TRANSCORP HOTELS : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

NOTICE OF ANNUAL GENERAL MEETING OF TRANSCORP HOTELS PLC

NOTICE IS HEREBY GIVEN that the 8th Annual General Meeting ("AGM") of Transcorp Hotels Plc ("the Company") is scheduled to hold on, Monday, April 4, 2022, at Transcorp Hilton Abuja, 1, Aguiyi Ironsi Street, Maitama, Abuja, F.C.T at 10.00 a.m. to transact the following businesses:

ORDINARY BUSINESS

• To lay before the members, the Audited Financial Statements of the Company for the year ended December 31, 2021, together with the Reports of the Directors, Auditors and Audit Committee thereon.

• To declare a dividend.

• To approve the appointment of Ms. Bolanle Onagoruwa as a Director of the Company.
  4 To re-elect the following Directors retiring by rotation:
• 1. Mrs. Owen Omogiafo; and
  2. Mr. Alexander Adeyemi.

• To authorise the Directors to x the remuneration of the Auditors for the 2022 nancial year.
  6 To disclose the remuneration of Managers of the Company. 7 To elect members of the Statutory Audit Committee.

SPECIAL BUSINESS

• To consider and if thought t, pass the following as ordinary resolutions:

8.1 "That the Company be and is hereby authorised to invest in, acquire, or divest from any business and/or carry out as the Directors may deem appropriate and in accordance with any relevant laws, any actions, including but not limited to restructuring, reorganization, reconstruction and such other business arrangement exercise or actions."

8.2 "That subject to regulatory approval (where necessary), the Directors, be and are hereby authorised to take all steps and do all acts that they deem necessary in furtherance of the above, including but not limited to executing and ling all such forms, papers or documents, as may be required with the appropriate authorities; appointing professional advisers and parties that they deem necessary, upon such terms and conditions that the Directors may deem appropriate."

PROXY FORM: Eight Annual General Meeting of the Company to be held on Monday, 4th April,2022 at

Transcorp Hilton Abuja, 1 Aguiyi-Ironsi Street, Maitama,

I/WE

being a member/members of TRANSCORP HOTELS PLC, hereby appoint:

or failing him, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the Eighth Annual General Meeting of the Company to be held on Monday, April 4, 2022 at Transcorp Hilton Abuja, 1, Aguiyi Ironsi Street, Maitama, Abuja, F.C.T at 10.00 a.m. and at any adjournment thereof.

A member (shareholder) who is unable to attend an Annual General Meeting is allowed by law to vote by proxy. This proxy form has been prepared to enable you exercise your right to vote, in case you cannot personally attend the meeting.

Please sign this proxy form and forward it, so as to reach the registered ofce of the Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at [e-mail] not later than 48 hours before the time xed for the meeting. If executed by a Corporation, the Proxy Form must be under its common seal or under the hand of a duly authorized ofcer or attorney.

It is a requirement of the law under the Stamp Duties Act, Cap S8, Laws of the Federation of Nigeria, 2004 that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must be stamped by the Commissioner for Stamp Duties. However, in compliance with the CAC Guidelines for conduct of AGM by Proxy, the Company has made arrangement at its cost, for the stamping of the duly completed and signed proxy forms submitted to the Company's Registrars.

	RESOLUTION	FOR	AGAINST	ABSTAIN

1. To declare a dividend.
2. To approve the appointment of Ms.
   Bolanle Onagoruwa as a Director of the Company.

9 To consider and if thought t, pass the following as special resolutions:

9.1 "That pursuant to Section 131 and other applicable provisions, if any, of the Companies and Allied Matters Act 2020 (CAMA), and

Article 12 of the Articles of Association of the Company, the authorised share capital of the Company be and is hereby reduced from

N7,500,000,000 (Seven Billion Five Hundred Million Naira only) divided into 15,000,000,000,000 ordinary shares of 50k each to

N5,121,264,205.50 (Five Billion, One Hundred and Twenty One Million, Two Hundred and Sixty Four Thousand, Two Hundred and Five

Naira, Fifty Kobo) divided into10,242,528,411 Ordinary shares of 50k each by cancelling 4,757,471,589 ordinary shares of 50k each,

3.1.

