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COMPLAINT MANAGEMENT POLICY
VITAFOAM NIGERIA PLC
1. Scope: This policy sets out the manner and circumstances in which Vitafoam shareholders may contact Vitafoam and how Vitafoam will provide assistance in addressing shareholders' concerns. It also provides the opportunity for Vitafoam shareholders to provide feedback to Vitafoam on matters that affect shareholders. This policy only relates to Vitafoam shareholders, and does not extend to Vitafoam's customers, suppliers or other stakeholders. Vitafoam's share registry (Meristem Registrar) has its own resolutions handling procedures and policies, which are not governed by this policy. The share registry may be contacted on the details provided in section 13 of this policy.
2. Objective: This policy is designed to ensure enquiries and complaints from Vitafoam's shareholders are managed in an efficient, fair and timely manner. It enables Vitafoam's shareholders to access the appropriate Vitafoam contacts who will handle their specific complaints, resolutions and feedback.
3. Vitafoam's commitment: Vitafoam is committed to providing high standards of services for shareholders, including:
• Providing efficient and easy access to shareholders' information;
• Enabling shareholders to have shareholder related matters acknowledged and addressed; and
• Providing the means for shareholders' enquiries and complaints to be appropriately handled.
4. Terminology: Unless otherwise described in this policy, the following terms and definitions apply throughout this policy:
• Vitafoam means the company Vitafoam Nigeria PLC (RC 3094), which has ordinary shares quoted on the Nigerian Stock Exchange
• Shareholder means the registered owner of ordinary shares in Vitafoam.
5. Procedures for shareholders to make enquiries and complaints: There are a number of ways shareholders can access relevant information about their shareholdings and make related enquiries and complaints. a) Shareholders can access detailed information on Vitafoam's website at www.vitafoam.com.ng to assist shareholders with managing their shareholdings, including:
• Dividend history;
• Calendar of key dates;
• Useful shareholders forms;
• Frequently asked questions etc.
b) Contact of the Registrar: Shareholders who wish to make an enquiry or complaint about their shareholding should initially contact Vitafoam's Registrar (see the contact details set out in section 13 of this policy). The share registry manages all the registered information relating to all shareholdings, including:
• Shareholder name(s);
• Shareholder address;
• Whether information is sent to shareholders by email or post;
• Whether shareholders wish to receive the annual report; and
• Dividend payment instructions.
c) Contact of Vitafoam's Company Secretary: If the share registry is unable to satisfactorily fulfill shareholders' enquiries and resolve complaints then shareholders should contact Vitafoam's Company Secretariat (see the contact details set out in section 14 of this policy).
6. Enquiries and complaints to Vitafoam: Vitafoam is committed to responding to shareholders' enquiries and complaints fairly and promptly, whether by email, telephone, or post. Once the enquiry has been received, the Company Secretariat will: a. Carefully listen and consider the enquiry or complaint; b. Record all relevant details; c. Confirm the particulars received (if the enquiry is by phone); d. Explain the options available; e. Clearly and concisely articulate a response; f. Refer and escalate to the Registrar (if required); and g. Follow-up and keep the shareholder informed (if required), until the matter is satisfactorily resolved.
7. Vitafoam's response: Vitafoam will commence an investigation into the enquiry or complaint within one business day of receiving notice from the shareholder. Vitafoam will provide a response within a reasonable period, and not later than five business days. If Vitafoam is not in a position to respond within five business days, then Vitafoam will contact the shareholder to acknowledge receipt of the enquiry or complaint and confirm that the matter is being investigated. Delays may be experienced in some situations, including where documents need to be retrieved from storage. Vitafoam will respond using the same or similar medium that was used for the initial enquiry, whether by email, phone, post or fax, unless otherwise notified to or agreed with the shareholder.
8. Vitafoam will record enquiries and complaints: Vitafoam will record details about an enquiry or complaint to assist in the thorough investigation of the matter, which may include recording all or some of the following information: ii The date that the enquiry or complaint was received; E Name of the shareholder; El Shareholder Reference Number (SRN) or Holder Identification Number (HIN); iii Telephone number or other contact details; Ei Nature of enquiry or complaint; ii What the shareholder is seeking; ii Whether there is any cost associated; m Action taken; and ii Copy of all correspondence sent to the shareholder.
9. Vitafoam will liaise with the Registrar: During the course of investigating a shareholder's enquiry, complaint or feedback, Vitafoam may liaise with the company's share registry. If necessary, Vitafoam's engagement with the share registry will include:
• Ascertaining the facts;
• Determining what action has been undertaken by the Registrar (if any); and
• Coordinating a response with the assistance of the Registrar.
10. Escalating an enquiry or complaint: If the circumstances require, a shareholder enquiry or complaint that is received by Vitafoam may be escalated to Vitafoam's Executive Management, and if necessary, to Vitafoam's Group Managing Director.
