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5th Annual General Meeting

NOTICE IS HEREBY GIVEN that the 5th Annual General Meeting of Transnational Corporation of Nigeria (Transcorp) PLC will be held on Thursday the 15th day of September 2011. at the Transcorp Hilton Hotel, No 1, Aguiyi Ironsi Street, Maitama, Abuja, FCT at 11.00am for the transaction of the following businesses: Ordinary Businesses 1. To receive and consider the audited accounts for the year ended 31 December, 2010 and the report of the Directors, Auditors and Audit committee thereon. 2. To re-elect the retiring Directors. 3. To confirm the appointment of Mr. Tony Elumelu,MFR and Dr. Julius Kpaduwa to the Board of Directors. 4. To fix the remuneration of the directors. 5. To re-appoint the Auditors 6. To authorize the Directors to fix the remuneration of the Auditors. 7. To elect members of the Audit committee Dated this 28th day of July, 2011 By order of the Board

HELEN IWUCHUKWU (MRS.) Company Secretary 11, Alfred Rewane Road Ikoyi,Lagos.

Proxies A member of the company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not to be member of the Company. A proxy for an organisation may vote on a show of hand and on a poll. To be valid, executed forms of proxy should be deposited at the registered office of the Company or with the Registrars not less than 48hours before the time of holding the meeting. Notes: Audit Committee In accordance with section359(6) of the Companies and Allied Matters Act, CAP C20 LFN 2004, a shareholder may nominate another shareholder for appointment as member of the audit committee by giving notice to the company secretary at least 21days before the Annual General Meeting. Closure of Register and Transfer Books Notice is hereby given that, the Register of Members and Transfer Books will be closed from the 31st of August, 2011 to the 15th September, 2011 both days inclusive.

Proxy Form
TRANSNATIONAL CORPORATION OF NIGERIA PLC (RC
611238)

NUMBER OF SHARES HELD


Resolutions
1. To receive and consider the Audited accounts for the period ended 31st December 2010 and the reports of the Directors, Auditors and Audit Committee thereon. 2. To re-elect as directors Professor Ndi Okereke-Onyiuke, OON Otunba Funso Lawal, OON Mr. Adegboyega Olulade High Chief O. B. Lulu-Briggs (Alternate by his wife, Mrs Sienye O. B. Lulu-Briggs) Olorun O' tega Emerhor, OON Alhaji Mohammed Nasir Umar

For

Against

5th ANNUAL GENERAL MEETING TO BE HELD at Transcorp Hilton Hotel, Abuja at 11am on the 15th of September 2011. I/WE...................................................................................................... Being member/members of TRANSNATIONAL CORPORATION OF NIGERIA PLC. Hereby appoint......................................................................................... Or failing him/her, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the Annual General Meeting of the company to be held at ........................................................on the....................................., 2011 and at any adjournment thereof. Dates thi s...........................................day of..........................................2011 Signature............................................................ Notes 1. This form of proxy together with the power of attorney or other authority, if any, under which it is designed of a notarially certified copy thereof must reach the Registrars, Afribank Ltd, No. 2A Gbagada Expressway, Anthony Village, Lagos not later than 48 hours before the time for holding the meeting. 2. Where the appointer is a corporation, this form may be under seal or under hand of any officer or attorney duly authorized. 3. This proxy will be used only in the event of poll being directed, or demanded. 4. In the case of joint holders, the signature of anyone of them will suffice, but the names of all joint holders should be shown. 5. It is a legal requirement that all entrustments of proxy must bear appropriate stamp duty from the Stamp Duties Office, and not adhesive postage stamps. Before posting the above form, please cut off this part and retain it.

Admission Card
TRANSNATIONAL CORPORATION OF NIGERIA PLC (RC 611238) 5th ANNUAL GENERAL MEETING TO BE HELD at 11.00 am on Thursday the 15th of September 2011 at the Transcorp Hilton Hotel, 1, Aguiyi Ironsi Street, Maitama, Abuja Abuja, F.C.T. Name of Shareholder ............................................................................................................ IF YOU ARE UNABLE TO ATTEND THE MEETING A member (shareholder) who is unable to attend Annual General Meeting is allowed by law to vote by proxy. A proxy need not be a member of the company. The above proxy card has been prepared to enable you exercise your right to vote if you cannot personally attend. No. Of share Name and Address of Shareholder

Mr. Kayode Fasola 3. To confirm the appointments of Mr. Tony Elumelu, MFR and Dr. Julius Kpaduwa to the Board of Directors 4. To fix the remuneration of the Directors 5. To re-appoint the Auditors 6. To authorise the Directors to fix The remuneration of the Auditors. 7. To elect members of the Audit Committee

IMPORTANT Please insert your name in BLOCK CAPITALS on both proxy and admission card where marked*

Please indicate with X in the appropriate square how you wish your votes to be cast on the resolutions set out above.