To re-elect Mrs. Owen Omogiafo, a Director retiring by rotation.

which have not been issued.

9.2 "That Clause 6 of the Memorandum of Association of the Company be and is hereby amended and substituted with the following:The

Share Capital of the Company is N5,121,264,205.50 (Five Billion, One Hundred and Twenty-One Million, Two Hundred and Sixty-Four

Thousand, Two Hundred and Five Naira, Fifty Kobo) divided into10,242,528,411 Ordinary Shares of 50k each with power to divide the

shares in the capital for the time being whether original or increased into several classes.

4th

Dated this ____________ day of March 2022.

BY ORDER OF THE BOARD

3.2. To re-elect Mr. Alexander Adeyemi, a Director retiring by rotation.

1. To authorise the Directors to x the remuneration of the Auditors for the 2022 nancial year.
2. To elect members of the Statutory Audit Committee.

Mrs. Kofo Olokun -Olawoyin

Group Company Secretary

6.

To consider and if thought t, pass the following as ordinary resolutions

FRC/2021/004/00000023325

6.1.

"That the Company be and is hereby authorised to

NOTES

1. COMPLIANCE WITH COVID-19 RELATED DIRECTIVES AND GUIDELINES

The Federal Government of Nigeria, State Governments, Health Authorities and Regulatory

Agencies have issued a number of guidelines and directives aimed at curbing the spread of COVID-19 in Nigeria. Due to the restrictions on gathering and social distancing and the need to comply with these directives, the Corporate Affairs Commission has approved that Annual General Meeting (AGM) should hold in accordance with the Corporate Affairs Commission Guidelines on Holding AGM of Public Companies by Proxy. The convening and conduct of the AGM shall be done in compliance with these directives and guidelines.

2. 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. For the appointment of the proxy to be valid, a proxy form must be completed and

deposited either at the ofce of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu

Road, Palm grove, Lagos, or via email [e-mail]

proxy form is attached to the annual report and may also be downloaded from the Company's website at www.transcorphotelsplc.com

3. ATTENDANCE BY PROXY

invest in, acquire, or divest from any business and/or carry out as the Directors may deem appropriate and in accordance with any relevant laws, any actions, including but not limited to restructuring, reorganisation, reconstruction and such other business arrangement exercise or actions."

6.2. "That subject to regulatory approval (where necessary), the Directors, be and are hereby authorised to take all steps and do all

acts that they deem necessary in furtherance of the above, including but not limited to executing and lling all such forms, papers or documents, as may be required with the appropriate authorities; appointing professional advisers and parties that they deem necessary, upon such terms and conditions that the Directors may deem appropriate."

In line with CAC Guidelines, attendance of the AGM shall be by proxy only. Shareholders are required to appoint a proxy of their choice from the list of nominated proxies below:

7.

To consider and if thought t, pass the following as

1. Mr. Emmanuel N. Nnorom
2. Mrs. Modupe Olusola
3. Mrs. Kofo Olokun-Olawoyin
4. Mr. Akaninyene Obot
5. Mr. Eric Akinduro
6. Mr. Gafar Erinfolami
7. Mr. Ridhwan Hamza
8. Mr. Patrick Ajudua

4. STAMPING OF PROXY

The Company has made arrangement at its cost, for the stamping of the duly completed and

signed proxy forms submitted to the Company's Registrars within the stipulated time.

5. LIVE STREAMING OF AGM

The AGM will be streamed live. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The link for the AGM live streaming will

be made available on the Company's website at www.transcorphotelsplc.com.

6. DIVIDEND

If the dividend recommended by the Directors is approved by the shareholders at the AGM, dividend will be paid by Tuesday, April 5, 2022, to the shareholders whose names appear in

the Company's Register of Members at the close of business on Wednesday, March 23, 2022.

