Welcome
1. BRIEF HISTORY
1.1 ANAMMCO was conceived in the 1970s as a joint venture between the Federal Government of Nigeria (FGN) and Daimler-Benz AG (“Daimler”) of
1.2 By its Memorandum of Association, ANAMMCO is established to carry on the business of importation of CKD sets of Mercedes Benz commercial vehicles and passenger cars as well as spare parts pertaining thereto and the assembling of same in Nigeria under licence from Daimler, utilizing parts purchased from Daimler or from local suppliers. See Appendix 2 for the Memorandum of Association of ANAMMCO
1.3 Daimler and ANAMMCO also entered into Manufacturing and Agency Agreements which gave ANAMMCO selling rights in respect of trucks and buses imported in CKD version and assembled and/or manufactured by ANAMMCO in
1.4 In the middle of 2006 and in accordance with the then existant Shareholders Agreement between FGN and Daimler, Daimler nominated Mr. Jacques Gelin as the Managing Director of ANAMMCO. In March 2007, FGN through the Bureau for Public Enterprises (BPE) sold 24% (Twenty-four per cent) out of its 35% (Thirty-five per cent) interest in ANAMMCO to G. U. Okeke & Sons Limited (GUO), a company owned by Chief Godfrey Ubaka Okeke (Chief Okeke). GUO also acquired 3% (Three per cent) of ANAMMCO’s equity from Leventis Ltd and another 0.5% (Half of one per cent) from Hon. Nnamdi Njoku, another shareholder. In order for the sale by FGN to GUO to be consummated, an amendment of the Articles of Association of ANAMMCO was procured in March 8th 2007 at a meeting of the then Board of Directors of ANAMMCO and the Annual General Meeting. The essence of the amendment to the Articles was that the pre-emption clause in the said Articles was removed. See Appendix 5 for copy of minutes of the Annual General Meeting held on 8th March 2007, Board of Directors Meeting held on 8th March 2007 and 20th November 2007 respectively. See Appendix 6 for the amended Articles of Association of ANAMMCO pursuant to the resolution of 8th March 2007, and Appendix 7 for a copy of the resolution of ANAMMCO dated20th November, 2007. With the approval of the changes to the Articles of Association, the sale to GUO was validated and subsequently, the Board of Directors of ANAMMCO, which was reduced to two directors, Mr. Onken and Mr. Gelinthen nominated Chief Okeke the Chairman.
1.5 Thereafter, via a share transfer instrument dated the 23rd day of July 2007, Daimler transferred its 40% (Forty percent) shareholding in ANAMMCO to Atfreecal Limited (“Atfreecal”), a company in which Mr. Jacques Gelin, the Daimler nominated Managing Director of ANAMMCO held shares. This was in implementation of Daimler’s new business model and its Compliance Code which forbade it from investing in companies that are partly owned by governments. Atfreecal had been incorporated in late 2006 with the approval of Daimler and well before GUO became a shareholder of ANAMMCO. Its existence and its purpose had also been notified to BPE, which was effectively GUO’s predecessor in interest, prior to the conclusion of the sale to GUO, with no objection by BPE to either Daimler or Mr. Gelin. See Appendices 8 and 9 for a copy of the certificate of incorporation of Atfreecal and correspondence between Jacques Gelin and BPE on the existence and purpose of Atfreecal.
1.6 Daimler also appointed Atfreecal as one of its general non-exclusive distributors for Fully Built Units (FBUs) of Mercedes Benz vehicles in
1.7 At the meeting of the Board of Directors of ANAMMCO on the 25th of August 2007, Mr. Gelin duly informed the Board of his interest in Atfreecal and the fact that Atfreecal had been appointed the general distributor for Daimler’s FBUs in Nigeria and that it would be doing business with ANAMMCO in a manner that would be mutually beneficial to both companies.
