PROXY FORM
Please tear off and complete
I/We
of being a member/members of PZ CUSSONS NIGERIA PLC
hereby appoint*
of
or failing him/her represent, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the 77thAnnual General Meeting of the Company to be held at the Transcorp Hilton, FCT, Abuja, at 11.00am on 3rdDecember 2025 and at any adjournment thereof.
RESOLUTION** FOR AGAINST ABSTAIN
1 | a. To re-elect Mrs. Ifueko M. Omoigui Okauru,MFR as a Director | |||
b. To re-elect Dr. Suleyman A. Ndanusa, OFR as a Director | ||||
c. To re-elect Mr. Dimitris Kostianis as a Director | ||||
d. To elect Chief Anthony Idigbe, SAN, PhD, as a Director | ||||
e. To elect Mr. Richard Walker, as a Director | ||||
2 | To authorise the Directors to fix the remuneration of the Auditors | |||
3 | To elect members of the Audit Committee | |||
4 | To disclose the remuneration of Managers | |||
5 | To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company: "THAT the remuneration of the Non-Executive Directors of PZ Cussons Nigeria Plc for the year ending 31stMay 2026 be and is hereby fixed at ₦98 million (ninety-eight million Naira) and that sitting allowance be paid outside the fixed remuneration. | |||
6 | To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company: "THAT, pursuant to Rule 20.8 of the Rulebook of the Nigerian Exchange Limited 2015, a general mandate be and is hereby given authorising the Company during the 2026 financial year and up to the date of the next Annual General Meeting, to procure goods, services, and financing and enter into such incidental transactions necessary for its day-to-day operations from its related parties or interested persons on normal commercial terms consistent with the Company's Transfer Pricing Policy. All transactions falling under this category which were earlier entered into in the 2025/2026 financial year, prior to the date of this meeting be and are hereby ratified." | |||
Please indicate with an "X" in the appropriate space how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain at his/her discretion.
As witness my/our hand(s) this day of 2025
Signed
NOTETHIS PROXY FORM SHOULD NOT BE COMPLETED/RETURNED IF THE MEMBER IS ATTENDING THE MEETING.
A member entitled to attend and vote at the general meeting is entitled to and may if he/she wishes, appoint a proxy to act for him/her. All proxy forms must be deposited at the registered office of the Company shown overleaf not less than 48 hours before the time for holding the meeting. A proxy need not be a member of the Company.
The Chairman of the meeting has been printed on the form to ensure that someone will be at the meeting to act as your proxy, but if you wish, you may appoint anyone else instead by entering the person's name in the blank space (marked*) above.
In the case of joint shareholders, anyone of such may complete the form, but the names of all joint shareholders must be stated.
It is a requirement of the law under the Stamp Duties Act, Cap 411 Laws of the Federation of Nigeria 1990, that any instrument of proxy to be used for the purposes of voting by any person entitled to vote at any meeting of shareholders must be duly stamped by the Commissioner for Stamp Duties.
If the shareholder is a corporation, this form must be under its common seal or under the hand of some officer or attorney duly authorised in that behalf.

