NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Thirty Sixth Annual General Meeting of TOTAL NIGERIA PLC will hold at The Grand Banquet Hall, Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos on Friday, the 13th day of June, 2014 at 11.00 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To lay before members for approval, the Financial Statements as at 31st December, 2013 and receive the report of the Directors, Audit Committee and Auditors thereon;
2. To declare a dividend;
3. To re-elect Directors;
4. To appoint Directors;
5. To appoint Auditors;
6. To authorize the Directors to fix the remuneration of the Auditors; and
7. To elect members of the Audit Committee.

 

SPECIAL BUSINESS:

1. To fix the remuneration of the Directors.

Notes

I. PROXY

A member of the Company entitled to attend and vote at the meeting who is unable to attend the meeting and wishes to be represented at the meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A Proxy Form is included in the annual report to be mailed to members, and if it is to be valid for the purpose of the meeting, it must be completed and duly stamped by the Commissioner of Stamp Duties and deposited at the office of the Registrars, City Securities Registrars Limited, 358 Herbert Macaulay Way, Yaba, Lagos not less than 48 hours before the time of the meeting.

II. DIVIDEND WARRANTS

If the payment of a dividend is approved and declared by members at the Annual General Meeting, the dividend warrants will be posted or shareholders accounts will be credited on Monday 16th June, 2014 to all shareholders whose names are registered in the Company’s Register of Members as at close of business on Thursday 17th April, 2014.

III. NOMINATIONS FOR THE AUDIT COMMITTEE

In accordance with Section 359 (5) of the Companies and Allied Matters Act, Laws of the Federation 2004 any shareholder may nominate another shareholder as a member of the Audit Committee by giving in writing, notice of such nominations should be submitted to the Company Secretary at least 21 days before the Annual General Meeting. Such nominations should be guided by the requirements of the Securities and Exchange Commission’s Code of Corporate Governance for Public Companies in Nigeria, 2011 which provides that members of the Audit Committee should be financially literate and able to read financial statements. We would therefore request that nominations be accompanied by a copy of the nominee’s curriculum vitae.

BY ORDER OF THE BOARD

OLUBUNMI POPOOLA-MORDI
Company Secretary
FRC/2013/ICSAN/00000002042
27th March, 2014