1.8 Since Chief Okeke’s entry into ANAMMCO, he has made allegations of fraud against anyone that does not agree with him. It is on record that at his very first meeting of the ANAMMCO Board of Directors, Mr. Uche Okeke, Chief Okeke’s son, accused Mr. Onken, a German director nominated by Daimler, of having stolen from the company. In his petition to the BPE in October 2009, Chief Okeke reiterated his allegations of fraud against Daimler and Mr. Gelin. Chief Okeke has also recycled the same petition alleging fraud against Mr. Gelin and Daimler to the Economic and Financial Crimes Commission (EFCC), Special Fraud Unit (SFU) of the Nigerian Police, the Corporate Affairs Commission (CAC), the Independent Corrupt Practices Commission (ICPC) and the Department of State Security (DSS).
1.9 Yet till date, Chief Okeke and his cohorts have been unable to substantiate any of their allegations of fraud or corruption against Mr. Gelin, Atfreecal, Nath Abimaje, Igwe Onyia or Daimler. Indeed, their practice has been to move on to a new government agency the moment their allegations are shown to lack substance. Even with SFU, where they have been given tremendous support since about August 2009, it is instructive to note that in spite of rigorous investigations SFU has only been able to come up with an interim report that merely recites Okeke’s allegations without concluding on the criminality of these allegations. See Appendix 10 showing the so called interim report of SFU which oddly was submitted to Chief Okeke, a private citizen. In other words, after 7 months of investigating a company with approximately 2 years of transactions, SFU is yet to frame a single charge against Atfreecal or Mr. Gelin or Igwe Onyia or Nath Abimaje or Daimler. Chief Okeke would have you believe that either the Federal Ministry of Justice at the instigation of the French Embassy to frustrate the efforts of SFU and EFCC or that Mr. Gelin’s lawyers obtained orders to the same effect. The truth however is that order was obtained from any quarter to frustrate investigations. Rather the orders that were obtained were to prevent SFU and EFCC from arresting or detaining Jacques Gelin and Nath Abimaje, one of which orders was in any case flouted with impunity by SFU and Chief Okeke.
2. For the sake of clarity, we now address in some detail some of the specific allegations which Chief Okeke has been making against Atfreecal and Jacques Gelin.
2.1 Alleged fraud by Mr. Gelin in the use of ANAMMCO funds for the registration of Atfreecal Limited.
2.1.1 Chief Okeke had initially alleged that Mr. Gelin committed fraud in using funds Mr. Gelin received from ANAMMCO in registering Atfreecal. There is a clear paper trail showing that Mr. Gelin was taking an advance from ANAMMCO with which he was going to register Atfreecal. The ANAMMCO funds used were clearly set out in ANAMMCO’s books by Mr. Gelin himself. There was no destruction, falsification or omission from the books. This conduct hardly evinces fraudulent intent.
2.1.2 Chief Okeke, clearly realising that using the allegation of fraud would not work, has now stated that Atfreecal belongs to ANAMMCO on the basis that the advance of N199, 500 (One hundred and ninety-nine thousand and five hundred Naira) was used by Mr. Gelin to set up Atfreecal.
2.1.3 The Companies and Allied Matters Act (CAMA) is very clear on the position of loans given to directors and unequivocally states that the directors authorising such loans shall indemnify the company against any loss arising there from. As stated earlier, there is documentation clearly showing that the funds received for incorporating Atfreecal were paid back to ANAMMCO. The accounts of ANAMMCO also show that ANAMMCO suffered no loss whatsoever from the advance to the Managing Director, which advance as stated has long been repaid. See Appendix 11 showing receipts for money advanced to Atfreecal and repayment of advance by Atfreecal.
2.1.4 Chief Okeke clearly also knows that Atfreecal does not belong to ANAMMCO and this knowledge is evidenced by his attempts to acquire the shares of Atfreecal. This attempt failed when he refused to accept the conditions stated by Daimler in its response dated 19th of October 2007 to Mr. Gelin on the issue. See Appendices 12 and 13 showing the Team Agreement dated 5th of September 2007 signed by Chief Okeke, Uche Okeke, Nath Okekeocha and Mr. Gelin, and the letter from Daimler setting out the conditions for acceptance of Chief Okeke as a shareholder in Atfreecal respectively.
