Notices of annual general meeting (agm)

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1. To lay before members the Audited Financial Statements for the year ended 31 December 2025, and the Report of the Directors, Auditors and Audit Committee thereon.

2. To declare a dividend.

3. To re-elect the following Directors who are retiring by rotation:

   1. Mr. Khalifa Biobaku, and

   2. Ms. Obi James.

4. To authorize the Directors to fix the remuneration of the External Auditors for the 2026 Financial Year.

5. To elect members of the Statutory Audit Committee.

6. To disclose the Remuneration of Managers of the Company.

   SPECIAL BUSINESS

7. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company, the details of which are set out in note 11 to this Notice of Annual General Meeting:

   "That a general mandate be and is hereby given, authorizing the Company through the Directors to enter into recurrent transactions with related parties or companies until reviewed by the Company at an Annual General Meeting."

8. To consider and, if thought fit, pass the special resolution set out in note 12 to this Notice of Annual General Meeting approving the Long-Term Incentive Plan for employees, as proposed by the Board of Directors and further described in the Circular attached to this Notice.

1. 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. A proxy form must be completed and deposited at the office of the Company's Registrar, Africa Prudential PLC, 220B Ikorodu Road, Palmgrove, Lagos or sent via email to cxc@africaprudential.com not later than 48 hours before the time fixed for the meeting.

2. STAMPING OF PROXY

   The Company has made arrangements at its cost for the stamping of duly completed and signed proxy

   forms submitted to the Company's Registrars within the stipulated timeline.

3. CLOSURE OF REGISTER

   The Register of Members and Transfer Books will be closed from 12 June 2026 to 18 June 2026 (both dates inclusive) for the purpose of updating the Register of Members and payment of Dividend.

4. DIVIDEND

   Directors have recommended to members the payment of a dividend of N1.00 per share. A resolution to this effect will be put to the meeting for the approval of members. If the Dividend recommended by the Directors is approved by members at the Annual General Meeting, Dividend will be paid, subject to withholding tax, on 26 June 2026 to the shareholders whose names appear in the Company's Register of Members at the close of business on 11 June 2026.

   Shareholders are advised to complete the e-dividend registration form by clicking on the "Claim Your Dividend" link available at Africa Prudential Plc's self-service portal to enable direct credit of their dividend on 26 June 2026.

5. NOMINATION TO THE STATUTORY AUDIT COMMITTEE

   Pursuant to Section 404(6) of the Companies and Allied Matters Act, 2020 ("CAMA"), any member may nominate a shareholder as a member of the Statutory Audit Committee by giving notice in writing of such nomination. Such notice shall reach the Company Secretary not later than 4 June 2026, being at least 21 days before the Annual General Meeting. Section 404 (5) CAMA provides that all members of the Statutory Audit Committee must 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. To ensure validity, nominations should be accompanied by a copy of the nominee's curriculum vitae and evidence of financial literacy.

6. RIGHT OF SECURITIES' HOLDERS TO ASK QUESTIONS

   Shareholders and other holders of the Company's securities have a right to ask questions not only at the meeting, but also in writing prior to the meeting, and such questions must be submitted to the Company on or before 23 June 2026.

7. UNCLAIMED DIVIDENDS

   Shareholders who are yet to claim their outstanding dividends are hereby advised to complete the e-dividend registration form by clicking on the "Claim Your Dividend" link available at Africa Prudential Plc's self-service portal for the purpose of claiming their outstanding dividends.

   A list of shareholders who are yet to claim their dividends as of 31 March 2026, is available on the

   Company's Website at https://www.uacnplc.com.

8. BIOGRAPHICAL DETAILS OF THE DIRECTOR FOR RE-ELECTION

   In accordance with the provisions of the Company's Articles of Association, the Directors to retire by rotation at the 2026 Annual General Meeting are Mr. Khalifa Biobaku and Ms. Obi James. The retiring Directors, being eligible, offer themselves for re-election.

   The biographical details of the Directors submitted for re-election are contained in the Annual Report

   and on the Company's website at https://www.uacnplc.com.

