Notices of annual general meeting (agm)

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1. To lay before Members the Audited Financial Statements for the year ended 31st December 2024, together with the Reports of the Directors, Auditor, and the Statutory Audit Committee thereon.

2. To declare a dividend.

3. To re-elect Directors.

4. To appoint the Auditor and authorise the Directors to fix their remuneration.

5. To disclose the remuneration of Managers.

6. To elect shareholders' representatives to the Statutory Audit Committee.

   SPECIAL BUSINESS

7. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

   1. To approve the remuneration of the Non-Executive Directors.

   2. That in compliance with the rules of the Nigerian Exchange Limited governing transactions with related parties or interested parties, the general mandate given to the Company to enter recurrent transactions with related parties for the Company's day-to-day operations, including the procurement of goods and services, on normal commercial terms, be and is hereby renewed.

In line with the provisions of Rule 20.8(h), Rules Governing Related Party Transactions of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 7.2 above.

1. PROXY

   A member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint a proxy to attend and vote in his/her stead, and a proxy need not be a member of the Company. To be valid, a proxy form must be completed and duly stamped by the Commissioner of Stamp Duties, and returned to either the Company Secretary, PAC Solicitors, via the following email address: olutolamakinde@pacsolicitors.com and onyinyechiibemere@pacsolicitors.com, or the Registrars, Lighthouse Registrars Limited via lighthouseRegistrars@lighthouse.com.ng; or send a proxy form to the office of the Company Secretary at 10, Canaanland Street, Off Whitesands Avenue, Lekki, Lagos, Nigeria or the office of the Registrars at the 2nd Floor, 39 Adeola Odeku Street, Victoria Island, Lagos, not less than forty eight hours (48) before the date of the AGM, to enable the Company to stamp the proxy form and lodge the same with the Registrars.

   All instruments of proxy shall be at the Company's instance in line with the Corporate Affairs Commission's guidelines.

2. PAYMENT OF DIVIDEND

   If the dividend of 27 kobo per ordinary share of 50k (fifty kobo) each being recommended by Directors is approved by Members at the AGM, dividend will be paid on Tuesday, 29th July 2025 to duly mandated accounts of Members so entitled, whose names appear in the Register of Members as at Monday, 7th July 2025.

3. CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOKS

   The Register of Members and Transfer Books of the Company will be closed from Tuesday, 8th July 2025, to Saturday, 12th July 2025 (both days inclusive) to enable the Registrars to update the Register of Members.

4. STATUTORY AUDIT COMMITTEE NOMINATIONS

   Pursuant to Section 404(6) of the Companies and Allied Matters Act (CAMA) 2020, any Member may nominate another Member for appointment to the Statutory Audit Committee. Such nomination should be in writing and forwarded to the Company Secretary at least twenty‐one (21) days before the AGM.

   Please note that the CAMA 2020 and the Corporate Governance Guidelines for Public Companies issued by the Securities and Exchange Commission require Members of the Statutory Audit Committee to be financially literate, able to read financial statements, and at least one member should be a member of a professional accounting body established by an Act of the National Assembly in Nigeria. We, therefore, request that all nominations to the Statutory Audit Committee should be accompanied by the Curriculum Vitae of the Nominees.

5. UNCLAIMED DIVIDEND

   Shareholders are hereby informed that some dividends have remained unclaimed. The list of such unclaimed dividends is available here https://cornerstone.com.ng/corporate/unclaimdividend.php. The affected shareholders are advised to contact the Registrars, Lighthouse Registrars Limited, 2nd Floor 39, Adeola Odeku, Victoria Island, Lagos to resolve any issue they may have with claiming their dividends.

6. E-DIVIDEND MANDATE

   Shareholders who need to update their records and relevant bank accounts are urged to complete the e-Dividend Activation Form, which can be detached from the Annual Report and is available on the Company's website https://www.cornerstone.com.ng. The duly completed form should be returned to the Registrars, Lighthouse Registrars Limited, via lighthouseRegistrars@lighthouse.com.ng or sent to the office of the Registrars, 2nd Floor. 39, Adeola Odeku Street, Victoria Island, Lagos. Alternatively, Shareholders can update their details directly through the EDMMS self-service portal: https://docuhub3.nibss-plc.com.ng/edmms/self-service.

7. RE-ELECTION OF DIRECTORS

   Pursuant to Section 273(1) and 285 (1) of the CAMA 2020, the Directors to retire by rotation are Mr. Stephen Alangbo, Prof Ogechi Adeola and Mr. Peter Ekwueme. They have indicated their willingness to stay in office and offer themselves for re-election. Their profiles are contained in the Annual Report and are also available on the Company's website https://www.cornerstone.com.ng.

8. RIGHTS OF SECURITIES HOLDERS TO ASK QUESTIONS

   Any Member attending the Meeting has the right to ask questions at the meeting and in writing prior to the meeting. We urge that such questions should be emailed to the Company Secretary via the following email addresses: olutolamakinde@pacsolicitors.com and onyinyechiibemere@pacsolicitors.com, not later than one (1) week before the date of the AGM

9. LIVE STREAMING OF THE ANNUAL GENERAL MEETING

   The AGM will be streamed live via the Company's website. This will enable Members and other Stakeholders who will not attend the Meeting physically to observe the proceedings. Please log on to https://www.cornerstone.com.ng

10. E-ANNUAL REPORT AND ACCOUNTS

    To improve efficiency in delivery, the Annual Report and Accounts are available for download on the Company's website https://www.cornerstone.com.ng. Members who have provided their email addresses to the Registrar will receive the electronic version of the Annual Report via email.

11. WEBSITE

A copy of this Notice and other information relating to the Annual General Meeting can be accessed via the Company's website https://www.cornerstone.com.ng.

Dated this 19th day of June 2025.

10, Canaanland Street Off Whitesands Avenue Lekki, Lagos. Tel: 09099298887, 08063480070

Website: https://www.pacsolicitors.com