Company: Boguch Environmental and Safety Services Nigeria Limited
Date: 2ND of March 2020
Time: 12noon – 7pm
Location: No. 41b Araromi Street, Onike Yaba Lagos.
Present at the meeting were
Mr. Benedict Ogwuche (chairperson)
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 12pm with an opening prayer by Mr. Ronald Oseji and presided over by Mr. Ogwuche Benedict.
APPROVAL OF MINUTES OF THE PREVIOUS AGM: The minutes of the previous AGM held on 22ND of May 2019 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.
The Chairman then moved the following items on the agenda:
RESOLUTION NO.1: To receive and consider the 2019 financial statements.
The Chairman proposed the resolution “THAT the financial statements for the year ended 31 December 2019 together with the Reports of the Directors and the Auditors thereon be received. The resolution was seconded by Shareholder Mrs. Maris Ogwuche.
RESOLUTION NO.2: Final and Special Dividends for 2019 The Chairman proposed that the resolution “To consider the recommendation of the Directors and authorize the payment of a final single-tier dividend of N40.00 for the year ended 31 December 2019.
The Chairman reported that the final dividend subject to the approval of shareholders will be paid on 18th May 2020. The resolution was rejected by shareholders.
RESOLUTION NO.3: Re-appoint Messrs U. agah-agbogboroma & Co as Auditors of the Company for the year 2020 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 2020 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
No discussion or resolutions on any other relevant matters raised by shareholders
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 7pm.
CERTIFIED A TRUE AND CORRECT RECORD OF THE PROCEEDINGS
_______________________________________________ CHAIRMAN
