Unilever Nigeria PLC (RC 113)
1 Billings Way, Oregon
PO Box 1063, Ikeja Lagos
Tel: +234 (1) 279 3000 & +234 803 906 6000 www.unilevernigeria.com
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ninety-seventh (97th) annual general meeting of Unilever Nigeria Plc. will take place at the Grand Banquet Hall, Civic Center, Victoria Island, Lagos Thursday, May 5, 2022 at 10:00 a.m. for the following purposes:
1. Present to the members the report of the directors, the report of the general manager, the summary of the sustainable development report, the audited financial statements for the year ended 31 December 2021 as well as the reports of the audit committee and the independent auditors above.
2. To declare a dividend
3. To elect or re-elect the Directors, namely:
To elect Ms. Folake Ogundipe, being a director elected since the last annual general meeting
Re-elect the following directors retiring by rotation Mr. Mutiu Sunmonu
Ms Abiola Alabi
His Majesty Nnaemeka A Achebe, although he is over 70 years old. Special notice of his age has been given to the company pursuant to section 282 of the Companies and Related Matters Act 2020
4. Disclose Unilever Nigeria Plc executive compensation.
5. Authorize the Directors to set the compensation of the Statutory Auditors
6. Elect the members of the audit committee.
Special cases: by ordinary resolution
Consider and, if deemed fit, pass the following as an ordinary resolution:
“That the remuneration of No-The Executive Directors of Unilever Nigeria Plc for the year ending 31st December 2022, and until further notice, will be and are hereby fixed at 62 million Naira (sixty-two million Naira only) only at as attendance fees. In addition, meeting allowances will be paid at agreed standard rates for each meeting they attend and the President will be entitled to a vehicle allowance of N12 million. gross per year”
*Note that this represents no change in the remuneration of non-executive directors of Unilever Nigeria Plc compared to the previous year.
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Directors: His Majesty Nnaemeka A. Achebe, CFR, mni, Obi of Onitsha (Chairman), Carl Cruz (Chief Executive Officer) –(Filipino), Jaime Aguilera (Spanish), Abiola Alabi (Ms.), Ammuna Lawan Ali OON, Felix Enwemadu, Michael Ikpoki, Chika Nwobi, Folake Ogundipe, Mutiu Sunmonu CON
8. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Corporation:
“That in accordance with Rule 20.8 of the Nigerian Stock Exchange Regulations 2015:
Rule of issuers, a general mandate is and is given authorizing the Company, during the 2022 financial year and until the date of the next Annual General Meeting, to procure goods, services and financing and to enter into incidental operations necessary for his day. day-to-day transactions of its related parties or interested persons oncommercial conditions in accordance with Transfer Pricing Policy. All transactions in this category that have been concluded before in 2022 before the date of this meeting are hereby ratified.”
9. Consider and, if deemed fit, pass the following resolutions attached as an ordinary resolution:
a) “That, in accordance with article 124 of the Companies and Related Business Code Act No. 3 of 2020 (as amended) and Regulation 13 of the Companies Regulation 2021, the shareholders hereby authorize and approve the cancellation of four billion two hundred fifty-four million nine hundred ninety-four thousand five one hundred eighty-three (4,254,994,583) unissued ordinary shares of 50 kobo each which comprise the total number of unissued shares in the share capital of the Company
b) That for the purpose of implementing the termination of unissued shares, the board is hereby authorized to execute all relevant documents, to take all legal actions which may be required by law and/or regulations and to do any other act or thing which may be necessary, additional , consequential or incidental to the purposes of giving effect to this resolution, including, but not limited to, engaging professional advisers and complying with any guidelines that any agency or regulatory body may see fit to impose or ‘approve.
(c) That all acts hitherto done by the Council of the Society in connection with the foregoing, be and are hereby ratified.
