SKYWAY AVIATION HANDLING : NOTICE OF ANNUAL GENERAL MEETING (AGM)

NOTICE OF 14TH ANNUAL

GENERAL MEETING (AGM)

NOTICE IS HEREBY GIVEN that the 14th Annual General Meeting (AGM) of Skyway Aviation Handling Company Plc will be held electronically on Thursday, 13th June 2024 at 11.00am to transact the following business;

Ordinary Business

1. To receive the Audited Financial Statements for the year ended 31st December, 2023, together with the Reports of the Directors, Auditors and Audit Committee thereon.
2. To declare a dividend.
3. To re-elect the following Directors retiring by rotation

a. Mrs Laila St. Matthew-Daniels	-	Independent Non-Executive Director
b. Dr Bukola Bello-Jaiyesinmi	-	Independent Non-Executive Director
c. Barr Kayode Filani	-	Non-Executive Director
4. To elect/approve the appointment of the following Directors:
a. Mrs Adenike Aboderin	-	Managing Director
b. Mr Abiodun Adegbesan	-	Executive Director

1. To disclose the remuneration of the Managers of the Company
2. To authorize the Directors to fix the remuneration of the External Auditors
3. To elect members of the Statutory Audit Committee.

Special Business by Ordinary Resolutions

1. To approve the remuneration of Directors.
2. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:
   'That the general mandate given to the Company to enter into recurrent transactions of a revenue or trading nature with related parties or interested persons for the Company's day-to-day operations, be and is hereby renewed.'

Voting by Interested Persons:

In line with the provisions of Rule 20.8 (2)(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 9 above.

Dated the 26th Day of April, 2024

By Order of the Board.

___________________

Jesuyemisi Odeyemi

Company Secretary

FRC/2023/PRO/ICSAN/002/887904.

SACHO Complex,Cargo Terminal,

MMIA, Ikeja, Lagos State

NOTES:

1. Proxy

A member of the Company entitled to attend and vote at the Meeting may appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. A proxy form is attached to the Annual Report and Accounts. It may also be downloaded on the Company website at www.sahcoplc.com. All instruments of proxy should be completed, duly stamped and forwarded to the Company Secretary, Ms. Jesuyemisi Odeyemi by e-mail at jesuyemisiod@sahcoplc. com or deposited at the office of the Company's Registrars, Apel Capital Registrars Limited, 8, Alhaji Bashorun Street, Off Norman Williams Street, Ikoyi, Lagos, Nigeria not later than 48 hours before the time of holding the Meeting.

3. Virtual Meeting Link

Further to the provisions of the Business Facilitation (Miscellaneous Provisions) Act 2022, which allows public companies to hold meetings electronically, the

13th Annual General Meeting would be held virtually. The virtual meeting link for the AGM live streaming will be made available on the company website at www.sahcoplc.com and other social media platforms.

1. Closure of Register of Members and Transfer Books
   The Register of Members and Transfer Books of the Company will be closed from Monday, 27th May to Friday, 31st May 2024 (both days inclusive) for the purpose of updating the Register of Members and preparation for payment of Dividend.
2. Dividend
   The Board of Directors of the Company has recommended a dividend of 30k (Thirty Kobo) per share, which is payable less the appropriate withholding tax at the time of payment. If the recommendation is approved at the Meeting, the accounts of shareholders with the appropriate e-dividend mandate, and

whose names appear on the Register of Members as at the close of business on 24th May, 2024, will be credited on Thursday, 13th June 2024.

1. Unclaimed Share Certificates and Dividend Warrants
   Shareholders are hereby informed that a number of share certificates and dividend warrants have been returned to the Registrars as 'unclaimed'. Any shareholder affected by this notice is advised to contact the Company's Registrars, Apel Capital Registrars Limited, 8, Alhaji Bashorun Street, Off Norman Williams Street, Ikoyi, Lagos, Nigeria.
2. E-Dividend
   Notice is hereby given to all shareholders to open bank and CSCS accounts for prompt receipt of dividend payments and in accordance with the directive from the Securities and Exchange Commission. Details of such accounts should be sent to the Registrars. A detachable e-dividend form is attached to the Annual Report and Accounts.
3. Nominations to the Audit Committee
   In accordance with Section 404 (6) of the Companies and Allied Matters Act 2020, any member may nominate another member of the Company to the Audit Committee, by giving written notice, of such nomination to the Company Secretary at least 21 days before the Annual General Meeting and any nomination not received prior to the Meeting is invalid. Kindly note that the provisions of the code of corporate governance issued by the Securities and Exchange Commission (SEC) indicates that some of the members of the Statutory Audit Committee should have basic financial literacy and be knowledgeable in internal control processes. In view of the foregoing, nominations to the Statutory Audit Committee should be supported by the Curricula Vitae of the nominees.
4. Re- Election and Election of Directors

In accordance with the provisions of Sec 285 of CAMA 2020 the Directors to retire by rotation at the AGM are Mrs Laila St. Matthew-Daniel, Dr Bukola Bello-Jaiyesinmi and Barr Kayode Filani, being eligible, are offering themselves for re-election.

