NOTICE OF ANNUAL GEHERAL MEETING
CONOIL PLC
Registered office: Bull Plaza, 38/39, Marina,
P.M.B. 12915, Lagos
Operations Office:
1, Conoil/AP Road, Off Naval Dockyard Road
P.O. Box 45, Apapa, Lagos
https://www.con oilpIe.com
RC: 7288
NOTICE IS HEREBY GIVEN that the 55th Annual General Meeting of the members of CONOIL PLC (the
Company) will be held at the Ibom Hotel & Golf Resort, Uyo, Akwa lbom, on Friday, 19th December, 2025 at 11.00
a.m. to transact the following business:
ORDINARY BUSINESS
To lay before the members, the Report of the Directors and the Statement of Financial position as at 31 December 2024, together with the Statement of Profit or Loss and other Comprehensive Income for the year ended on that day and the Reports of the Auditors and the Statutory Audit Committee thereon.
To declare a dividend.
To elect and re-elect Directors.
To disclose the remuneration of Managers of the company in compliance with Section 257 of CAMA 2020.
To ratify the appointment of the new Auditors and to authorize the Directors to fix the remuneration of the Auditors for the ensuing year.
To elect/re-elect the members of the Statutory Audit Committee.
SPECIAL BUSINESS / ORDINARY RESOLUTION
To fix the remuneration of the Non-Executive Directors.
NOTES: Relevant documents in connection with the Meeting are available to all shareholders from the date of this
notice on the Company's website www.conoi!p!c.com
PROXY
Members of the Company, entitled to attend and vote, are entitled to appoint proxies to attend and vote in their stead. A proxy need not be a member of the Company. A Proxy Form is provided with the Annual Report and Financial Statement. To be valid for the purpose of the meeting, all instruments of proxy shall be duly stamped, and the proxy form must be completed and deposited at the ofice of the Registrars, Meristem Registrars Limited, not later than forty-eight (48) hours before the time appointed to hold the meeting. A blank proxy form is attached to the Annual report but is also available on the websites of the Company and the Registrars respectively. The Company has made arrangements for Stamp Duty to be paid on the duly completed and signed proxy forms, at the Company's cost.
In the case of Joint Shareholders, the signature of either shareholder may suffice, however the names of all the Joint Shareholders must be stated.
If the shareholder is a corporation, then the Proxy Form must be under the Common Seal or under the hand of the
same olicer, or attorney duly authorized by the Corporation to act on its behalf
DIVIDEND
The Board recommended a dividend of B3.50 kobo per ordinary share of 50 kobo each.
If the dividend recommended by the Directors is approved at the Annual General Meeting, the dividend warrants will be posted on Tuesday, 23'* December 2025, to members whose names appeared in the Register of Members at the close of business on Tuesday, 25th November 2025. Shareholders who have completed the e-mandate Activation Forms will receive a direct credit of the dividend into their bank accounts on the payment date.
APPOINTMENT OF MEMBERS OF THE STATUTORY AUDIT COUMITTEE
The Statutory Audit Committee consists of three (3) shareholders and two (2) Directors in accordance with the Companies and Allied Matters Act 2020. Any member may nominate a shareholder as a member of the Audit Committee by giving in writing notice of such nomination at least t•enty-one (21) days before the date of the Annual General Meeting. Nominees to the Statutory Audit Committee must be compliant with the laws, rules and regulations guiding listed companies in Nigeria.
By virtue of the provisions of the Corporate Governance Guidelines issued by the Securities and Exchange Commission (SEC) and the Companies and Allied Matters Act, 2020; all membersof the Statutory Auditcommittee should be financially literate and at least one (1) member must be a member of a professional accounting body registered in Nigeria, established by an Act of the National Assembly and be knowledgeable in internal control processes. Accordingly, we would therefore, request that the nominations be accompanied by a copy of the nominees' curriculum vitae.
RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
Shareholders have a right to ask questions not only at the meeting but also in writing prior to the meeting and such questions must be submitted to the Company Secretary on or before Friday, the 12 h of December, 2025.
UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES
Shareholderasre hereby informed that some dividendwarrants have been returned to the Registrars as unclaimed while some have neither been presented to the Banks for payment, nor to the Registrars for revalidation. A list of such unclaimed dividends will be circulated with the Annual Reports and Financial Statements for the year ended
31 December 2024. Those who are añected are advised to write to the Company's Registrars - Meristem Registrars Limited, P.O. Box 51585, Falomo, Ikoyi, Lagos or visit the Registrar's of1ice at 213 Herbert Macaulay Way, Adekunle, Yaba, Lagos. Any shareholder may also contact the Registrars via info@meristemrepistrars.com.
CLOSURE OF REGISTER
The Register of Members and the Transfer Books of the Company will close from Wednesday 26th - Friday, 28'h November, 2025 (both days inclusive), to enable the preparation and payment of dividends.
E•DIVIDEND MANDATE
Pursuant to the directive of the Securities and Exchange Commission, shareholders are hereby advised to open
bank accounts, stockbroking and CSCS accounts for the purpose of timely receipt of dividend payments. A detachable e-dividend mandate activation form is attached to the Annual Report and also available at the ofice of the Registrars to enable all shareholders furnish the particulars of their bank accounts / CSCS details to the Registrars as soon as possible.
Further, all unregistered investors/members for E-Dividend payment are advised to take advantage of the Securities and Exchange Commission's Unclaimed Dividend Retrieval Process by searching for their unclaimed dividend and downloading the e-mandate forms at https://http://www.sec.oov.no/non-mandated/. Downloaded forms should be filled and submitted through the Bank or Registrar. Forms can also be downloaded from the Registrar's website - www meristemrepistrars.com or via this link https://meristemnq.com/docs/e-
dividend mandate form mrasI.odf or hltps://docuhub3.nibss-plc.com.ng/edmms/self-service
e•REPORT
The Company's Annual Report and Accounts are available online for viewing and downloadinfgrom our website at we.conoilplc.com. The electronic version of this notice as well as the annual report for 2024 financial year can be downloaded from the Company's website https://www.conoiIpIc.com. The e-annual report will be emailed to all shareholders who have provided their email addresses to the Registrars. Shareholders who wish to receive the e-annual report are kindly requested to send an email to info@meristemreuistrars com.
BY RDER OF THE BOARD
Bola Owolabi Esq.
Acting Company Secretary/Legal Adviser
13th November 2025
Conoil Plc Bull Plaza 38/39,Maina Lagos