BUA FOODS : NOTICE OF ANNUAL GENERAL MEETING (AGM)

NOTICE OF ANNUAL GENERAL MEETING OF BUA FOODS PLC

NOTICE IS HEREBY GIVEN that the 2nd Annual General Meeting (AGM) of the members of BUA Foods Plc will hold on Thursday, 21 September 2023, at Transcorp Hilton Hotel, No. 1, Aguiyi Ironsi Street, Maitama, Abuja, at 11:00 a.m., to transact the following business:

1. ORDINARY BUSINESS
2. 1. To lay before the meeting, the Report of the Directors, Statement of Financial Position as at 31 December 2022 together with the Statement of Profit or Loss and Other Comprehensive Income for the year ended 31 December 2022 and the Report of the Auditors as well as the Audit Committee thereon.
   2. To declare a Dividend.
   3. To re-elect the following Directors retiring by rotation and being eligible, offer themselves for re-election:
   4. 1. Abdulrasheed Olayiwola
      2. Finn Arnoldsen
   5. To authorise the Directors to determine the remuneration of the Auditors for the 2023 financial year.
   6. To elect members of the Statutory Audit Committee.
   7. To disclose the remuneration of the Managers of the Company.
3. SPECIAL BUSINESS
4. 1. To approve the appointment of Oluyemisi Lowo-Adesola as an Independent Non-Executive Director of the Company.
   2. Approve the remuneration of the Directors for the 2023 Financial Year.
5. NOTES

PROXY:

A member of the company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A copy of the Proxy form is attached to the annual report and can be downloaded from the company's or Registrar's website. Executed form of proxy should be deposited at the Company's Registrars' Office, Africa Prudential Plc, 220B, Ikorodu Road, Palmgroove, Lagos or via email at [e-mail] not less than 48 hours before the time of holding the meeting.

STAMPING OF PROXY

The Company has made arrangements at its cost, for the stamping of the duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated time or sent by e-mail to [e-mail]

LIVE STREAMING OF THE AGM

The AGM will be streamed live. This will enable Shareholders and other Stakeholders who will not be attending physically to follow and/or contribute to the proceedings. The link for the AGM live streaming will be made available on the Company's website at www.buafoodsplc.com

CLOSURE OF REGISTER AND TRANSFER BOOKS

The Register of Members and transfer books will be closed from 4 September 2023 to 11 September 2023 (both dates inclusive) for updating the Register.

DIVIDEND

If the dividend of ₦4:50k recommended by the Directors is approved by members at the Annual General Meeting, the dividend will be paid less withholding tax on

21 September 2023, to shareholders whose names appear in the Company's Register of Members at the close of business on 1 September 2023. Shareholders who have completed the e-dividend Mandate forms will receive a direct credit of the dividend into their bank accounts.

RIGHT OF SECURITIES HOLDERS TO ASK QUESTIONS

Securities Holders have the right to ask questions not only at the meeting but also in writing prior to the meeting. Such questions may be submitted to the Company on the 3rd Floor, PC 32 Churchgate Street, Victoria Island, Lagos on/or before Tuesday, 19 September 2023.

E-ANNUAL REPORT

The electronic version of this Annual report (e-annual report) can be downloaded from the Company's website at www.buafoodsplc.com. The e-annual report will be emailed to all Shareholders who have provided their email addresses to the Company's Registrars. Shareholders who wish to receive the e-annual report are kindly requested to send an email to [e-mail] or [e-mail] or [e-mail]

WEBSITE

A copy of this Notice, the Proxy Form and other information relating to the meeting can be found at www.buafoodsplc.com

STATUTORY AUDIT COMMITTEE

In accordance with Section 404(6) of the Companies and Allied Matters Act 2020, any shareholder may nominate another shareholder for appointment to the Statutory Audit Committee. All nominations of members for election to the Audit Committee should reach the Company Secretary at least 21 days before the date of the Annual General Meeting.

Kindly note that the provision of the Nigerian Code of Corporate Governance 2018, issued by the Financial Reporting Council of Nigeria requires members of the Committee to be financially literate and be able to read and understand financial statements. In view of the above, nominations to the Statutory Audit Committee should be supported by a Curriculum Vitae of the nominees.

APPROVAL OF NEWLY APPOINTED DIRECTOR

In accordance with Section 274 of the Companies and Allied Matters Act, 2020, Oluyemisi Lowo-Adesola, recently appointed by the Board of Directors as an Independent Non-Executive Director would be presented to members for the approval of her appointment. Oluyemisi Lowo-Adesola's profile is duly incorporated into the Annual Report.

RE-ELECTION OF DIRECTORS

In accordance with the Company's Articles of Association, Abdulrasheed Olayiwola and Finn Arnoldsen retire by rotation and being eligible, offer themselves for re-election. Please note that the biographical details of Directors seeking re-election are provided in the Annual Report.

Dated this 8th Day of August 2023

BY ORDER OF THE BOARD

Oluseye Alayande

Company Secretary

FRC/2014/NBA/00000007513