Investor Presentaiton

The Country and its institutions Business Organisation Labour and Social and Regulation Security Regulations The Nigerian Financial Services Industry Tax System Foreign Exchange Transactions Investment in Nigeria Accounting and Auditing Requirements Importation of Goods Exportation of Goods COVID-19 - Economic and Fiscal Measures At the annual general meeting, the shareholders cannot approve any amount exceeding the amount recommended by the directors, as dividend. In general, and as may be provided in the articles of association, the directors may declare and pay interim dividends between one annual general meeting and another. 2.10 Bonus (Scrip) Issue A company having accumulated earnings or reserves may distribute stock dividends (bonus shares) out of those earnings. The earnings are thereby capitalised and share certificates will be issued proportionally to existing shareholders. 2.11 Statutory Books of Account The CAMA requires every Nigerian company to keep proper books of account that give a true and fair view of the state of the company's affairs and are sufficient to explain its transactions. Such books must be kept at the company's registered office or such other place in Nigeria as the directors think fit and shall at all times be open to inspection by the officers of the company. In addition, a company must keep the following statutory books: . Register of members; . . Minutes book (to record proceedings at meetings of shareholders and directors and committee meetings, if any); Register of directors and secretaries; Register of charges (to record every charge created by the company, for example, a mortgage of the company's real estate, a floating charge on all assets from time to time or a charge relating to debenture issue); • Register of shares or stock transfers; Register of directors' interests in shares and debentures; and Register of debenture holders. 2.12 Patents, Designs, Trademarks and Copyrights There are detailed pieces of legislation for the protection of proprietors of registered patents, designs, trademarks and copyright. Of particular importance are: • . Patents and Designs Act, Cap P2, LFN, 2004; Trade Marks Act, Cap T13, LFN, 2004; and A trademark is any mark used or proposed to be used in relation to goods to indicate a connection in the course of trade between the goods and some persons having the right either as a proprietor or as a registered user of the mark. Trademarks are registrable at the Trademarks Registry, Abuja. Registration of a trademark confers on the person registering it, a right to the exclusive use of that trademark for a period of seven (7) years, which may be renewed from time to time. Patents and designs, on the other hand, relate only to inventions. An invention can be patented if it is new, results from inventive activity and is capable of industrial application, or if it constitutes an improvement upon a patented invention. This must also be registered to be protected. The right to patent and design in respect of an invention is vested on the statutory inventor, that is, the person, whether or not the inventor, who is the first to file or validly claim priority for a patent or design application in respect of an invention. A patent expires after twenty (20) years from the date of registration, while a design is effective in the first instance for five (5) years but renewable for two (2) consecutive periods of five (5) years each. Unlike the other intellectual property rights discussed above, copyright does not require registration since it automatically applies to creative works as soon as they are created. The works eligible for copyright protection include literary, musical and artistic works, cinematograph films, sound recordings and broadcasts. To be eligible, however, such work must be original. A copyright is valid for fifty (50) years in the case of broadcasts, sound recordings and cinematograph, and seventy (70) years for literary and musical works. 2.13 Coastal and Inland Shipping (Maritime Cabotage) The Coastal and Inland Shipping (Cabotage) Act, No. 5 of 2003, was enacted in April 2003. The main thrust of the Act is to restrict the use of foreign vessels in domestic trade, in order to encourage the indigenisation of domestic coastal trade. "Coastal trade" is defined as carriage of goods by vessels or other mode of transportation from one place in Nigeria, or above Nigerian waters, to any other place in Nigeria or above Nigerian waters, either directly or via a place outside Nigeria. "Carriage of goods" is defined to include the carriage of goods in relation to the exploration, exploitation or transportation of the mineral or non-living natural resources in Nigeria. A Bill for the amendment of the Cabotage Act, which seeks to modify the definition of "coastal trade" and bring rigs and similar vessels within the purview of the Act, is currently pending before the National Assembly. Under the Cabotage Act, the Minister of Transport has power to grant approvals and waivers, and to issue guidelines on the administration of the Act. The Minister may grant a waiver to a duly registered foreign vessel, where there are no credible Nigerian alternatives. 29 Copyright Act, Cap C28, LFN, 2004. Investment in Nigeria Guide - 8th Edition KPMG

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