VFD Group plc 2023 Annual Reports & Financials 199 NOTES: 1. PROXY Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment of the proxy to be valid, a proxy form must be completed and deposited either at the office of the Company’s Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at [email protected] not later than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the Annual Report and may also be downloaded from the Company’s website at www.vfdgroup.com. 2. LIVE STREAMING OF AGM The AGM will be streamed live online. This will enable shareholders and other stakeholders to follow the proceedings. The link for the AGM online live streaming will be made available on the Company’s website at www.vfdgroup.com. 3. CLOSURE OF REGISTER OF MEMBERS The Register of Members of the Company will be closed from Monday, June 17, 2024 to Friday, June 21, 2024 [both days inclusive] for the purpose of updating the Register. 4. NOMINATION TO THE AUDIT COMMITTEE In accordance with Section 404[6] of the Companies and Allied Matters Act 2020, any shareholder may nominate a Shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least twenty-one [21] days before the Annual General Meeting. The Securities and Exchange Commission’s Code of Corporate Governance for Public Companies and Financial Reporting Council of Nigeria, Audit Regulations, 2020 provides that members of the Audit Committee should have basic financial literacy and be able to read and interpret financial statements. In view of the foregoing, nominations to the Statutory Audit Committee should be supported by the curricula vitae of the nominees. 5. E-DIVIDEND/ BONUS Pursuant to the directive of the Securities and Exchange Commission, members are hereby advised to open bank accounts, stock-broking accounts and CSCS accounts forthe purpose of the payment of E-Dividend/bonus. 6. UNCLAIMED DIVIDENDS All Shareholders are encouraged to complete an E-Dividend Mandate Form to ensure that all outstanding dividends are paid electronically.
A New Dawn 200 www.vfdgroup.com 7. PROFILES OF DIRECTORS FOR RE-ELECTION The Profiles of Directors standing for election or re-election are provided in the Annual Reports. 8. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS Shareholders have a right to ask questions not only at Meetings, but also in writing prior to the Meeting, and such questions must be submitted to the Company Secretary via email to [email protected] not later than two [2] weeks before the date of the Meeting.
A New Dawn 201 www.vfdgroup.com PROXY FORM I/We _____________________________________________________________________________ being a member/ members of VFD GROUP PLC, hereby appoint: ____________________________________________________________________________or failing him, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/ our behalf at the 8th Annual General Meeting of the Company to be held on THURSDAY, JUNE 27, 2024, electronically, at 11:00a.m. and at any adjournment thereof. A member [Shareholder] who is unable to attend an Annual General Meeting is allowed by law to vote by proxy. The above proxy form has been prepared to enable you exercise your right to vote in case you cannot personally attend the meeting. Please sign this proxy form and forward it, so as to reach the registered office of the Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at cxc@africaprudential. com not later than 48 hours before the time fixed for the meeting. If executed by a Corporation, the proxy form must be under its common seal or under the hand of a duly authorized officer or attorney. It is a requirement of the law under the Stamp Duties Act, Cap S8, Laws of the Federation of Nigeria, 2004, that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must be stamped by the Commissioner for Stamp Duties. The Proxy must produce the Admission Card below to gain entrance into the Meeting. RESOLUTIONS FOR AGAINST ABSTAIN ORDINARY BUSINESS 1. To lay before the Members the Audited Financial Statements for the year ended December 31, 2023, together with the Reports of the Directors, Auditors and the Audit Committee. 2.1 To re-elect a retiring Director, Mr. Kelvin Orogun 2.2 To re-elect a retiring Director, Mr. John Okonkwo 3. To re-appoint the firm, PricewaterhouseCoopers (PwC) as the Auditor of the Company, in accordance with Section 401 of the Companies & Allied Matters Act, 2020. 4. To authorize the Directors to fix the remuneration of the Auditors.
