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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 25th Annual General Meeting of CUSTODIAN INVESTMENT PLC (the Company) earlier scheduled for Wednesday, April 15, 2020 has been postponed to Thursday, April 30, 2020 due to COVID-19 Pandemic, and will hold at The Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos at 12noon, to transact the following:

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended December 31, 2019 and the Report of the Directors, Auditor’s Report and the Audit Committee Report thereon.
2. To declare a Dividend.
3. To re-elect the following Directors retiring by rotation:

    I. Dr. (Mrs.) Omobola Johnson
    II. Mr. Richard Asabia
4. To consider and if thought fit, pass the following resolutions which shall be proposed as ordinary resolution:
    a. Following the completion of the tenure of the External Auditors [Ernst & Young] in line with the Company’s governance policy, the Directors are hereby authorised to appoint a new External Audit Firm.
    b. To authorise the Directors to fix the remuneration of the Auditors.
5. To elect members of the Audit Committee in accordance with Section 359[4] [5] of the Companies and Allied Matters Act, CAP C20, 2004.

NOTE:
Compliance with Government Directives on COVID-19 and Related Guidelines

In line with the guidelines of the Corporate Affairs Commission on the conduct of Annual General Meetings (AGM) of Public Companies by Proxies, and the need to comply with the directives and regulations of the Federal Government of Nigeria, Lagos State Government, the Nigerian Centre for Disease Control (NCDC) on safety and health measures against COVID-19 pandemic, the gathering of more than 25 people has been prohibited. The number of people to attend the AGM, will be as approved by Lagos State Government for social/public gatherings as at the day of the meeting.

Proxy

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 should be deposited with the Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Sabo, Yaba Lagos or via info@meristemregistrars.com, not later than 48 hours before the time for holding the meeting. A blank proxy form is attached to the Annual Report and Accounts and may also be downloaded from the Company’s website at (www.custodianplc.com.ng).

Attendance by Proxy

In line with CAC’s Guidelines, attendance at the AGM shall be by proxy only. Shareholders are required to appoint a proxy of their choice from the list of nominated proxies below:
1. Dr. (Mrs.) Omobola Johnson
2. Mr. Wole Oshin
3. Mr. Adeyinka Jafojo

Stamping of Proxy Forms

The Company has made arrangements for the stamping of duly completed and signed proxy forms at its cost, to be submitted to the Company’s Registrars within the stipulated time.

Dividend Payment

If the dividend recommended by Directors is approved by Shareholders at the AGM, dividend will be payable on Thursday, April 30, 2020 at the rate of 35kobo per every 50kobo ordinary share (bringing the total Dividend paid for 2019 financial year to 45kobo), subject to deductions of the appropriate withholding tax. Given the previous notice by the Company, to Shareholders and the investing public on the closing period for the purpose of dividend payment, the dividend approved at the AGM will be paid to Shareholders whose names appear in the Register of Members at the close of business on Thursday, April 2, 2020. Shareholders who have completed the e-Dividend Mandate Forms will receive direct credit of the dividend into their bank accounts on the day of the Annual General Meeting (Thursday, April 30, 2020).

E-Dividend Mandate

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 the 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.

Duly completed forms should be returned to Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Yaba, Lagos or via info@meristemregistrars.com.

Closure of Register of Members

As previously notified by the Company to Shareholders and the investing public, the Register of Members and Transfer Books of the Company was closed from Friday, April 3, 2020 to Thursday, April 9, 2020 [both dates inclusive]

Biographical Details of Directors for Re-election

Biographical details of Directors standing for re-election are provided in the Annual Report.

Website

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 should be submitted to the Company via services@custodiantrustees.com on or before Thursday, April 23, 2020.

Audit Committee

In accordance with Section 359[5] 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. Such notice of nomination should be sent via email to services@custodiantrustees.com for the attention of the Company Secretary.

By order of the Board

ADEYINKA JAFOJO
FRC/2013/NBA/00000002403
Custodian Trustees Limited
Company Secretary

Dated this April 7, 2020
Custodian Investment Plc
Custodian House
16A, Commercial Avenue,
Sabo, Lagos.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 26th Annual General Meeting of CUSTODIAN INVESTMENT PLC (the Company), will hold at The Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos on Thursday, April 22, 2021 at 10.00a.m to transact the following:

ORDINARY BUSINESS
  1. To lay before the members the Audited Financial Statements for the year ended December 31, 2020 and the Report of the Directors, Auditor’s Report and the Audit Committee Report thereon.
  2. To declare a Dividend.
  3. To re-elect the following Directors retiring by rotation:
    1. Mr. Ravi Sharma
    2. Mr. Olakunle Ade-Ojo
  4. To approve the appointment of Mrs. Mimi Ade-Odiachi.
  5. To approve the appointment of the Company’s External Auditors.
  6. To authorise the Directors to fix the remuneration of the External Auditors for the 2021, financial year.
  7. To elect members of the Statutory Audit Committee in accordance with Section 404(6) of the Companies and Allied Matters Act, 2020.

