The addition of Mrs. Adesola and Dr. Muhammed-Oyebode supports CSCS’s strategy of enhancing governance and leadership. Their significant achievements in financial services, corporate governance, and social impact will contribute to the company’s continued success in the Nigerian capital market.

Temi Popoola, Chairman of the Board of CSCS, expressed his pleasure in welcoming Mrs. Adesola and Dr. Muhammed-Oyebode to the CSCS board during this critical phase of the company’s growth. He noted that “the appointment of these two exceptional professionals not only underscores our continued dedication to fostering diversity within the board but also reflects our confidence in the lasting contributions these individuals will make. With their extensive expertise in financial services, governance, and corporate strategy, their insights are expected to significantly influence the future success of our company.”

Haruna Jalo-Waziri, Managing Director and Chief Executive Officer of CSCS, noted, “CSCS is dedicated to creating an environment where diverse perspectives are valued and encouraged. By appointing two highly accomplished women to our board, we are not only enhancing our leadership team but also setting a precedent for the entire industry. We believe that their contributions will drive meaningful change and inspire future generations of women leaders.”

Mrs. Bola Adesola, reflecting on her appointment, said, “I am honored to join the Board of CSCS, an organization that has consistently driven market innovation and efficiency. I look forward to contributing my experience in financial services and governance to support CSCS in achieving its strategic goals and sustaining its leadership in the capital market.”

Dr. Aisha Muhammed-Oyebode expressed her enthusiasm, stating, “I am delighted to join the Board of CSCS, an institution that has been instrumental in driving the growth and transformation of the Nigerian capital market. I look forward to working alongside my fellow board members to drive growth and innovation for the benefit of all stakeholders.

Mrs. Bola Adesola is an accomplished banker with over 33 years of experience. She currently serves as Chairman of Ecobank Nigeria and the Lagos State Employment Trust Fund. Her career includes senior leadership roles such as Senior Vice-Chairman, Africa at Standard Chartered Bank and CEO of Standard Chartered Bank Nigeria and West Africa. Mrs. Adesola also co-founded Women in Management, Business, and Public Sector (WIMBIZ), an initiative aimed at empowering women in leadership positions. She is an alumna of Harvard Business School and Lagos Business School and holds a law degree from the University of Buckingham, UK. Her dedication to the economic empowerment of women is reflected in her mentoring efforts, through which she inspires future leaders.

Dr. Aisha Muhammed-Oyebode is the Group Chief Executive Officer (CEO) of Asset Management Group (AMG) Limited and CEO of the Murtala Muhammed Foundation, an organization dedicated to social and economic development in Africa. She also chairs Lekoil Limited and has contributed significantly to corporate governance across multiple industries. With a strong legal background, she has worked with various global financial institutions and has led several socio-economic initiatives across the continent. Dr. Muhammed-Oyebode holds a PhD in Law from SOAS, University of London, along with advanced degrees from King’s College London and Imperial College London. Her work in conflict resolution and women’s leadership initiatives underscores her commitment to sustainable development and governance.

CSCS remains dedicated to maintaining the highest standards of governance and operational excellence, ensuring it continues to lead the way in the Nigerian capital market.

About CSCS

About CSCS
The Central Securities Clearing System (CSCS) PLC is Nigeria’s premier Central Securities Depository (CSD), serving the Nigerian capital market for over two decades. With a diversified shareholder base, including the NGX Group, leading banks, and investment firms, CSCS plays a pivotal role in the capital market ecosystem. CSCS is licensed and regulated by the Securities and Exchange Commission (SEC) and has been instrumental in several transformative initiatives, including the full dematerialization of share certificates and the shortening of settlement cycles in the market.

CSCS provides a central depository for various financial instruments, including Equities, Corporate Bonds, Sub-National Bonds, Sovereign Bonds, Mutual Funds, and Commodities. The company leverages cutting-edge digital technologies to serve participants and investors through various channels, including its web portal, mobile applications, and customer service centers.

