NOTICE is hereby given that the 39th Annual General Meeting (AGM) of Nigerian Aviation Handling Company Plc (nahco aviance) (“the Company”) will hold at Banquet Hall, Radison Blu Hotel, Ikeja GRA, Lagos, on Thursday, 16th July 2020 at 11:00 a.m. to transact the following business:

ORDINARY BUSINESS

To consider and, if thought fit, transact the following Ordinary Business, which will be proposed as Ordinary Resolutions:

  1. To receive the Audited Financial Statements for the year ended 31st December 2019 together with the Report of the Directors, External Auditors and Audit Committee thereon;
  2. To declare a dividend recommended by the Board of Directors of the Company in respect of the financial year ended 31st December 2019;
  3. To re-elect the Non-Executive Directors, who being eligible now offer themselves for re-election:
    1. Dr Seinde Oladapo Fadeni,
    1. Mr. Taofeeq Oluwatoyin Salman
    1. Mr. Tajudeen Moyosola Shobayo
  4. To authorize the Directors to fix the remuneration of the External Auditors.
  5. To elect members of the Audit Committee.

Proxy

A member of the Company entitled to attend and vote at the Annual General Meeting can appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. In view of the current Covid-19 pandemic, the directives to minimize social contacts by restricting the number of persons at public gatherings and in accordance with the Corporate Affairs Commission’s approval and Guidelines on Holding of Annual General Meetings (AGM) of Public Companies by taking advantage of Section 230 of the Companies and Allied Matters Act (CAMA) using Proxies, all members are hereby advised that attendance for the meeting shall be by PROXY. Shareholders are therefore advised to kindly appoint proxies to represent them at the meeting, as the Company is bound by the directives on the maximum number of people permitted in a social/public gathering.

Consequently, members are required to appoint a proxy of their choice from the list of the proposed proxies to represent them at the meeting:

  1. Mr. Seinde Oladapo Fadeni (Chairman)
  2. Mrs. Olatokunbo Adenike Fagbemi (GMD/CEO)
  3. Sir Sunday Nnamdi Nwosu, KSS
  4. Mrs. Adebisi Oluwayemisi Bakare
  5. Mr. Mathiew Akinlade.

A proxy form is enclosed in the Annual Report. For the instrument of proxy to be valid, it must be completed, duly stamped for the purposes of this meeting, the Company has made arrangements at its cost for the stamping of the duly completed proxy forms which must be deposited at the office of the Registrar, CardinalStone Registrars Limited, 358, Herbert Macaulay way, by St. Dominic Catholic Church, Sabo, Yaba, Lagos or by email to registrars@cardinalstone.com, not less than 48 hours before the time fixed for the meeting.

Dividend

If the dividend recommended by the Directors is approved, dividend will be paid on Thursday, 16th July 2020 to shareholders whose names appear in the Register of Members at the close of business on Tuesday, 30th June 2020.

E-Dividend

Notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of dividend payment in line with the Securities and Exchange Commission (SEC) directives. Detachable application forms for the e-dividend is attached to the Annual Report to enable all shareholders furnish particulars of their bank accounts to the Registrar as soon as possible. The e-dividend form is also available on the website of our Registrar www.cardinalstoneregistars.com.

Closure of Register of Members

The Register of Members and Transfer Books of the Company will be closed from Wednesday 1st July 2020 to Friday 3rdJuly 2020 (both dates inclusive) to enable the Registrar update its records.

Nominations for the Audit Committee

In accordance with section 359(5) of the Companies and Allied Matters Act, (Cap C20, Laws of the Federation of Nigeria, 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. The Securities & Exchange Commission’s Code of Corporate Governance for Public Companies has indicated that members of the Audit Committee should have basic financial literacy and should be able to read financial statements. Therefore, nominations should be accompanied by a copy of the nominee’s curriculum vitae.

Unclaimed Dividend

Shareholders are hereby informed that a number of dividend warrants have been returned to the Registrars as “unclaimed”. Any member affected by this notice is advised to contact the company’s Registrars, CardinalStone Registrars Limited located at 358, Herbert Macaulay Way, Yaba, Lagos Tel: +23417120090, Fax: +234 (1)7100444, info@cardinalstoneregistrars.com. The list of unclaimed dividends can be accessed via the Company’s website:  www.nahcoaviance.com or the Registrar’s website www.cardinalstone.com

Right to Ask Questions

It is the right of shareholders to ask questions not only at the Annual General Meeting but also in writing prior to the meeting. Such questions should be addressed to the Company Secretary and submitted at the registered office of the Company not later than one week before the Annual General Meeting.

Directors’ Profile

The profile of the Directors, including those for re-election, is enclosed in the Annual Report and can be assessed on the Company’s website: www.nahcoaviance.com.ng

Electronic Annual Report

The electronic version of the Annual Report will be available online for viewing and download from the Company’s website: www.nahcoaviance.com.ng  Shareholders who have provided their email addresses to the Registrar will receive the electronic version of the Annual Report via email.

Furthermore, shareholders who are interested in receiving the electronic version of the Annual Report should request for it via email to registrars@cardinalstone.com.

Live Broadcast of Proceedings

Please note that shareholders can observe the proceedings of the 39th Annual General Meeting via https://youtu.be/qWiiigFY7uM

BY ORDER OF THE BOARD

Dated this 28th May, 2020

Bello A. Abdullahi

FRC/2013/NBA/00000002301

Dikko & Mahmoud Solicitors

Company Secretary

Nahco aviance House,

Murtala Mohammed International Airport,

Ikeja – Lagos, Nigeria