Notices of annual general meeting (agm)

1. To lay before the meeting the Audited Accounts for the year ended 31stDecember 2024, together with the Reports of the Directors, Auditors and Audit Committee thereon.

2. To declare a dividend of N1.00 per 50 kobo ordinary shares amounting to a total of N2,294,996,275 (two billion, two hundred and ninety-four million, nine hundred and ninety-six thousand, two hundred and seventy-five naira) only.

3. To elect/re-elect Directors.

4. To authorise the Directors to fix the remuneration of the Auditors.

5. To disclose the remuneration of the Managers of the Company.

6. To elect members of the Statutory Audit Committee in accordance with Section 404(3) of the Companies and Allied Matters Act, 2020.

   Special Business

7. To fix the remuneration of Non-Executive Directors.

8. To consider and if thought fit, to pass the following as an ordinary resolution:

   "That, pursuant to Rule 20.8 of the Rulebook of Nigerian Exchange Limited, 2015: Issuers Rule, the general mandate given to the Company to enter into recurrent transactions with related parties for the Company's day-to-day operations, including amongst others the

   procurement of goods and services, on normal commercial terms be

   and is hereby renewed."

9. "That, pursuant to the provisions of Article 4 of the Articles of Association of the Company, provisions of the Companies and Allied Matters Act, 2020 and subject to the approval of the Securities and Exchange Commission and Compliance with the Listing Rules of the Nigerian Exchange Limited,

   1. "The Issued Share Capital of the Company be and is hereby increased from N1,200,000,000 (one billion, two hundred million naira) only divided into 2,400,000,000 (two billion, four hundred million ordinary shares of 50 kobo each, to N1,500,000,000 (one billion, five hundred million naira) only by the creation of additional 600,000,000 (six hundred million) ordinary shares of 50 kobo each ranking pari-passu in all respects with the existing ordinary shares of the Company.

   2. The Directors be and are hereby authorized to raise additional capital of up to N30,000,000,000 (thirty billion naira only) or such amount as the Directors may deem fit through an allotment of shares to be issued whether by way of a public offering, rights issue, strategic allotment, private/special placement of shares or through a combination of methods, subject to terms and conditions to be determined by the Directors.

   3. In the event of a Rights Issue by the Company, the Directors be and are hereby authorised to allot any shares not taken up by existing shareholders within the period stipulated under the Rights Issue to other interested shareholders of the Company on such terms and conditions as may be determined by the Directors.

   4. The Directors be and are hereby authorized to enter into any agreements and or execute any other documents necessary for and/or incidental to effecting the resolutions above.

   5. The Directors be and are hereby authorised to appoint such professional parties and perform all such other acts and do all such other things as may be necessary for, or incidental to, effecting the above resolutions, including without limitation, complying with directives of any regulatory authority.

   6. At the conclusion of the equity capital raising exercise, the Directors be and are hereby authorised to allot any outstanding ordinary shares not taken up in the rights issue as they may deem fit, including allotment under any Employee Share Scheme.

10. To consider and if thought fit, to pass the following as a special resolution:

"That Clause 6 of the Company's Memorandum of Association be and is hereby amended to reflect the new minimum share capital of N1,500,000,000 divided into 3,000,000,000 (three billion) ordinary shares of 50 kobo."

1. Voting by Interested Persons:

   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 Special Business item 8 above.

2. Proxy

   A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy form is attached. All instruments of proxy should be duly completed and deposited at the registered office of the company at No 268 Ikorodu Road, Obanikoro, Lagos or the office of the Registrars, Meristem Registrars and Probate Services Limited, 213 Herbert Macaulay Way, Adekunle Yaba, Lagos or by email to info@meristemregistrars.com not later than 48 hours before the commencement of the meeting to enable the Company to stamp the proxy forms at its expense.

3. Dividend Payment

   If the dividend recommended by the Directors is approved by members at the Annual General Meeting, payment would be made on Friday, 1stof August 2025, to members whose names appeared in the Register of Members at the close of business on the 11thof July 2025. In line with the directives of the Securities and Exchange Commission to pay dividends electronically by direct credit to the bank accounts of shareholders, the dividend would be paid accordingly.

4. Closure of Register of Members.

   For the purpose of payment of dividends and Notice of the Annual General Meeting, the Register of Members and Transfer Books of the Company will be closed from the 14thto the 18thof July 2025 (both dates inclusive).

5. Nomination of members of the Audit Committee

   Any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the date of the Annual General Meeting.

   Section 404 (5) of the Companies and Allied Matters Act 2020 provides

   that all members of the Audit Committee shall be financially literate and at least one member shall be a member of a professional accounting body established by an Act of the National Assembly in Nigeria. It is therefore necessary to attach a curriculum vitae to every nomination for verification.

6. E-Dividend

   Pursuant to the directive of the Securities and Exchange Commission, notice is hereby given to all shareholders to respectively open a bank account, stockbroking account and CSCS account for e-dividend. Forms are attached to this annual report for completion by all shareholders to furnish the particulars of these accounts to the Registrars (Meristem Registrars and Probate Services Limited) as soon as possible.

7. Securities holders' rights

   In compliance with Rule 19.12 (c) of Nigerian Exchange Limited, a member and other securities holders of the company may ask questions not only at the annual general meeting but also in writing before the meeting. Such questions should be submitted at least one week before the date of the meeting.

8. Live Streaming of the AGM

The link for the live streaming will be made available on the Company's

website: https://www.fidson.com in due course.