7. CLOSURE OF REGISTER

The Register of Members of the Company will be closed from Thursday, March 24, 2022, to

Wednesday, March 30, 2022, (both dates inclusive) for the purpose of dividend payment and updating the register.

8. NOMINATION TO THE AUDIT COMMITTEE

In accordance with Section 404(6) of the Companies and Allied Matters Act 2020 (CAMA), any member may nominate a shareholder for election as a member of the Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the AGM. Such notice of nominations should be sent via email to [e-mail] for the attestation of the company Secretary, CAMA further provides that members of the Statutory Audit Committee should be nancially literate.

9. E-DIVIDEND REGISTRATION

Notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of receiving dividend payments electronically. A detachable application form for e-dividend is attached to the Annual Report to enable all shareholders furnish particulars of their accounts to the Registrar as soon as possible.

10. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES

Shareholders are hereby informed that a number of share certicates and dividend warrants which were returned to the Registrars as unclaimed are still in the custody of the Registrars. Any shareholder affected by this notice is advised to contact the Company's Registrars, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at [e-mail] to lay claim

11. PROFILES OF DIRECTORS FOR APPOINTMENT AND RE-ELECTION

The proles of Ms. Bolanle Onagoruwa seeking appointment as a Director of the Company, Mrs. Owen Omogiafo and Mr. Alexander Adeyemi who will be retiring by rotation and will be standing for re-election are amongst the proles of Directors that are provided in the 2021 Annual Report and on the Company's website at www.transcorphotels.com

12. E- ANNUAL REPORT PUBLISHED ON THE WEBSITE

In order to improve delivery of our Annual Report, we have inserted a detachable form in the

2021 Annual Report and hereby request shareholders to complete the form by providing their contact and any other requested details and thereafter return same to the Registrars for further processing. Additionally, an electronic version of the 2021 Annual Report is available on the

Company's website at www.transcorphotels.com.

13. RIGHTS OF SHAREHOLDERS TO ASK QUESTIONS

Shareholders have a right to ask questions not only at the Meeting, but also in writing prior tothe Meeting, and such written questions must be submitted to the Company on or before Thursday, March 31, 2022.

special resolutions

1. That pursuant to Section 131 and other applicable provisions, if any, of the Companies and Allied Matters
   Act 2020 (CAMA), and Article 12 of the Articles of Association of the Company, the authorised share capital of the Company be and is hereby reduced from N7,500,000,000 (Seven Billion Five Hundred Million Naira only) divided into 15,000,000,000,000 ordinary shares of 50k each to N5,121,264,205.50 (Five Billion, One Hundred and Twenty One Million, Two Hundred and Sixty Four Thousand, Two Hundred and Five Naira, Fifty Kobo) divided into 10,242,528,411Ordinary shares of 50k each by cancelling 4,757,471,589 ordinary shares of 50k each, which have not been issued.
2. That Clause 6 of the Memorandum of Association of the Company be and is hereby amended and
   substituted with the following:

"The Share Capital of the Company is N5,121,264,205.50 (Five Billion, One Hundred and Twenty-One Million, Two Hundred and Sixty-Four Thousand, Two Hundred and Five Naira, Fifty Kobo) divided into10,242,528,411 Ordinary Shares of

50k each with power to divide the shares in the capital for the time being whether original or increased into several classes"

Please indicate with an "X" in the appropriate square how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed,the proxy will vote or abstain from voting at his/her discretion.

ADMISSION CARD

Please admit the Shareholder named on this card or dis duly appointed proxy to the Annual General Meeting

of the Company to be held on Monday, 4th April,2022 at Transcorp Hilton Abuja, 1 Aguiyi-Ironsi Street, Maitama,

Abuja.

This admission card must be produced by the Shareholder in order to gain entrance into the Annual General Meeting.

Name of Shareholder

Address of Shareholder

Number of Shares Held

Signature

www.transcorphotels.com