NOTICE OF THE 22ND ANNUAL GENERAL MEETING OF MEMBERS OF SUNU HEALTH NIGERIA LIMITED
NOTICE
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.”
Notes
1. PROXY
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
nigeria.health@sunu-group.com 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.
6. WEBSITE
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
COMPANY
SECRETARY