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Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 10th Annual General Meeting of CAVERTON OFFSHORE SUPPORT GROUP PLC will be held at the Civic Centre, Ozumba Mbadiwe Street, Victoria Island, Lagos, Nigeria on Tuesday the 21st of May, 2019 at 10:00am to transact the following business:

AGENDA

A. ORDINARY BUSINESS:

1. To lay before the Members the Audited Financial Statements of the Company for the year ended 31st December 2018 together with the Reports of the Directors, Auditors and Audit Committee thereon.

2. To declare a dividend.

3. To re-elect the following Directors retiring by rotation:

i. Mr. Akin Kekere-Ekun

ii. Mr. Bashiru Bakare

iii. Mallam Bello Gwandu

4. To authorize the Directors to fix the remuneration of the Auditors.

5. To elect members of the Audit Committee.

B. SPECIAL BUSINESS

6. To fix the remuneration of Directors.

7. To authorize the renewal of recurrent transactions which are of trading nature or those necessary for its day-to-day operations from related companies in accordance with the Rules of the Nigerian Stock Exchange governing transactions with related parties.

NOTES:

1. 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 in his/her stead. Proxies need not be members of the Company. A blank proxy form is attached to the Annual Report  Click here to access Annual Report 2018

To be valid, a completed and duly stamped proxy form must be deposited at the office of the Company’s Registrars, United Securities Limited, 10 Amodu Ojikutu Street, Victoria Island, Lagos not less than 48 hours before the time fixed for the meeting.

B. DIVIDEND

If the proposed dividend of 25 kobo per ordinary share is approved, subject to appropriate withholding tax, it will be payable on Tuesday, May 21, 2019 to Shareholders whose names are registered in the Register of Members at the close of business on May 7, 2019. Shareholders who have completed the e-Dividend Mandate Forms will receive a direct credit of the dividend into their bank accounts on the date of the Annual General Meeting.

C. E-DIVIDEND MANDATE

Shareholders are kindly requested to update their records and advise United Securities Limited of their updated records and relevant bank accounts for the payment of their dividends. Detachable forms in respect of mandate for e-dividend payment, unclaimed/stale dividend payment and shareholder data update are attached to the Annual Report for convenience. The duly completed forms should be returned to the office of the Registrars, United Securities Limited, 9 Amodu Ojikutu Street, Victoria Island, Lagos.

D. CLOSURE OF REGISTER OF MEMBERS

The register of Members and transfer books of the Company will be closed on the 8th of May, 2019 to enable the Registrar prepare for payment of dividend.

E. AUDIT COMMITTEE

In accordance with section 359(5) of the Companies and Allied Matters Act, 1990, any shareholder may nominate a shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least 21 days before the Annual General Meeting.

Kindly note that the provisions of the Code of Corporate Governance issued by the Securities and Exchange Commission (SEC) indicates that members of the Statutory Audit Committee should have basic financial literacy and be knowledgeable in internal control processes.

In view of the foregoing, nominations to the Statutory Audit Committee should be supported by the Curricula Vitae of the nominees.

F. SHAREHOLDERS' RIGHT TO ASK QUESTION

Shareholders reserve the right to ask questions not only at the Meeting but also in writing on any matter, subject or issue contained in the Annual Report and Accounts. Shareholders may also submit questions prior to the Meeting in writing to the Company, in line with the Rule 19.12 (c) of the Listing Rules of the Nigerian Stock Exchange. Such questions should be addressed to the Company Secretary and reach the Company at its Head Office at 1 Prince Kayode Akingbade Close, Victoria Island, Lagos not later than 7 days to the date of the Meeting.

G. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES

Shareholders are hereby informed that a number of share certificates and dividend warrants have been returned to the Registrars as “unclaimed”. A list of all unclaimed dividend will be circulated with the Annual Report and Financial Statement. Any member affected by this notice is advised to write to or call at the office of the Company’s Registrars, United Securities Limited, 9 Amodu Ojikutu Street, Victoria Island, Lagos during normal working hours.

H. PROFILE OF DIRECTORS

The profile of all Directors are available for viewing on the Company’s website, www.caverton-offshore.com, and are also provided in the Annual Report  Click here to access Annual Report 2018

I. WEBSITE

A copy of this Notice and other information relating to the meeting can be found at www.caverton-offshore.com

DATED THIS 28TH DAY OF APRIL 2019

BY ORDER OF THE BOARD

Amaka Pamela Obiora

Company Secretary / Legal Adviser

FRC/2015/NBA/00000011302

1, Prince Kayode Akingbade Close, Victoria Island, Lagos.