For more information, visit www.cscs.ng or contact our customer service at 070 CALL CSCS or 01 448 0500

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Under Mr. Onyema’s visionary leadership, CSCS achieved significant milestones, driving transformative ideas that propelled remarkable growth and success. Notable achievements include improved staff welfare, expanding service offerings, digitalization, and maintaining an unwavering commitment to regulatory compliance. Mr. Onyema’s advocacy for corporate governance standards elevated CSCS’s internal processes, positioning the company as a beacon of ethical practices in the industry. Other accomplishments include being the first capital market operator to achieve GDPR/NDPR Compliance and the first CSD in Nigeria to achieve an A+ rating with a positive outlook from renowned rating agency Thomas Murray Limited—a testament to Mr. Onyema’s strategic leadership and the collective efforts of the dedicated CSCS team.

Mr. Onyema expressed his excitement about Mr. Popoola’s appointment, stating, “I am thrilled to see Mr. Temi Popoola appointed as the new Chairman of CSCS Plc. His exceptional leadership qualities and dedication to excellence will undoubtedly steer CSCS towards greater heights”. Mr. Onyema also expressed his heartfelt gratitude to all board members and staff he worked with, acknowledging their immense support and contribution during his tenure as Chairman.

Mr. Popoola, a distinguished financial expert and the current Group Managing Director/Chief Executive Officer of Nigerian Exchange Group, brings a wealth of experience and a proven track record of global market growth and operational insight. His appointment as Chairman of CSCS is a significant milestone that further solidifies the company’s position in the Nigerian Capital Market.

Expressing his enthusiasm, Mr. Popoola stated, “As I step into the role of Chairman at CSCS, I am honoured and humbled by the opportunity to guide this esteemed organization to new heights of success and impact. With a steadfast dedication to our mission and by building on the solid foundation that has been laid, I am committed to working with my colleagues on the board, management, and staff to drive growth, foster innovation, and uphold the highest standards of integrity and excellence. Collaborating with all our stakeholders, I am confident we will chart a course toward continued excellence, delivering value to our clients, shareholders, and the broader financial community.”

Joining the Board alongside Mr. Popoola are Mr. Samuel Onukwue, Chairman of the Association of Securities Dealing Houses of Nigeria (ASHON) and MD/CEO of Mega Equities Limited, who brings over 30 years of extensive experience with multinational financial institutions, and Mr. Nonso Okpala, GMD/CEO of VFD Group Plc, a seasoned business leader with a deep understanding of the Nigerian capital market ecosystem. Their diverse expertise will further strengthen the Board’s decision-making process.

“We are delighted to welcome Mr. Temi Popoola as our new Chairman and Mr. Samuel Onukwue and Mr. Nonso Okpala as Non-Executive Directors to the CSCS Board. We are confident that their addition to the Board would further enrich the quality and the collegiate decision-making process at this level of leadership of the company,” said Mr. Haruna Jalo-Waziri, MD/CEO of Central Securities Clearing System Plc.

Mr. Jalo-Waziri expressed his sincere gratitude to Ms. Tinuade Awe, Mr. Seyi Owoturo, and Mrs. Tairat Tijani, who retired from the Board alongside Mr. Onyema, for their outstanding service to the Company.

All appointments have received regulatory approval from the Securities and Exchange Commission (SEC), underscoring CSCS’s commitment to best practices in corporate governance and regulatory compliance.

About CSCS

The Central Securities Clearing System (CSCS) is a Public Limited Company with a diversified shareholder base, including the Nigerian Stock Exchange, some of the largest banks in Nigeria, private equity firms, investment banks and other corporate and individual shareholders.  With over two decades of operation, serving as the Central Securities Depository for the Nigerian Capital Market, CSCS has been pivotal to the growth and transformation of the capital market, including its audacious full dematerialization of share certificates and shortening of the settlement cycle in the capital market.

