What Is an AGM (Annual General Meeting)?

For ordinary shareholders in NGX-listed companies, the AGM is the most direct opportunity to participate in the governance of the companies you own. Even if you choose not to attend, understanding what happens at AGMs — and how to exercise your rights remotely via proxy — is an important part of being an informed investor.

Last reviewed: 3 August 2026

Definition

An Annual General Meeting (AGM) is a formal yearly meeting of a company's shareholders, required under the Companies and Allied Matters Act (CAMA) for all Nigerian companies including NGX-listed companies. It is the primary forum at which shareholders exercise their rights to vote on key company decisions, receive information about the business, and hold the board accountable.

What is discussed and voted on at an AGM

Standard business at an NGX company AGM typically includes: presentation of the annual report and audited financial statements; approval of the final dividend (if recommended by the board); election or re-election of directors; appointment and remuneration of auditors; and any special resolutions proposed by the board or shareholders. Special resolutions may cover matters such as increasing authorised share capital, amending the company's articles of association, or approving significant transactions.

Notice and AGM timing

Under CAMA and NGX rules, listed companies must give shareholders advance notice of the AGM — typically at least 21 days. The notice sets out the date, time, venue, and agenda for the meeting. Listed companies must also file AGM notices with NGX. Shareholders receive notice at their registered address on the CSCS register — keeping your address current ensures you receive notices.

Shareholder participation rights

All registered shareholders have the right to attend AGMs. To attend, you typically need to present evidence of your shareholding — your CSCS account confirmation or share certificate — and a valid ID at the registration desk. Shareholders may ask questions of management and the board during the meeting. This right to question and receive information is one of the practical benefits of direct share ownership.

Proxy voting

If you cannot attend in person, you can appoint a proxy — any person you choose — to attend and vote on your behalf. The proxy form is included with the AGM notice. You complete it with your voting instructions on each resolution, sign it, and return it to the registrar before the stated deadline (typically 48 hours before the meeting). Your proxy is bound by your written instructions.

How resolutions are passed

Ordinary resolutions — such as dividend approval and director elections — require a simple majority of votes cast. Special resolutions — such as amending the company's articles or approving certain capital transactions — require a higher threshold, typically 75% of votes cast. After the AGM, companies are required to file the results of all resolutions with NGX and SEC Nigeria.

Frequently asked questions

Do I have to attend an AGM?

No. Attendance is a right, not an obligation. If you choose not to attend, you can appoint a proxy to vote on your behalf, or simply allow the meeting to proceed without your participation. Your shares and dividends are not affected by non-attendance.

Can I vote electronically at Nigerian company AGMs?

Some Nigerian listed companies have introduced electronic voting options. Whether e-voting is available depends on the specific company. Check the AGM notice for the company you are interested in — it will state all available participation options.

What is an EGM — is it different from an AGM?

An Extraordinary General Meeting (EGM) is a shareholder meeting called outside the regular annual cycle, typically for urgent business that cannot wait until the next AGM — such as approving a major acquisition, a merger, or an urgent rights issue. The same shareholder rights apply at an EGM as at an AGM.

How do I find out when a company's AGM is?

AGM notices are filed with NGX and published on the NGX platform. They are also sent directly to registered shareholders at their CSCS-registered address. You can also check the company's investor relations website.

Can shareholders propose resolutions at an AGM?

Under CAMA, shareholders holding a minimum percentage of shares can requisition the addition of items to the AGM agenda. The specific threshold and notice requirements are set by CAMA and the company's articles of association. This is an advanced right most retail investors do not exercise.

Important disclaimer

This page is for general information and educational purposes only. It does not constitute legal advice. AGM rules are governed by CAMA, NGX regulations, and individual company articles of association — all of which may change. For specific legal queries about your rights as a shareholder, consult a qualified Nigerian solicitor. Shares Saver does not provide legal advice.