MORISON INDUSTRIES : NOTICES OF ANNUAL GENERAL MEETING (AGM)

MORISON INDUSTRIES PLC RC. 1274

HEAD OFFICE:	POSTAL ADDRESS
28/30, Morison Crescent,	P.O. Box 2084, Marina-Lagos.
Oregun Industrial Area, Ikeja, Lagos-Nigeria	P.M.B. 21290, Ikeja-Lagos.
Tel.: [phone]	Website: www.morisonplc.ng
email: [e-mail]
[e-mail]

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 68th Annual General Meeting of MORISON INDUSTRIES PLC will hold on the 28th day of November 2023 at 11.00 a.m. at the Company's premises 28/30, Morison Crescent, Oregun Industrial Area, Ikeja, Lagos to transact the following business:

ORDINARY BUSINESS

1. To lay before the meeting the Report of the Directors, the Audited Financial Statements for the year ended 31 December 2021 and 31 December 2022 together with the Reports of the Auditors and Audit Committee thereon.
2. To elect / re-elect Director.
   Special notice is hereby given by the Company to the members in accordance with S. 278 of the Companies and Allied Matters Act 2020(CAMA) that the following resolution will be moved at the meeting: ''Engr. Charles A. Osezua (OON), be re-elected as a Director of the Company notwithstanding that he had attained the age of 70 years on January 26, 2023''.
3. To authorize the Directors to fix the remuneration of the Auditors.
4. To disclose the remuneration of the Managers of the Company in line with the provisions of the Companies and Allied Matters Act 2020
5. To elect the members of the Audit Committee.

SPECIAL BUSINESS

1. To fix the remuneration of the Directors.
2. That the general mandate given to the Company to enter into recurrent transactions with related parties

for the Company's day- to-day operations, including the procurement of goods and services, on normal commercial terms in compliance with the Nigerian Exchange Limited(NGX) Rules Governing Transactions with Related Parties or Interested Persons, be and is hereby renewed.

Voting by Interested Persons:

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

8. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

1. That the Share Capital of the Company be and is hereby increased from N500,000,000 comprised 1,000,000,000 Ordinary shares of 50 Kobo each to ₦628,000,000 comprised 1,256,000,000 Ordinary shares of 50 Kobo by the creation and addition of 256,000,000 Ordinary shares of 50 Kobo each amounting to N128,000,000, such new shares of 50 kobo each to rank pari passu in all respects with the existing Ordinary shares in the Share Capital of the Company.
2. That pursuant to the above resolution, Clause 6 of the Memorandum of Association of the Company be amended to reflect the new Share Capital of the Company after the increase in Share Capital.

Directors: Richard O. Titiloye (Chairman), Engineer Charles A. Osezua (OON), Ayeni Philip, Afolake Lawal (Mrs.), John O. Adekoje, Adesoji Oladejo (Managing Director)

1. That notwithstanding anything contained in the Articles, the Directors be and are hereby authorized to raise additional capital of up to ₦1,000,000,000 through the issuance of any form of debt and/or equity instrument(s), whether by way of a public offering, private placement, rights issue or any other method(s) they deem fit, with or without preferential allotment(s), either locally or internationally, whether as a standalone transaction or by way of a programme, in such tranches, series or proportions, at such coupon or interest rates, within such maturity periods at such dates and time and on such terms and conditions, including through a book building process or other process(es) and upon such terms and conditions all of which shall be as determined by the Directors.
2. That the Directors be and are hereby authorized to enter into and execute any agreements, deeds, notices or any other documents, and to perform all acts and to do all such other things necessary for or incidental to giving effect to the resolution(s) above, including without limitation, appointing such professional parties, consultants and advisers and complying with the directives of the regulatory authorities.

October 26, 2023

By Order of the Board

Bose Agbetu

Company Secretary

FRC/2014/NBA/00000007088

NOTES

Relevant documents in connection with the Meeting are available to all Shareholders from the date of this notice on the Company's Website www.morisonplc.ng

PROXY

A member of the Company entitled to attend and vote, is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A proxy form is provided with the Annual Report and Financial Statement. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of the Company's Registrars, CARDINALSTONE REGISTRARS' LTD, 335/337, Herbert Macaulay Way, Yaba, Lagos or forward by email to [e-mail] later than forty-eight (48) hours before the time of the meeting.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members and Transfer Books of the company will be closed from Monday, November 6, 2023 to Friday, November 10, 2023 (Both dates inclusive).

NOMINATION FOR THE AUDIT COMMITTEE

The Audit Committee consists of 3 Shareholders and 2 Non-Executive Directors. In accordance with Section 404(5) of the Companies and Allied Matters Act, 2020, (CAMA) any member may nominate a Shareholder for election as a member of the Audit Committee by giving in writing, notice of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.

RIGHTS OF SECURITIES HOLDERS TO ASK QUESTION

Securities holders have a right to ask questions not only at the meeting, but also in writing prior to the Meeting, and such questions should be addressed to the Company Secretary and submitted to the registered office of the Company at least one week before the date of the Annual General Meeting.

ELECTRONIC ANNUAL REPORT

The soft copy of the Annual Reports (2021 and 2022) are on our website www.morisonplc.ngand sent to our Shareholders who have provided their email address to the Registrars. Shareholders who are interested in receiving the soft copies of the Annual Reports should request via email to [e-mail].