CSCS serves as the Central Depository for Equities, Commercial Papers, Corporate Bonds, Sub-National Bonds, certain Sovereign Bonds (such as the FGN Sukuk and the FGN Savings Bond), Equity-traded Funds, Real estate Investment Trusts, Mutual funds and Commodities. CSCS is licensed and regulated by the Securities and Exchange Commission (SEC). The activities of CSCS are governed by the Investment and Securities Act 2007, the Companies and Allied Matters Act 2004, and the SEC Rules.

Leveraging digital technologies, CSCS serves its participants, institutional investors, and retail investors through varying channels, including its web portal, www.cscs.ng; online and mobile applications; web chatbot; Data Exchange platforms; and customer service call centre, 070 CALL CSCS—070022552727 or 01 448 0500, amongst others.

CONTACT:

corpcomms@cscs.ng

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The N3.7Billion dividend, which translates to 83.7% payout ratio, reflects the resilient profitability of the Company, notwithstanding the impact of lower trading activity on most Exchanges in the Nigerian capital market and inflationary pressures. Consolidating on its diligent earnings diversification drive, the Company grew revenue from core operations and ancillary services by 39.2% to N6.4Billion from N4.6Billion in 2020, as it almost quadrupled earnings from ancillary services from N526million in 2020 financial year to N2.2Billion in 2021 financial year. Notably, income from ancillary services contributed 33.3% and 21.5% of operating revenue and total income for the year respectively, underpinning Management’s strategy towards diversifying and strengthening the earnings fundamentals of the Company, with the ultimate objective of creating sustainable and superior wealth for shareholders and its broader stakeholders.

Addressing shareholders, Mr. Oscar Onyema OON, Chairman, Board of Directors of CSCS Plc said; “Notwithstanding the volatile operating environment and moderated capital flows, as reflected in the subdued capital market activities, the earnings fundamentals of your Company remained resilient and indeed stronger than ever. This fact is evident in the impressive revenue growth of 39.2%, driven by stellar growth in ancillary income. The equity market recorded one of the weakest secondary market activities in the past few years, with the average daily trade value of N3.9billion, some 10% below the trading activity recorded in 2020 financial year, explaining the tepid transaction fees. Albeit income from ancillary services recorded a significant boost, contributing N2.2billion or 21.5% of total income in 2021FY, from N526million or 11.3% of total income in 2020FY. This performance reinforces the capacity of the Management in delivering on the Board’s vision result of diversifying the business and enhancing the value accretion prospect to shareholders in a sustainable manner. More importantly, my colleagues and I on the Board of your Company, are excited at the prospect for new offerings arising from strategic partnerships and new initiatives. In our oversight role, we are working with the Management to invest relevant resources towards exploring new frontiers for growth, especially as these initiatives are expected to foster retail investor penetration and broader capital market growth.”

While commenting on the outlook for the business, the Chairman noted: “typical of a pre-election year, 2022 comes with its unique macro challenges but I am optimistic on the earnings capacity and overall resilience of our business, as we hope to consolidate on the strong foundations and extract synergies opportunities with our participants and partners in sustaining the positive trajectory of the business.  Hence, with the support of shareholders and other stakeholders, CSCS would continue to deliver superior performance and create wealth for shareholders.

In the same vein, Mr. Haruna Jalo-Waziri, the Chief Executive Officer, CSCS Plc said; “Reflecting the ingenuity of our participants and more importantly quick adoption of new remote access technologies, the Nigerian capital market remained active through the prolonged COVID-19 crisis. The collaboration of our regulator and participants has been incredible in sustaining our operational protocols and IOSCO PFMI standards.”

“Though clearing and settlement activity waned by 10.2% due to lower participation of foreign investors in the Nigerian equity market and a host of macro challenges, we are excited at the growth in our depository assets by 6.1% to N23.0trillion, reflecting new listings of securities across our multiple Exchange partners as well as issuers’ and investors’ confidence in the safety and secured accessibility of our systems.