2.1.5 Even after the refusal of Chief Okeke to accept the conditions set by Daimler, Mr. Gelin was still willing to work on proposals to give GUO a share of the profits of Atfreecal but these fell apart following Chief Okeke’s refusal to accept the definition of income streams within the scope of the profit sharing. The point however is that at no stage during the discussions on these issues and the understandings reached, did Chief Okeke purport that Atfreecal belongs to ANAMMCO or reserve his position on that issue.
2.2 Conflict of Interest
2.2.1 Chief Okeke has alleged that Atfreecal has taken over the FBU business of ANAMMCO and is in competition with ANAMMCO. However, this could not be farther from the truth. ANAMMCO is established to carry on the business of importation of CKD sets of Mercedes Benz commercial vehicles and cars as well as spare parts pertaining thereto and the assembling in Nigeria of Mercedes Benz trucks, passenger cars, bus chassis and tractors as well as spare parts pertaining thereto under licence from Daimler.
2.2.2 The Manufacturing and Agency Agreements between Daimler and ANAMMCO are clearly not for FBUs. The rights for FBUs were always separated from the rights given to ANAMMCO. The rights for FBUs were previously held by Leventis Motors.
2.2.3 Atfreecal is engaged in the business of importing FBUs of Mercedes Benz vehicles and the parts of same and distributing them in
2.2.4 The businesses of ANAMMCO and Atfreecal are therefore totally different. Atfreecal is complementary to ANAMMCO. It is true that the former Managing Director of ANAMMCO was able to help Nigerian companies to purchase vehicles from
2.2.5 The fact is that ANAMMCO was never empowered by its Memorandum of Association to import and sell FBUs and also never had a FBU Agreement with Daimler. Yet Okeke purporting to act for ANAMMCO now seeks to challenge Atfreecal in its importation and sale of FBUs which Atfreecal’s Memorandum of Association legally empowers it to do. It should be noted that the right to import FBUs had been vested in Leventis Motors, a former shareholder of ANAMMCO by Daimler, another shareholder of ANAMMCO with the right of appointing the Managing Director of ANAMMCO and no complaint of conflict had then been raised.
2.2.6 One would have thought that if ANAMMCO ever had an agreement with Daimler covering FBUs, FGN and BPE should have been aware of it and should have included it in the items for due diligence in the sale of its shares to GUO. BPE and GUO should either produce this agreement or drop this unsubstantiated allegation.
2.3 Closure of the
2.3.1 Chief G. U. Okeke also accuses Mr. Gelin of closing the
2.4 Continued approval and signing of payment papers by Nath Abimaje after leaving the employment of ANAMMCO and becoming an employee of Atfreecal.
2.4.1 Chief Okeke has persistently raised the issue of Nath Abimaje signing documents on behalf of ANAMMCO hence making the transactions between ANAMMCO and Atfreecal not to be at arms length. Mr. Gelin has persistently explained the situation and even the management letter to the 2008 accounts of ANAMMCO clearly states the reason why Nath Abimaje continued signing documents on behalf of ANAMMCO.
2.4.2 Mr. Abimaje was employed in November 2007 to replace an expatriate as the head of the Import Department of ANAMMCO in
2.4.3 Chief Okeke has however not been able to show that ANAMMCO suffered any inury as a result of Mr. Nath Abimaje signing ANAMMCO documents after his resignation. Indeed the substance of the transactions he was involved in were not on terms other than those you would expect in dealings between parties at arms length.
2.5 Organised crime and criminality by Atfreecal aided by German interest, a continuation of Kornmayer fraud that led him to suicide.
