Terms of Investment

The investment terms and details apply to all Ornagle subsidiaries.

Authorized by:
Egeh Divine-Favour Chinomso and Victor Ogbe Ojoajogwu
Ornagle founders.

1. PURPOSE OF THE CONTRACT

This contract outlines the terms of the Investor’s investment in the Company, including share allocation and associated rights. It protects the Investor’s financial interests, the Company’s interests, the Company’s confidential information, ensures transparent management of funds, and governs share transfers and succession procedures. Additionally, it establishes a framework for fair dispute resolution.

2. SHARE STRUCTURE

The Company’s shares are categorised as follows:

Class A Shares:
  • Available to regular investors.
  • Each share grants 1 vote.
Class B Shares:
  • Each share grants 10 votes.
  • Not available for public purchase.
Class C Shares:
  • Available to investors but without voting rights.
Valuation and Availability:
  • Share valuation disclosed at moment of investment.
  • The Company has created a total of 100 shares, representing the entirety of its ownership structures. Number of currently available shares for purchase shall be disclosed at moment of investment
  • Shares of all classes are equal in financial value; the differences lie in voting and decision-making rights.

3. INVESTMENT

Stock Purchase:
  • Investor invests cash for a portion of the Company’s ownership, as redeemable Class A shares.
Investment Period:
  • The minimum investment period is five (5) years.
  • Investors may not withdraw or sell shares during this period.
  • After the five-year period, investors may:
    • Withdraw investments at the Company’s appraised value.
    • Sell shares to third parties, subject to a Right of First Refusal (ROFR) by the Company or existing shareholders.
Extra:
  • The Investor has the ability to top-up their initial investment by purchasing additional shares whenever the Company offers more shares for sale. The Investor agrees that subsequent investments may not warrant the issuance of new documents and/or certificates. Such additional investments may be recorded in an online ledger that may not necessarily require signatures.
  • All active investors have the title of “Shareholder.”

4. STOCK ADJUSTMENTS

The Company reserves the right to:

  • Split or reverse-split stocks to manage equity structure.
  • Adjust the total share value proportionally without affecting investors’ stakes.

5. DIVIDEND POLICY

Dividend Distribution:
  • Dividends are discretionary and based on the Company’s profitability and operational needs.
  • The initial Dividend Payout Ratio is set at 3% of the Company’s net income allocated proportionally to shareholders.
  • Dividends will be distributed annually on December 20 (Investors’ Day) unless otherwise announced.
Ex-Dividend Clause:
  • Declaration Day is the day when the Company announces its dividend Distribution date
  • Investments made less than seven (7) days before Declaration Day are ineligible for dividends in that cycle.
  • Top-up investments after Declaration Day will accrue dividends in the subsequent cycle.
Suspension of Dividends:
  • The Company may pause or postpone dividend payouts to maintain financial health.
  • Investors acknowledge dividends are a reward, not a right.

6. MANAGEMENT AND CONTROL

Governance Structure:
  • The Company is managed by its Executives and controlling shareholders.
  • Majority shareholders approve Board members and executive hires.
Voting Rights:
  • Class A shareholders receive 1 vote per share.
  • Class B shareholders receive 10 votes per share.
  • Class C shareholders have no voting rights.
Threshold for Decision Making:
  • Class A shareholders with ownership totalling 0.5% or more of the Company have the right to vote on Board actions.
  • Majority voting interest determines corporate policies.

7. INVESTOR MEETINGS

Special Meetings:
  • Can be called by the Board, Chairman, CEO, Managing Director, or shareholders holding at least 15% of total voting power.
  • Of these special meetings, the Chief Executive Officer, the Managing Director, Chairman or Chairmen of the Board of Directors of the Company must all be present.
Notice Period:
  • Shareholders must receive a 14-day advance notice for all special meetings.

8. USE OF FUNDS

Investment proceeds will be allocated to:

  • Technology upgrades.
  • Operational expenses and expansion.
  • Marketing and customer acquisition.
  • Logistics infrastructure.

9. DISSOLUTION OR SALE OF SHARES

  • Shares are transferable after the five-year lock-in period.
  • Before selling to third parties, the Investor must offer shares to the Company or existing shareholders under the Right of First Refusal (ROFR).
  • Upon selling shares, the Investor relinquishes all financial and voting rights associated with those shares.

10. CONFIDENTIALITY

Investors agree to maintain confidentiality regarding:

  • Company financials.
  • Operational strategies.
  • Proprietary technology.

11. NEXT OF KIN AND SUCCESSION

  • In the event of circumstances that render the Investor unable to manage their shares (e.g., incapacitation, death or other unforeseen events), the Investor’s shares and associated rights shall transfer to the designated next of kin as recorded by the Company.
  • The Investor is required to provide next of kin details upon signing this agreement for administrative purposes.
  • If the designated individual cannot or does not wish to accept the shares, the shares will be managed in accordance with applicable laws governing succession.
  • The transfer of shares to the next of kin is subject to the Company’s policies and governing laws to ensure proper compliance.
  • Upon transfer, the next of kin assumes all rights and responsibilities associated with the shares, including but not limited to voting rights, dividend entitlements, and adherence to the terms of this agreement.

12. DISPUTE RESOLUTION

All disputes arising from this agreement shall be resolved through:

  • Arbitration in accordance with the Arbitration and Mediation Act of Nigeria.
  • The legal jurisdiction of Nigeria.