Continuing, Mr. Jalo-Waziri said: “Despite the average inflation rate of 17.0% during the year, we sustained our cost efficiency strategy, leading to a 1.6% decline in operating expenses. Overall, we achieved N5.8Billion and N4.4Billion Profit Before Tax and Profit After Tax respectively, underpinning the resilience of the business and commitment of my colleagues and I, in delivering on our pledge to sustainably create value for shareholders and our broader ecosystem.

“It has been twenty-five years of meritorious service, as the infrastructure for the Nigerian capital market. We have pioneered a number of initiatives and efficiencies in the market and have enjoyed the best of collaborative engagements with different stakeholders. Whilst we relish our progress working with other stakeholders in transforming the Nigerian capital market, we reckon there is a long way to go in bridging the gap towards our aspiration of positioning the Nigerian capital market as the hub of securities services in Africa and one of the leading capital markets, globally. To this end, we have reinvigorated our strategic thrust with the development of a medium-term playbook that would enhance our capabilities in executing new initiatives towards deepening the Nigerian capital market and strengthening our business growth frontiers for the mutual prosperity of all our stakeholders.”

About CSCS

The Central Securities Clearing System (CSCS) is a Public Limited Company, with a diversified shareholder base, including the Nigerian Exchange Group, some of the largest banks in Nigeria, private equity firms, other corporate and individual shareholders.  With over two decades of operation, serving as the Central Securities Depository for the Nigerian Capital Market, CSCS has been pivotal to the growth and transformation of the capital market, including its audacious full dematerialization of share certificates and the shortening of settlement cycle in the capital market.

CSCS serves as the Central Depository for Equities, Commercial Papers, Corporate Bonds, Sub-National Bonds, certain Sovereign Bonds (such as FGN Sukuk and FGN Savings Bond), Equity-traded Funds, Real estate Investment Trusts, Mutual funds and Commodities. CSCS is licensed and regulated by the Securities and Exchange Commission (SEC). The activities of CSCS are governed by the Investment and Securities Act 2007, the Companies and Allied Matters Act 2004, and the SEC Rules.

Leveraging on digital technologies, CSCS serves the market through varying channels, including its web portal; www.cscs.ng; online and mobile applications, web chatbot and, customer service call center; 070 CALL CSCS – 070022552727 or 01 448 0500 amongst others.

CONTACT: corpcomms@cscs.ng

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Following the approval of shareholders on the N1.17 dividend per share proposed by the Board, CSCS would be paying a total of N5.85billion to its shareholders, some 36.0% year-on-year growth in return to shareholders, when compared to the N4.3 billion dividend (i.e N0.86 dividend per share) paid in the previous year.

Speaking on the performance of the company, the Chairman of the Board of Directors, Mr. Oscar N. Onyema noted, “despite the challenges in 2020, CSCS emerged stronger, delivering outstanding growth in top and bottom-lines, and executing far-reaching initiatives that would sustainably strengthen the competitiveness and resilience of the business.”

“Growing profit by over 41% in such a challenging year to deliver 20.3% return on average equity, the Board of Directors is more than ever upbeat on the value accretive prospects of CSCS. More importantly, we are enthusiastic on the progress made thus far in repositioning the business to efficiently play a more active and leading role in deepening the Nigerian capital market. With continuous investments in new technologies, talent, and work environment, we expect productivity to grow, as the Board continues to work with the Management to exceed stakeholders’ expectations”, the Chairman of the Board added.

Also commenting on the results, the Managing Director/Chief Executive Officer, Mr. Haruna Jalo- Waziri said; “These impressive results reflect our enhanced collaboration with different stakeholders and their unflinching support and loyalty to CSCS, as the core infrastructure for the Nigerian capital market. Hence, my colleagues and I are excited to dedicate this performance to our esteemed participants, regulator and the Board of Directors, whose support kept us stronger through the pandemic. We would continue to invest in our collective objective of deepening the capital market and broader financial system, even as we seek new and efficient ways of enhancing our partnerships for mutual prosperity.”