2.5.1 This is one of the several accusations made by Chief Okeke against Atfreecal and Daimler. Till date, Chief Okeke has not provided any evidence showing that ANAMMCO has been defrauded by Atfreecal. On the contrary, the records clearly reveal that ANAMMCO has profited in its business relationship with Atfreecal, which has been able to secure the Daimler connection to ANAMMCO.
2.5.2 Mr. Gelin has, in carrying on the business of ANAMMCO, taken ingenious steps to ensure that ANAMMCO starts showing a profit.
2.6 Fraud and stealing: N105 Million payment of Ministry of Defence owed ANAMMCO before arrival of Mr. Gelin but was surprised and stolen by the Managing Director by way of his organized crime.
2.6.1 Okeke in his allegation clearly stated that the N105, 000,000 (One Hundred and Five Million Naira) payment made by the Ministry of Defence relates to a transaction concluded before the arrival of Mr. Gelin as Managing Director to ANAMMCO. What Mr. Gelin has done has been to secure the payment of this long outstanding debt to the company. This is what a competent chief executive officer should do. Okeke’s allegations on this issue merely show the extent to which he would go to fabricate false allegations in his bid to grasp control of ANAMMCO and Atfreecal.
2.7 Non remittance of Tax
2.7.1 Chief Okeke has been making accusations that Atfreecal has not been remitting tax to the Federal Government of Nigeria. There is however documentation from the Federal Inland Revenue Services and Atfreecal showing exemplary remittance of taxes by Atfreecal to FGN. See Appendix 14 showing the schedule of sales of vehicles by Atfreecal and remittance of value added tax (VAT) payable thereon to FGN.
3. Threat to status as a going concern
3.1 Chief Okeke has been alleging that there is a threat of closure of ANAMMCO in 2010. This allegation probably stems from the fact that Daimler had written to ANAMMCO notifying ANAMMCO of its intention to terminate its business relationship, that is to say, the Agency and Manufacturing Agreements, with ANAMMCO with effect from 1st January 2010. Furthermore, the auditors of ANAMMCO had expressed fears in their report to the 2008 accounts that ANAMMCO may not survive if Daimler goes through with the termination. See Appendix 15 for letters dated 19th November 2007 from Daimler terminating agreements with ANAMMCO and FGN.
3.2 The truth however is that Daimler was in the process of restructuring its relationship with ANAMMCO by withdrawing the then existing Manufacturing and Agency Agreements from ANAMMCO and entering into its new standard form agreements with Atfreecal. The driver for Daimler’s approach is its desire to deal with a party that is more willing to comply with its business model and in a context in which it has greater control. Clearly, Daimler has decided not vest these important rights in ANAMMCO, a company which it had seen to be driven by conflict between its two main shareholders since the entry of Chief Okeke. See Appendix 16 showing the minutes of the meeting in
4. Siphoning of funds belonging to ANAMMCO by Mr. Gelin for use in Atfreecal for financing vehicles purchased by Atfreecal.
4.1 This accusation by Chief Okeke is in relation to the transactions carried out by Atfreecal for the purchase of FBUs. These accusations once again go to show the extent of falsehood practiced by Chief Okeke in his desperation to grasp control of ANAMMCO and Atfreecal. Chief Okeke clearly knows that the vehicles purchased by Atfreecal were not funded by ANAMMCO. Mr. Nath Okekeocha, who was once seconded to Atfreecal, is also aware of how the vehicles purchased by Atfreecal were funded.
4.2 The vehicles imported by Atfreecal were financed by Diamond Bank Plc. and Fidelity Bank Plc. respectively through the various credit facilities they granted. The credit facilities were advanced on the understanding that proceeds from sales would be domiciled with the banks. Chief Okeke and his cohorts are clearly aware of all these facts and yet still choose to spread false information on who financed the importation of the vehicles. See Appendix 17 showing applications and approvals of bank financing for importation of FBUs by Atfreecal.
