NOTICE OF THE 22ND ANNUAL GENERAL MEETING OF MEMBERS OF SUNU HEALTH NIGERIA LIMITED
IS HEREBY GIVEN that the 22nd Annual
General Meeting of members of SUNU Health
Nigeria Limited (the “Company”) will be held at 174B, Murtala Mohammed Way, Ebute Meta, Lagos
on Wednesday, 20th May, 2020
at 10.00 a.m. for
the purpose of considering and, if deemed fit, to pass and approve, with or without
modification, the ordinary and special resolution set out hereunder in the
manner required by the company’s Memorandum and Articles of Association (MEMART
and the Companies and Allied Matters
Act, CAP C.20, Laws of the Federation 2004 (CAMA).
Part A – Presentation of Annual Financial Statements, Audit Committee report and external auditors’ report
1. Presentation of the Annual Financial Statements
to present the audited annual financial statements of the company as approved by the Board of the company (the “Board”) together with the reports of the directors and external auditors of the company for the year ended 31st December, 2019.
Part B – Ordinary Resolutions
2. Ordinary Resolutions numbers 1.1 and 1.2 – to approve the recommendation of the Board for dividend payout of N21.219 million to shareholders at the rate of 5Kobo per share.
“to approve the recommendation of the Board for payment of dividend to shareholders who appears in the Register of Members as at by 31st March, 2020”.
1.1 “RESOLVED THAT the recommendation of the Board for payment of dividend to shareholders whose names appeared on the Register of Members by 31st March, 2020 at the rate of 5 kobo per share be and is hereby approved.”
3. Ordinary Resolutions numbers 2.1 and 2.2 – re-election of directors
“to elect, by way of separate resolutions, the following directors who are retiring by rotation at the AGM in terms of clause 92 of the company’s MEMART”.
The directors, being eligible, have offered themselves for re-election.
2.1 “RESOLVED THAT Chief Ibidolapo Balogun be and is hereby elected as a director of the company.”
2.2 “RESOLVED THAT Mr. Gabriel Idahosa be and is hereby elected as a director of the company.”
The individual profile of each of the directors available for re-election in resolutions numbers 2.1 and 2.2 are included with the notice of the AGM which would be dispatched to shareholders.
4. Ordinary Resolution number 3 – to ratify the appointment of Mazars Ojike & Co as the external auditors of the company in line with the approval of the Board and given the fact that the former external auditors have discontinued in office having satisfied the mandatory period of ten years tenure.
“to ratify the appointment of Mazars Ojike & Co. as external auditors of the company and to hold office until the conclusion of the next AGM”.
3 “RESOLVED THAT the appointment of Mazars Ojike & Co. as the external auditors of the company be and is hereby ratified and they are authorized to hold office until the conclusion of the next AGM.
5. Ordinary Resolution number 4 – authority to the Board to fix the remuneration of the external auditors for 2020 financial year.
“to authorize the Board to fix the remuneration of the external auditors for 2019 financial year.
4 “RESOLVED THAT, the Board be and is hereby authorized to fix the remuneration of the external auditors for 2020 financial year”.
6. Ordinary Resolution number 5 – general authority.
“to authorize the directors of the company to execute and sign any documentation that may be required to be signed in order to implement the resolutions passed at the AGM”.
5 “RESOLVED THAT, the directors of the company be and are hereby authorized to execute all documents and to do all such further acts and things as they may in their discretion consider appropriate to implement the ordinary and special resolutions set out in the notice of the AGM, if so approved by the shareholders.
Part C – Special resolution
7. Special resolution number 1 – approval of remuneration payable to non-executive directors and the Chairman for 2020 financial year.
1.1 “RESOLVED THAT the remuneration payable to non-executive directors and the Chairman be and are hereby fixed at N9.5million
for 2020 financial year.”
Any member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend, speak and vote on his/her behalf. To be valid, a proxy form must be completed in accordance with the instructions contained in the form, stamped by the Commissioner of Stamp Duties and deposited at the registered office of the Company Secretary at 174B, Murtala Mohammed Way, Ebute Meta, Lagos, Nigeria not less than 48 hours before the time of holding the meeting provided that proxies which are not delivered timeously to the registered office may be handed up to the Chairman of the AGM at any time before the proxy exercises any rights of the Shareholder at the AGM.
2. CLOSURE OF REGISTER OF MEMBERS/TRANSFER BOOKS
The register of members and transfer books of the company would be closed from Wednesday, 6th May to Wednesday, 20th May, 2020 (both dates inclusive) to enable the Company Secretary to make necessary preparations for the AGM.
3. RE-ELECTION OF DIRECTORS
In accordance with the provisions of the company’s MEMART, Chief Ibidolapo Balogun and Mr. Gabriel Idahosa would retire by rotation as non-executive directors and being eligible may indicate their intention to be re-elected.
4. SHAREHOLDERS’ RIGHT TO ASK QUESTIONS
Shareholders reserve the right to ask questions at the AGM. Shareholders may also 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. Such questions must be addressed to the Company Secretary by electronic mail at firstname.lastname@example.org not later than 7 days before the date of the AGM.
5. BIOGRAPHICAL DETAILS OF DIRECTORS
Biographical details of all directors including those standing for re-election are provided in the annual report.
Copy of this notice and other information relating to the meeting shall be found on the company’s website www.sunuhealthnigeria.com
Dated this Friday, 17th April, 2020
BY ORDER OF THE BOARD
JOHN NKEMAKONAM AKUJIEZE