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.
Annual General Meeting (AGM). 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.
Questions
About annual general meeting (agm)
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.
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