NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 23rd Annual General Meeting of CUSTODIAN AND ALLIED PLC will hold at The Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos on Tuesday, April 24, 2018 at 10a.m. to transact the following:
- To receive the Audited Financial Statements for the year ended December 31, 2017 and the Report of the Directors, Auditor’s Report and the Audit Committee Report thereon.
- To declare a Dividend.
- To re-elect the following Directors retiring by rotation:
- Mr. Richard Asabia
- Mr. Ravi Sharma
- To authorise the Directors to fix the remuneration of the Auditors.
- To elect members of the Audit Committee in accordance with Section 359  of the Companies and Allied Matters Act, CAP C20, 2004.
- To fix the remuneration of Directors.
To consider and if thought fit, pass the following as Special Resolutions:
- That subject to the approval of the Corporate Affairs Commission (CAC) under Section 31(3) of Companies and Allied Matters Act, LFN, 2004, the name of the Company be changed from “Custodian and Allied Plc” to “Custodian Investment Plc”or any other name as may be approved by CAC without making any further reference to members for their approval.
- That consequent to the change of the Company’s name, the name “Custodian and Allied Plc” wherever it appears in the Memorandum and Articles of Association of the Company be substituted with the name “Custodian Investment Plc”.
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.
All instruments of proxy duly stamped by the Commissioner of Stamp Duties in accordance with the Stamp Duties Act should be deposited with the Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Sabo, Yaba, Lagos, not later than 48 hours before the time for holding the meeting. A Corporate body being member of the Company is required to execute a proxy under seal.
If approved, dividend will be payable on Tuesday, April 24, 2018, at the rate of 32kobo per every 50kobo ordinary share, to shareholders whose names appear in the Register of Members at the close of business on Wednesday, April 11, 2018 (bringing total Dividend paid for 2017 financial year to 42kobo), subject to deduction of appropriate withholding tax. Shareholders who have completed the e-Dividend Mandate Forms will receive a direct credit of the dividend into their bank accounts on the day of the Annual General Meeting (Tuesday, April 24, 2018).
Shareholders are kindly requested to update their records and advise Meristem Registrars and Probate Services Limited of their updated records and relevant bank accounts for the payment of their dividends. A detachable form in respect of mandate for e-dividend payment is attached to the Annual Report for convenience. The aforementioned form can also be downloaded from the Company’s website at www.custodianplc.com.ng or from Meristem Registrars and Probate Services Limited’s website www.meristemregistrars.com.
The duly completed forms should be returned to Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Yaba, Lagos.
Unclaimed Dividend Warrants
Shareholders are hereby informed that some dividend warrants have remained unclaimed or are yet to be presented for payment. Affected shareholders are advised to contact the Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Sabo, Yaba, Lagos.
Closure of Register of Members
Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Thursday, April 12, 2018 to Tuesday, April 17, 2018 [both dates inclusive].
Biographical Details of Directors for Re-election
Biographical details of Directors standing for re-election are provided in the Annual Report.
A copy of this Notice and other information relating to the meeting can be found on the Company’s website www.custodianplc.com.ng.
Rights of Securities’ Holders to ask Questions
Securities’ Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting and such questions must be submitted to the Company at 16A, Commercial Avenue, Sabo, Lagos on or before April 17, 2018.
In accordance with Section 359 of the Companies and Allied Matters Act, CAP C20 2004 any member may nominate a shareholder 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.
By order of the Board
Custodian Trustees Limited
Dated this March 8, 2018