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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 24th Annual General Meeting of CUSTODIAN INVESTMENT PLC will hold at The Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos on Wednesday, April 24, 2019 at 10a.m. to transact the following:

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended December 31, 2018 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. Mr. Ibrahim Dikko
II. Mr. Olakunle Ade-Ojo
4. 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.

SPECIAL BUSINESS

6. To fix the remuneration of Directors.

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 duly stamped by the Commissioner of Stamp Duties in accordance with the Stamp Duties Act should be deposited with the Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Sabo, Yaba, Lagos, not later than 48 hours before the time for holding the meeting. A Corporate body being member of the Company is required to execute a proxy under seal.

Dividend Payment

If approved, dividend will be payable on Wednesday, April 24, 2019, at the rate of 35kobo per every 50kobo ordinary share, to shareholders whose names appear in the Register of Members at the close of business on Thursday, April 11, 2019 (bringing total Dividend paid for 2018 financial year to 45kobo), 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 (Wednesday, April 24, 2019).

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 www.meristemregistrars.com.

The duly completed forms should be returned to Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Yaba, Lagos.

Unclaimed Dividend Warrants

Shareholders are hereby informed that some dividend warrants have remained unclaimed or are yet to be presented for payment. Affected shareholders are advised to contact the Registrars, Meristem Registrars and Probate Services Limited at 213, Herbert Macaulay Way, Sabo, Yaba, Lagos.

Closure of Register of Members

Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Friday, April 12, 2019 to Wednesday, April 17, 2019 [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 must be submitted to the Company at 16A, Commercial Avenue, Sabo, Lagos on or before April 17, 2019.

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.

By order of the Board

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

Dated this March 21, 2019