Plc - amended notice of annual general meeting

NOTICE IS HEREBY GIVEN that the 65thAnnual General Meeting of Industrial & Medical Gases Nigeria Plc (the Company) will be held at Radisson Blu Hotel, 38-40 Isaac John Street GRA Ikeja, Lagos State, on Friday, June 20, 2025, at 11.00am for the following purposes:

1. To receive and approve the Audited Financial Statements for the year ended December 31, 2024, together with the Reports of the Directors, External Auditors, and Audit Committee thereon;

2. To declare a Dividend;

3. To elect/re-elect Directors;

4. To authorize the Directors to fix the remuneration of the Auditors;

5. To disclose the remuneration of the Managers of the Company in compliance with Section 257 of CAMA 2020; and

6. To elect/re-elect members of the Statutory Audit Committee.

   SPECIAL BUSINESS

7. To approve remuneration of Non-Executive Directors;

8. To approve that the Directors of the Company be and are hereby authorized to apply any outstanding shareholder loan, trade payable, or any other loan facility due to any person from the Company as may be agreed by the person and the Company, towards payment for any shares subscribed for by such person under the Rights Issue.

9. To approve the amendment of the Articles of Association of the Company to give effect to

   minor revisions in the provisions governing Director's Remuneration upon cessation of office.

10. That the Directors are hereby authorized to capitalize the sum of ₦24,974,682.30, out of the balance standing to the credit of the Share Premium of the Company, as at December 31, 2024, and available for distribution, and to appropriate the said capitalized sum to the members whose names are in the register of members as at the close of business on 5 June 2025, on the condition that the sum appropriated shall not be paid in cash but applied in paying up, in full, at par, on behalf of such holders, in the proportion of 1 (one) new ordinary share of 50 Kobo for every 10 (ten) ordinary shares of 50 Kobo held by them, as at the qualification date, and which shares shall rank pari passu in all respect with the existing ordinary shares of the Company.

1. PROXY

   A member of the Company entitled to attend, and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A proxy form is enclosed herewith. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of the Company's Registrars, Lancelot Registrars & Investor Relations Ltd, 245, Herbert Macaulay Way, Alagomeji Yaba, Lagos, P.M.B. 20343, Ikeja, Lagos or via e-mail: info@lancelotregistrars.com not later than forty-eight (48) hours before the time of the meeting. The Company has made arrangements to bear the cost of stamping the proxy forms submitted within the stipulated timeline.

2. DIVIDEND PAYMENT AND CLOSURE OF REGISTER OF MEMBERS:

   If the dividend recommended by the Directors is approved, the dividend will be paid on Wednesday, June 25, 2025 to shareholders whose names are registered in the Company's Register of Members at the close of business on Thursday, June 5, 2025. Notice is therefore hereby given that the Register of Members and Transfer Books of the Company will be closed from Friday, June 6, 2025, to Friday, June 13, 2025, both dates inclusive, to enable the preparation and payment of dividend.

3. NOMINATIONS FOR THE AUDIT COMMITTEE

   The Audit Committee consists of three (3) Shareholders, one (1) Non-Executive Director, and one (1) Independent Non-Executive Director. In accordance with Section 404 of the Companies and Allied Matters Act, 2020, (CAMA) any member may nominate a shareholder for election as a member of the Audit Committee by giving in writing, notice of such nomination to the Company Secretary at least twenty-one (21) days before the Annual General Meeting. We request shareholders to note Section 404 (5) of CAMA which 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 in Nigeria established by an Act of the national Assembly". We therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.

4. UNCLAIMED SHARE CERTIFICATES AND DIVIDEND WARRANTS

   Several dividends warrant and share certificates remain unclaimed or are yet to be presented for payment or returned to the Company for revalidation. Shareholders who have not received their certificates or dividend warrants are therefore advised to contact the Company's Registrars at the address stated above.

5. RE-ELECTION OF DIRECTORS

   In accordance with the Company's Article of Association and Section 285(1) and (2) of the Companies and Allied Matters Act 2020, Mr. Olawale Oyedele, and Mr. Adebayo Adeleke, will retire by rotation and being eligible, will be offering themselves for re-election. Their profiles and details of attendance

   at Board and Committee meetings are contained in the Corporate Governance Report and Report of Directors.

6. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

   Pursuant to Rule 19.12 (c) of Nigerian Exchange Limited's Rulebook, 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 Company Secretariat not later than two weeks before the date of the meeting.

7. ELECTRONIC ANNUAL REPORT:

The soft copy of the 2024 Annual Report can be accessed on our website https://www.img-ng.com and will be sent to our shareholders who have provided their email addresses to the Registrars. Shareholders who are interested in receiving the soft copy of the 2024 Annual Report should request via email to: info@lancelotregistrars.com