Apr 2017 Financial News

Trinidad Cement Limited - Notice of Annual Meeting

Apr 25, 2017

Notice is hereby given that the ANNUAL MEETING of TRINIDAD CEMENT LIMITED for the year ended December 31, 2016 will be held at the Ballroom, Trinidad Hilton and Conference Centre, Lady Young Road, Port of Spain, Trinidad, on Friday, May 26, 2017 at 5:00 p.m. for transaction of the following business:

ORDINARY BUSINESS
1. To receive and consider the Report of the Directors and the Audited Financial Statements for the financial year ended December 31, 2016 with the Report of the Auditors thereon;
2. To elect Directors;
3. To appoint Auditors and authorize the Directors to fix their remuneration for the year ending December 31, 2017;
4. To authorize the Board of Directors to fix the remuneration of the Directors; and
5. To transact any other business that may be properly brought before the meeting.

SPECIAL BUSINESS
1. To consider and if thought fit, approve the following ordinary resolution relating to the confirmation of an amendment to Paragraph 4.1 of By-Law No. 1 of Trinidad Cement Limited:

WHEREAS:
i. Paragraph 4.1 of By-Law No. 1 of the Company states (inter alia) that the majority of directors of the Company must be persons resident in the West Indies;
ii. Subsequent to the Offer and Take-Over bid issued by Sierra Trading on December 5, 2016, Sierra Trading became the majority shareholder of Trinidad Cement Limited, owning 69.83% of the Company’s total issued and outstanding ordinary shares;
iii. The TCL Board has considered that the new majority shareholder, should have available, the option of appointing a majority of directors to the Board, if they so choose.
iv. However, based on the geographical profile of Sierra Trading, an indirect subsidiary of Cemex, S.A.B. de C.V., which is incorporated in Mexico and operates in over 50 countries worldwide, it is unlikely that the directors nominated by Sierra Trading would be resident in the West Indies. Accordingly, the said sentence in Paragraph 4.1 is unduly restrictive and no longer relevant, in light of the current majority shareholder of the Company;
v. In the circumstances, the Board of Directors of Trinidad Cement Limited at its meeting held on March 16, 2017, by resolution, amended the said Paragraph 4.1 to delete the last sentence which reads “The majority of directors must be persons resident in the West Indies.”, subject to the confirmation, amendment or rejection of the amendment by the shareholders at the next Annual Meeting of the Company.

“BE IT RESOLVED THAT:
The amendment of Paragraph 4.1 of By-Law No. 1 of Trinidad Cement Limited by the Board of Directors on March 16, 2017 to delete the last sentence thereof which reads: “The majority of directors must be persons resident in the West Indies.” be and is hereby confirmed by the shareholders of the Company, effective as of May 26, 2017 in accordance with Section 66 of the Companies Act, Chap. 81:01.”

Notes
1. Record Date
The Directors have fixed Friday, April 21, 2017 as the record date for shareholders entitled to receive notice of the Annual Meeting. Shareholders listed on the Register of Members as at the close of business on that date will be sent formal notice of the Meeting along with a proxy form, by mail. A list of such shareholders will be available for examination by shareholders at the registered office of the Trinidad & Tobago Central Depository, 10th Floor, Nicholas Tower, 63-65 Independence Square, Port of Spain, during usual business hours and at the Annual Meeting.

2. Proxies
Members of the Company entitled to attend and vote at the Meeting are allowed to appoint one or more proxies to attend and vote instead of them. A proxy need not also be a member. Where a proxy is appointed by a corporate member, the form of proxy should be executed under seal or signed by some officer or attorney duly authorized.

To be valid, the proxy form must be completed and deposited at the registered office of the Trinidad & Tobago Central Depository, 10th Floor, Nicholas Tower, 63-65 Independence Square, Port of Spain, not less than 48 hours (excluding non-business days) before the time fixed for holding the Meeting.

3. Annual Reports
Members of the Company are hereby reminded that Annual Reports for the year ended December 31, 2016 were mailed to shareholders listed on the Register of Members as at Friday, April 7, 2017. This report is also available on the Company’s website: www.tclgroup.com.

BY ORDER OF THE BOARD

KATHRYNA BAPTISTE
COMPANY SECRETARY

April 21, 2017
 

Source:
The Trinidad and Tobago Stock Exchange Limited
Tuesday April 25, 2017