Notices of annual general meeting (agm)

NOTICE IS HEREBY GIVEN THAT the 48th Annual General Meeting of International Breweries Plc ("the Company") will be held via Zoom Teleconference on Wednesday 30th July 2025 at

11.00 a.m. prompt to transact the following business:

1. To receive the Audited Financial Statements for the year ended 31st December 2024, together with the reports of the Directors, Auditors and the Statutory Audit Committee thereon.

2. To elect the following Directors

   1. Ms. Chinyere Ezeugwu

   2. Mrs. Awuneba Ajumogobia

3. To re-elect the following Directors who are eligible for retirement by rotation:

   1. Ms. Olutoyin Odulate

   2. Mr. Bruno Zambrano

   3. Mr. Cherien Kurien, KFA

4. To authorize the Directors to fix the Remuneration of the External Auditors.

5. To disclose the Remuneration of the Managers of the Business.

6. To elect members of the Statutory Audit Committee.

   SPECIAL BUSINESS:

7. To approve the remuneration of Non-Executive Directors for the year ending 31st December 2025.

8. To consider and, if approved, pass the following as an Ordinary Resolution of the Company:

   "THAT, in accordance with Rule 20.8 of the Rulebook of the Nigerian Exchange Limited 2015, as amended, the Company is hereby granted a general mandate to procure goods, services, and financing, and to enter into any incidental transactions necessary for its day-to-day operations from its related parties or interested persons. This mandate shall be valid throughout the 2025 financial year and up to the date of the next Annual General Meeting, provided all such transactions are conducted on normal commercial terms consistent with the Company's Transfer Pricing Policy. All transactions falling under this category, which were entered into in the 2024/2025 financial year prior to the date of this meeting, be and

   are hereby ratified."

9. To authorise the Board and Management to do all acts and take all actions to give effect to the above resolutions subject to all and any regulatory authorization that may be required.

Anne Agbo - FRC/2013/PRO/NBA/002/00000000855

For: DCSL Corporate Services Limited Company Secretaries FRC/2024/C0Y/876656

• Proxy: Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment of the proxy to be valid, a Proxy Form must be completed and deposited either at the office of the Registrars, Apel Capital Registrars Limited, at 8 Alhaji Bashorun Street, off Norman Williams Crescent, South-West Ikoyi, Lagos or via E-mail to: registrars@apel.com.ng; info@apel.com.ng not later than 48 hours before the time fixed for the meeting. The Company shall bear the cost of stamping the proxy forms in accordance with the Stamp Duty Acts 2014
• Virtual Meeting Link: By virtue of schedule 11 of the Business Facilitation (Miscellaneous Provisions) Act 2023, which amended section 240 of the CAMA and the provision of article 17 of the Company's Articles of Association (as amended), the 48th Annual General Meeting of the Company will be held virtually via Zoom Cloud Meeting platform. Members will be required to preregister ahead of the meeting by visiting the Investor hub of the Company's website at https://www.internationalbreweries.com.
• Stamping of Proxy: The Company has made arrangement at its cost, for the stamping of the duly completed and signed Proxy Forms submitted to the Company's Registrars, Apel Capital Registrars, at 8 Alhaji Bashorun Street, off Norman Williams Crescent, Southwest Ikoyi, Lagos within the stipulated time.

• Closure of Register and Transfer Books: The Register of Members shall be closed from Monday, 21st July 2025 to Wednesday, 23rd July 2025 (both days inclusive) for the purpose of updating the Register of Members in preparation for the Annual General Meeting.

• Nomination of Statutory Audit Committee Members: The Statutory Audit Committee consists of three (3) Shareholders and two (2) Directors. In accordance with Section 404(6) of the Companies and Allied Matters Act (CAMA) 2020, any member may nominate a Shareholder as a member of the Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the Annual General Meeting. Such notice of nominations should be sent to the Company Secretaries via email to info@dcsl.com.ng. Members are also advised to ensure that the nomination to the Statutory Audit Committee is supported by the Curriculum Vitae of the nominees. Please note that Section 404(5) of the CAMA and the Nigerian Code of Corporate Governance 2018 require all members of the audit committee to be financially literate, and at least one member to be a member of a professional body in Nigeria established by an Act of the National Assembly. In addition, regulation 26 (3) of the Audit Regulation 2020 of the Financial Reporting Council of Nigeria ("FRCN") requires all members of the Audit Committee to be registered with the FRCN. Accordingly, to be valid, nomination should clearly state the FRC number of the person being nominated. We, therefore, request that all nominations to the Audit Committee should be accompanied by the Curriculum Vitae of the Nominees clearly reflecting the FRC number of the person being nominated.
• Election/Re-election of Directors: Pursuant to Section 274(2) of the CAMA, the Board appointed Ms. Chinyere Ezeuwu as an Executive Director and Mrs. Awuneba Ajumogobia as a Non-Executive Director to fill the casual vacancies on the Board. The Board will be presenting them at the meeting for members' ratification. Additionally, in line with Section 285 (1) of CAMA 2020, the Directors to retire by rotation are

  1. Ms. Olutoyin Odulate

  2. Mr. Bruno Zambrano

  3. Mr. Cherien Kurien, KFA

     The profiles of the Directors are contained in the Annual Report and on the Company's

     website at https://www.international-breweries.com.

     On a related note, HRM Nnaemeka Alfred Achebe who is eligible for a yearly renewal in accordance with Article 16 of the Memorandum and Article of Association of the Company which states that "the chairman, when appointed, shall be in office for five (5) years and renewable yearly thereafter" has offered himself for re-election.

     Special notice is being given to re-elect HRM Nnaemeka Alfred Achebe who is aged over 70 years as a Director pursuant to Sections 261 and 282 of the Companies and Allied Matters Act, 2020.

• E-Annual Report: The electronic version of the annual report may be downloaded at the Company's website https://www.international-breweries.com. Shareholders who have provided their email addresses to the Registrars will receive the electronic version of the Annual report via email.
• Unclaimed Share Certificates and Dividend Warrants: Several share certificates and dividend warrants have been returned to the Registrars as 'unclaimed'. Shareholders affected by this notice advised to contact the Company's Registrars, Apel Capital Registrars, at 8 Alhaji Bashorun Street, off Norman Williams Crescent, Southwest Ikoyi, Lagos for resolution. The Company has also published the list of unclaimed dividends on its website: https://www.international-breweries.com.
• Rights of Shareholders to Ask Questions: In compliance with Rule 19.12(c) of the Nigeria Exchange Limited's Rulebook, a member and other Security Holder of the Company have a right to ask questions not only at the Annual General Meeting, but also in writing prior to the Meeting, and such questions must be submitted at least one week before the meeting.
• Related Party Transaction: In compliance with Rule 20.8 of the Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons or their proxies shall abstain from voting on Resolution 8 above.
• Change of Address: Members are requested to notify the Registrars at 8 Alhaji Bashorun Street, off Norman Williams Crescent, Southwest Ikoyi, Lagos or email info@apel.com.ng of changes, if any, in their registered addresses and/or other details.