Resolutions passed at the combined 26th and 27th annual general meeting of Tantalizers Plc

April 25, 2025 Lagos, Nigeria.

The shareholders of Tantalizers PLC ("the Company") at its combined 26th and 27th Annual General Meeting held on Wednesday, 23 April 2025 at 11:00 a.m., at the Event Centre, 20th floor, Nigerian Exchange Group House, 2-4 Customs Street Lagos proposed and passed the following resolutions:

1. That the Company's Audited Financial Statements for the year ended 31st December 2023, the Reports of the Directors and Auditors and Audit Committee thereon, submitted to the meeting be received and adopted.

2. That the Company's Audited Financial Statements for the year ended 31st December 2024, the Reports of the Directors and Auditors and Audit Committee thereon, submitted to the meeting be received and adopted.

3. To elect the following Directors;

   1. Adam Nuru

   2. Robert Speijer

   3. Charles Ifidon

   4. Ekundayo Olusegun

   5. Abimbola Izu

   6. Oyebode Akinboye

   7. Dr. Israel Ovirih

   8. Charles Quinn

4. That the Directors of the Company be and are hereby authorised to fix the remuneration of the Auditors (Abiodun Aina & Co) for the year ending December 31, 2025.

5. That pursuant to Section 404(3) of the Companies and Allied Matters Act 2020, the Audit Committee of the Company be and is hereby appointed until the completion of the Company's next Annual General Meeting. The following are to constitute the membership of the Audit Committee:

   1. Mr Bode Akinboye (Non-Executive Director)

   2. Mrs Bose Ayeni (Non-Executive Director)

   3. Mr Peter Eyanuku (Shareholders' Representative)

   4. Mr Babatunde Elekede (Shareholders' Representative)

      
      
      

   5. Mr Abayomi Adebayo (Shareholders' Representative)

6. That pursuant to Section 257 of the Companies and Allied Matters Act 2020, that the remuneration of the Managers of the Company be and is hereby disclosed at the Meeting.

   SPECIAL BUSINESSES/ORDINARY RESOLUTION

7. That the Directors of the Company be and are hereby authorised to fix their fees for the year ending December 31, 2025.

8. An ordinary resolution that the Issued Share Capital of the Company be and is hereby increased from N2,500,000,000 (Two Billion, Five Hundred Million Naira only) divided into 5,000,000,000 (Five Billion) ordinary shares of 50k to N5,000,000.00 (Five Billion Naira only) by the creation of 5,000,000,000 (Five billion)ordinary shares of 50k each such new shares to rank pari - passu in all respects with the existing ordinary shares in the capital of the Company.

9. An ordinary resolution that, (i) consequent upon the increase of the Issued Share Capital of the Company from N2,500,000,000 (Two Billion, Five Hundred Million Naira) to N5,000,000,000.00 (Five Billion Naira) by the creation of additional 5,000,000,000 (Five Billion) Ordinary Shares of 50kobo in the capital of the Company, and (ii) subject the Articles of Association of the Company, the Board of Directors of the Company be and is hereby authorized to establish a capital raising exercise to raise an additional capital of up to N2,500,000,000.00 (Two Billion, Five Hundred Naira only) through the issuance and allotment of up to 5,000,000,000 (Five Billion) ordinary shares of 50kobo each in the Capital of the Company whether by way of Private Placement, Public Offering or any such other means to existing shareholders, select individuals or the general public; the consideration, pricing and terms of such issuance to be determined by the Directors as they deem appropriate, subject to necessary regulatory approvals.

10. An Ordinary Resolution waiving the right of first refusal of the Shareholders as contained in the Company's Articles of Association and Section 142 of the Companies and Allied Matters Act 2020 in respect of the 5,000,000,000 (Five Billion) Ordinary Shares of 50kobo herein created in the capital of the Company to enable the directors offer the shares to such third parties under such terms and conditions as they deem fit.

11. An Ordinary Resolution that the directors be authorized to issue and allot 5,000,000,000 (Five Billion) ordinary shares of 50kobo each in the capital of the Company to such persons and under such terms and conditions as they deem fit and to take all steps they may consider necessary and in the interest of the Company to give effect to the resolutions herein.

12. An Ordinary Resolution that in the event of an over-subscription of any offer for the capital raise, the Directors be authorised to procure that part or all of the over -subscription funds raised be capitalised and additional ordinary shares allotted in a manner which they deem appropriate and for that purpose (a) to create additional shares as may be necessary or required to accommodate the absorption of such excess funds; (b) for the issued share capital of the Company to be increased accordingly, subject to the approval of relevant

    regulatory authorities, and (c) for consequential amendments to be made to the relevant clause of the Memorandum of Association of the Company.

13. An ordinary resolution that the Directors be and are hereby authorized, on behalf of the Company, to enter into, and execute all such agreements, deeds, notices and other documents as may be necessary for and / or incidental to the foregoing resolutions.

14. An ordinary resolution that the Directors be and are hereby authorized to appoint and or ratify the appointment of such professional parties and advisers and perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including without limitation, complying with the directives of any relevant regulatory authority.

15. An ordinary resolution that the Company Secretary be and is hereby authorized to do all such things necessary to give effect to the above resolutions at the Corporate Affairs Commission.

    SPECIAL BUSINESSES / SPECIAL RESOLUTIONS

16. A special resolution that the Directors be and are hereby authorized to undertake strategic restructuring of the Company whether into a holding company or subsidiary of a holding company, to reposition it as a leading food and entertainment company and to undertake mergers, acquisitions and business combinations as may be considered expedient upon terms and conditions as the Directors may deem fit for that purpose, and whether for cash, for shares or such other consideration as may be considered commercially beneficial to the objectives of the Company, and may allot such quantum of shares as may be required from the capital of the Company as consideration for any such acquisition or business combination subject to requisite statutory and regulatory approvals.

17. That the Directors be and are hereby authorized, pursuant to any strategic restructuring of the Company, to spin off any division or arm of the Company into a separate entity whether as a subsidiary or as an associated company on a going concern basis upon terms and conditions which the Directors deem commercially beneficial to the Company, subject to relevant statutory and regulatory approvals.

18. A special resolution that the Directors be and are hereby authorized, on behalf of the Company, to enter into, and execute all such agreements, deeds, notices and other documents as may be necessary for and / or incidental to the foregoing resolutions.

19. A special resolution that the Directors be and are hereby authorized to appoint and or ratify the appointment of such professional parties and advisers and perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including without limitation, complying with the directives of any relevant regulatory authority.

20. A Special Resolution that upon completion of the processes of increase in share capital and strategic restructuring in accordance with the resolutions above, the Memorandum and Articles of Association of the Company be amended as necessary to reflect the company's increase in share capital and strategic restructuring.

Dated this 24th day of April 2025

Olamide Babawale-Mo