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NOTICE OF THE 26TH ANNUAL GENERAL MEETING OF CENTRAL SECURITIES CLEARING SYSTEM PLC


NOTICE OF THE 26TH ANNUAL GENERAL MEETING OF CENTRAL SECURITIES CLEARING SYSTEM PLC


NOTICE IS HEREBY GIVEN that the 26th Annual General Meeting of the CENTRAL SECURITIES  CLEARING SYSTEM PLC (‘CSCS’) will hold at CSCS, The Nigerian Stock Exchange Building, 2/4 Customs Street, Lagos on Friday 22 May 2020 at 10.00 am to transact the following business:

A. ORDINARY BUSINESS

1. To receive and consider the company’s audited financial statements for the year ended December 31, 2019 and the Reports of the Directors, Auditors and Statutory Audit Committee.

2. To declare a final dividend.

3. To elect/re-elect Directors.

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

5. To elect/re-elect members of the Statutory Audit Committee.

6. To appoint/re-appoint Auditors.

B.  PROXY

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her/its stead. A proxy need not be a member of the Company. To validate the appointment of a Proxy, a duly completed Proxy Form must be sent to the Company Secretary, Mr. Charles Ojo by e-mail at cojo@cscs.ng or the Company’s Registrars, Africa Prudential Registrars at cxc@africaprudential.com, not less than 48 hours before the time fixed for the meeting. A proxy form is contained in the Annual Report and shall also be made available on the Company’s website at https://www.cscs.ng.

Dated this 30th day of April, 2020

BY ORDER OF THE BOARD of Central Securities Clearing System Plc:

CHARLES I. OJO

Company Secretary


Download Proxy Form

1. Proxy

In accordance with the guidelines issued by the Corporate Affairs Commission (CAC) on the conduct of Annual General Meetings via proxies in Nigeria as part of the measures to mitigate the negative effect created by the current Coronavirus (Covid-19) pandemic, the Central Securities Clearing System (CSCS) requests every member who is entitled to attend and vote at the Company’s 26th Annual General Meeting to appoint a proxy from the list of designated individuals to attend and vote in his/her/its stead. Attendance of the Annual General meeting shall be by proxy only.

a. Oscar N. Onyema OON | Board Chairman

b. Eric Idiahi | Non-Executive Director/Shareholder

2. Dividend

A total dividend of N4,300,000,000 (Four Billion Three Hundred Million Naira) that is 86k (Eighty Six Kobo) per share has been recommended by the Board for approval. If approved by Shareholders at the Annual General Meeting, Shareholders whose names are on the Register of Members as at Tuesday 12 May 2020 and who have completed the e-dividend registration and mandate forms will receive direct credit of the approved dividend into their bank accounts on the date of the Annual General Meeting.

3. E-Dividend Mandate

Shareholders are kindly requested to update their records, complete the e-dividend mandate forms and advise the Company, Central Securities Clearing System of their updated records and relevant bank account details for payment of dividend. Detachable forms in respect of mandate for e-dividend payment, unclaimed dividend/stale warrants and shareholder’s data update are attached to the Annual Report. The forms can also be downloaded from the CSCS website at https://www.cscs.ng. The duly completed forms should be returned to the Company Secretary, Central Securities Clearing System, 14th Floor, Stock Exchange House, 2/4 Customs Street, P.O. Box 3168 Marina, Lagos Nigeria, not less than 48 hours.

4. E-Annual Report

The electronic version of the Annual report is available at https://www.cscs.ng. Shareholders who wish to receive the electronic version of the Annual Report should provide their email addresses to the Company Secretary, Mr. Charles Ojo via e-mail to cojo@cscs.ng.

5. Statutory Audit Committee

The Company’s Audit Committee consists of 2 shareholders and 2 directors. In accordance with S.359 (5) of the Companies and Allied Matters Act, 1990, any member may nominate a shareholder for election 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. The Securities and Exchange Commission in its Code of Corporate Governance for Public Companies require at least one member of the Audit Committee to have basic financial literacy and to be knowledgeable in accounting and financial management. Consequently, a detailed resume disclosing requisite qualification should be submitted with each nomination.

6. Closure of Register of Members

The Register of Members will be closed on Tuesday 12 May 2020 to enable the Registrar prepare for the payment of dividend.

7. Election of Directors

The following directors were appointed to the Board during the course of the year under review. In accordance with the provisions of CSCS Articles of Association, same directors to be presented for the Company’s Shareholders’ approval at the 26th Annual General Meeting are:

i. Mrs Chinelo Anohu (Independent non-Executive Director);

ii. Mr. Ibrahim Dikko (Independent Non-Executive Director); and

iii. Mr. Oluseyi Owoturo FCMR (Non-Executive Director)

8. Re-election of Directors

In accordance with the provisions of the Articles of Association, the Directors due to retire by rotation at the 26th Annual General Meeting and being eligible offering themselves for re-election are:

i. Mr. Uche Ike;

ii. Mr. Eric Idiahi.

9. Profile Details of Directors for Re-election/Approval

The profile details of Directors submitted for approval or re-election are contained in the Company’s Annual Report and on the Company’s website at https://www.cscs.ng

10. Appointment/ Re-appointment of Auditors

In accordance with S. 357 of the Companies and Allied Matters Act, 1990, the Auditors, due to retire by rotation at the 26th Annual General Meeting and being approved by the Company for presentation to the Company’s Shareholders for re-appointment at the 26th Annual General Meeting is KPMG.

11. Website

A copy of this Notice and other information relating to the meeting can be found at https://www.cscs.ng

12. Questions from shareholders

Shareholders and other holders of the Company’s securities reserve the right to ask questions not only at the meeting but also in writing prior to the meeting on any item contained in the Annual Report and Accounts. Please send questions, comments or observations to the Company Secretary, Central Securities Clearing System Plc., 13th Floor, Stock Exchange House, 2/4 Customs Street, P.O. Box 3168 Marina, Lagos Nigeria, or by e-mail to cojo@cscs.ng not later than Wednesday 20 May 2020. Questions and answers will be presented during the Annual General Meeting.

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