Tripple Gee & Company Plc’s online AGM was highly successful with full participation by shareholders from all across the country.
It was done via the Zoom link https://us06web.zoom.us/j/83309679042
ORDINARY BUSINESS
1) To lay before the members in general meeting the Audited Financial Statements for the Year Ended 31st March 2024 together with the Reports of the Directors, the Statutory Audit Committee and the Independent Auditors thereon.
2) To consider as recommended by the Directors and if thought fit, pass the following resolutions:
a) That the sum of N247,476,600 (Two Hundred and forty –seven million, four hundred and seventy-six thousand, six hundred Naira) of the reserves of the Company be capitalized by the issuance of 494,953,200 (Four Hundred and Ninety-Four Million, Nine Hundred and Fifty-Three Thousand, Two Hundred) ordinary shares of 50 kobo each to the members of the Company whose names appear on the register of members of the Company as at close of business on Friday 4th day of October, 2024 in the ratio of One (1) new share for every one (1) existing share held by each of theShareholders.
b) That pursuant to the foregoing capitalization resolution passed today Friday, 25th day of October 2024, the new ordinary shares be allotted and credited as fully paid to the members of the Company as at the close of business on Friday 4th day of October, 2024 in the ratio of one(1) new share for every one (1) existing share held by them respectively and that the names of the respective allottees be entered in the register of members in respect of those shares.
3) To re-elect the following Directors retiring by rotation:
i)AlhajiAdewale Sonaike
ii) Alhaji Ali S. Madugu, mni
4) To consider and if thought fit pass the following resolutions:
a) That Messrs Tope Kuyoro & Co. (Chartered Accountants) who were appointed by the Directors as the Company’s Independent Auditors to fill a casual vacancy caused by the retirement of Messrs Olusola Olojede(Chartered Accountants) be re-appointed by members as the substantive Independent Auditors of the Company.
b) That pursuant to the re-appointment of the Independent Auditors of the Company, Messrs Tope Kuyoro & Co. (Chartered Accountants), the Directors be authorized to fix their remuneration.
5) To disclose the remuneration of the Managers of theCompany.
6) To elect members of the Statutory Audit Committee
SPECIAL BUSINESS BY ORDINARY RESOLUTION
7) To approve the remuneration of the Directors
8) To pass a resolution in compliance with Section 124 of CAMA 2O20 and Regulation 13 of the Companies Regulation 2021: “That the Shareholders hereby authorize and approve the cancellation of 10,093,600 (Ten Million, Ninety-Three Thousand, Six Hundred) unissued ordinary shares of 50k each which comprise the total unissued shares left in the share capital of the Company.”
9) That for the purpose of implementing the cancellation of the Company’s unissued shares, the Board of Directors is hereby authorized to execute all relevant documents, take all such lawful steps as may be necessary, consequential, or incidental for the purpose of giving effect to the afore stated resolution.
10) That all acts carried out by the Board of Directors in connection with the above resolutions be, and are hereby ratified.
NOTES:
VIRTUAL ANNUAL GENERAL MEETING.
Further to the signing into law of the Business Facilitation (Miscellaneous Provision) Act which allows Companies to hold meetings electronically, the 34th AGM would be held virtually. The virtual meeting link for the 34th AGM is: https://forms.office.com/r/sY5wnjjxs3. This will be sent to all shareholders electronically and will also be available on the Company’s website www.tripplegee.com. Accreditation of shareholders for the AGM shall begin from the 20th October 2024 till the commencement of the meeting. A voting guide is displayed in the Annual Report to facilitate voting at the AGM.
LIVE STREAMING OF THE 34th AGM:
The 34th Annual General Meeting will be streamed live online. This will enable Shareholders and other Stakeholders who are unable to join the meeting electronically to follow the proceedings. The link to the live stream will be made available by the Registrars and on the Company’s website: www.tripplegee.com.
PROXY:
A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. Duly executed form of proxy should be completed and deposited at the Registrars’ Office: GTL Registrars & Data Solutions Ltd, 274 Murtala Mohammed Way, Alagomeji, Ebute-Metta, Lagos, PMB 12717, Lagos or via e-mail: proxy@gtlregistrars.com not less than 48 hours before the time of holding the meeting. A detachable Proxy Form is enclosed herewith and if it is to be valid for the purpose of the meeting,the proxy form should be duly stamped and signed and if issued by a Company, it should be under its common seal.
NOMINATIONS FOR THE AUDIT COMMITTEE:
The Audit Committee of the Company comprises three (3) shareholders and two (2) Directors in compliance with Section 404 (3) of the Companies and Allied Matters Act 2020. Any Shareholder may nominate another shareholder for election as a member of the statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the date of the Annual General Meeting. Section 404(5) of the Companies and Allied Matters Act 2020 also provides that all members of the Audit Committee shall be financially literate and that at least one member shall be a member of a professional Accounting body in Nigeria established by an Act of the National Assembly. The Code of Corporate Governance issued by the Financial Reporting Council of Nigeria also provides that members of the Statutory Audit Committee should be financially literate and able to read and interpret financial statements.
E-DIVIDEND REGISTRATION
Shareholders with dividend warrants and share certificates that have remained unclaimed or are yet to be presented for payment or returned for validation are advised to complete the e-dividend registration or contact the Registrar.
CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOK
Notice is hereby given that Register of Members and Transfer Book of the Company will be closed from Monday 7th October 2024 to Friday 11th October 2024 (both dates inclusive).
RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
Shareholders of the Company have the right and are encouraged to ask questions not only at the meeting but also in writing prior to the meeting provided such questions are submitted to the Company via the Company Secretary on or before the close of business on Thursday 24th October 2024.
ELECTRONIC ANNUAL REPORT
The electronic copy of the Annual Report for the Year Ended 31st March 2024 is accessible on www.tripplegee.com and also circulated to shareholders who have provided their e-mail addresses to the Registrar. The Reports are also dispatched to shareholders via their addresses on the shareholders Register. Shareholders who are interested in receiving electronic copies of the Annual Report by e-mail should request via info@gtlregistrars.com.
PROFILES OF DIRECTORS RETIRING BY ROTATION AND STANDING FOR RE-ELECTION
The profiles of the two (2) Directors retiring by rotation and who being eligible offer themselves for re-election at the Annual General Meeting, are in the Annual Report for the meeting
Dated this 26th day of September, 2024 BY ORDER OF THE BOARD
