERS, NO. 1 LADI LAWAL, OFF GEN. T. Y. DANJUMA STREET, KPADUMA HILL, ASOKORO ABUJA, FEDERAL CAPITAL TERRITORY (FCT) AT 11.00 A.M.
I/We*………………………………………….……………………….. being a member/members of DAAR COMMUNICATIONS PLC.; hereby appoint Chief Raymond Paul Dokpesi or failing him, Mr. Tony Akiotu or failing him, Mr. Nornah Awoh or failing him, Ms. Paulyn Ugbodaga or failing him, Mr. John Adidi or failing him, Mr. Moses Igbrude or failing him, Mr. Augustine Ezechukwu as my/our Proxy to act and vote for me/us at the Annual General Meeting of the Company to be held on Thursday August 26, 2021 and at any adjournment thereof.
Dated this ——— day of —————, 2021.
Signature ……………………………………………………………
| RESOLUTIONS | FOR | AGAINST | ABSTAIN |
| Ordinary Resolution | |||
| To lay before the members, the Audited Financial Statements for the years ended 31st December, 2020 and the reports of the Directors, Auditors and Audit Committee thereon | |||
| To re-elect Directors: | |||
| Alhaji Gambo Lawan | |||
| Dr. Shedrack Akolokwu | |||
| Mr. Cornelius Oboh | |||
| To authorize the Directors to fix the remuneration of the External Auditors for the 2021 financial year | |||
| To elect Shareholders’ representatives on the Statutory Audit Committee |
Please indicate with ‘X’ in the appropriate space how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain/ from voting at his/her discretion.
NOTES:
- Further to the directive of the Federal and State Governments on the restriction on mass gatherings due to COVID-19 pandemic, the Corporate Affairs Commission has approved that the Annual General Meeting (AGM) be conducted through the use of proxies by shareholders of the Company. Members are therefore advised that attendance at the AGM shall only be by proxy. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his / her / its place. A proxy need not be a member of the Company. In view of the above, members should appoint a proxy of their choice from the following proxies to represent them at the meeting:
| Chief Raymond Paul Dokpesi jr. | Mr. Tony Akiotu | ||
| Mr. Nornah Awoh | Ms. Paulyn Ugbodaga | ||
| Mr. John Adidi | Mr. Moses Igbrude | ||
| Mr. Augustine Ezechukwu |
- Please sign this form and deposit it with the Registrar, First Registrars and Investor Services Limited, No. 2, Abebe Village Road, Iganmu, Lagos or via email [email protected] or [email protected] not later than 48 hours before the commencement of the meeting. If executed by a corporation, this form should be sealed with its common seal.
- For the appointment of the proxy to be valid for the purposes of the meeting, the Company has made arrangements to bear the cost of stamp duties on the instruments of proxy
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DAAR COMMUNICATIONS PLC 13TH ANNUAL GENERAL MEETING (AGM) ADMISSION CARD
Please admit the shareholder on this form or his/her duly appointed proxy to the Annual General Meeting of the Company to be held on Thursday August 26, 2021 at the Company’s Corporate Headquarters, No. 1 Ladi Lawal, off Gen. T.Y. Danjuma Street, Kpaduma Hill, Asokoro Abuja, Federal Capital Territory (FCT) at 11:00 am.
……………………………………………………………………… ….………………….……………………
Name of Shareholder/Proxy & Address Number of shares held
Signature of person attending: ……………………………………………………………………………
Note: This card is to be signed at the venue of the AGM in the presence of the Registrars
