CADBURY Nigeria Plc - agm resolutions

RC: 4151

(A Part of the Mondelez International Family of Companies)

Lateef Jakande Road, Agidingbi

P.O. Box 164, Ikeja, Lagos.

t +234013302030

w: https://www.cadburynigeria.com

Kilometre 5 Ondo/Akure Road,

P.M.B. 565 Ondo

Ondo State

At the 60th Annual General Meeting of Members of Cadbury Nigeria Plc (the Company) held on Tuesday 24th of June 2025 at the Grand Banquet Hall, Civic Centre, Victoria Island, Lagos at 10:00 am, the following resolutions were proposed and duly passed:

1. ORDINARY BUSINESS
   1. Election/Re-Election of Directors

      1. That the appointment of Mr. Abhiroop Chuckarbutty as a Non-Executive Director of the Company during the year under review be and is hereby approved.

      2. That the re-election of Mr. Adedotun Sulaiman as a Director of the Company be and is hereby ratified.

      3. That the re-election of Mr. Sunil Parthasarathy as a Director of the Company be and is hereby approved.

   2. Authorization of Directors to Fix the Remuneration of the Independent Auditors

      1. That the Directors be and are hereby authorized to fix the remuneration of the External Auditors, Messrs. PricewaterhouseCoopers, who have indicated their willingness to hold the office from the conclusion of this Annual General Meeting until the next Annual General Meeting of the Company.

   3. Election of the Members of the Audit Committee

      1. That Pastor Lanre Awobode, Mrs. Mary Shofolahan and Mrs. Elizabeth Gbegbaje be and are hereby duly elected as representatives of Shareholders on the Statutory Audit Committee for the year ending 31st December 2025 is hereby approved.

      2. That the nomination of Mr. Sunil Parthasarathy and Mrs. Kofo Akinkugbe as representatives of the Board of Directors on the Statutory Audit Committee for the year ending 31st December 2025 is hereby approved.

2. SPECIAL BUSINESSES

1. Related Parties Transaction(s)

   1. That subject to the provisions of the Rules of Nigerian Exchange Limited (NGX), namely, The Rules Governing Transactions with Related Parties or Interested Persons, a General Mandate be and is

      
      
      

      Directors: A Sulaiman MFR (Chairman), O. Adeboye (Managing Director), I. Awosika, S. Parthasarathy (Indian), K. Akinkugbe, B. Lawson, A. Chuckarbutty (Indian)

      hereby renewed for the Company to enter into recurrent related party transactions for the Company's Day to day operations, including the procurement of goods and services, on normal commercial terms in compliance with the NGX Rules".

   2. That the Directors be and are hereby authorized to complete and do all such acts and things (including executing all such documents as may be required) to give effect to the transactions as authorized by this Ordinary Resolution".

2. Fixing of Directors' Remuneration for the Year ending 31st December 2025

That the remuneration of the Non-Executive Directors for the year ending 31st December 2025 and for succeeding years until reviewed by the Company be and are hereby fixed at a sum of N22,700,000 (Twenty-Two Million, Seven Hundred Thousand Naira Only).