9. E- ANNUAL REPORT PUBLISHED ON THE WEBSITE

   In order to improve delivery of our Annual Report, we have inserted a detachable Form to the Annual Report and hereby request shareholders who wish to receive the Company's Annual Report in an electronic format to complete and return the Form to the Registrars for further processing. In addition, Annual Reports are available online for viewing and download from our website at https://www.uacnplc.com.

10. VOTING BY INTERESTED PERSONS

    In line with the provisions of Rule 20.8(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 7 above.

11. RECURRENT TRANSACTIONS WITH RELATED PARTIES

    UAC operates a group structure with subsidiaries and associate companies. By virtue of the group structure, there are routine intercompany and intra-group transactions that occur throughout the year. UAC specifically seeks to promote efficient financial management, with UAC granting working capital support facilities to subsidiary and associate companies and vice versa in furtherance of optimal treasury management. Transactions are carried out on arm's length terms and conditions subject to compliance with the applicable laws and regulations.

12. LONG-TERM EMPLOYEE INCENTIVE PLAN ("LTIP") - SPECIAL RESOLUTION FOR SHAREHOLDER APPROVAL

    To consider and if thought fit, approve the following sub-joined resolutions as a special resolution of the Company:

    1. "Subject to all requisite regulatory approvals, that the Company hereby approves the Long-Term Incentive Plan (the "LTIP") described in the Notice of the AGM and that the Directors be and are hereby authorised to take all such steps and to do all such things as are required to give effect to the establishment of the LTIP, including but not limited to the establishment of an Employee Share Option Scheme (the "VCP") as the component of the LTIP, subject to a maximum size of an additional 10% of the issued share capital of the Company;

    2. That the VCP shall be administered by the Board, and the Board may, in its discretion, do so through the appointment of a trustee on such terms and conditions as may be approved by the Board;

    3. That in order to give effect to the VCP the Board may authorise (i) the issue of any existing unissued shares in the capital of the Company (ii) the issue of new shares or (iii) the purchase by the Company of its own shares or the purchase by trustee of shares of the Company on the floor of the Nigerian Exchange, or (iv) through such other methods as may be approved by the Board, whether solely or in such combination as the Board may determine;

    4. That any shares purchased by the Company or by the trustee under the proposed VCP on the floor of the Nigerian Exchange shall not at any time exceed a maximum of an additional 10% of the issued share capital of the Company;

    5. That the authorisations granted to the Board of the Company with respect to the VCP shall remain valid and effective unless amended by the shareholders in general meeting, for as long as the VCP remains in operation by the Company."

UAC's objective is to generate attractive long-term, risk-adjusted returns for shareholders. In pursuit of this objective, the Company has implemented a number of strategic initiatives aimed at reducing complexity, sharpening focus on its core operating platforms, transforming the scale of the Group's operations and creating sustainable value.

On 30 June 2021, the Company's shareholders approved an initial Value Creation Plan (the "Initial VCP"), designed to ensure that UAC continues to attract, retain, and motivate talented managers with an owner's mindset. Creating shareholder value remains a key focus of the Board, and Management continues to prioritise growth, scale, and simplicity in delivering this objective.

Since the Initial VCP was approved, the business has scaled significantly. Group revenue has grown from

₦81 billion in 2020 to ₦340 billion in 2025, and underlying profit before tax has grown from ₦3.6 billion to

₦27 billion. On a pro-forma basis, including the full year of contribution from C.H.I. Limited, 2025 Group revenue is approximately ₦707 billion and profit before tax is ₦36 billion, a tenfold increase from the 2020 base.

Over the LTIP performance period, the Company's share price has grown tenfold from ₦10 in July 2021 to ₦100 in April 2026. Total shareholder return, which is share price appreciation plus dividends paid, compounded at approximately 62% per annum, more than three times the LTIP's 18% per annum threshold.

The Board believes that the Initial VCP has been instrumental to the value created for shareholders and therefore recommends a re-introduction of the VCP model (the "VCP") to support sustained performance, while continuing to attract, retain, and motivate talented managers with an owner's mindset. Of particular importance is the need to reinforce long-term thinking and decision-making across the leadership team.

