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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.