  8. To disclose the remuneration of Managers in the employment of the Company.

  9. Special Business

  10. To fix the remuneration of Directors.

  11. To consider and if thought fit, pass the following as Ordinary Resolution
  12. That the Board of Directors of the Company be and is hereby authorised to:
    1. raise the Naira equivalent of up to $15,000,000.00 (Fifteen Million US Dollars), as additional capital through a convertible loan instrument.
    2. convert the Loan in the Naira equivalent of up to $15,000,000.00 (Fifteen Million US Dollars) into shares in the Company (the “Conversion Shares”) at a conversion price, being the higher of N6 per share or the 12-month historical average daily share price of the Company derived from the Daily Official List of The Nigerian Stock Exchange (for the period ending on March 23, 2021), subject to adjustment upon the occurrence of certain adjustment events;
    3. allot the Converted Shares to the Lender upon the exercise by the Lender of its right to convert the Loan into shares in the Company, subject to applicable law; and
    4. take steps necessary or reasonably desirable to give effect to the foregoing resolutions and for effecting any transactions pursuant thereto, including the appointment of professional advisers, and the obtention of relevant regulatory approvals.
NOTE:
Compliance with the Covid-19 Health Protection Regulations 2021 and other Related Directives/Guidelines on Covid-19

In line with the guidelines of the Corporate Affairs Commission (CAC) on the conduct of Annual General Meetings (AGM) of Public Companies by Proxies, and the need to comply with the directives and regulations of the Federal Government of Nigeria, Lagos State Government, the Nigerian Centre for Disease Control (NCDC) on safety and health measures aimed at curbing COVID-19 pandemic, the gathering of more than 50 people has been prohibited. The number of people to attend the AGM, will be in line with approved guidelines and directives noted above.

Proxy

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/her. A proxy need not be a member of the Company. All instruments for the appointment of a proxy should be deposited with the Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Sabo, Yaba, Lagos or via info@meristemregistrars.com,, not later than 48hours before the time for holding the meeting. A blank proxy form is attached to the Annual Report and Accounts and may also be downloaded from the Company’s website at (www.custodianplc.com.ng).

Attendance by Proxy

In line with CAC’s Guidelines, attendance at the AGM shall be by proxy only. Shareholders are required to appoint a proxy of their choice
from the list of nominated proxies below:

  1. Dr. (Mrs.) Omobola Johnson
  2. Mr. Wole Oshin
  3. Mr. Adeyinka Jafojo
  4. Mr. Matthew Akinlade
  5. Sir. Sunny Nwosu
  6. Mr. Nornah Awoh
  7. Mr. Adebayo Adeleke

Stamping of Proxy Forms

The Company has made arrangements for the stamping of duly completed and signed proxy forms at its cost, to be submitted to the Company’s Registrars within the stipulated time.

Dividend Payment

If approved, dividend will be payable on Thursday, April 22, 2021, at the rate of 45kobo per every 50kobo ordinary share, to shareholders whose names appear in the Register of Members at the close of business on Friday, April 9, 2021 (bringing total Dividend paid for 2020 financial year to 55 kobo), 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 (April 22, 2021).

E-Dividend Mandate

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 at www.meristemregistrars.com.

. The duly completed forms should be returned to Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Yaba, Lagos or via the Company’s website;www.meristemregistrars.com.

Unclaimed Dividend Warrants and Share Certificates

Shareholders are hereby informed that a number of share certificates and dividend warrants which were returned to the Registrars as unclaimed are still in the custody of the Registrars. Any shareholder affected by this notice is advised to contact the Company’s Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Yaba, Lagos or via the Company’s website;www.meristemregistrars.com.

Closure of Register of Members

Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Monday, April 12, 2021 to Friday, April 16, 2021 [both dates inclusive].

Biographical Details of Directors for Election and Re-election

Biographical details of Directors standing for election and re-election are provided in the Annual Report.

Website

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 20, 2021.

E-Annual Report Published on the Website

An electronic version of the Annual Report is available on the Company’s website at (www.custodianplc.com.ng) and will be sent to our Shareholders who have provided their email addresses to the Registrar. Shareholders who are interested in receiving the soft copy of the 2020 Annual Report should request via info@meristemregistrars.com

Online Streaming of AGM

The AGM will be streamed live online. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The link for the AGM online live streaming will be made available on the Company’s website at (www.custodianplc.com.ng).

Audit Committee

In accordance with Section 359[5] 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. Such notice of nomination should be sent via email to services@custodiantrustees.com for the attention of the Company Secretary.

Nomination to the Audit Committee

Pursuant to Section 404 [6] of the Companies and Allied Matters Act, 2020 (CAMA), any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination. Such notice shall reach the Company Secretary at least 21days before the Annual General Meeting. Section 404 (5) of the CAMA has mandated that all members must be financially literate and at least one member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. We therefore request that nominations be accompanied by a copy of the nominee’s curriculum vitae.

By order of the Board

ADEYINKA JAFOJO
FRC/2013/NBA/00000002403
Custodian Trustees Limited
Company Secretary

Dated this February 26, 2021
Custodian Investment Plc
Custodian House
16A, Commercial Avenue,
Sabo, Lagos.