To this end, the Company engaged the services of PricewaterhouseCoopers LLP UK to advise the Board on a framework that supports its strategic ambitions, while ensuring the retention and motivation of key talent.

In designing an LTIP that addresses these objectives, the Board was guided by five key remuneration principles. The remuneration structure should:

1. provide an appropriate incentive to focus management on delivering exceptional performance and driving shareholder value creation;

2. reward management based on value created and the achievement of key strategic milestones;

3. promote entrepreneurial behaviours;

4. be palatable to shareholders and aligned with governance standards; and

5. ensure that executives act with owners' mindset.

With these principles in mind, the Board is proposing a re-introduction of the VCP that aligns the interests of executives and shareholders over a five-year period, with performance measured by Management's ability to maximise the value of UAC.

The Board believes that by focusing Management on the single objective of maximising UAC's value, direct alignment between Management and shareholder goals will be strengthened. Consistent with the principle of pay-for-performance, the VCP is structured such that there will be no payout if defined thresholds are not met. Participants will only become entitled to a share of the value created where a minimum return to shareholders is delivered.

A VCP has been designed to incentivise employees to deliver exceptional returns for shareholders over a five-year period (the "Performance Period"). Under the VCP, participants will receive (in the form of ordinary shares in the Company ("Shares") a proportion of the value delivered for shareholders over a five-year period, provided that the Company delivers a minimum total shareholder return ("TSR") of 18% per annum. Should this return be delivered, an incentive pot equal to 10% of the value created will be set aside for distribution to participants.

Selection of employees to participate in the VCP is at the discretion of the Board. As with the 2021 VCP, participation in the proposed VCP will be supervised by the Board through the Governance and Remuneration Committee of the Board (the "GRC").

Under the proposed VCP, the Board of the Company may grant an eligible employee a right (a "Conditional Award") to receive a proportion of the Company's total shareholder return if a threshold TSR (the "Threshold TSR") is achieved. The Threshold TSR will be an 18% compound annual return. If the Threshold TSR is achieved, the Participant Benefit will be calculated and will be available for distribution to participants. The proportion to which the participant is entitled (the "Participation Rate Percentage") will be set at the time the Conditional Award is granted.

1. on the first conversion of the relevant Conditional Award, the difference between the market capitalisation on the first Measurement Date plus any dividends or distributions made during the period between the Initial Date (i.e. in respect of a Conditional Award, the Conditional Award Date, or such other date as is determined by the Board) and the first Measurement Date, less the initial market capitalisation;

2. for any conversion after the first Conversion of the relevant Conditional Award, the difference between the market capitalisation on the relevant Measurement Date plus any dividends or distributions made during the period since the last Measurement Date, less the market capitalisation on the last Measurement Date, multiplied by 10 per cent and further multiplied by the Participation Rate Percentage.

Conditional Awards may be granted by the Board at anytime.

A Conditional Award may not be made when prevented by any Dealing Restrictions; or after the fifth anniversary of the shareholders' approval of the VCP.

At the time the Conditional Award is granted, the Board will set the dates by reference to which the value of the Conditional Award will be measured for each year of the performance period. These dates will normally be the 30 days following the announcement of the Company's results for each financial year in the performance period (the "Measurement Date"). Following each Measurement Date, the Conditional Award will convert into a nil cost option with the number of Shares subject to the nil cost option to be determined in accordance with the following steps:

The Board shall determine the number of Shares subject to a Nil Cost Option to be granted to an Award Holder in accordance with the following method:

1. For each Measurement Date, calculate the measurement TSR for the relevant Measurement Date.

2. The Conditional Award shall only convert if the measurement TSR for the relevant Measurement Date meets or exceeds the Threshold TSR;

3. If the condition in paragraph 2 above is met, calculate the Participant Benefit for the purposes of the conversion.

4. The participant shall on conversion be entitled to the grant, on the conversion date for the relevant Measurement Date or as soon as practical thereafter, of a nil cost option over the number of Shares which equates to the Participant Benefit divided by the measurement share price for that Measurement Date, rounded down to the nearest whole Share.

