NOTICE IS HEREBY GIVEN that the 2nd Annual General Meeting of Access Holdings Plc (‘the Company’) will hold at Balmoral Convention Centre, Federal Palace Hotel, Ahmadu Bello Way, Victoria Island, Lagos on Friday, April 19, 2024 at 10.00 a.m. You will be asked to consider and, if thought fit, pass the resolutions below:
A. ORDINARY BUSINESS/ORDINARY RESOLUTIONS
1. To receive the Company’s Audited Financial Statements for the year ended December 31, 2023, and the Reports of the Directors, Auditor, Board Evaluation Consultants, and Audit Committee thereon.
2. To declare a final dividend.
3. To elect Mr. Aigboje Aig-Imoukhuede as a Non-Executive Director.
4. To re-elect Mr. Olusegun Ogbonnewo as a Non-Executive Director.
5. To re-elect Mrs. Ojinika Olaghere as a Non-Executive Director.
6. To authorize the Directors to fix the remuneration of the Auditor.
7. To disclose the remuneration of the managers of the Company in line with the provisions of the Companies and Allied Matters Act, 2020.
8. To elect/re-elect members of the Audit Committee.
B. SPECIAL BUSINESS/ORDINARY RESOLUTIONS
9. That in compliance with the Rule of the Nigerian Exchange Limited governing transactions with Related Parties or Interested Persons, the Company, and its related entities (“The Group”) be and are hereby granted a General Mandate in respect of all recurrent transactions entered with a related party or interested person provided such transactions are of a revenue or trading nature or are necessary for the Company’s day-to-day operations. This Mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the Company is held.
10. That the Directors’ fees for the financial year ending December 31, 2024, and for succeeding years until reviewed by the Annual General Meeting be and are hereby fixed at N59,345,000.00 (Fifty-Nine Million, Three Hundred and Forty-Five Thousand Naira Only).
11. That the Issued Share Capital of the Company be and is hereby increased from N17,772,612,811.00 (Seventeen Billion, Seven Hundred and Seventy-Two Million, Six Hundred and Twelve Thousand, Eight Hundred and Eleven Naira Only) divided into 35,545,225,622 (Thirty-Five Billion, Five Hundred and Forty-Five Million, Two Hundred and Twenty-Five Thousand, Six Hundred and Twenty-Two) ordinary shares of N0.50 Kobo each) to N26,658,919,216.50 (Twenty-Six Billion, Six Hundred and Fifty-Eight Million, Nine Hundred and Nineteen Thousand, Two Hundred and Sixteen Naira, Fifty Kobo Only) by the creation of 17,772,612,811.00 (Seventeen Billion, Seven Hundred and Seventy-Two Million, Six Hundred and Twelve Thousand, Eight Hundred and Eleven) ordinary shares of N0.50 Kobo each ranking pari-passu with the existing ordinary shares of the Company.
12. That the Board of Directors of the Company be and is hereby authorized to establish a capital raising programme of up to US$1,500,000,000.00 (One Billion, Five Hundred Million, United States Dollars) or its equivalent, through the issuance of ordinary shares, preference shares, Alternative Tier 1, convertible and/or non-convertible notes, bonds or any other instruments, whether by way of a public offering, private placement, rights issue, book building process or any other method or combination of methods, in such tranches, series or proportions and at such dates, coupon or interest rates within such maturity periods and upon such terms and conditions as may be determined by the Board subject to obtaining the requisite regulatory approvals.
13. That the Company be and is hereby authorized to raise capital of up to N365,000,000,000.00 (Three hundred and Sixty-Five Billion Naira) by way of a rights issue on such terms and conditions and on such dates as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities.
14. That any shares not taken by existing shareholders within the period stipulated under the Rights Issue may be offered for sale to other interested shareholders of the Company on such terms and conditions as may be determined by the Directors subject to the approvals of the relevant regulatory authorities.
15. That Clause 6 of the Company’s Memorandum of Association and the Share Capital Article in the Company’s Articles of Association be and are hereby amended to reflect the new share capital of N26,658,919,216.50 (Twenty-Six Billion, Six Hundred and Fifty-Eight Million, Nine Hundred and Nineteen Thousand, Two Hundred and Sixteen Naira, Fifty Kobo Only) by the creation and addition of up 17,772,612,811 (Seventeen Billion, Seven Hundred and Seventy-Two Million, Six Hundred and Twelve Thousand, Eight Hundred and Eleven) ordinary shares of N0.50 Kobo each ranking pari-passu with the existing ordinary shares of the Company bringing the total issued shares of the Company to 53,317,838,433 (Fifty-Three Billion, Three Hundred and Seventeen Million, Eight Hundred and Thirty-Eight Thousand, Four Hundred and Thirty-Three) ordinary shares of N0.50 Kobo each.
