Cadbury Nigeria Plc 57th AGM holds on June 15, 2022
The 57th Annual General Meeting of Members of Cadbury Nigeria Plc. will be held in the Learning & Development Centre, Cadbury Nigeria Plc, Lateef Jakande Road, Agidingbi, Ikeja, Lagos on Wednesday, 15th June 2022 at 10:00 am to transact the following business:
The business of the meeting include :
To lay before the meeting, the Audited Financial Statements of the Company for the year ended 31 December 2021, the Report of the Directors, together with the reports of the Auditors and the Audit Committee thereon;
To disclose the remuneration of Managers of the company
To declare a Dividend
To elect/re-elect Directors;
To authorise the Directors to fix the remuneration of the independent Auditors;
To elect members of the Audit Committee;
Special Business:
To consider and if thought fit, pass the following resolution as an Ordinary Resolution of the Company:
“That, subject to the provisions of the Rules of Nigerian Exchange Limited (NGX), namely, The Rules Governing Transactions with Related Parties or Interested Persons, a General Mandate be and is hereby renewed for the Company to enter into recurrent related party transactions for the Company’s day to day operations, including the procurement of goods and services, on normal commercial terms in compliance with the NGX Rules.
That the Directors be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) to give effect to the transactions as authorised by this Ordinary Resolution.
To consider and if thought fit, pass the following resolution as an Ordinary Resolution of the Company:
That, in compliance with the requirements of Section 124 (2) of the Companies & Allied Matters Act 2020 and the Companies Regulations, 2021 and pursuant to Clause 44 (c) of the Company’s Articles of Association, the share capital of the Company be reduced from N2,747,827,802 divided into 573,423,608,730 ordinary shares to N1,878,201,962 divided into 3,756,403,924 ordinary shares by cancelling N869,625,840 amounting to 1,739,251,680 unissued shares of 50 kobo each which have not been taken or agreed to be taken by any person.
That pursuant to the above resolution, Clause 5 of the Memorandum of Association of the Company be amended to reflect the issued share Capital of the Company after the cancellation of the unissued share capital as follows:
The Share Capital of the Company is One Billion, Eight Hundred and Seventy Eight Million, Two Hundred and One Thousand, Nine Hundred and Sixty Two Naira divided into three billion, seven hundred and fifty six million, four hundred and three thousand nine hundred and twenty four shares of Fifty Kobo each, with power to increase the capital and to divide the shares in the capital for the time being into several classes and to attach any preferential, deferred, qualified or special rights, privileges or conditions.
That the Directors be and are hereby authorised to enter into and execute any agreements, deeds, notices or any other documents, and to perform all acts and to do all such other things necessary for or incidental to giving effect to the resolution(s) above, including without limitation, appointing such professional parties, consultants and advisers and complying with the directives of the regulatory authorities.
