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

RC 248514

NOTICE OF ANNUAL GENERAL MEETING OF TRANSCORP HOTELS PLC

NOTICE IS HEREBY GIVEN that the 9th Annual General Meeting ("AGM") of Transcorp Hotels Plc ("the Company") is scheduled to hold on, Monday, April 3, 2023, 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

1. To lay before the members, the Audited Financial Statements of the Company for the year ended December 31, 2022, together with the Reports of the Directors, Auditors and Audit Committee thereon.
2. To declare a dividend.
3. To approve the appointment of Mr. Udechukwu Obi Osakwe as a Director of the Company.
4. To re-elect the following Directors retiring by rotation:

1. Mr. Emmanuel Nnorom; and
2. Mr. Peter Elumelu.

• To authorise the Directors to fix the remuneration of the Auditors for the 2023 financial year.
  6 To disclose the remuneration of Managers of the Company.
  7 To elect members of the Statutory Audit Committee.
  SPECIAL BUSINESS
  8 To consider and if thought fit, pass the following as ordinary resolutions:

"That the remuneration of Directors be and is hereby fixed at the sum of N91,900,000.00 (Ninety One Million Nine Hundred Thousand Naira) for the year ending December 31, 2023, such payment to be effective from January 1, 2023".

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

1. "That the Company be and is hereby authorised to dispose of its 100% equity interests in Transcorp Hotels Calabar Limited" in accordance with relevant laws, statutes and regulations.
2. "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."
3. "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 9.1 and 9.2 above, including but not limited to executing and filing 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."

Dated this 8th day of March 2023.

BY ORDER OF THE BOARD

Mrs. Funmi Olofintuyi

Group Company Secretary (Ag.)

FRC/2022/PRO/NBA/002/316763

NOTES

1. 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 office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at [e-mail] not later than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the Annual Report and may also be downloaded from the Company's website at www. transcorphotelsplc.com.

2. 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.

3. DIVIDEND

If the dividend recommended by the Directors is approved by the shareholders at the AGM, dividend will be paid by Tuesday, April 4, 2023, to the shareholders whose names appear in the Company's Register of Members at the close of business on Friday, March 17, 2023.

4. CLOSURE OF REGISTER

The Register of Members of the Company will be closed from Monday, March 20, 2023, to Friday, March 24, 2023, (both dates inclusive) for the purpose of dividend payment and updating the register.

5. 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 twenty-one (21) days before the AGM. Such notice of nominations should be sent via email to [e-mail] for the attention of the Company Secretary. CAMA further provides that members of the Statutory Audit Committee should be financially literate.

6. 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.

7. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES

Shareholders are hereby informed that a number of share certificates 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.

8. PROFILES OF DIRECTORS FOR APPOINTMENT AND RE-ELECTION

The profiles of Mr. Udechukwu Obi Osakwe seeking appointment as a Director of the Company, Mr. Emmanuel Nnorom and Mr. Peter Elumelu who will be retiring by rotation and will be standing for re-election are amongst the profiles of Directors that are provided in the 2022 Annual Report and on the Company's website at www.transcorphotels.com.

9. E- ANNUAL REPORT PUBLISHED ON THE WEBSITE

In order to improve delivery of our Annual Report, we have inserted a detachable form in the 2022 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 2022 Annual Report is available on the Company's website at www.transcorphotels.com.

10. RIGHTS OF SHAREHOLDERS TO ASK QUESTIONS

Shareholders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such written questions must be submitted to the Company on or before Tuesday, March 28, 2023.

PROXY FORM: Ninth Annual General Meeting of Transcorp Hotels Plc to be held on Monday, April 3, 2023, at Transcorp Hilton Abuja, 1, Aguiyi Ironsi Street, Maitama, Abuja, F.C.T at 10.00 am

I / W E 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 Ninth Annual General Meeting of the Company to be held on Monday, April 3, 2023 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 office 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 fixed 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 officer 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.

The Proxy must produce the Admission Card below to gain entrance into the Meeting.

RESOLUTIONS

FOR

AGAINST

ABSTAIN

• To declare a dividend

• To approve the appointment of Mr. Udechukwu Obi Osakwe as a Director of the Company.

3.1 To re-elect Mr. Emmanuel Nnorom, a Director retiring by rotation.

3.2 To re-elect Mr. Peter Elumelu, a Director retiring by rotation.

• To authorise the Directors to fix the remuneration of the Auditors for the 2023 financial year.

• To elect members of the Statutory Audit Committee.

• To consider and if thought fit, pass the following as ordinary resolutions:
  "That the remuneration of Directors be and is hereby fixed at the sum of N91,900,000 (Ninety One Million Nine Hundred Thousand Naira) for the year ending December 31, 2023, such payment to be effective from January 1, 2023".

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

7.1 "That the Company be and is hereby authorised to dispose of its 100% equity interest in Transcorp Hotels Calabar Limited" in accordance with relevant laws, statutes and regulations.

7.2 "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, reorganisation, reconstruction and such other business arrangement exercise or actions."

7.3 "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 7.1 and 7.2 above, including but not limited to executing and filing 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."

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.

A D M I SS I O N C A R D

Please admit the Shareholder named on this Card or his duly appointed proxy to the Annual General Meeting of the Company to be held on Monday, April 3, 2023, at Transcorp Hilton Abuja, 1, Aguiyi Ironsi Street, Maitama, Abuja, F.C.T at 10.00 am.

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