2021 Annual General Meeting
(AGM) ACTION REQUIRED This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other appropriate independent professional adviser. If you have sold or otherwise transferred your Boguch shares, please pass this Notice of AGM together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to whoever now holds the shares.
Dear Shareholder
I have pleasure in enclosing the Notice of the Annual General Meeting (AGM) of Boguch Environmental and Safety Services Nigeria Limited. (the Company) which will be held at, and broadcast from, the Company’s offices at the 41 ARAROMI STREET ONIKE YABA LAGOS on Thursday 11th March 2022 at 2:00pm. The formal Notice of the AGM is set out on this document and an explanation of the business to be considered and voted on at the AGM.
Attendance and voting The AGM is an important event in the Company’s corporate calendar and provides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company.
Due to the ongoing COVID-19 situation, it has once again been necessary to make some changes to how we hold and conduct the AGM this year. For the second time we will be holding a hybrid meeting, which means that shareholders will this year have the opportunity to attend, ask questions and vote on the proposed resolutions at the AGM electronically. In light of the ongoing COVID-19 pandemic and the Nigerian government’s current guidance, which includes restrictions on public gatherings, the Board has concluded that it will unfortunately not be possible to allow shareholders to attend in person on the day. Shareholders are recommended to make use of the electronic facilities on offer to participate in the meeting remotely. In order to protect the health and well-being of our shareholders, Directors, employees and other key stakeholders, it is intended that the only people present at the physical meeting will be those required to form a quorate meeting and transact the formal business of the meeting.
We regret that this course of action is required again this year but are committed to holding an AGM in person next year, assuming that the restrictions have eased by then. Your vote remains important to us and, in light of the above, we strongly encourage you to consider ensuring your vote is counted by submission of the proxy form online or by post. We would also advise you appoint me, the Chair of the meeting, as your proxy to ensure your vote is counted if for some reason you or your proxy are not able to attend virtually. Please complete and submit your form of proxy online or complete the paper proxy that accompanies this Notice and return it to the Company’s Registrar.
All proxy forms must be received by no later than 2:00pm on Monday 8th March 2022. Information about how to appoint a proxy has been sent to you electronically. Voting by proxy ahead of the meeting will not prevent you from attending and voting electronically. Shareholders and their duly appointed representatives and/or proxies are invited to participate remotely via our zoom link sent to you, which you can access by logging on to the provided link.
The Company strongly encourages shareholders to submit any questions they would like to have answered at the AGM by emailing them to chairman@boguch.com in advance, so as to be received no later than 12 noon on Monday 8th March 2022.
While we do not anticipate any changes to the arrangements set out above, given the constantly evolving nature of the situation we will continue to monitor the current restrictions and the latest available public health guidance, and will provide any updates in relation to our AGM on our website at boguch.com/agm
Dividend Due to the significant impact and ongoing uncertainty caused by the COVID-19 pandemic, the Board took the decision to suspend dividend payments during 2020. I am sorry that our financial performance in 2020 has not allowed us to resume dividend
The Board unanimously recommends that you vote in favour of the resolutions to be put to the meeting, as members of the Board intend to do in respect of their own beneficial shareholdings. All resolutions will be put to a poll and the voting results will be published via a Regulatory Information Service announcement and publication on the Company’s website as soon as possible following the AGM. Thank you, on behalf of the Board, for your continued support of Boguch Environmental. If you have any questions, please do not hesitate to contact me by email at chairman@boguch.com.
Yours faithfully
OGWUCHE Benedict
Chairman
27 February 2022
Boguch Environmental and Safety Services Nig Ltd
+2348035160064
info@boguch.com
MINUTES OF THE 2021 ANNUAL GENERAL MEETING
Company: Boguch Environmental and Safety Services Nigeria Limited
Date: 10TH of March 2022
Time: 2:00pm
Location: Virtual
Due to current guidance by the Nigerian government in respect of COVID-19 and our commitment to our shareholders’ and employees’ safety, we have unfortunately concluded that shareholders will not be permitted to attend the physical location for the AGM in person. The Board strongly recommends that shareholders instead make use of the electronic facilities on offer to allow full participation remotely.
Shareholders will be able to submit their voting instructions both in advance and on the day. Further information on meeting arrangements is contained in Appendix 3. While we do not expect the arrangements for the AGM to change, the measures being taken by the Nigerian government to help contain the spread of COVID-19 are subject to change and we therefore recommend that shareholders check the Company’s website www.boguch.com/agm in advance of the meeting where any updates will be provided
Present at the meeting were
Mr. Benedict Ogwuche (chairman)
Mrs. Maris Ogwuche
Mr. Ronald O. Oseji
CONFIRMATION OF QUORUM
The Chairman informed the shareholders that this year meeting was done virtually due to national and international health situations and restrictions.
The Company Secretary confirmed the presence of the requisite quorum in accordance with article 6.2 of the Company’s Memorandum of Incorporation (MoI), the quorum requirements for the AGM have been met. With at least two members entitled to vote present in person or represented either by proxy or letter of representation, and in terms of the Companies Act 2008, at least 25% of shares in issue represented, the meeting was therefore quorate and duly constituted. The meeting commenced at 2pm with an opening prayer by Mrs. Maris Ogwuche and presided over by Mr. Ogwuche Benedict.
APPROVAL OF MINUTES OF THE PREVIOUS AGM: The minutes of the previous AGM held on March 10th 2021 were presented and approved by the shareholders without amendment.
NOTICE OF MEETING: The Chairman proposed that the Notice given convening the meeting, be taken as read. The Chairman announced that in accordance with Paragraph 8.2 of the Boguch Constitution, all resolutions tabled today will be voted on by poll electronically. Dato’ Chairman further announced that Boardroom Share Registrars has been appointed to handle the e-polling with as the independent scrutineer.
Boardroom Share Registrars was invited to give a slide presentation on the e-polling process.
REPORT AND FINANCIAL STATEMENT. The audited Financial Statements of the Company for the year ended 31 December 2021. The Strategic Report and the reports of the Directors and auditors was read and adopted by all shareholders.
RE-APPOINTMENT OF AUDITORS: Re-appoint Messrs U. agah-agbogboroma & Co as Auditors of the Company for the year 2022 and authorize the Directors to fix their remuneration. The Chairman proposed the resolution U. agah-agbogboroma & Co be re-appointed as auditors of the Company for the year 2021 and the Directors be authorized to fix their remuneration.” The resolution was seconded by Shareholder Mr. Ronald O. Oseji.
RE-ELECTION OF DIRECTORS:
The following directors were nominated for re-election: JOHN ADOYI
A resolution was proposed to re-elect the nominated director.
Resolution Passed: Zero votes in favor, three votes against.
DIVIDEND DECLARATION:
The Board of Directors proposed that no dividend be paid to shareholders due to loss in sales. Resolution Passed: three votes in favor, zero votes against.
OTHER BUSINESS: None
CLOSING As there was no further business to be discussed, the Chairperson thanked the shareholders and attendees for their attendance and their interest in the affairs of the Company. The Chairperson formally closed the meeting at 6pm.
CERTIFIED A TRUE AND CORRECT RECORD OF THE PROCEEDINGS
_______________________________________________ CHAIRMAN