5. Encouraging the banks to appoint a receiver and taking bank facilities without approval
5.1 Chief Okeke has alleged that Mr. Gelin has been encouraging the banks to appoint a receiver who will sell off the assets of ANAMMCO. The truth is that Mr. Gelin has encouraged the banks to step into the currently untenable situation where both Atfreecal and ANAMMCO have significant credit exposures to the banks whilst Chief Okeke continues to sell vehicles belonging to both companies without fulfilling their existing obligations to the banks. It is hardly surprising that in these circumstances, the banks have been demanding payment of their outstanding facilities. Instead of banking with the company’s existing bankers, Chief Okeke has opened new bank accounts. He has also written to disavow the legitimate obligations of ANAMMCO to the banks. The only legitimate way in which the banks can intervene to restrain Chief Okeke is to appoint receivers.
5.2 The crisis with the banks is the direct result of Chief Okeke’s irresponsible behaviour in disavowing legitimate ANAMMCO obligations and the banks’ estimation of his management of ANAMMCO. It should be stated categorically that all facilities taken by ANAMMCO were properly approved by the Board. See Appendices 18 showing approvals of the Board of Directors for the facilities from Union Bank, Diamond Bank and Fidelity Bank respectively. It should be noted that ANAMMCO has had to borrow heavily to meet its working capital need because for the past few years Chief Okeke had refused to accede to a call on shareholders to further capitalise the company.
6. Atfreecal’s Stance
6.1 The critical point in issue is the survival of ANAMMCO. The best option of securing this in the short and medium terms remains the maintenance of a connection with Daimler. Chief Okeke has worked assiduously since his entry into ANAMMCO to prejudice the relationship of ANAMMCO with Daimler. It is foolhardy to think that Daimler will want to deal with an ANAMMCO led by Chief Okeke who has repeatedly accused it of fraud. On the other hand, Atfreecal has been able to obtain the confidence of Daimler and will work to secure the interests of all of ANAMMCO’s shareholders.
6.2 At the time Mr. Gelin took over the management of ANAMMCO in 2006, the company had been out of production for 8 (Eight) months. The previous Managing Director, Mr. Rudi Kornmayer had committed suicide following allegations of fraud against him. No CKD imports were on the way and the finished stock available was not selling. Most of the private customers were buying Mercedes Benz products directly from overseas and ignoring ANAMMCO. In the years preceding Mr. Gelin’s appointment as Managing Director, ANAMMCO was running at a loss and its ability to continue as a going concern was seriously in doubt. In 2005, ANAMMCO suffered a loss of N811, 744,000 (Eight hundred and eleven million, seven hundred and forty-four thousand Naira) before tax and a loss of N578, 855,000 (Five hundred and seventy-eight million, eight hundred and fifty-five thousand Naira) before tax in 2006.
6.3 After Mr. Gelin was appointed Managing Director, ANAMMCO has made a profit of N107, 885,000 (One hundred and seven million, eight hundred and eighty-five thousand Naira) after tax in 2007 and a profit of N74, 068,389 (Seventy-four million, sixty-eight thousand, three hundred and eighty-nine Naira) before tax in 2008. See Appendix 19 for copies of the Balance Sheets of ANAMMCO from 2005 to 2008. The business has witnessed a steady financial growth up until late 2009 when Okeke finally succeeded in disrupting the running of ANAMMCO under the guise of fighting corruption.
6.4 The progress which ANAMMCO has witnessed in recent years has been due to the commitment and hard work of Mr. Gelin in finding viable compromises with Daimler, a multinational automotive giant, which has been actively restructuring its international relationships and jealously guards its brands. Mr. Jacques Gelin is a first class businessman, who has since 1981 managed several companies in
7. Some of the proposed business options being explored by Mr. Gelin to ensure the survival and growth of ANAMMCO include:
7.1 The current business model which has kept ANAMMCO alive was devised by Mr. Gelin following close consultation with Daimler. After some tinkering, the business structure basically works as follows. Atfreecal would give FBUs to ANAMMCO, which in turn would sell to 3rd parties. Sometimes, ANAMMCO would add value locally by building a body on the vehicle before selling it to a third party. Atfreecal would generally earn about a 5% (Five per cent) commission as a return on the sale while ANAMMCO would generally earn up to a 15% (Fifteen per cent) margin on the sale.