11. Resolving an enquiry or complaint: Once Vitafoam has received an enquiry or complaint, Vitafoam will then: E Commence an investigation; ii Determine whether the enquiry or complaint relates to a breach of legislative or regulatory requirements and if so, determine what notification to the regulatory body is appropriate (if any); E Determine the course of action; and ii Communicate the response to the shareholder.
12. Registrar Contact Details:Vitafoam's Registrar may be contacted using the following details: The Registrar, Meristem Registrars Limited. No. 213, Herbert Macaulay Way, Adekunle — Yaba, Lagos. Telephone: 01- 8920491-2, 01-2809250-3 E-mail: firstname.lastname@example.org Website: www.meristemregistars.com
13. Vitafoam's Secretariat: Shareholders seeking more information about the company are invited to contact the office of Company Secretary at: Vitafoam Nigeria PLC Head Office, No. 140 Oba Akran Avenue, Ikeja. E-mail: email@example.com Website: www.vitafoam.com.ng
14. General Vitafoam Enquiries: All general enquiries regarding Vitafoam should be directed to the company's head office at: Vitafoam Nigeria PLC Head Office, No. 140 Oba Akran Avenue, Ikeja. E-mail: firstname.lastname@example.org Website: www.vitafoam.com.nq
15. Nigeria Stock Exchange (NSE) and Securities & Exchange Commission: Vitafoam's shares are traded on the floor of the Nigerian Stock Exchange in Lagos, Nigeria. Vitafoam is therefore subject to the regulatory framework of the Exchange with respect to shares' management and corporate governance issues.The Exchange will therefore be notified of issues relating to shareholders' complaint that prove difficult toresolv either by the Company or its Registrar.In exceptional circumstances, the Securities & Exchange Commission as a government regulatory body may be contacted to arbitrate over serious shareholders' complaints and give necessary direction to the parties involved.
16. Publication: This policy is available on Vitafoam's website at www.vitafoam.com.ng. A copy of the policy may be requested by contacting The Company Secretariat (see section 14 of this policy for contact details).
17. Resources: Vitafoam will make available sufficient resources so that shareholders' enquiries and complaints may be dealt with adequately, and in an efficient and timely manner. Where changes to systems, policies and procedures are required, Vitafoam will investigate potential solutions and apportion resources where necessary.
18. Charges and Fees: Wherever possible, and subject to statutory requirements, Vitafoam will not charge shareholders for making enquiries, giving feedback, providing a response towards resolving an issue. Shareholders are regularly informed that in some circumstances the share registry may charge shareholders, including resending old dividend statements upon request by shareholders.
19. Review: Vitafoam will regularly review this policy and the procedures concerning shareholders' enquiries, complaints and feedback. As part of the review, Vitafoam will identify and analyse systemic and recurring problems and put in place remedial actions to prevent recurrence of similar problems. Any changes or subsequent versions of this policy will be published on Vitafoam's website.
THIS POLICY WAS APPROVED BY THE BOARD OF DIRECTORS OF VITAFOAM ON 21ST DECEMBER, 2015
SECURITIES TRADING POLICY
VITAFOAM NIGERIA PLC RC3094
1. Policy Statement
The Company is committed to upholding highest ethical and moral standard in the conduct of her business and in all dealings amongst employees and with all persons, corporate or individual dealing with the company or any of her employees in the course of business. This policy therefore aims to instill a culture of abhorrence of unethical practices by creating securities trading procedures for management and those in possession of market sensitive information.
2. Objective of the Policy The aim of this policy is to eradicate all forms of inappropriate conducts, fraudulent acts and unethical practices within the company as it relates to dealings in stock on the floor of the Nigerian Stock Exchange.
3. Application of the Policy This policy shall apply to anyone who by roles in the Company come in possession of price sensitive information and who can easily use such information to his or her advantage.
The ordinary shares of the Company are listed on the Nigerian Stock Exchange ("NSE"). This Vitafoam Securities Trading Policy ("the Policy") regulates the sale and purchase of shares in the Company by its Directors, Executive Management, Employees (officers), Audit Committee Members, External Auditors, Financial Advisers and other professional bodies and anyone who by chance has information that is price sensitive.
In this Policy:
Board means the Board of the Company; Inside Information means information that is not disclosed or generally available and, if it were disclosed or generally available, a reasonable person would expect it to have a material effect on the price or value of the Company's shares.
Policy means this Securities Trading Policy as amended from time to time; and Senior Management means Executive Management employees of the Company who manage the Company pursuant to the directions and delegations of the Board.
6. Securities Trading:
6.1 This Policy aims to reduce the risk of insider trading and ensure that the Company's directors, officers, Audit committee members, Auditors etc are aware of the legal restrictions on trading shares in the Company whilst in possession of Inside Information concerning the Company.