“Having laid a solid foundation over the past three years, we are more than ever optimistic on the prospect of our business, especially as we diversify the business for enhanced resilience against macro and market volatilities. The years ahead look challenging, albeit more promising than ever, as we reinforce our commitment to leveraging best-in-class technologies and our continuous investments in human capital in delivering value to all stakeholders”, the Chief Executive Officer added.

The shareholders, most of whom participated through proxies due to the extant COVID-19 precautions, were excited at the performance of the company and unanimously approved the dividend proposal of N1.17 per share, as presented by the Chairman, on behalf of the Board of Directors.

Speaking at the Annual General Meeting, Mr. Eric Idiahi, one of the proxy attendees of the Annual General Meeting and Managing Director, Verod Capital LLC; a core shareholder of CSCS Plc, lauded the Management for the unprecedented performance in such a challenging year and reiterated the support of shareholders for the Company, especially as the diversification of the business and culture of innovation should enhance the sustainability of the business and ensure its capacity to deliver superior returns to shareholders over the long term.

Commenting on the conduct of the Annual General Meeting, Mr. Obong Idiong, the Chief Executive Officer of Africa Prudential Plc, the Registrar to CSCS said, “This is a well conducted General Meeting, with due observance of all relevant statutory requirements, including COVID- 19 precautions. I congratulate the Board and shareholders of CSCS on the impressive performance during the 2020 financial year and more importantly for a successful General Meeting.”

Interestingly, CSCS afforded shareholders who nominated proxies for physical attendance to observe proceedings of the General Meeting via Zoom and YouTube, as the event was streamed live through the session. CSCS has a diversified shareholder base, including the Nigerian Stock Exchange, or Nigerian Exchange Group Plc, some of the largest Nigerian banks, private equity firms, other institutional investors and retail investors. The shares are traded over-the-counter through the NASD-OTC, the premier market for trading unquoted securities of public limited companies. As at close of market on Monday, 17 May 2021, the bid/ask quote on the shares of CSCS indicate a price of N17.65 per share, having rallied 17.3% year-to-date, consolidating the strong performance of the share price over the past few year.

About CSCS

The Central Securities Clearing System Plc (CSCS) is a public-interest utility and infrastructure for the Nigerian capital market, providing central securities depository (CSD), clearing and settlement and ancillary services requisite for the effective functioning of the Nigerian capital market. CSCS serves as the central depository for all forms of financial instruments, including equities, commercial papers, corporate bonds, sub-national bonds, Bonds issued by the Federal Government of Nigeria, equity-traded funds, real estate investment trusts, mutual funds and commodities.

Licensed and regulated by the Securities and Exchange Commission (SEC), CSCS abides by the IOSCO PMI Principles and it is rated “A+” by Thomas Murray, the highest rating for any CSD in Sub-Saharan Africa. The activities of CSCS are governed by the Investment and Securities Act 2007, the Companies and Allied Matters Act 2004, and the SEC Rules. Renowned for its market- wide initiatives and commitment to capital market efficiency, CSCS continues to invest in new technologies and human capital resources relevant for its operational efficiency and those of its participants, towards the ultimate objective of enhancing investor experience in the Nigerian capital market.

CSCS is a Public Limited Company, with diversified shareholder base, including Nigerian Exchange Group Plc, some of the largest banks in Nigeria, private equity firms, investment banks and other corporate and individual shareholders. Reflecting its strength as an FMI, CSCS is well capitalized, with shareholders’ fund standing at more than six times the minimum regulatory requirement. The ordinary shares of CSCS is actively traded on the NASD OTC Exchange, with relatively strong liquidity and price performance, reinforcing investor confidence in the fundamentals and prospect of the company.

Leveraging on digital technologies, CSCS serves its participants, institutional and retails investors through varying channels, including its web portal; www.cscs.ng; online and mobile applications, web chatbot, Data Exchange platforms, customer service call centre; 070 CALL CSCS – 070022552727 or 01 448 0500 amongst others.