5. At the relevant conversion date, if on the conversion of the Conditional Award the number of Shares to be granted to the participant under the nil cost option (when aggregated with the number of Plan Shares under any nil cost options granted on any previous Conversion Dates and which have not lapsed) shall exceed an additional 10% of the issued share capital of the Company, the Board shall reduce the number of Shares subject to the nil cost option accordingly.

The Board may deliver awards either as nil-cost options over Shares or equivalent rights. No awards may be granted when prevented by any dealing restrictions.

Nil cost options will vest as follows:

1. For each nil cost option granted on the first Measurement Date of the relevant Conditional Award:

   1. the nil cost option shall vest over 50 per cent of the Shares subject to the nil cost option on the date on which the nil cost option was granted; and

   2. the remaining 50 per cent of the Shares subject to the nil cost option which did not vest under paragraph a above shall vest on the third Measurement Date of the relevant Conditional Award; and

2. For each nil cost option granted on the second Measurement Date of the relevant Conditional Award:

   1. the nil cost option shall vest over 50 per cent of the Shares subject to the nil cost option on the date on which the nil cost option was granted; and

   2. the remaining 50 per cent of the nil cost option which did not vest in paragraph a above shall vest on the third Measurement Date of the relevant Conditional Award; and

3. For each nil cost option granted on or after the third Measurement Date of the relevant Conditional Award, the nil cost option shall vest over all of the Shares subject to the nil cost option on the date the nil cost option is granted.

Any vesting of an award described above is subject to the discretion of the Board to vary the level of vesting, where it considers that the formulaic vesting would not be a fair and accurate reflection of business performance, the participant's personal performance, and such other factors as the Board may consider appropriate.

Awards structured as nil-cost options may normally be exercised during the period from vesting until the tenth anniversary of the grant date of the Conditional Award.

The aggregate number of Shares over which nil cost options may be granted under the proposed VCP shall not exceed 10 per cent of the Company's issued share capital from time to time. For the avoidance of doubt, this is additional to the 10 per cent of share capital permitted for the grant of awards under the Company's previous Value Creation Plan adopted in 2021.

Awards which have lapsed or have been renounced will not count towards the limits set out above.

Under the rules of the VCP, the Board may, in its absolute discretion, invoke malus and/or clawback provisions at the time of conversion of a Conditional Award or vesting of a nil cost option (or at any time before) if the Board determines there have been exceptional circumstances. These circumstances may include (without limitation) any one or more of the following:

1. Discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any UAC Group member.

2. The assessment of any performance target or condition in respect of a Conditional Award or nil cost option was based on error, or inaccurate or misleading information.

3. The discovery that any information used to determine the number of Shares subject to a nil cost option was based on error, or inaccurate or misleading information.

4. Action or conduct of the participant occurs or is discovered which in the reasonable option of the Board, amounts to fraud or gross misconduct.

5. Events or behaviour of the participant have led to the censure of a UAC Group member by a regulatory authority or have had a significant detrimental impact on the reputation of any UAC Group member provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them.

6. A material failure of risk management of the Company or a UAC Group member or a business unit of the Group occurs or is discovered.

7. The Company or any UAC Group member or business of the UAC Group becomes insolvent or otherwise suffers a corporate failure so that the value of the Shares is materially reduced, provided that the Board determines following an appropriate review of accountability that the participant should be held responsible (in whole or in part) for that insolvency or corporate failure.

Under these provisions, the Board may reduce and/or impose additional conditions on the amount of any outstanding award or require the participant to return some or all of the value of the Shares received under the award.

Except in certain circumstances set out below, if a participant ceases to hold office or employment with a member of the UAC Group, he/she will lose his/her entitlement to any Conditional Award and unvested awards he/she holds.

However, if a participant ceases to hold office or employment because of his/her death, injury, ill health, disability, redundancy, retirement by agreement with the Company, the sale of the participant's employing company or business of the UAC Group or in other circumstances at the discretion of the Board (a "Good Leaver Reason"):

1. the Board may in its absolute discretion allow the Conditional Award to continue until the Measurement Date following his cessation of office or employment; and

2. any unvested award may, at the Board's discretion, continue to vest on the date when it would have vested as if he/she had not ceased office or employment.

