NOTICE IS HEREBY GIVEN that the 13th Annual General Meeting of CAVERTON OFFSHORE SUPPORT GROUP PLC will be held at the Caverton Aviation Training Center, Murtala Muhammed International Airport, Ikeja, Lagos, Nigeria on Thursday the 26th of May, 2022 at 11:00am to transact the following businesses:
A. ORDINARY BUSINESS:
1. To lay before the Members the Audited Financial Statements of the Company for the year ended 31st December 2021 together with the Reports of the Directors, Auditors and Audit Committee thereon.
2. To re-elect the following Directors as Non –Executive Directors:
I. Mr. Akin Kekere-Ekun
II. Chief Raymond Ihyembe
III. HRM Dr. Edmund Daukoru
3. To appoint PricewaterhouseCoopers as the External Auditor of the Company, and authorize the Directors to fix the remumeration of the External Auditors.
4. To elect members of the Statutory Audit Committee
5. Disclosure of the remuneration of Managers of the Company
B. Special Business
1. To fix the remuneration of Directors
2. 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 NGX Regulation Limited governing transactions with related parties.
ATTENDANCE AND VOTING BY PROXY
In the interest of public safety and having due regard to the Nigeria Centre for Disease Control (NCDC) COVID-19 Guidance for Safe Mass Gatherings in Nigeria, (and the restrictions on public gatherings by the Lagos State Government) and pursuant to the Corporate Affairs Commission’s (CAC) Guidelines on holding Annual General Meetings by Public Companies using Proxies, only persons indicated to be selected proxies on the Proxy Form would attend the Meeting physically. All other Shareholders would be required to attend the Meeting online and to vote at the Meeting through a proxy.
In view of the foregoing, the approval of the CAC was obtained for the Annual General Meeting to be held by proxy.
A proxy may be selected from any of the following individuals (the Selected Proxies):
- Mr. Aderemi Makanjuola -Chairman
- Mr. Olabode Makanjuola -Chief Executive Officer
- Chief Raymond Ihyembe -Independent Non – Executive Director
- Mr. Akin Kekere-Ekun -Non-Executive Directory
The Selected Proxies are to attend the Meeting and vote on their own behalf as well as on behalf of the Shareholders who selected them as proxies. The Selected Proxies are encouraged to comply with relevant public health advice in order to protect the health of others. Other Shareholders can attend the meeting and participate in the proceedings online via real-time streaming options which have been provided in this notice.
A blank proxy form is attached to the Annual Report and is also available on the Company’s website ( click here for Proxy Form ), and the Registrars website at www.coronationregistrars.com. Shareholders are advised to send their completed proxy forms to the office of the Company Secretary, Caverton Offshore Support Group Plc, 1 Prince Kayode Akingbade Close, Victoria Island, Lagos or send soft copy to firstname.lastname@example.org or to email@example.com no later than 48 hours before the AGM to enable the Company stamp the proxy forms at the Company’s expense.
DATED THIS 4TH DAY OF MAY 2022
BY ORDER OF THE BOARD
Amaka Pamela Obiora
Company Secretary / Legal Adviser
1, Prince Kayode Akingbade Close, Victoria Island, Lagos.
- CLOSURE OF REGISTER OF MEMBERS
The register of Members and transfer books of the Company will be closed on from the 8th to the 12th of May, 2022. (Both days inclusive)
- STATUTORY AUDIT COMMITTEE
In accordance with section 404(6) of the Companies and Allied Matters Act, 2020, 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 to the office of the Company Secretary, Caverton Offshore Support Group Plc, 1 Prince Kayode Akingbade , Close, Victoria Island, Lagos or send soft copy to firstname.lastname@example.orgSection 404 (5) of the Companies and Allied Matters Act 2020 provides that all the members of the Audit Committee shall be financially literate and at least one (1) member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. The Code of Corporate Governance issued by the Financial Reporting Council of Nigeria also provides that members of the Audit Committee should be financially literate and able to read and interpret financial statements. In view of the foregoing, nominations to the Statutory Audit Committee should be accompanied by a copy of the nominees’ detailed Curricula Vitae disclosing requisite qualifications
- 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 Exchange Limited. 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 or a soft copy can be sent to email@example.com not later than 7 days to the date of the Meeting
- UNCLAIMED DIVIDEND
A list of unclaimed dividends will be circulated with the Annual Reports and Financial Statement. Members concerned are advised to contact the Company’s Registrars, Coronation Registrars Limited, 9 Amodu Ojikutu Street, Victoria Island
- BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION/ ELECTION
The profiles of all Directors standing for election or re-election are available in the Annual Report and on the Company’s website.
- LIVE STREAMING OF THE 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 link for the AGM live streaming will be made available on the Company’s website at www.caverton-offshore.com. The 2021 Annual Report and Accounts of the company shall be made available on the Company’s website at www.caverton-offshore.com