Notice of Extra-Ordinary General Meeting
NOTICE IS HEREBY GIVEN that an Extra-Ordinary General Meeting of Capitalfield Investment Group Limited (CIGL) will be held on Thursday, March 11, 2021 at 2 pm to transact the following businesses:
SPECIAL BUSINESS
To consider, and if approved, to pass, with or without modification, the following Resolutions:
1. Resolution 1: Increase in the Issued Share Capital
That the Company hereby approves the following as an Ordinary Resolution:
1.1 That the Company hereby authorises the increase in the Issued Share Capital of the Company from the sum of Two Billion Naira (N2,000,000,000) to the sum of Six Billion Naira (N6,000,000,000) by the creation and addition thereto of Four Billion (4,000,000,000) Ordinary Shares of One Naira (N1.00) each, such shares to rank paripasu in all respects with existing shares in the capital of the Company.
1.2 That the Company Secretary be and is hereby authorised to perform all such acts as are necessary to give effect to the above-mentioned resolution, including filing and certifying the requisite forms and returns at the Corporate Affairs Commission.
2. Resolution 2: Approval of Amendment of Memorandum of Association of the Company
That the Company hereby approves the following Resolution as a Special Resolution:
2.1 That the Memorandum of Association of the Company be and is hereby amended to reflect the new Issued Share Capital of the Company of Six Billion Naira (N6,000,000,000) divided into Six Billion (6,000,000,000) Ordinary Shares of N1.00 (One Naira) each.Clause 6 of the Memorandum of Association of the Company be and is hereby amended to read as follows:
“The Issued Share Capital of the Company is N6,000,000,000 (Six Billion Naira) divided into 6,000,000,000 (Six Billion) Ordinary Shares of N1.00 (One Naira) each”
2.2 That the Company Secretary be and is hereby authorised to perform all such acts as are necessary to give effect to the above-listed resolution, including filing and certifying the requisite forms and Memorandum of Association at the Corporate Affairs Commission.
3. Resolution 3: Capital Raise
That the Company hereby approves the following Resolutions as Special Resolutions:
3.1 That the Directors be and are hereby authorised to raise whether by way of equity, rights issue or any other method(s) or combination of methods as the Board may deem fit, additional capital of up to N12,000,000,000 (Twelve Billion Naira) through Rights Issue, Private Placement and/or any other instruments available to a Private Company, as may be determined by the Directors.
3.2 That where the Directors deem fit, the rights issue, private placement or any other form of capital raise may be underwritten on such terms and conditions as the Directors may approve.
3.3 That, in accordance with law the Company shall first raises the additional capital sought by way of rights issue. Thereafter any shares not taken up by the existing Shareholders in the proportion of their shareholding within the stipulated period shall be determined and offered to other interested Shareholders of the Company.
3.4 Any other unsubscribed shares of the Company not taken up by the Underwriter may be issued by way of Private Placement or any other form of capital raise. Where the rights issue, private placement or any other form of capital raise results in any unsubscribed shares and such is underwritten, the Shareholders shall waive their pre-emptive rights and allow the Underwriter(s) take up such unsubscribed share.
3.5 The capital raise shall be at such premium or otherwise as the Directors may determine.
3.6 The Board of Directors be and are hereby authorised and empowered to do all things, including without limitation, the appointment of professional advisers, execution of agreements and all other transaction documents, and the processing of all regulatory approvals required, to give effect to these resolutions. The Directors may authorise the management of the Company to perform any of its functions herein.
3.7 All acts hitherto carried out by the Directors of the Company or on their behalf, in connection with the above, be and are hereby ratified.
4. Resolution 4: Approval of Amendment of Articles of Association of the Company
That the Company hereby approves the following Resolution as a Special Resolution:
4.1 That the Articles of Association of the Company be and is hereby amended to reflect that the Company can hold its general, board and other meetings virtually through any electronic means. The Articles of Association of the Company be and is hereby amended to read as follows:
“The Company may hold its general meetings, Board meetings and committee meetings virtually through any form of electronic means available to it and in accordance with this Articles of Association.”
4.2 That the Company Secretary be and is hereby authorised to perform all such acts as are necessary to give effect to the above-listed resolution, including filing and certifying the requisite forms and Articles of Association at the Corporate Affairs Commission.
5. Any other business
PROXY
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not also be a member. A form of proxy is enclosed, and if it is to be valid for the purposes of the meeting, it must be completed and deposited at the office of the Company Secretary, 870A, Bendel Close, off Bishop Aboyade Cole Street, Victoria Island, Lagos not less than 48 hours before the time for holding the meeting.
NOTES
1. CLOSURE OF REGISTER AND TRANSFER OF BOOKS NOTICE IS HEREBY GIVEN that The Register of members will be closed on 20th and 22nd February, 2021 in accordance with the provisions of Section 114 of the Companies and Allied Matters Act 2020.
2. RIGHTS OF SECURITIES’ HOLDERS TO ASK QUESTIONS Securities’ Holders have a right to ask questions not only at the Meetings, but also in writing prior to the Meeting, and such questions must be submitted to the Company Secretary on or before 3rd March, 2021.
Dated 13 February, 2021
BY ORDER OF THE BOARD
FRIDAY OTEIKWU, ESQ.
Acting Company Secretary
Capitalfield Investment Group Limited
870A Bendel Close, Off Bishop Aboyade Cole Street
Victoria Island,
Lagos, Nigeria.
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