VFD Group plc 2023 Annual Reports & Financials 202 RESOLUTIONS FOR AGAINST ABSTAIN 5. To elect/ re-elect members of the Statutory Audit Committee in accordance with Section 404 [3] of the Companies and Allied Matters Act, 2020. 6. To disclose the remuneration of Managers of the Company in line with the provisions of Section 238 of the Companies & Allied Matters Act, 2020. SPECIAL BUSINESS 7.1 To elect/ appoint Ms. Rashida Saleh 7.2 To elect/ appoint Mrs. Nneka Okekearu 8. To consider and if thought fit, pass the following resolution as ordinary resolution: That the remuneration of the Nonexecutive Directors until further notice, be and is hereby fixed at N74,000,000 (Seventy-Four Million Naira) only for the year ending December 31, 2024. Such payments to be effective from January 1, 2024. 9. To consider and if thought fit, pass the following as special resolutions: 9.1 9.1 That in accordance with Section 430 of the Companies and Allied Matters Act 2020 and all other applicable laws and regulations the Directors are hereby authorized to capitalize the sum of N506,739,640.00 (Five Hundred and Six Million, Seven Hundred and Thirty- nine Thousand, Six Hundred and Forty Naira), out of the balance standing to the credit of the share premium of the Company, as at December 31, 2023, and available for distribution, and to appropriate the said capitalised sum to the members holding 253,369,820 (Two Hundred and Fifty-three, Three Hundred and Sixty-nine Thousand, Eight Hundred and Twenty) ordinary shares of 50 Kobo each in the capital of the Company and registered as at the close of business on Friday, June 14, 2023, (Transfer Date), on the condition that the sum appropriated shall not be paid in cash but applied in paying up, in full, at par, on behalf of such holders, 1,013,479,280 (One Billion, Thirteen Million, Four Hundred and Seventy-nine Thousand, Two Hundred and Eighty) ordinary shares of 50 Kobo each (Bonus Shares) which Bonus Shares shall be issued and allotted, credited as fully paid up, in full, at par to those members in the proportion of 4 (four) ordinary shares of 50 Kobo for every 1 (one) ordinary share of 50 Kobo now held by them, as at the Transfer Date, and which Bonus shares shall rank parri passu in all respect with the existing ordinary shares of the Company. 9.2 That the Directors be and are hereby authorized to deal with fractional shares resulting from the issuance of bonus shares, as they deem fit pursuant to the extant laws.
A New Dawn 203 www.vfdgroup.com RESOLUTIONS FOR AGAINST ABSTAIN 10. To consider and if thought fit, pass the following as special resolutions: 10.1 That the shareholders approve that the Company’s Share Capital be and is hereby increased from N126,684,910.00 (One Hundred and Twenty-six Million, Six Hundred and Eighty-four Thousand, Nine Hundred and Ten Naira) divided into 253,369,820 (Two Hundred and Fifty-three, Three Hundred and Sixty-nine Thousand, Eight Hundred and Twenty) Ordinary Shares of N0.50k (Fifty) Kobo each to N633,424,550.00 (Six Hundred and Thirty-three Million, Four Hundred and Twenty-four Thousand, Five Hundred and Fifty Naira) divided into 1,266,849,100 (One Billion, Two Hundred and Sixty-six Million, Eight Hundred and Forty-nine Thousand, One Hundred) Ordinary Shares of N0.50k by the creation of 1,013,479,280 (One Billion, Thirteen Million, Four Hundred and Seventy-nine Thousand, Two Hundred and Eighty) Ordinary Shares of N0.50k each. 10.2 That pursuant to Resolution 10.1, that Clause 6 of the Memorandum of Association of the Company be and is hereby amended to read as follows: “The Share Capital of the Company is N633,424,550.00 (Six Hundred and Thirty-three Million, Four Hundred and Twenty-four Thousand, Five Hundred and Fifty Naira) divided into 1,266,849,100 (One Billion, Two Hundred and Sixty-six Million, Eight Hundred and Forty-nine Thousand, One Hundred) Ordinary Shares of N0.50k each with the rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reduce the capital of the Company into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be provided by the Articles of Association of the Company for the time being. Such rights, privileges or conditions in such manner as may be provided by the Articles of Association of the Company for the time being”. 10.3 That the Directors be and are hereby authorized to enter into any agreements and/or execute any documents, appoint such professional parties perform all such other acts and do all such other things as may be necessary for or incidental to effecting the above resolutions and to approve, sign and/or execute all such documents, agreements and other documents as may be necessary or incidental to the Transaction subject to obtaining the approvals of relevant regulatory authorities, including without limitation, complying with the directives of any regulatory authority.