1. Profile of Directors
   The profile of all Directors is available for viewing on the Company's website at www.sahcoplc.com.
2. Rights of Securities Holders
   Shareholders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such written questions must be submitted to the Company Secretary, on or before Friday, 7th June 2024.
3. E-AnnualReport
   The electronic version of this notice as well as the annual report (e-annual report) for 2023 financial year can be downloaded from the Company's website www.sahcoplc.com. The e-annual report will be emailed to all Shareholders who have provided their email addresses to the Registrars. Shareholders who wish to receive the e-annual report are kindly requested to send an email to [e-mail].

SKYWAY AVIATION HANDLING CO. PLC

Corporate Headquarters: Sahco Complex Cargo Terminal, Murtala Mohammed International Airport, P.M.B 21768, Ikeja, Lagos.

[e-mail]

www. sahcoplc.com

@sahconigeria

PROXY FORM

[PLEASE COMPLETE THIS FORM IN CAPITAL LETTERS]

The 14th Annual General Meeting (AGM) of Skyway Aviation Handling Company Plc will be held electronically on Thursday, 13th June 2024 at 11.00am

I/We

being a member(s) of SKYWAY AVIATION HANDLING

COMPANY PLC (SAHCO), hereby appoint

or failing him the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held on Friday, 23rd June, 2023 and at any adjournment thereof.

Resolutions

Ordinary Business

Proxy Tick (X) against the name of the individual you are appointing

			VOTE IN	VOTE
			FAVOUR	AGAINST	ABSTAIN
1.	To receive the Audited Financial Statements for the year ended 31st December,
	2023, together with the Reports of the Directors, Auditors and Audit Committee
	thereon.
2.	To declare a dividend.
3.	To re-elect the following Directors retiring by rotation
	a. Mrs Laila St. Matthew-Daniels -	Independent Non-Executive Director
	b. Dr Bukola Bello-Jaiyesinmi	-	Independent Non-Executive Director
	c. Barr Kayode Filani	-	Non-Executive Director
4.	To elect/approve the appointment of the following Directors:
	a. Mrs Adenike Aboderin	-	Managing Director
	b. Mr Abiodun Adegbesan	-	Executive Director
5.	To disclose the remuneration of the Managers of the Company
6.	To authorize the Directors to fix the remuneration of the External Auditors
7.	To elect members of the Statutory Audit Committee.

Special Business by Ordinary Resolutions

8. To approve the remuneration of Directors.

9. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:

'That the general mandate given to the Company to enter into recurrent transactions of a revenue or trading nature with related parties or interested persons for the Company's day-to-day operations, be and is hereby renewed.'

Voting by Interested Persons:

In line with the provisions of Rule 20.8 (2)(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 9 above.

Notes

A. Individuals designated for appointment as Proxy

1. In order to attend and vote at the 13th Annual General Meeting of SAHCO PLC, a duly completed and signed copy of this Proxy Form and Admission Form must reach the Company Secretary, Ms. Jesuyemisi Odeyemi (as in the Notice) by e-mail at [e-mail] or the physical copy returned to the registered office of the company at SAHCO Complex, Cargo Terminal, Murtala Muhammed International Airport, Ikeja, Lagos Nigeria, not less than 48 hours before the meeting.
2. In the case of Joint Shareholders, any of them may complete the form, but the names of all Joint Shareholders must be stated.
3. If the Shareholder is a Corporation, this form must be executed under its Common Seal or under the hand of some of its officers or an attorney duly authorized.
4. In accordance with the provisions of the Stamp Duties Act, Cap. S8, Laws of the Federation of Nigeria, 2004, this Proxy Form must bear appropriate stamp duty. The cost of which will be borne by the company.
5. The Proxy must produce the duly completed Admission Card sent with this Proxy Form to gain entrance to the meeting.

Please indicate with an "X" in the appropriate column how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the Proxy will vote or abstain from voting at his/her/its discretion.

Dated this D D day of M M 2024

Name of Shareholder

Shareholder A/C no:

Number of Shares:

Shareholder's Signature

ADMISSION

Please admit the duly appointed Proxy to the 13th Annual General Meeting of Skyway Aviation Handling Company Plc. to be held virtually on Friday 23rd June 2023.

Name of Proxy attending:

No. of Shares held:

Signature of person attending

SKYWAY AVIATION HANDLING CO. PLC

Corporate Headquarters: Sahco Complex Cargo Terminal, Murtala Mohammed International Airport, P.M.B 21768, Ikeja, Lagos.

[e-mail]

www. sahcoplc.com

@sahconigeria