For Enquiries, please contact: corpcomms@cscs.ng

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LAGOS, NIGERIA – April 15, 2021 – Central Securities Clearing System Plc (“CSCS”, the “Company” or the “Group”), (NASD Ticker: SDCSCSPLC) announced its Audited 2020 Financial Results. Amidst unprecedented economic and financial market conditions occasioned by the COVID-19 pandemic, the Group grew total income by 31.3% year-on-year (YoY) to N12.09 billion. With profit after tax of N6.93 billion, an incredible 41.4% year-on-year growth, translating to N1.39 earnings per share, the Group delivered 20.3% return on average equity for the 2020 financial year, compared to 15.3% in 2019FY.

Highlights:

Income Statement

• Total Income: N12.09 billion, compared to N9.21 billion in 2019FY (31.3% YoY growth).
• Investment Income:  N7.44 billion, an impressive 61.4% YoY growth, compared to N4.61 billion in 2019FY.
• Operating Expenses: N4.72 billion, compared to N3.23 billion in 2019FY (46.0% YoY growth), partly reflecting investments in technology and human capital.
• Profit Before Tax: N7.39 billion, a 22.3% YoY growth, compared to N6.04 billion in 2019FY.
• Profit After Tax: N6.93 billion, compared to N4.90 billion in 2019FY (41.4% YoY growth).
• Return on Average Equity (ROAE): 20.3%, compared to 15.3% in 2019FY.
• Earnings Per Share (EPS): 139 Kobo, compared to 98 Kobo in 2019FY (41.8% YoY growth).

Balance Sheet

• Total Assets: N41.42 billion, compared to N36.61 billion as at 2019FY (13.1% YoY growth).
• Property, Plant and Equipment (plus intangibles) grew 25.0% YoY to N1.35 billion, reflecting continued investments in infrastructure to enhance operational efficiency and resilience.
• Shareholders’ Funds: N35.49 billion, up 7.9% YoY; reflecting strong capacity for organic capital growth.

Commenting on the Group’s performance, Mr. Oscar N. Onyema OON, the Chairman, Board of Directors of CSCS, said;

“It is exciting to report these stellar results. Defying the unprecedented challenges that characterised 2020 financial year, CSCS emerged stronger, delivering outstanding growth in top and bottom-lines, and executing far-reaching initiatives that would sustainably strengthen the competitiveness and resilience of the business. Having grown profit by over 41% in such a challenging year to deliver 20.3% return on average equity, the Board of Directors and Management are upbeat about the value accretive prospects of CSCS, and we are enthusiastic that the progress made thus far in repositioning the business to efficiently play a more active and leading role in deepening the Nigerian capital market will be sustained. With continuous investments in new technologies, talent, and work environment, we are optimistic on the productivity of CSCS going forward. Subject to shareholders’ approval at the upcoming annual general meeting, the Board is recommending a dividend of N5.85 billion or dividend per share of N1.17, representing a growth of 36% over the N0.86 dividend per share paid from the 2019 financial year earnings.”

While commenting on the Group’s results, Mr Haruna Jalo-Waziri, the Chief Executive Officer, said;

“Amidst the COVID-19 twin threat to lives and livelihoods, and more importantly the attendant challenges in economic and business environment, we outperformed budget, reinforcing our commitment to delivering superior value to our shareholders, irrespective of the odds. These impressive results reflect our enhanced collaboration with different stakeholders and their unflinching support and loyalty to CSCS, as the core infrastructure for the Nigerian capital market. Hence, my colleagues and I are excited to dedicate this performance to our esteemed participants, regulator and the Board of Directors, whose support kept us stronger through the pandemic. We would continue to invest in our collective objective of deepening the capital market and broader financial system, even as we seek new and efficient ways of enhancing our partnerships for mutual prosperity. Having laid a solid foundation over the past three years, we are more than ever optimistic on the prospect of our business, especially as we diversify the business for enhanced resilience against macro and market volatilities. We will sustain our disciplined cost efficiency culture, in our commitment to delivering sustainable value to shareholders over the long term. We are excited at the 39.0% cost-to-income ratio, despite the impact of exchange rate volatilities and rising headline inflation on our cost base. The years ahead look challenging, albeit more promising than ever, as we reinforce our commitment to leveraging best-in-class technologies and our continuous investments in human capital in delivering value to all stakeholders.”