VFD Group plc 2023 Annual Reports & Financials 204 RESOLUTIONS FOR AGAINST ABSTAIN 11. To consider and if thought fit, pass the following as special resolutions: 11.1 That Directors be and are hereby authorized to raise additional capital of up to N30,000,000,000 (Thirty Billion Naira) through an offer by way of issuance of shares, global depository receipts, commercial papers, loans, convertibles or non-convertibles, medium term notes, bonds, and/ or any other instruments either as a stand alone or by way of a programmes, in such tranches, series or proportions, at such coupon or interest rates, within such maturity periods, and on such terms and conditions; including through book building process or such other processes all of which shall be as determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities; 11.2 The Directors be and are hereby authorized to enter into any agreements and or execute any other documents necessary for and/ or incidental to effecting the resolutions above; and 11.3 The Directors be and are hereby authorized to appoint such professional parties and perform all such other acts and do all such other things as may be necessary for all incidental to effecting the above resolutions, including without limitation, complying with directives of any regulatory authority. 12. To consider and if thought fit, pass the following as special resolutions: 12.1 That Article 12 of the Articles of Association of the Company be and is hereby amended to read as follows: “A notice may be given by the Company to any member either personally, by advertisement or by sending by post to him, or to his registered, or (if he has no registered address within Nigeria) to the address, if any, within Nigeria supplied by him to the Company for the giving of notice to him. When a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing and posting a letter containing the notice and to have been effected at the expiration of 7 days after the letter containing the same is posted. When a notice is by advertisement it shall be inserted in at least two leading national daily newspapers”
A New Dawn 205 www.vfdgroup.com RESOLUTIONS FOR AGAINST ABSTAIN 12.2 That Article 21 of the Articles of Association of the Company be and is hereby amended to read as follows: “The Directors may exercise all the power of the company to borrow money and mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt liability or obligation of the company or of any third party: Provided that the aggregate amount for the time being remaining undischarged of moneys borrowed or secured by the company and all its subsidiaries (other than inter se and apart from temporary loans obtained in the ordinary course of business) shall not, without the previous sanction of the company in general meeting, exceed, the aggregate of the paid up share capital and reserves of the company. For the purpose of the said limit the issue of debentures shall deemed to constitute borrowing notwithstanding that the same day be issued in whole or in part for a consideration other than cash.” Please indicate with an “X” in the appropriate square how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain from voting at his/her discretion. VFD GROUP PLC 8th Annual General Meeting ADMISSION CARD Please admit the Shareholder named on this Card or his duly appointed proxy to the Annual General Meeting of the Company to be held on Thursday, June 27, 2024, electronically, at 11.00a.m. This admission card must be produced by the Shareholder in order to gain entrance into the Annual General Meeting. Name of Shareholder Number of Shares Held Address of Shareholder Signature
VFD Group plc 2023 Annual Reports & Financials 206
A New Dawn 207 www.vfdgroup.com Omolola is a senior consultant with over twenty-one (21) years’ experience in program and project management, operations management, and business development. She has a track record of success in various industries both in the UK and Nigeria. She is presently the President/CEO of The Concierge Solutions Place, a business she founded. Before The Concierge Solutions Place, she worked as an Investment and Treasury Management Consultant for the Nigeria Social Insurance Trust Fund (NSITF) and Consultant/ Workstream Lead at the Nigerian Export Promotion Council (NEPC). She had also worked at KPMG UK, Canary Wharf, Thames Valley Police, Daily Mail Group London, Vodaphone UK and Jigijagaban Medical Mission. Omolola holds a Bachelor of Science (B. Sc.) in