16. That the Directors be and are hereby authorized to appoint such professional parties and advisers and perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including without limitation, complying with the directives of any relevant regulatory authority.
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 stead. A proxy need not also be a member. A proxy form is attached to the Notice, and it is valid for the purpose of the meeting. All instruments of proxy should be duly stamped at the Stamp Duties Office and deposited at the office of the Registrars, Coronation Registrars Limited, Plot 09, Amodu Ojikutu Street, Of Saka Tinubu Street, Victoria Island, Lagos or via e-mail at clients@coronationregistrars.com not later than 48 hours prior to the time of the meeting.
In the case of Joint Shareholders, the signature of any one of them will suffice, but the names of all the Joint Shareholders must be stated.
If the shareholder is a company, the proxy form must be under the Common Seal or under the hand of the same officer or attorney duly authorized by the company to act on its behalf.
The Company has decided to stamp at its cost all duly completed and signed proxy forms submitted to the Company Registrars within the stipulated time.
BY ORDER OF THE BOARD
DATED THIS 27TH DAY OF MARCH 2024
SUNDAY EKWOCHI
COMPANY SECRETARY
FRC/2013/NBA/00000005528
NOTES
1. Dividend
If the proposed Final Dividend of N1.80 Kobo (One Naira Eighty Kobo) per every N0.50 Kobo ordinary share is approved, it will be payable on April 19, 2024 to shareholders whose names appear in the Register of Members at the close of business on April 10, 2024 bringing the Total Dividend paid for the 2023 financial year to N2.10 Kobo (Two Naira Ten Kobo) per every N0.50 Kobo ordinary share. Shareholders who have completed the e-dividend mandate forms will receive direct credit of the dividend into their bank accounts on the date of the Annual General Meeting.
2. Live Streaming Link
The live-streaming link for the meeting will be announced in due course.
3. Closure of Register of Members.
The Register of Members and Transfer Books of the Company will be closed on April 11, 2024, to enable the Registrar to prepare for the payment of dividends.
4. Statutory Audit Committee
The Audit Committee consists of 3 shareholders and 2 Directors. In accordance with S.404(6) of the Companies and Allied Matters Act, 2020, 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.
Kindly note that by virtue of the provisions of the Nigerian Code of Corporate Governance, 2018, and the Companies and Allied Matters Act, 2020, all members of the Statutory Audit Committee should be financially literate, and at least one member must be a member of a professional accounting body in Nigeria established by an Act of the National Assembly 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 and relevant authentic academic and professional certificates of the nominees.
5. E-Dividend
Shareholders are kindly requested to update their records and advise the Registrar, Coronation Registrars Limited, of their updated records and relevant bank account details for payment of dividends. Detachable forms in respect of mandate for e-dividend payment, unclaimed dividend/stale warrants, and shareholder’s data updates are attached to the Annual Report for convenience. The forms can also be downloaded from the Company’s website at https://www.theaccesscorporation.com/investor or Coronation Registrars Limited’s website at https://coronation.ng/institutional/about-us/registrars/ The completed forms should be returned to Coronation Registrars Limited, Plot 09, Amodu Ojikutu Street, Of Saka Tinubu Street, Victoria Island, Lagos or to any branch of Access Bank Plc or the Company’s Head Office, Plot 14/15 Prince Alaba Oniru Street, Oniru Estate, Victoria Island, Lagos.
6. E-Annual Report
The electronic version of the Annual report is available at the Company’s website at https://www.theaccesscorporation.com. Shareholders who have provided their email details to the Registrar will receive the electronic version of the Annual Report via email. Additionally, Shareholders who are interested in receiving the electronic version of the Annual Report may request via e-mail to clients@coronationregistrars.com or groupcompanysecretariat@theaccesscorporation.com.
7. Election/Re-election of Directors
The following Directors are being proposed for election/re-election.
1. Mr. Aigboje Aig-Imoukhuede is being proposed for election as a Non-Executive Director.
2. Mr. Olusegun Ogbonnewo is being proposed for re-election as a Non-Executive Director.
3. Mrs. Ojinika Olaghere is being proposed for re-election as a Non-Executive Director.
The appointment of Mr. Aigboje Aig-Imoukhuede has been approved by the Central Bank of Nigeria.
The biographical details of the Directors for election/re-election are contained in the annual report.
8. Website
A copy of this Notice and other information relating to the meeting can be found at https://theaccesscorporation.com/investors.
9. Voting By Interested Persons
In line with the provisions of Rule 20.8 (h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 9 above.
10. 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 Company Secretariat Department, Access Holdings Plc, Plot 14/15, Prince Alaba Oniru Street, Oniru Estate, Victoria Island, Lagos, or by e-mail to groupcompanysecretariat@theaccesscorporation.com not later than April 13, 2024. Questions and answers will be presented at the Annual General Meeting.