Where a participant ceases to hold office or employment for a Good Leaver Reason, the Conditional Award in respect of the year in which cessation of office or employment occurs and/or the extent to which any unvested awards vest, may, at the Board's discretion, be prorated to reflect the period of time between the grant of the Conditional Award and the date of cessation of office or employment.

If a participant dies, the Board may determine that the personal representatives of the deceased participant shall be entitled to exercise the nil cost options of the deceased participant at such earlier date and for such period as it may determine. If not so exercised, the nil cost options shall lapse at the end of such period.

Where awards have been structured as options, they may (to the extent vested) be exercised following the participant's cessation of office or employment during a period determined by the Board.

In the event of a change of control or winding up of the Company:

1. the Board will determine the value of any outstanding Conditional Award using as the measurement price the value of the offer consideration per share in connection with the change of control, or in the case of a winding up, the proceeds per share on the winding up; and

2. to the extent not vested, nil cost options will vest at the time of such corporate event.

Alternatively, the Board may decide that any outstanding Conditional Awards and awards will be exchanged for equivalent awards agreed with the acquiring company.

The Board may, at any time, amend the provisions of the VCP Rules in any respect. The prior approval of the Company's shareholders will be obtained in the case of any amendment to the advantage of current or future participants which is made to the provisions relating to the basis for determining an eligible employee's entitlement (or otherwise) to be made an award and/or to acquire Shares on the exercise of a nil cost option (as the case may be) under the VCP; the persons to whom an award may be made; the limit on the aggregate number of Shares over which awards may be made; the adjustment of awards on a reorganisation; or provisions on amendments to the VCP Rules. There are however exceptions to the requirement to obtain shareholder approval, e.g. any minor amendment to benefit the administration of the VCP; to take account of any change in legislation; to comply with a decision of a Nigerian Court; or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or member of the UAC Group.

Awards are not transferable other than to participants' personal representatives in the event of their death, or where exceptionally the Board has permitted a Conditional Award to be held by a trustee on behalf of the participant. Awards will also lapse immediately if the participant purports to transfer, charge, or otherwise alienate the Conditional Award, unless the Board determines otherwise.

In the event of a reorganisation of capital or an event affecting the capital or funding of the UAC Group (including, by way of example but without limitation, where UAC makes any acquisition which is funded in whole or in part by debt financing):

1. in relation to a Conditional Award, the initial market capitalisation, the Threshold TSR, the Participation Rate Percentage, the description of the Shares, or any one or more of these; or

2. in relation to a nil cost option, the number of Shares subject to the nil cost option, the description of the Shares, or any one or both of these, or

such other factors as are determined to be appropriate shall be adjusted in such manner as the Board, shall determine, and which the Company's advisors selected for this purpose confirm to be fair and reasonable.

Any Shares allotted or transferred in connection with the VCP will normally rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their issue or transfer).

The benefits received under the VCP are not pensionable.

The Board of Directors believes that it is in the best interest of shareholders to support the proposed arrangement for the following reasons:

1. It Focuses on long-term sustainable performance

   It is imperative that our employees are focused on making appropriate and timely decisions aimed at delivering sustainable business performance, and have the flexibility to respond to the challenges faced by our business in order to protect value, and/or develop opportunities as they arise. The LTIP has been designed to support our employees in making these decisions whilst also promoting sustained market performance.

2. It fosters alignment to shareholder experience

   Through the LTIP, employees share in the same ownership experience as the Company's shareholders, and will share directly in the growth of the Company if they meet the targets that have been set under the LTIP.

3. It fosters attraction and retention of the best talent

The ability to deliver market leading levels of reward is essential for UAC, as we compete for talent with Nigeria's best institutions. Our employees are key to the delivery of the Company's growth strategy. The proposed plan is considered to be the best way to focus management on tangible value creation over the long term, and retain critical talent.

The VCP Rules are available for review at https://www.uacnplc.com/investors/events-presentations/# up to and including the date of the Annual General Meeting and at the place of the Annual General Meeting from one hour prior to its commencement until its conclusion.