7.2 It should be noted that there was a period in 2008 when the basic structure adopted by Atfreecal in its dealings with ANAMMCO was modified. With no financial commitment of ANAMMCO, Atfreecal imported FBUs and financed fully the cost of opening the letters of credit apart from the marine insurance until the arrival of the goods at the port. Only then was ANAMMCO requested to advance the cost of clearing just before taking delivery of the vehicles. The advances made for each import were deducted from the final invoice from Atfreecal to ANAMMCO. This is a very standard purchase procedure between an importation company and its affiliate or associate. ANAMMCO has benefited greatly from trading in FBUs bought at the best price from Atfreecal.
7.3 A further example of Mr. Gelin’s commitment to the survival and progress of ANAMMCO are the steps which he has taken to try and preserve the business of ANAMMCO in the light of Daimler’s insistence that it would terminate the Manufacturing and Agency Agreements it had signed with ANAMMCO and the Joint Venture Agreement it had signed with the Federal Government of Nigeria. Basically, Mr. Gelin agreed that Atfreecal would enter into an agreement with Daimler on its current terms and conditions for the continuing use of the Daimler trademarks by ANAMMCO and the certification of work done at ANAMMCO by Daimler. Contrary to Chief Okeke’s suspicions, these changes were not instigated by Mr. Gelin but were on Daimler’s initiative. Mr. Gelin had to adapt to them in order to preserve his investment in ANAMMCO.
7.4 Mr. Gelin has also tried to broaden the scope of ANAMMCO’s business in order to lessen its dependence on Daimler. For example, he has entered into an understanding with the makers of the renowned Meieller tippers for the tippers to be installed locally by ANAMMCO. Additionally, with the support of Daimler, he has reached in principle agreement with Foton, which incidentally is a Daimler licensee in
7.5 Mr. Gelin also had other plans for ANAMMCO for the year 2010 to 2011 to wit: that ANAMMCO will assemble the Sprinter range of vans and the forecast was that production should start with 50 Vans in 2011 and that the company will continue with its body building activities of trailers, tanks and tippers on Mercedes Benz and other vehicles.
7.6 Unfortunately, Chief Okeke has truncated these laudable initiatives by disrupting the affairs of ANAMMCO. Following an address by Mr. Nath Anike, the Chairman of the Workers Union of ANAMMCO intimating the workers of the decision of the Enugu State Tax Authority to commence deduction of PAYE taxes from the salaries of the workers on the 17th of September 2009, the workers staged a protest on the 25th of September after their receipt of their payslips which reflected the deduction of PAYE tax. Chief Okeke addressed the workers stating that he was solidly behind their protest and incited them to pass a vote of no confidence on their workers’ union executive and set up an illegal interim union.
7.7 This display of incitement by Chief Okeke was well captured on video, as shown on the attached compact disc. Using the members of the interim executive of the workers union, Chief Okeke went ahead to destabilise and disrupt the business of ANAMMCO and has prevented key management staff of ANAMMCO from gaining access to the company. This anti-union activity by the illegal interim executive has been condemned by the Nigeria Labour Congress (NLC) (Enugu State Council). See Appendix 20 showing the notice issued by the NLC.
7.8 Chief Okeke and his cohorts have now installed themselves in the premises of ANAMMCO in
7.9 The financial growth which ANAMMCO was beginning to enjoy with Mr. Gelin at the helm of affairs has begun to dwindle. Unlike in 2007 and 2008 where the company recorded profits, it is definite that due to all the disruption of ANAMMCO’s business by Chief Okeke, ANAMMCO will most likely not record a profit in 2009.
