To lay before the meeting, the Audited Financial Statements of the Company for the year ended 31 December 2025, the Report of the Directors, together with the reports of the Auditors and the Audit Committee thereon.
To elect /re-elect Directors to wit:
To approve the appointments of Mrs. Folake Ogundipe, Ms. Sree Patel, Mr. Hisham Ezz El Arab, Dr. Rasaq Adedoyin Salami and Mr. Ayman Hussein F. Gaafar being Directors appointed since the last Annual General Meeting.
Directors retiring by rotation:
Mrs. Ibukun Awosika - Mrs. Awosika resigned effective 1st May 2026 and thus will no longer be retiring at the AGM.
Mrs. Kofo Akinkugbe
To disclose the remuneration of Managers of the Company.
To authorise the Directors to fix the remuneration of the Independent Auditors.
To elect members of the Audit Committee.
SPECIAL BUSINESS BY ORDINARY RESOLUTIONTo consider and if thought fit, pass the following resolution as an Ordinary Resolution of the Company:
"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 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.
No Voting by Interested Persons:
In line with the provisions of Rule 20.8(c) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 6(a) above.
That the Directors be and are hereby authorised 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 authorised by this Ordinary Resolution.
To Approve the remuneration of Non-Executive Directors.
NOTES
ProxiesA member of the Company entitled to attend, and vote is entitled to appoint a proxy instead of him/her. A proxy need not also be a member. A Proxy Form is attached to the Annual Report. All instruments of proxy should be completed and deposited at the office of the Company's Registrar, First Registrars C Investor Services Ltd, Plot 2, Abebe Village Road, Iganmu, Lagos (please include the email of the Registrars), NOT LATER than forty-eight (48) hours prior to the meeting. The cost of stamping the proxy will be borne by the Company.
Closure of RegisterIn accordance with Section 114 of Companies C Allied Matters Act (CAMA) 2020, please note that the Register of Members and Transfer book will be closed from 8th to 11th June 2026 (both days inclusive) for the purpose of updating the Register of Members.
Unclaimed DividendShareholders are hereby informed that some dividend has been returned to the Registrars as unclaimed, while some have neither been presented for payment nor to the Registrars for revalidation. Affected members are by this Notice advised to contact the Registrars, First Registrars C Investor Services Limited, Plot2, Abebe Village Road, Iganmu, Lagos, for resolution.
Election of the Audit CommitteeIn accordance with section 404 (6) of the Companies and Allied Matters Act, Cap. A320, Laws of the Federation of Nigeria 2020, any member or shareholder may nominate another shareholder as a member of the Audit Committee by giving written notice of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. Section 404(5) of the Companies and Allied Matters Act 2020 provides that all the members of the Audit Committee shall be financially literate and at least one (1) member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. The Code of Corporate issued by the Financial Reporting Council of Nigeria also provides that members of the Audit Committee should be financially literate and able to read and interpret financial statements. In view of the same, we therefore request that nominations be accompanied by a copy of the nominees' Curriculum Vitae.
E-dividend MandateShareholders are kindly requested to update their records and advise First Registrars C Investor Services Limited of their updated records and relevant bank accounts for payment of their dividends. Detachable forms in respect of mandate for e-dividend payment, and shareholder data update are attached to the Annual Report for convenience. The forms can be downloaded from First Registrars C Investor Services
Limited's website at https://www.firstregistrarsnigeria.com The duly completed form should be delivered to First Registrars C Investor Services Limited, No 2, Abebe Village Road, Iganmu, Lagos.
Rights of Shareholders to Ask QuestionsPursuant to Rule 19.12 (c) of the Nigerian Exchange Limited's Rulebook 2015, please note that it is the right of every Shareholder to ask questions not only at the meeting but also in writing prior to the meeting. We urge that such questions be submitted to the Office of the Company Secretary not later than (one week) before the date of the meeting.
Electronic Annual Report InformationThe electronic copy of the 2025 Annual Report is accessible online for viewing and download from our website at https://www.mondelezinternational.com/nigeria/ and also circulated by email to Shareholders who have provided their email addressed to the Registrars. Shareholders can also contact the Registrars to request an electronic copy of the 2025 Annual Report by email via: info@firstregistrarsnigeria.com
Virtual Meeting Link / Live Streaming of AGMFurther to the signing into law of the Business Facilitation (Miscellaneous Provisions) Act, which allows public companies to hold meetings electronically. This AGM will be held virtually. The virtual link for the AGM is https://linktr.ee/cadburyagm2026. The AGM will also be streamed live online. This will enable shareholders and other stakeholders to follow the proceedings. The link for the AGM live streaming will also be made available on the Company's website at https://www.mondelezinternational.com/nigeria/
Profile of Directors Standing for Election / Re-electionThe profiles of Directors standing for election / re-election are contained in the Annual Report.
Dated this 26th day of March 2026 By Order of the Board,Afolasade Olowe
Company Secretary
FRC/2013/PRO/NBA/002/00000003320 Registered Office Cadbury Nigeria Plc, Lateef Jakande Road, Agidingbi, Ikeja, Lagos