Resolutions passed at the 26th agm of FIDSON Healthcare plc

Lagos

1stAugust 2025.

Fidson Healthcare Plc held its 26thAnnual General Meeting on the 31stof July 2025 electronically in line with the provisions of the Business Facilitation Act, 2022 and hereby announces the resolutions passed at the meeting as follows:

1. PAYMENT OF DIVIDENDS: The Shareholders unanimously approved a dividend of N1.00 per 50 kobo ordinary shares, amounting to N2,294,996,275 (two billion, two hundred and ninety-four million, ninety-four million and ninety-six thousand, two hundred and seventy-five naira) only.
2. ELECTION AND RE-ELECTION OF DIRECTORS:

   1. The Shareholders unanimously re-elected Mr. Emmanuel E. Imoagene, a Director who retired by rotation.

   2. Mr. Philip I. Ejiofor and Dr. Babatunde K. Ipaye were elected as Non-Executive Directors, while Mr. Oshoke M. Ayebae was elected as an Executive Director.

3. FIXING OF AUDITORS' REMUNERATION: The Shareholders unanimously resolved that the Directors be and were authorised to fix the remuneration of the Auditors for the financial year ending 31stDecember 2025.

4. DISCLOSURE OF MANAGERS' REMUNERATION: The remuneration of Managers in the sum of N754,013,000 was disclosed to the shareholders.
5. ELECTION OF MEMBERS OF THE STATUTORY AUDIT COMMITTEE: A total

   of 3 nominees, being the outgoing shareholders' representatives on the Committee, were duly re-elected without any vote against them. The three shareholders who were re-elected are as follows:

   1. Chief Matthew Akinlade, FCA

   2. Alh. Abdulkabir Babatunde Sarumi

   3. Mr. Sunday Solomon Akinsanya

   The Directors representing the Board on the Committee are Mr. Emmanuel E. Imoagene and Mr. Philip I. Ejiofor.

6. APPROVAL OF DIRECTORS' REMUNERATION: The shareholders unanimously approved the remuneration of the Non-Executive Directors for the year ending 31stDecember 2025 in the sum of N32,500,000.

7. RENEWAL OF MANDATE ON RECURRING TRANSACTION WITH RELATED PARTIES: The Shareholders unanimously resolved "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."
8. AUTHORITY TO RAISE ADDITIONAL CAPITAL

   The Shareholders considered and passed the following special resolution, viz:

   "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.

9. The Shareholders also considered and passed the following special resolution, viz:

"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.".