Nigerian Breweries : Resolutions passed at the Extra ordinary General Meeting of NBPLC on 20th December 2023

LAGOS, 20th DECEMBER 2023

RESOLUTIONS PASSED AT EXTRAORDINARY GENERAL MEETING.

At the Extraordinary General Meeting of Nigerian Breweries Plc held at the Grand Ballroom, Oriental Hotel, 3 Lekki Expressway, Victoria Island, Lagos State, Nigeria on Wednesday, 20th December, 2023, at 2.00 p.m., the following Resolutions were proposed and duly passed:

1. ACQUISITION OF DISTELL WINES AND SPIRITS NIGERIA LIMITED.

Special Resolution

"That the acquisition of (i) the 80% economic interest, voting and other rights of Heineken Beverages (Holding) Limited ("HBL") in Distell Wines and Spirits Nigeria Limited ("DWSN"), which interests and rights are held through Distell International Limited, and (ii) 100% of the import business of HBL in Nigeria, (including the license to market, distribute and sell the imported products, as well as produce any of the imported brands locally), for the Consideration of N7.01 billion (and on such other terms and conditions contained in the Transaction Circular supporting the acquisition, as well as those the parties will negotiate and agree on in a Share Purchase Agreement), be and is hereby approved."

2. AMENDMENT OF THESpecial Resolution

ARTICLES OF ASSOCIATION i. That Article 48(2) in the Company's Articles of

Association be and is hereby amended by inserting the following provisions to replace the existing provisions:

'The Annual General Meeting and/or any other general meeting shall be held at such time and place and in such manner as the Directors shall appoint including physical, virtual, hybrid, or such other electronic means that gives all Shareholders the opportunity to participate in the meeting. Any Member participating via an electronic means shall be counted as present in person at such meeting for the purposes of quorum and shall be entitled to vote at such meeting via any electronic/virtual channel provided by the Company'

DIRECTORS: A. Ighodalo - Chairman; H. Essaadi (Dutch) - Managing Director/Chief Executive; Mrs. J. Anammah; Mrs. A.O. Aroyewun; S. Hiemstra (Dutch); Mrs. N.O. Nwuneli, MFR; Mrs. I.M. Omoigui Okauru, MFR; J.A.A. Overmars (Dutch); R. Pirmez (Belgian); I.A. Puri; B.A. Wessels Boer (Dutch).

1. That the first paragraph of Article 51 in the
   Company's Articles of Association be and is hereby amended by inserting the following provisions to replace the existing provisions:
   'An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least, and a meeting of the Company other than an Annual General Meeting or a meeting for the passing of a Special Resolution shall be called by twenty-one days' notice in writing at the least.
   The notice, which shall be given to Members by post, e-mail, publication via national newspapers, on the Company's website or other electronic format, shall be exclusive of the day on which it is published, served, or deemed to be served and of the day for which it is given and shall specify the place or manner, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under the Articles of the Company, entitled to receive such notices from the Company PROVIDED that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed'.

1. That Articles 107, 108, 109(1) and the first paragraph of Article 109(2) in the Company's
   Articles of Association be and are hereby amended by inserting the following provisions to replace the respective existing provisions:

a) Article 107

'The Directors may from time to time appoint one or more of their body to the office of Managing Director, Deputy Managing Director, or other Executive Director position for such period and on such terms as they think fit, and may also continue in office any person appointed thereto before the adoption of these Articles. A Director so appointed, so long as he shall hold such office, shall not be subject to retirement under Article 90 hereof nor taken into account in determining the number of Directors who are to retire by rotation at any Annual General

Meeting, but his tenure of office shall (subject to the term of any contract between him and the Company), be determined ipso facto if he ceases for any cause to be a Director or if the Directors resolve that his term of office as Managing Director, Deputy Managing Director or such other Executive Director be determined.'

b) Article 108

'A Managing Director, Deputy Managing Director, and Executive Director shall receive such remuneration (whether by way of salary, commission or participation in profits or partly in one way and partly in another) as the Directors may determine.'

c) Article 109 (1)

'The Directors may entrust to and confer upon a Managing Director, Deputy Managing Director, and any other Executive Director any of the powers exercisable by them (other than the powers to deal with the shares or stocks of the Company or to borrow except in the ordinary course of business or fix the remuneration of the Managing Director, the Deputy Managing Director or any other Executive Director) upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.'

d) First paragraph of Article 109 (2)

'Save with the prior approval of the Board of Directors, the Managing Director, the Deputy Managing Director, and any other Executive Director shall not on behalf of the Company:…'

1. That Article 132 in the Company's Articles of
   Association be and are hereby amended by inserting the following provisions to replace the existing provisions:
   'A notice may be given by the Company to any member either personally or by sending it by post or courier to him or to his registered address, or by email or any other electronic means to his contact details in the Register of Members or (if he has no registered address within Nigeria) to the address, if any, within Nigeria supplied by him to the Company for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly

		addressing, prepaying, and posting a letter
		containing the notice, and to have been effected
		in the case of a notice of a meeting at the
		expiration of 24 hours after the letter containing
		the same is posted, and in any other case at the
		time at which the letter would be delivered in the
		ordinary course of post.'
3.	AUTHORIZATION FOR	Ordinary Resolution
	IMPLEMENTATION OF	"That, the Board be and is hereby authorised to do
	RESOLUTIONS	all such acts and deeds as well as take all such steps
		(including but not limited to executing or

authorising the execution of all relevant agreements and documents, appointing professional advisers and other parties, and complying with directives of any regulatory authority) which may be incidental, ancillary, supplemental, consequential or otherwise necessary to give full effect to the above resolutions and for the aforesaid purpose, on behalf of the Company"

Certified as a true record of the resolutions passed at the Extraordinary General Meeting of Nigerian Breweries Plc, held on the 20th Day of December 2022.

___________________________	______________________
Hans ESSAADI	Uaboi G. AGBEBAKU, Esq.
Director	Secretary