NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN, that the 21st Annual General Meeting ("AGM") of eTranzact International PLC ("the Company") will hold virtually on Thursday, 24th July 2025, by 12:00 noon to transact the following businesses:ORDINARY BUSINESS
To lay before Members the Audited Financial Statements for the year ended 31st December 2024, together with the Reports of the Directors, Auditor, and the Statutory Audit Committee thereon.
To declare a dividend.
To re-elect Directors.
To authorize the Directors to fix the remuneration of the Auditor.
To disclose the remuneration of Managers.
To elect shareholders' representatives to the Statutory Audit Committee.
SPECIAL BUSINESS
To consider and if thought fit, pass the following resolutions as ordinary resolutions:
To approve the remuneration of the Non-Executive Directors.
That in compliance with the rules of the Nigerian Exchange Limited governing transactions with related parties or interested parties, the general mandate given to the Company to enter recurrent transactions with related parties for the Company's day-to-day operations, including the procurement of goods and services, on normal commercial terms, be and is hereby renewed.
To consider and if thought fit, pass the following resolutions as Special Resolutions:
That the Board of Directors be and are hereby authorized to raise additional capital of up to One Hundred Billion Naira (₦100 billion) through any combination of equity and/or debt financing, including Rights Issue, Private Placement, term loans, bonds or any other methods or a combination of methods on such terms and conditions as the Directors may deem fit.
That the Share Capital of the Company be and is hereby increased from 4,599,999,908 (Four Billion, Five Hundred and Ninety Nine Million, Nine Hundred and Ninety Nine Thousand, Nine Hundred and Eight) Ordinary shares of 50 Kobo each by the creation of such additional amount of shares as the Directors decide to raise, each share ranking pari passu with existing Ordinary Shares.
That the Directors be and are hereby authorized to enter and execute agreements, deeds, notices or any other documents, and to perform all acts and to do all such other things necessary for or incidental to give effect to Resolutions 8.1 and 8.2 above, including but not limited to appointing professional parties, consultants and advisers and complying with the directives of the regulatory authorities.
In line with the provisions of Rule 20.8(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shallabstain from voting on resolution 7.2 above.
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PROXY
A member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint a proxy to attend and vote in his/her stead, and a proxy need not be a member of the Company. To be valid, a proxy form must be completed and duly stamped by the Commissioner of Stamp Duties and returned to either the Company Secretary, PAC Solicitors, via the following email address: tosinkembi@pacsolicitors.com and olutolamakinde@pacsolicitors.com, or the Registrars, Meristem Registrars Limited, via info@meristemregistrars.com; or send the proxy form to the office of the Company Secretary at 10, Canaanland Street, Off Whitesands Avenue, Lekki, Lagos, Nigeria or the office of the Registrars at 213, Herbert Macaulay Way, Yaba, Lagos, not less than 48 hours before the time of the meeting.
The Company will bear the cost of stamping the completed proxy forms. All instruments of proxy shall be at the Company's instance in line with the Corporate Affairs Commission's guidelines.
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PAYMENT OF DIVIDEND
If the dividend of 12.5 kobo per ordinary share of 50k (fifty kobo) each being recommended by Directors is approved by Members at the AGM, dividend will be paid on Thursday, 24th July 2025 to duly mandated accounts of Members so entitled, whose names appear in the Register of Members as at Monday, 7thJuly 2025.
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CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOKS
The Register of Members and Transfer Books of the Company will be closed from Tuesday, 8th July 2025 to Wednesday 23rd July 2025 (both days inclusive) to enable the Registrars to update the Register of Members.
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STATUTORY AUDIT COMMITTEE NOMINATIONS
Pursuant to Section 404(6) of the Companies and Allied Matters Act 2020, any Member may nominate another Member for appointment to the Statutory Audit Committee. Such nomination should be in writing and forwarded to the Company Secretary at least twenty‐one (21) days before the AGM.
Please note that the Companies and Allied Matters Act (2020) and the Corporate Governance Guidelines for Public Companies issued by the Securities and Exchange Commission require members of the Statutory Audit Committee to be financially literate, able to read financial statements, and at least one member should be a member of a professional accounting body established by an Act of the National Assembly in Nigeria. We, therefore, request that all nominations to the Statutory Audit Committee shouldbe accompanied by the Curriculum Vitae of the Nominees.
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UNCLAIMED SHARE CERTIFICATES AND DIVIDEND WARRANTS
Shareholders are hereby informed that several Share Certificates and Dividend Warrants have been returned to the Registrars as unclaimed. Some Dividend Warrants have neither been presented to the Bank for payment nor to the Registrar for revalidation. Affected Members are by this Notice advised to contact the Registrars, Meristem Registrars Limited at their office address stated in Note 1 above.
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RE-ELECTION OF DIRECTORS
Pursuant to Section 273(1) and 285 (1) of the Companies and Allied Matters Act 2020, the Directors to retire by rotation are Mr. Uche V. Obi(SAN), Major General Emeka Onwuamaegbu(Rtd), Mrs. Hauwa Bello and Mrs. Binta Max-Gbinije. They have indicated their willingness to stay in office and offer themselves for re-election.
Their profiles are contained in the Annual Report and are also available on the Company's website at https://www.etranzact.com.
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RIGHTS OF SECURITIES HOLDERS TO ASK QUESTIONS
Any Member attending the meeting has the right to ask questions at the meeting and in writing prior to the meeting. We urge that such questions should be emailed to the Company Secretary via the following email address: tosinkembi@pacsolicitors.com and olutolamakinde@pacsolicitors.com not later than one (1)week before the date of the AGM.
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LIVE STREAMING OF THE ANNUAL GENERAL MEETING
The AGM will be streamed live via the Company's website. Please log on to https://www.etranzact.com for the live streaming.
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E-DIVIDEND MANDATE
Shareholders who are yet to complete the e-Dividend Mandate Activation Form or who need to update their records and relevant bank accounts are requested to complete the e-Dividend Mandate Activation Formwhich can be detached from the Annual Report and Accounts and is available on the Company's websitehttps://www.etranzact.com. The duly completed form should be returned to the Registrars, Meristem Registrars Limited via info@meristemregistrars.com or dispatched to their office at 213, Herbert Macaulay Way, Yaba,Lagos.
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E-ANNUAL REPORT AND ACCOUNTS
The electronic version of the Annual Report and Accounts is available for download on the Company's websitehttps://www.etranzact.com. Members who have provided their email addresses to the Registrar will receive theelectronic version of the Annual Report via email.
- WEBSITE
A copy of this Notice and other information relating to the Annual General Meeting can be accessed viathe Company's website https://www.etranzact.com.
Dated this 10th day of June 2025.
BY ORDER OF THE BOARDIsaiah Oreweme PAC SOLICITORS (Company Secretary) FRC/2014/NBA/ 00000006267
10, Canaanland Street off Whitesands AvenueLekki, Lagos.
Tel: 09099298887, 08063480070
Website: https://www.pacsolicitors.com