Also commenting on CSCS’ financial performance, the Chief Financial Officer, Mr. Peter O. Medunoye noted;

“We recorded impressive double-digit growth in revenue and profitability, and more importantly recorded continuous improvement across all key performance indicators. We recorded decent growth in income from our CSD and ancillary services whilst also leveraging our ingenuity in effectively positioning the proprietary investment portfolio for growth. Delivering 17.7% and 20.3% return on average assets and return on average equity respectively, we are excited at the capacity of the business in generating internal capital to fund the exciting growth ahead.”

About CSCS

The Central Securities Clearing System (CSCS) is a Public Limited Company, with a diversified shareholder base, including the Nigerian Stock Exchange, some of the largest banks in Nigeria, private equity firms, investment banks and other corporate and individual shareholders.  With over two decades of operation, serving as the Central Securities Depository for the Nigerian capital market, CSCS has been pivotal to the growth and transformation of the capital market, including its audacious full dematerialization of share certificates and the shortening of settlement cycle in the capital market. CSCS serves as the central depository for equities, commercial papers, corporate bonds, sub-national bonds, certain sovereign bonds, equity-traded funds, real estate investment trusts, mutual funds and commodities. CSCS is licensed and regulated by the Securities and Exchange Commission (SEC). The activities of CSCS are governed by the Investment and Securities Act 2007, the Companies and Allied Matters Act 2004, and the SEC Rules.

For enquiries, contact:

Charles I. Ojo

Company Secretary

cojo@cscs.ng

www.cscs.ng

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A. ORDINARY BUSINESS

1. To receive and consider the company’s audited financial statements for the year ended December 31, 2019 and the Reports of the Directors, Auditors and Statutory Audit Committee.

2. To declare a final dividend.

3. To elect/re-elect Directors.

4. To authorise the Directors to fix the remuneration of the Auditors.

5. To elect/re-elect members of the Statutory Audit Committee.

6. To appoint/re-appoint Auditors.

B.  PROXY

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her/its stead. A proxy need not be a member of the Company. To validate the appointment of a Proxy, a duly completed Proxy Form must be sent to the Company Secretary, Mr. Charles Ojo by e-mail at cojo@cscs.ng or the Company’s Registrars, Africa Prudential Registrars at cxc@africaprudential.com, not less than 48 hours before the time fixed for the meeting. A proxy form is contained in the Annual Report and shall also be made available on the Company’s website at https://staging.cscs.ng.

Dated this 30th day of April, 2020

BY ORDER OF THE BOARD of Central Securities Clearing System Plc:

CHARLES I. OJO

Company Secretary

[sf_button colour=”accent” type=”standard” size=”standard” link=”https://staging.cscs.ng/wp-content/uploads/2020/04/Proxy-Form.pdf” target=”_blank” icon=”fas fa-arrow-alt-circle-down” dropshadow=”no” rounded=”yes” extraclass=””]Download Proxy Form[/sf_button]

1. Proxy

In accordance with the guidelines issued by the Corporate Affairs Commission (CAC) on the conduct of Annual General Meetings via proxies in Nigeria as part of the measures to mitigate the negative effect created by the current Coronavirus (Covid-19) pandemic, the Central Securities Clearing System (CSCS) requests every member who is entitled to attend and vote at the Company’s 26th Annual General Meeting to appoint a proxy from the list of designated individuals to attend and vote in his/her/its stead. Attendance of the Annual General meeting shall be by proxy only.

a. Oscar N. Onyema OON | Board Chairman

b. Eric Idiahi | Non-Executive Director/Shareholder

2. Dividend

A total dividend of N4,300,000,000 (Four Billion Three Hundred Million Naira) that is 86k (Eighty Six Kobo) per share has been recommended by the Board for approval. If approved by Shareholders at the Annual General Meeting, Shareholders whose names are on the Register of Members as at Tuesday 12 May 2020 and who have completed the e-dividend registration and mandate forms will receive direct credit of the approved dividend into their bank accounts on the date of the Annual General Meeting.