8. Proposal on the way forward
8.1 Going forward, though Daimler has terminated its business relationship with ANAMMCO and all pertaining contracts effective 1st January 2010, the prospects are however bright for ANAMMCO if the resolutions adopted at the meeting between Mr. Gelin, the BPE (including members of the Technical Committee of the National Council on Privatisation) and Daimler in Stuttgart, Germany on the 20th of October 2009 are implemented, particularly the following two:
a) Since Daimler has a new business model of partnering with strong participants from the private sector rather than with governments, the relationship established between Daimler and Atfreecal/ANAMMCO shall be sustained. All vital agreements that would ensure the presence of Daimler would be consummated between Daimler and Atfreecal and the BPE would be given access to the agreements. The process shall be done in a transparent manner.
b) The BPE shall work with Daimler and Mr. Gelin, the Managing Director of ANAMMCO to ensure that the Company is successfully run. The board of the company would take proactive steps that would assist the transformation of ANAMMCO.
8.2 In the best interest of ANAMMCO, Mr. Gelin has tendered his resignation as Managing Director of ANAMMCO in other to ensure that Chief Okeke does not use his personal vendetta against Mr. Gelin to finally destroy ANAMMCO. Mr. Gelin intends to remain on the Board as a non-executive director and Atfreecal proposes to nominate a new Managing Director for approval by the company.
8.3 Mr Gelin had earlier proposed to the BPE that, in view of his obstructiveness, Chief Okeke should be replaced as Chairman of ANAMMCO. It was the relaying of this view to Chief Okeke which sparked off his current wave of recriminations against Mr. Gelin, Atfreecal and key staff of Atfreecal and ANAMMCO. Atfreecal believes that Chief Okeke has been removed by the resolution of the Directors at a board meeting of the company which held on the 16th of December 2009. Mr. Gelin maintains that this position should be ratified by the members in general meeting. A new Chairman of the Board should be appointed by the members from amongst themselves. We propose that the position should be rotated amongst the States which are shareholders in the company and that the new Chairman to be elected on the 4th of March should come from Enugu State, being the host State. Thereafter, the position of Chairman should rotate annually amongst the States on an alphabetical basis.
8.4 It is also imperative that the removal of Mr. Sampson Okeke from the position of Executive Director (Finance) by a resolution of the Directors at a board meeting of the company held on the 16th of December 2009 in
8.5 By reason of the chaos caused Chief Okeke and Mr. Sampson Okeke which has proved inimical to the financial status, business development and growth of the company, it is our view that Chief Okeke and Mr. Sampson Okeke should not have a hand in the day to day running of ANAMMCO. They have not proposed any plan of their own for the survival of ANAMMCO and their active involvement in management prejudices the connection with Daimler, which is the one viable plan for the survival of the company. Atfreecal proposes that a seven (7) member Board should be elected as follows: three (3) directors representing Atfreecal interest, two (2) directors representing the GUO interest, one (1) director representing the BPE interest and one (1) director representing the interest of the States.
8.6 In addition to restructuring the Board of Directors, Atfreecal would suggest that the new Board and the company should also speedily withdraw the pending cases which Chief Okeke has brought in the name of ANAMMCO. Chief Okeke would of course be at liberty to bring the actions in his personal capacity. In acting to withdraw the cases however, ANAMMCO would demonstrate that the majority of its shareholders are clearly interested in resuming doing business with Daimler and Atfreecal. This would send a positive signal to both Daimler and the banks, and is absolutely vital in returning the company to profitable ways.
8.7 Thank you for your kind consideration of this proposal and we look forward to any comments or suggestions which you may have for the achievement of the goal of making ANAMMCO survive and thrive.
Yours sincerely,
JACQUES GELIN
FOR: ATFREECAL LIMITED
Corporate Headquarters
Emene Industrial Layout
P.M.B. 2523, Enugu
Telephone: (+234)-(0)42-557422
Email: import@anammco.com