6.2 In addition, the Policy sets out when trading in the Company's shares by directors, officers and others is not permitted. Restrictions on trading are imposed by the Company to reduce the risk of insider trading and to minimize the chance that misunderstandings or suspicions arise that the Company's directors, officers, or employees are trading while in possession of Inside Information.
6.3 For the purposes of this Policy, trading in the Company's shares also extends to other securities issued by the Company (if any).
6.4 For the purposes of this Policy, trading or dealing includes not only trading directly by the company's directors, senior management or employees, but also by any entity in which they control.
6.5 A breach of this Policy is serious and may lead to disciplinary action, including dismissal to officers. It may also be a breach of the law.
7. Insider Trading
7.1 The Listing Rules of the Nigerian Stock Exchange:
• Prohibits all Directors, persons discharging managerial responsibility and Advisers of the Company and their connected persons from dealing in any transaction involving the purchase or sale of the Company's securities during prohibited or closed periods or during any other period as may be specified by the Company from time to time; or
• Requires all Directors, persons discharging managerial responsibility and persons closely connected to them as well as all insiders of the Issuer to notify the Company in writing through the Company Secretary of the occurrence of all transactions conducted on their accounts in the shares of the Company and the Company shall maintain a record of such transactions which shall be provided to the Exchange within two days of request.
8.1 Consistent with the insider trading provisions of the Investment and Securities Act and the Listing Rules of The Exchange, all of the Company's directors, officers and employees are prohibited from trading in the Company's shares while in possession of Inside Information concerning the Company.
8.2 Directors, officers and employees should never communicate any Inside Information to any other person, including family members and associates. In addition, directors, officers and employees are prohibited from trading in the Company's shares during prohibited trading period:
8.3 In order to ensure compliance with this Policy, all officers must discuss any proposed dealing with (and obtain written approval from) the Company Secretary or a director prior to trading Company shares at any time.
8.4 Any trading activity by the Company's officers and employees that is not specifically restricted by this Policy shall not be subject to this Policy or any of the restrictions and obligations imposed by this Policy.
9. Price Sensitive Information Price sensitive information are itemized in the Listing Rules of The Exchange to include:
1. Changes in the Directorate of the company;
2. The death, resignation, dismissal or appointment of a principal officer;
3. Change in the Accounting year end;
4. Annual and Interim Results or any recommendation or decision regarding dividend or srip issue;
5. Profit warning or change in financial forecast;
6. Proposed capital raising or restructuring exercise or changes in the capital structure;
7. Giving or receiving a notice of intention to make a takeover or mergers, or acquisitions or tender offers or divestment;
8. Any proposed change in the business model or general character or nature of the business of the company or of the group;
9. Major new developments in the company's sphere of activities including major new products, contract awards and expansion plans;
10. Any change in voting control or in beneficial ownership of the securities carrying voting control;
11. Any proposed alteration of the Memorandum or Articles of Association; Any other information necessary to enable Shareholders to appraise the position of the company and to avoid the establishment of a false market in the shares of the company 10 Prohibited Trading Period Prohibited trading period shall be 15 days immediately prior to the date of any meeting of the Board of Directors proposed to be held to consider any price sensitive information or the date of circulation of agenda papers or notification pertaining to any price sensitive information whichever is earlier, up to 24 hours after the price sensitive information is submitted to The Exchange.
11. Disclosure of Directors' Interests
When advising the NSE of any change to a notifiable interest of a director of the Company, the Company must ensure that the NSE be advised whether this occurred during a closed period where prior written clearance was required for the trading, and if so, whether prior written clearance was provided.
12. Trading Excluded from the Restrictions of this Policy Trading by the Company's officers and employees in the following circumstances are excluded from the restrictions in this Policy:
1. Where ordinary shares in the Company are acquired by conversion of securities giving a right of conversion to ordinary shares;
2. Where securities are acquired under a bonus issue made to all holders of securities in the same class;
3. Transfers of securities already held into a superannuation fund or other saving scheme in which the person is a beneficiary;
4. Where securities are acquired under a dividend reinvestment plan that is available to all holders of securities in the same class;
5. Where securities are traded or acquired under an on — market buy back or any rights offer or share purchase plan;
6. Accepting into a takeover offer;
7. A disposal of securities in the Company that is the result of secured lender exercising their rights;
8. Trading under a non-discretionary trading plan for which prior written clearance has been provided where the trading plan was not entered into or amended during a closed period and where the trading plan does not permit officers to exercise any influence or discretion over how when or whether to trade;
9. Where a restricted person is a trustee, trade in the securities of the Company by that trust provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person.
13.0 Review of Policy
This Policy will be reviewed by the Board on a regular basis having regard to the changing circumstances of the Company and any changes are to be notified to any affected persons.
THIS POLICY WAS APPROVED BY THE BOARD OF DIRECTORS OF VITAFOAM ON 21ST DECEMBER, 2015