This is to notify that the following resolutions were passed at the Annual General Meeting of Unilever Nigeria Plc held on 4 May 2023 at the Grand Banquet Hall, Civic Centre, Victoria Island, Lagos:
1. Declaration of Dividend:
That a dividend of N1,436,251,250 (One Billion, Four Hundred and Thirty-Six Million, Two Hundred and Fifty-One Thousand, Two Hundred and Fifty Naira) that is, N0.25k per share subject to the deduction of appropriate withholding taxes and other statutory deductions for the year ended 31st December 2022 out of the amount standing to the credit of the statement of comprehensive income be and is hereby declared. The dividend, if approved, will be paid to members on the register of members at the close of business on Monday 17th April 2023.
2. Election and Re-Election of Directors:
1. That Mrs. Abidemi Ademola be and is hereby elected as a Director of the Company.
2. That the following Directors who retired by rotation at the Annual General Meeting and who being eligible for re-election be and are hereby re-elected as Directors of the Company:
i. Mr. Jaime Aguilera
ii. Madam Ammuna Lawan Ali
iii. Mr. Chika Nwobi
3. Authorization of Directors to Fix the Remuneration of Independent Auditors:
That the Directors be and are hereby authorized to fix the remuneration and expenses of the Auditors for the year ending 31 December 2023.
4. Election of Members of The Audit Committee:
That the following persons be and are hereby elected/nominated to the Statutory Audit Committee of the Company for the year 2023:
1. Mr. Wahab Abidoye Ajani (Shareholders’ Representative)
2. Mr. Olusegun David Oguntoye (Shareholders’ Representative)
3. Mr. Kolawole Olalekan Durojaiye (Shareholders’ Representative)
4. Mrs. Abiola Alabi (Non-Executive Director)
5. Mr. Chika Nwobi (Non-Executive Director)
5. Disclosure of the Remuneration of the Non-Executive Directors of the Company:
That in accordance with Article 74 of the Articles of Association of the Company, the remuneration of the non-Executive Directors in respect of the year ending 31st December 2022 and until further notice be and is hereby fixed at N79.2 Million (Seventy-Nine Million and Two Hundred Thousand Naira Only) as Directors’ Fees. In addition, sitting allowances will be paid at standard agreed rates for each meeting attended and the Chairman will be entitled to a vehicle allowance of N15 million gross per annum.
6. Approval of General Mandate to Procure Goods and Services Necessary for Day-to-Day Operations from Related Parties or Interested Persons on Normal Commercial Terms Consistent with the Company’s Transfer Pricing Policy:
That, pursuant to Rule 20.8 of the Rulebook of the Nigerian Exchange Limited 2015: Issuers Rule, a general mandate be and is hereby given authorizing the company during the 2023 financial year and up to the date of the next annual general meeting, to procure goods, services, and financing and enter into such incidental transactions necessary for its day-to-day operations from its related parties or interested persons on normal commercial terms consistent with the Company’s transfer pricing policy. All transactions falling under this category which were earlier entered into in 2023 prior to the date of this meeting are hereby ratified.
7. Amendment of Memorandum and Articles of Association:
1.) That Article 49 of the Memorandum and Articles of Association of the Company be amended by the insertion of the following provision to replace the current provision:
“The Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other general meeting in that year and shall specify the meeting as such in the notices calling it and not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next. The Annual General Meeting shall be held in such manner, at such time and place as the Directors shall appoint including virtually or by any other electronic means. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.”
2.) That Article 51 of the Memorandum and Articles of Association of the Company be amended by the insertion of the following provision as first paragraph to replace the current provision:
“Twenty-one days’ notice specifying the place, the day and the hour of the meeting, and, in case of special business, the general nature of such business, shall be given to the members by notice sent by post, e-mail, publication on the Company’s website or any other electronic means otherwise served as hereinafter provided. Provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Articles, be deemed to have been duly called if it is so agreed:-……………; “
3.) That Article 67 of the Memorandum and Articles of Association of the Company be amended by the insertion of the following provision to replace the current provision with respect to the format of proxy:
‘Unilever Nigeria Plc’.
4.) That Article 123 of the Memorandum and Articles of Association of the Company be amended by the insertion of the following provision to replace the current provision:
“A notice (which expression for the purposes of these presents shall be deemed to include, and shall include, any summons, notice, process, order, judgement or any other document in relation to, or in the winding up of, the Company) may be given by the Company to any member either personally or by sending it by post, by cabling to him at his registered address, by email or by any other electronic means. Provided that in the case of a member having a registered address outside Nigeria, it shall be given by air mail and by cable to him at his registered address.