3. E-Dividend Mandate

Shareholders are kindly requested to update their records, complete the e-dividend mandate forms and advise the Company, Central Securities Clearing System of their updated records and relevant bank account details for payment of dividend. Detachable forms in respect of mandate for e-dividend payment, unclaimed dividend/stale warrants and shareholder’s data update are attached to the Annual Report. The forms can also be downloaded from the CSCS website at https://staging.cscs.ng. The duly completed forms should be returned to the Company Secretary, Central Securities Clearing System, 14th Floor, Stock Exchange House, 2/4 Customs Street, P.O. Box 3168 Marina, Lagos Nigeria, not less than 48 hours.

4. E-Annual Report

The electronic version of the Annual report is available at https://staging.cscs.ng. Shareholders who wish to receive the electronic version of the Annual Report should provide their email addresses to the Company Secretary, Mr. Charles Ojo via e-mail to cojo@cscs.ng.

5. Statutory Audit Committee

The Company’s Audit Committee consists of 2 shareholders and 2 directors. In accordance with S.359 (5) of the Companies and Allied Matters Act, 1990, any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. The Securities and Exchange Commission in its Code of Corporate Governance for Public Companies require at least one member of the Audit Committee to have basic financial literacy and to be knowledgeable in accounting and financial management. Consequently, a detailed resume disclosing requisite qualification should be submitted with each nomination.

6. Closure of Register of Members

The Register of Members will be closed on Tuesday 12 May 2020 to enable the Registrar prepare for the payment of dividend.

7. Election of Directors

The following directors were appointed to the Board during the course of the year under review. In accordance with the provisions of CSCS Articles of Association, same directors to be presented for the Company’s Shareholders’ approval at the 26th Annual General Meeting are:

i. Mrs Chinelo Anohu (Independent non-Executive Director);

ii. Mr. Ibrahim Dikko (Independent Non-Executive Director); and

iii. Mr. Oluseyi Owoturo FCMR (Non-Executive Director)

8. Re-election of Directors

In accordance with the provisions of the Articles of Association, the Directors due to retire by rotation at the 26th Annual General Meeting and being eligible offering themselves for re-election are:

i. Mr. Uche Ike;

ii. Mr. Eric Idiahi.

9. Profile Details of Directors for Re-election/Approval

The profile details of Directors submitted for approval or re-election are contained in the Company’s Annual Report and on the Company’s website at https://staging.cscs.ng

10. Appointment/ Re-appointment of Auditors

In accordance with S. 357 of the Companies and Allied Matters Act, 1990, the Auditors, due to retire by rotation at the 26th Annual General Meeting and being approved by the Company for presentation to the Company’s Shareholders for re-appointment at the 26th Annual General Meeting is KPMG.

11. Website

A copy of this Notice and other information relating to the meeting can be found at https://staging.cscs.ng

12. Questions from shareholders

Shareholders and other holders of the Company’s securities reserve the right to ask questions not only at the meeting but also in writing prior to the meeting on any item contained in the Annual Report and Accounts. Please send questions, comments or observations to the Company Secretary, Central Securities Clearing System Plc., 13th Floor, Stock Exchange House, 2/4 Customs Street, P.O. Box 3168 Marina, Lagos Nigeria, or by e-mail to cojo@cscs.ng not later than Wednesday 20 May 2020. Questions and answers will be presented during the Annual General Meeting.

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