Lagos, Nigeria, May 15, 2025
RESOLUTIONS PASSED AT THE EXTRAORDINARY GENERAL MEETING OF MECURE INDUSTRIES PLC HELD ON MAY 14, 2025
At the Extraordinary General Meeting of MeCure Industries PLC (the "Company" or "MeCure") duly convened and held virtually via the Zoom teleconference platform on Wednesday, 14th of May 2025, the following special resolutions were duly passed:
SPECIAL RESOLUTIONSIt was resolved that:
The Company be and is hereby authorised to raise additional capital of up to N30,000,000,000 (Thirty Billion Naira Only) or its foreign currency equivalent in the Nigerian and/or international capital markets through the issuance of up to 2,500,000,000 (Two Billion, Five Hundred Million) ordinary shares, either as a standalone issue(s) or by the establishment of a capital raising programme(s), whether by way of public offerings, private placements, rights issues and/or other transaction modes, at price(s) determined through book building or any other acceptable valuation method or combination of methods at such dates, and on such terms and conditions as may be determined by the Board of Directors of the Company (the "Board") subject to obtaining the requisite regulatory approvals;
The Company's issued share capital be increased by the exact number of shares which will be offered under the
capital raise upon the determination of the terms of the capital raise by the Board further to the above resolution;
Further to the above approvals, the Board be, and is hereby, authorised to: (i) pass the relevant resolutions increasing the Company's share capital by the specific number of new ordinary shares required for the capital raise; and (ii) allot such said number of new ordinary shares upon completion of the capital raising exercise;
The Board (where it deems appropriate) be authorised to take the necessary steps to cancel any unallotted shares of the Company created pursuant to (c) above;
After the increase of the Company's share capital and the allotment of the new ordinary shares in accordance with resolutions above, the Memorandum and Articles of Association of the Company be amended as necessary to reflect the Company's new Issued Share Capital; and
The Board be and is hereby authorised to do all acts and things, and to approve, sign and/or execute all documents, perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions".
The Amendment to the Company's Memorandum of Association was approved as follows:
That Clause 3 of the Memorandum of Association of the Company be and is hereby amended by the insertion to the new object clauses as follows:
To manufacture, formulate, process, develop, refine, import, export, wholesale and/or retail trade all kinds of pharmaceuticals products, medicines, drugs, biologicals, neutraceuticals, healthcare, ayurvedic and dietary supplement products, medicinal preparations, vaccines, chemicals, multivitamin products and dry salters of all kinds of pharmaceuticals and allied products, and to engage in business of healthcare, life sciences, research and development, contract manufacturing in Nigeria and/or abroad
To deal in medicinal goods such as surgical instruments, contraceptives, photographic goods, oils, perfumes, cosmetics, patent medicines, soaps, artificial limbs, hospital requisites, proprietary medicines, veterinary medicines and tinctures extracts
To carry on the business of vialling, bottling, repacking, processing of pharmaceutical products tablets, capsules, syrups, injections, ointments, etc and also to carry on the business of chemists, druggists, buyers, sellers, agents, distributors and stockist of all kinds of pharmaceuticals and allied products
That the Memorandum of Association of the Company be re-numbered as appropriate following the amendments in resolution ii (a) above;
The Board be and is hereby authorised to take all such steps, execute all documents, and give all such directives as may be necessary to give effect to the foregoing resolution.
By Order of the Board
BANWO & IGHODALO COMPANY SECRETARY