Japaul Gold & Ventures PlcNSENG: JAPAULGOLD

And ventures plc- notices of annual general meeting (agm)

· Issued by Japaul Gold & Ventures Plc






RC. 250346

GOLD & VENTURES PLC.

Notice of Annual General Meeting

NOTICE is hereby given that the 20° Annual General Meeting of Japaul Gold & Ventures Plc will be held virtually on Monday, the 30" of June 2025 at the hour of 10:00 am to transact the following:

ORDINARY BUSINESS:



To present for the consideration of Shareholders the Audited Financial Statements for the year ended 31' December 2024, the Report of the Directors, Auditors and Audit Committee thereon.

  1. To declare a final dividend.

    To re-elect the following Directors who retire by rotation:

    1. MR. ONOME OKODIYA

    2. MR. OLUSOLA OKE



To appoint the Audit Firm of SIAO as External Auditors.

To authorize the Directors to fix the remuneration of the Auditors. To disclose the remuneration of managers of the Company.

To elect members of the Audit Committee.

SPECIAL BUSINESS

i. To approve the remuneration of Directors.

CO POBATE HEAD OBE¥CE: 3APML HOUSfi, Plot 8, Dr. NuMdeen OX› opopo A oue, lke}a Central District (€BD), Alausa, lke}a, La9os, Nigeria. e4oA0a: +Z34 816 254 1358 Tel/Fcx: 084-238030 E--afl• info‹0}awuIgmup.com Webdts: https://www.japauIqroup.oxn



2. To consider and if thought fit to pass the following Ordinary/Special ResolutionB'

That the Share Capital of the Company be and is hersby

increased from 14,000,000,000 (Fourtsea Billion) Otdionry Shares to 100,000,000,000 (One Hundred Billion) Ords aad/w 1•feference Shares.

b. That the Company be arid ie fleshy sag&otized to raise additional Equity Capital up to N500,000,000,000 (Five Hundred B8liaa Naira) fbr the development of Gold Mines and Acquisitions.

dt"the Boafil of Directors of the Company be and n hereby authorized to establish a capital raising program in the Nigerian or International capital market u§ IN'the authorized capital of tba y, through K issuance of Ordinary or Ptefetiece Shares whether by way orRi ts › tic Offw, Private Placement or iny other method or combination of methods dnoegh 2 Fdr building or Offit of Subscription and/or other Securities at such time for such Consideration and upon such Terms end Conditions as the Doctors may deem fit.

d. That in the event of a Rights , any Shed txit taken up by existing Shareholders within the peried slip leftist the Rights Issue may be offi›red for sale to other interested Shareholders of the Cotripany on such terms end conditions as may be determined by the Directors subject to the approval of the relevant regulatory authorities.



e. That, in raising Equity Capital, the P 7 is hersby authorized to carry out Share Reconstruction and that the Share Capital of the Company will thereafter

,l reflect the total Units of the reconstructed Shares.

That the Directors be and are hereby authorized to do
things necessary and

incit to the achievemein and fulfillment of the above Resolutions including

Memorandum and Articles of Association of the Company.

That the Company Secretary bt and is hereby authorized to file the requisite docurrients at the required Regulatory Bodies in validation of these Resolutions.



NOTES:

  1. Proxy

    Any member of the Company entitled to attend and vote at this Meeting is also entitled to appoint a proxy to attend and vote in his/her/its stead. A proxy need not be a member. A Proxy Form is enclosed and if it is to be valid for purposes of the meeting, it must be completed, duly stamped as required under the Stamp Duties Act and deposited at the registered office of the Company or the office of the Registrar of the Company, Pace Registrars Ltd. Knight Frank Building, 24 Campbell Street, Lagos Island, Lagos State or by mail to infoHpaceregistrars.com not later than forty-eight (48) hours before the time for holding the meeting.

  2. VIRTUAL.MEETING LINK

    mutter to. thé signing into Law of the Business Facilitation (Miscellaneous Provision) Act, which allows Public Companies to hold meetings electronically, this Annua1'General Meeting shall be held virtually. The Virtual Meeting Link for this dual General Meeting ishttps://tinvurl.com/JAPAUL-AGM-2025.The Virtual'Meeting Link will also be available on the Company's website.

  3. DIVIDEND

    Directors have recommended to Shareholders the payment of a dividend of 4 Kobo for eyed share of 50 Kobo each. A resolution to this effect will be put to the meeting for the approval of Shareholders, lf the dividend recommended by the Board of Directors is approved by Shareholders at the Armual General Meeting, the Dividend will be paid on the 4" day of July 2025 to Shareholders whose names are registered in the register of Shareholders at the close of business on 6' day of June 2025.

  4. UNC$AIMED DIVIDEND

    The list of unclaimed dividends can also be accesse‹l at the Company's Registrar's office or via the Company's website at https://www.japaulgroup.com.

    n"



  5. E- DIVIDEND

    Notice is hereby given to all Shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of dividend payment. Detachable application forms for the e-dividend is attached to the Annual Report to enable the Shareholders furnish particulars of their bank accounts to the Registrar as soon as possible.

  6. STAMPING OF PROXY

    The Company has made arrangements at its cost for the stamping of duly completed and signed Proxy Forms submitted to the Company's Registrars within the stipulated timeline.

  7. CLOSURE OF REGISTER OF MEMBERS

    The Register of Members and Transfer of Books of the Company will be closed from 9" day of June 2025 to 13* day of June 2025 for the purpose of updating the Register.

  8. AUDIT COMMITTEE

    In accordance with section 404 (6) of the Companies and Allied Matters Act 2020, any Shareholder may nominate a Shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Secretary of the Company at least 21 days before the Annual General Meeting. The Securities & Exchange Commission's Code of Corporate Governance for Public Companies indicates that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements. We therefore request that nomination be accompanied by a detailed copy of the Nominee's Curriculum Vitae.

  9. DIRECTORS RETIRING BY ROTATION

    In accordance with the provisions of the Company's Articles of Association, the following Directors retire by rotation and being eligible have offered themselves for re-election:

    MR. ONOME OKODIYA MR. OLUSOLA OKE

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    The biographical details of the Directors standing for re-election and other Directors are contained in the Annual Report and the Company's website at https://www.1apaulgroup.com.

  10. RIGHT OF SECURITIES' HOLDERS TO ASK QUESTIONS

Securities holders have the right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company on or before the 10* day of June, 2025.

II.E-ANNUAL MPORT

In order to improve the delivery of our Annual Report, we have inserted a detachable Form to the Annual Report and hereby request Shareholders who wish to receive the Annual Report of the Company in electronic format to complete and return the form to the Registrars for further processing. In addition, the Annual Reports are available online for viewing and download from our website at https://www.iapauleroup.com.

BY ORDER OF THE BOARD



Date 14* day of May, 2025.

Michael Edeko Esq. COMPANY SECRETARY

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