Economics and a Master of Science (M. Sc.) in Information Systems and Management. Adegboyega has over thirty-seven years’ experience in the banking, finance, and energy services industry. He worked as a Systems Analyst cum Programmer, Head of Information Technology, Chief Compliance Officer and Head of Business Support Group, covering risk management, financial control, operations and information communication and technology. He is presently the Managing Director/CEO of Ziklag Capital Limited. He is also a Non-Executive Director on the Board of Kakawa Asset Management. He was the Executive Director responsible for financial control, risk management, compliance and legal at FBN Merchant Bank Limited and General Manager of the Business Support Group of Kakawa Discount House Limited. PROFILE OF DIRECTORS FOR APPOINTMENT OMOLOLA BOLUSIRE Independent Non-Executive Director ADEGBOYEGA OLANREWAJU FATOKI Independent Non-Executive Director
VFD Group plc 2023 Annual Reports & Financials 208 Adegboyega holds both a Bachelor of Science (B. Sc.) and a Master of Science (M. Sc.) degrees in Computer Science. He is a Certified Information Systems Auditor and an alumnus of the Senior Management Program (SMP) of the Lagos Business School (LBS). Azubike is the Managing Director, Anchoria Asset Management Limited. He has over 15 years of experience as a financial service specialist across retail and commercial banking. Azubike has worked with Zenith Bank and Maxxon Pro Service Inc. Canada where he worked as an Investment Advisor/Financial Planner. Chuks is currently a Director at Lyca Digitals Ltd. He has over 22 years of experience across Banking and Finance, business operations and development. Chuks has worked with UBA where he was the Group Head, Corporate Banking, First Inland Bank, First Atlantic Bank, and Fidelity Bank. Mobolaji is the Managing Director at Abbey Mortgage Bank. He is an experienced professional with over 16 years of financial service expertise having worked with regional and global leaders in the financial services sector, such as the First Bank of Nigeria Ltd, ASO Savings, United Bank for Africa, KPMG Nigeria and other institutions across Europe and the US. Bolaji possesses extensive working knowledge of the Sub-Saharan Africa Financial Service Sector and business environment. AZUBIKE EMODI Non-Executive Director CHUKS OZIGBO Non-Executive Director MOBOLAJI ADEWUMI Non-Executive Director
A New Dawn 209 www.vfdgroup.com
DATE OF BIRTH꞉ On behalf of Plc/Ltd, we hereby agree jointly and severally keep the company and/or the Registrar or other persons acting on their behalf fully indemnified aganist all action, proceedings, liabilities, claims, losses, damage, costs and expenses in relation to or arising out of your accepting to re‑issue to the rightful owner the shares/stocks, and to pay you on demand, all payments, losses, costs and expenses suffered or incurred by you in consequence thereof or arising therefrom. We/I also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process and deal in any manner whatsoever with my/our personal, biometric and shareholding information set out in this form and/or otherwise provided by me/us or possessed by Afriprud for administration of my/our shareholding and matters related thereto. GENDER꞉
Tax Identification Number (TIN) Previous Address
1. 2. 8. *DATE OF BIRTH I/We hereby declare that the information I have provided is true and correct and that I shall be held personally liable for any of my personal details. I/We also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process and deal in any manner whatsoever with my/our personal, biometric and shareholding information set out in this form and/or otherwise provided by me/us or possessed by Afriprud for administration of my/our shareholding and matters related thereto. SCAN To Download Shareholders’ Forms E‑SHARE PORTAL FORM
I/We hereby declare that the information I have provided is true and correct and that I shall be held personally liable for any of my personal details. I/We also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process and deal in any manner whatsoever with my/our personal, biometric and shareholding information set out in this form and/or otherwise provided by me/us or possessed by Afriprud for administration of my/our shareholding and matters related thereto. SCAN To Download Shareholders’ Forms 21. TAX IDENTIFICATION IDENTIFICATION NUMBER (TIN) 22.
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