Notice
Notice is hereby given that the Eighty- first Annual General Meeting of the Members of Unilever Nigeria Plc will be held at the Shell Nigeria Hall of the Muson Centre, Onikan, Lagos on Friday 30 June 2006 at 11.00 o'clock in the forenoon for the following purposes:
Ordinary business
- To receive the Report of the Directors, the Audited Financial Statements for the year ended 31st December 2005 together with the Reports of the Auditors and the Audit Committee thereon.
- To appoint members of the Audit Committee.
- To elect Directors.
- To authorise the Directors to fix the remuneration of the Auditors.
Special business
- To consider and if thought fit to pass the following resolutions which will be proposed as Ordinary Resolutions:
- That the Directors be and are hereby authorised , pursuant to the provisions of Article 117 of the Company’s Memorandum and Articles of Association to issue at a date to be determined by the Directors 756,659,250 (Seven Hundred and Fifty Six Million, Six Hundred and Fifty Nine Thousand, Two Hundred and Fifty) ordinary shares of 50 kobo each ranking pari passu with the existing shares of the Company.
- That pursuant to the provisions of Article 117 of the Articles of Association of the Company and the recommendation of the Directors, the sum of N 378,329,625 (Three Hundred and Seventy Eight Million, Three Hundred and Twenty nine Thousand, Six Hundred and Twenty Five Naira Only) out of Retained Earnings be and is hereby capitalized and applied in making payment in full at par for 756,659,250 (Seven Hundred and Fifty Six Million, Six Hundred and Fifty Nine Thousand, Two Hundred and Fifty ) ordinary shares of 50 kobo in the capital of the company such shares to be appropriated from the unissued Share Capital of the Company and accordingly the said sum be and is hereby authorised to be distributed amongst the members on the Register of Members as at the close of Business on Monday 8 May 2006 subject to the approval of the appropriate relevant regulatory authorities, in the proportion of one new share for every Four held by them on that day on the condition that the same be not paid in cash but be applied in paying in full for 756 659 250 (Seven Hundred and Fifty Six Million, Six Hundred and Fifty Nine Thousand, Two Hundred and Fifty ) new shares of 50 kobo each to be allotted and credited as fully paid amongst such members or their respective nominees. The shares so distributed to rank pari passu with the existing shares in all respects and shall be treated for all purposes as Capital and not as Income and the Directors shall give effect to such capitalization, allotment and distribution on receipt of the necessary permission from the Authorities.
- That Fractions of shares shall not be allotted to the shareholders but such fractions shall instead be aggregated and sold on the floor of the Nigerian Stock Exchange and proceeds of such sale shall be credited to the Account of the Company.
- To fix Directors Fees.
Proxy
A member of the Company entitled to attend and vote is entitled to appoint a proxy instead of him. A proxy need not be a member. A form of proxy is attached and if it is to be valid for the purposes of the meeting, it must be completed and deposited at the office of the Registrar, 2 Burma Road, Apapa not less than 48 hours before the time for holding the Meeting.
Dated this 12 day of April 2006
By Order of the Board
A. A. Ogunbanjo (Mrs.)
Company Secretary/Legal Adviser
Registered office
1, Billingsway, Oregun
Ikeja, Lagos.
Closure of register
NOTICE is therefore given that the Register of Members and Transfer books of the Company will be closed from Monday 8 May 2006 to Friday 12 May 2006 both dates inclusive to enable the preparation of payment of the Bonus shares.