Special cases: by special resolution
10. Consider and, if deemed fit, pass the following special resolution:
Modification of the memorandum and articles of association
That all references to authorized share capital in the Memorandum and Articles of Association be replaced with issued share capital and that paragraph 4 of the Memorandum of the Company and Regulation 4 of the Articles be amended to read as following :
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“The share capital of the Company is Two Billion Eight Hundred Seventy Two Million Five Hundred Two Thousand Seven Hundred Eight Fifty Naira Kobo (N2,872,502,708.50) divided into Five Billion Seven Hundred Forty Five Million Five Thousand Four Hundred Seventeen ( 5,745,005,417) ordinary shares of 50 Kobo each:“
Given the COVID-19 pandemic, attendance at the AGM will be by proxy only. A member of the Company entitled to attend and vote is advised to choose from among the proxies proposed below to attend and vote in his place:
• His Majesty NA Achebe
• Mr Mutiu Sunmonu
• Mr. Michael Ikpoki
• Mr. Felix Enwemadu
• Mr Sunny Nwosu
• Dr Anthony Omojola
• Mr. Boniface Okezie
• Chief Matthew Akinlade
• Chief Timothy Adesiyan
• Mr. Gbenga Idowu
• Ms Adebisi Bakare
• Mr. Nornah Awoh
• Mr. Bright Nwabuogwu
• Mr. Patrick Ajidua
• Ms Samiat Adebanke Odunuga
• Mrs Ganiat Adetutu Siyanbola
• Mr Gafar Erinfolami
• Alhaja Sarata Balogun
• Ms EO Obideyi
• Mr Samson Olagoke
A detachable form of proxy is attached and if it is to be valid for the purposes of the meeting, it must be completed and filed with the office of the registrars, Greenwich Registrars and Data Solutions Ltd. 274, Murtala Muhammed Way, Alagomeji, Yaba, Lagos PMB 12717, Lagos or by e-mail: [email protected] no later than forty-eight (48) hours before the meeting time. NOTE: All Powers of Attorney must be in the name of the Company costs.
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BSA Dividends and Closing of the Register
The Board of Directors has recommended the payment of a dividend which, if approved, is payable less withholding tax. Dividends will be paid on Friday May 6, 2022 to shareholders who are registered in the company register of Members at the close of business on Thursday April 14, 2022 NOTICE is therefore given that the Register of Members and the Transfer Books of the Company will be closed from Tuesday April 19, 2022 until Monday April 25, 2022 (both dates inclusive) to allow the preparation for the payment of the dividend.
Appointments to the audit committee
The audit committee is composed of three (3) shareholders and two (2) non-executive directors. Pursuant to section 404(6) of the Companies and Allied Matters Act 2020, any shareholder may appoint another shareholder as a member of the audit committee by giving written notice of such appointment to the company secretary at least twenty-one ( 21) days before the date of the annual general meeting. Section 404(5) of the Companies and Related Matters Act 2020 provides that all members of the audit committee must be financially literate and at least one member must be a member of a professional accountancy body in Nigeria created by an Act of the National Assembly. In addition, the Financial Reporting Council of Nigeria (FRCN) Audit Regulations 2020 require all members of the audit committee to be registered with the FRCN. Therefore, to be valid, nominations must clearly indicate the nominee’s FRC number.
Shareholders are hereby informed that certain Warrants have been returned to the Custodians as unclaimed, while some have not been presented to the Banks for payment or to the Custodian for revalidation. A list of these unclaimed dividends will be distributed with the annual reports and financial statements. The list will also be available on the Unilever Nigeria Plc website www.unilevernigeria.com By this notice, affected members are advised to contact the Registrars at Greenwich Registrars and Data Solutions Ltd., 274 Murtala Muhammed Way, Alagomeji, Yaba, Lagos PMB 12717, Lagos. Tel: 01 279 3161-2 & +234 01 813 1925.
In accordance with the directive of the Securities and Exchange Commission, notice is hereby given to all shareholders to open bank accounts, brokerage accounts and CSCS accounts for electronic dividend/bonus purposes. A detachable e-dividend application form is attached to enable shareholders to provide their account details to the Custodians as soon as possible. Forms can also be downloaded frome registrars’ website. Shareholders are also advised to update their records with the Registrars. All warrants and updates to records must be filed with Greenwich Registrars and Data Solutions Ltd., 274 Murtala Muhammed Way, Alagomeji, Yaba, Lagos. Page 4 of 5
Laws of Security Holders to Ask Questions
Securityholders have the right to ask questions not only at the Meeting, but also in written prior to the Meeting and such matters must be submitted to the Company through the Company Secretary no later than Thursday 28 April 2022.
Electronic annual report
The electronic version of the 2021 annual report is available on www.unilevernigeria.com and also circulated by e-mail to all Shareholders who have provided their e-mail addresses to the Registrar. Reports are also sent to Shareholders via their addresses in the register of shareholders. Shareholders who wish to receive an e-mail a copy of the 2021 annual report by email should be requested via: [email protected]
Profile of directors standing for election/re-election
The profiles of the four (4) directors who are candidates for election/re-election are included in the annual report.
Annual General Meeting Live Stream
The Annual General Meeting will be webcast live and a link will be provided later on the Company’s website for this purpose.
As of March 17, 2022.
By order of the council
Mrs Abidemi Ademola
General Counsel WA & Company Secretary FRC/2013/NBA/00000001646
1 Billings Way Oregon, Ikeja Lagos.
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*Proxy form attached