VITAFOAI'4 NIGERIA PLC ....
NOTICE IS HEREBY GIVEN that the 64°' Annual General Meeting of members of VITAFOAM NIGERIA PLC {the Company) will be held at NECA House, Hakeem Balogun Street, Central Business District, Alausa, Ikeja, Lagos State on Thursday, Sth March, 2026 at 10.00a. m to transact the following business:
AGENDA
Ordinary Business
To lay before the members the Report of the Directors, the Audited Financial Statements for the year ended 30*h September, 2025 together with the Report of the Auditor and the Audit Committee thereon.
To declare a Dividend.
To re-elect Mr. Ademola O. Bolarinde as a Director
To re-elect for. Achike C. Umunna as a Director
To authorize the Directors to fix the remuneration of the Auditor.
To disclose the remuneration of° Managers in compliance with the Companies and Allied Matters Act 2020.
To elect Plembers of the Audit Committee.
Special Business
To approve Directors' fees.
To authorize the renewal of recurrent transactions which are of trading nature or those necessary for day-to-day operations from related companies in accordance with the Rules of the Nigerian Exchange Limited governing transactions with related parties or interested persons.
To consider and pass the following as special resolutions'
Increase in Share Capital
THAT the share capital of the Company be and is hereby increased from N625,422,531 (Six Hundred and Twenty-Five Million Four Hundred and Twenty-Two Thousand Five Hundred and Thirty-One Naira Only} to N750,506,438 (Seven Hundred and Fifty Million Five Hundred and Six Thousand Four Hundred and Thirty-Eight Naira Only) by the creation of 250, 168,812 ordinary shares of 50 (fifty) kobo each. The new shares are to rank pari passu in all respects with the existing ordinary shares of the Company
Amendment of Memorandu m and Articles of Association
THAT Clause 5 in the Memorandum of Association and Clause 3 in the Articles of Association of the Company, be amended by deleting "The Issued Share Capital of the Company is N625,422,5 31 divided into 1,250,844,064 ordinary shares of 50 kobo each" and be substituted respectively with: "The Issued
Share Capital of the Company is N750,506,438 divided into 1,501,012,876
Ordinary Shares of 50 (Fifty) Kobo each"
Bonus IssueTHAT pursuant to the Articles of Association of the Co mpany and the recommendation of the Directors, the sum of N125,084,406 be and is hereby capitalized from the Retained Earnings and be set aside for distribution to all members whose names appear in the Register of Mem bers at the close of business on 6°^ February, 2026 on the condition that the sa me shall not be paid in cash but shall be applied in paying in full for 250,168,812 new ordinary shares of 50 kobo each to be allotted and credited as fully paid to and among such members in the proportion of 1 (one) new ordinary share for every 5 (five) existing ordinary shares held by them at that date, subject to necessary approvals from the appropriate authorities. The shares so distributed shall be treated for all purposes as capital not as income and shall rank pari passu with the existing ordinary shares of the company in all respect except that they shall not rank for dividend recommended for the year ended 30th September, 2025.
d. THAT the Directors be and are hereby authorized to take necessary steps to
give effect to the above resolutions.
To consider and pass the following resolution as a special resolution:
THAT pursuant to Section 297 of the Companies and Allied Matters Act 2020, approval be and is hereby given to the review of the severance compensation payable to retiring Directors of the company, and for the consequential renewal of the enabling policy on payment of severance compensation to retiring Directors.
PROXY
A member of the company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A detachable proxy form is enclosed with the Annual Report and also available on the company's website www.vitafoam.com.ng. If it is to be valid for the purpose of the meeting, the Proxy Form must be completed and deposited at the office of the Company's Registrars, Meristem Registrar and Probate Services Limited 213, Herbert Macaulay Way, Adekunle, Yaba, P. O. Box 51585, Falomo, Ikoyi, Lagos State or emailed to info@ meristem registars.com not later than 48 hours before the time of the meeting. The cost and expenses of stamp duties for all instruments of proxy shall be borne by the Company.
NOTES:
(a) Dividend Payment
The Board of Directors has recommended a dividend payment of N3.00 per ordinary share of 50kobo each for approval by shareholders. If approved at the meeting, the dividend will be credited, less the appropriate withholding tax, on
Thursday, Cth March, 2026 to the bank accounts of shareholders whose names appear in the Register of Members at the close of business on Friday 6°^ February, 2026 and who have completed the E-Dividend registration and mandated the Registrars to pay their dividends directly into their bank accounts.
(b} Closure of Register of Members
Notice is hereby g iven that the Register of Members and Transfer books of the Company will be closed from Nlonday 9'° February, 2026 to Friday 13°h February, 2026 (both dates inclusive) for updating the Register of Members.
Nomination for the Audit Committee
In accordance with Section 404 (6) of the Companies and Allied Matters Act, 2020, any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the date of the Annual General Meeting. The Nigerian Code of Corporate Governance, 2018 issued by the Financial Reporting Council of Nigeria provides that members of the Audit Committee should be financially literate and able to read and interpret financial statements.
Unclaimed Dividends
Shareholders with dividend warrants that have remained unclaimed, or yet to be presented for payment or returned for revalidation are advised to complete the E-Dividend registration or contact the Company's Registrars, Meristem Registrars and Probate Services Limited, 213, Herbert Maca ulay Way, AdekunIe, Yaba, Lagos State or call Telephone Number: 01-8920491-2. Shareholders with Unclaimed Dividends should please access the Unclaimed Dividend list on the Company's Website - corporate.vitafoam.com or via this link: http://'bit. ly/4qTFwZw
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E-Dividend/Bonus
Notice is hereby given to all shareholders to open bank accounts, Stock broking accounts and CSCS accounts for the purpose of e-dividend /bonus. Detachable application for e-bonus/e-dividend is attached to the Annual Report to enable all shareholders furnish particulars of their accounts to the Company's Registrars as soon as possible. Shareholders can also download the Form at the Registrar's website- www.mersitem registrars. com complete and submit to the Registrars or their respective Banks.
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Rights of Securities' Holders to ask Questions
Pursuant to Rule 19 : 12 of the Rule Book of the Nigerian Exchange Limited, Shareholders have a right to ask questions not only at the meeting but also in writing prior to the meeting. Such questions must be submitted to the office of the Company Secretary at least one week before the date of the Annual General Meeting.
- Electronic Annual Report
Electronic version of the Annual Report will be available for viewing and download from the company's website: www.vitafoam.com.ng while shareholders who have supplied their email addresses to the Registrar will receive electronic version of the Annual Report. Shareholders interested in electronic version of the Annual Report should send a request email to info@ meristem registrars.com.
y Secretary/Legal Adviser
Dated 18 December, 2025 BY ORDER OF THE BOARD
OLALE
Compa
FRC/2013/NBA/00000005309
Registered Office:
140, Oba Akran Avenue
Industrial Estate Ikeja, Lagos.