VFD : NOTICES OF ANNUAL GENERAL MEETING (AGM)

A: 8, MacGregor Road,

Ikoyi, Lagos.
RC 829196	T:	0818 998 9898
	E:	[e-mail]
	W:	www.vfdgroup.com

NOTICE OF THE 8TH ANNUAL GENERAL MEETING OF VFD GROUP PLC

NOTICE IS HEREBY GIVEN that the 8th Annual General Meeting of VFD Group Plc will hold electronically on Thursday 27th June 2024, at 11.00 am to transact the following business:

ORDINARY BUSINESS

1. To lay before the Members the Audited Financial Statements for the year ended December 31, 2023, together with the Reports of the Directors, Auditors and the Audit Committee.
2. To re-elect the following Directors retiring by rotation:

2.1 Mr. Kelvin Orogun

2.2 Mr. John Okonkwo

1. To re-appoint the firm, PricewaterhouseCoopers (PwC) as the Auditor of the Company, in accordance with Section 401 of the Companies & Allied Matters Act, 2020.
2. To authorize the Directors to fix the remuneration of the Auditors.
3. To elect/ re-elect members of the Statutory Audit Committee in accordance with Section 404 [3] of the Companies and Allied Matters Act, 2020.
4. To disclose the remuneration of Managers of the Company in line with the provisions of Section 238 of the Companies & Allied Matters Act, 2020.

SPECIAL BUSINESS

1. To elect/appoint the following Directors:
   7.1 Ms. Rashida Saleh
   7.2 Mrs. Nneka Okekearu
2. To consider and if thought fit, pass the following resolution as ordinary resolution:

That the remuneration of the Non-executive Directors until further notice, be and is hereby fixed at N74,000,000 (Seventy-Four Million Naira) only for the year ending December 31, 2024. Such payments to be effective from January 1, 2024.

9. To consider and if thought fit, pass the following as special resolutions:

9.1 That in accordance with Section 430 of the Companies and Allied Matters Act 2020 and all other applicable laws and regulations the Directors are hereby authorized to capitalize the sum of N506,739,640.00 (Five Hundred and Six Million, Seven Hundred and Thirty-

Chairman: Olatunde Busari (SAN) Group Managing Director: Nonso Okpala Executive Directors: Adeniyi Adenubi | John Okonkwo | Gbenga

OmolokunNon-ExecutiveDirectors: Azubike Emodi | Mobolaji Adewumi | Chuks Celestine Ozigbo | Kelvin Orogun | Femi Akinware

Independent Non-ExecutiveDirectors: Adegboyega Fatoki | Omolola Bolusire | Rashida Saleh | Nneka Okekearu

A: 8, MacGregor Road,

Ikoyi, Lagos.
RC 829196	T:	0818 998 9898
	E:	[e-mail]
	W:	www.vfdgroup.com

nine Thousand, Six Hundred and Forty Naira), out of the balance standing to the credit of the share premium of the Company, as at December 31, 2023, and available for distribution, and to appropriate the said capitalised sum to the members holding 253,369,820 (Two Hundred and Fifty-three, Three Hundred and Sixty-nine Thousand, Eight Hundred and Twenty) ordinary shares of 50 Kobo each in the capital of the Company and registered as at the close of business on Friday, June 14, 2023, (Transfer Date), on the condition that the sum appropriated shall not be paid in cash but applied in paying up, in full, at par, on behalf of such holders, 1,013,479,280 (One Billion, Thirteen Million, Four Hundred and Seventy-nine Thousand, Two Hundred and Eighty) ordinary shares of 50 Kobo each (Bonus Shares) which Bonus Shares shall be issued and allotted, credited as fully paid up, in full, at par to those members in the proportion of 4 (four) ordinary share of 50 Kobo for every 1 (one) ordinary shares of 50 Kobo now held by them, as at the Transfer Date, and which Bonus shares shall rank parri passu in all respect with the existing ordinary shares of the Company.

9.2 That the Directors be and are hereby authorized to deal with fractional shares resulting from the issuance of bonus shares, as they deem fit pursuant to the extant laws.

10. To consider and if thought fit, pass the following as special resolutions:

10.1 That the shareholders approve that the Company's Share Capital be and is hereby increased from N126,684,910.00 (One Hundred and Twenty-sixMillion, Six Hundred and Eighty-fourThousand, Nine Hundred and Ten Naira) divided into 253,369,820 (Two Hundred and Fifty-three, Three Hundred and Sixty-nine Thousand, Eight Hundred and Twenty) Ordinary Shares of N0.50k (Fifty) Kobo each to N633,424,550.00 (Six Hundred and Thirty-threeMillion, Four Hundred and Twenty-fourThousand, Five Hundred and Fifty Naira) divided into 1,266,849,100 (One Billion, Two Hundred and Sixty-six Million, Eight Hundred and Forty-nine Thousand, One Hundred) Ordinary Shares of N0.50k by the creation of 1,013,479,280 (One Billion, Thirteen Million, Four Hundred and Seventy-nine Thousand, Two Hundred and Eighty) Ordinary Shares of N0.50k each.

10.2 That pursuant to Resolution 11.1, that Clause 6 of the Memorandum of Association of the

Company be and are hereby amended to read as follows: "The Share Capital of the Company is N633,424,550.00 (Six Hundred and Thirty-threeMillion, Four Hundred and Twenty-fourThousand, Five Hundred and Fifty Naira) divided into 1,266,849,100 (One Billion, Two Hundred and Sixty-six Million, Eight Hundred and Forty-nine Thousand, One Hundred) Ordinary Shares of N0.50k each with the rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reduce the capital of the Company into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be provided by the Articles of Association of the Company for the time being. Such rights, privileges or conditions in such

Chairman: Olatunde Busari (SAN) Group Managing Director: Nonso Okpala Executive Directors: Adeniyi Adenubi | John Okonkwo | Gbenga

OmolokunNon-ExecutiveDirectors: Azubike Emodi | Mobolaji Adewumi | Chuks Celestine Ozigbo | Kelvin Orogun | Femi Akinware

Independent Non-ExecutiveDirectors: Adegboyega Fatoki | Omolola Bolusire | Rashida Saleh | Nneka Okekearu

A: 8, MacGregor Road,

Ikoyi, Lagos.
RC 829196	T:	0818 998 9898
	E:	[e-mail]
	W:	www.vfdgroup.com

manner as may be provided by the Articles of Association of the Company for the time being".

1. 10.3 That the Directors be and are hereby authorized to enter into any agreements and/or execute any documents, appoint such professional parties perform all such other acts and do all such other things as may be necessary for or incidental to effecting the above resolutions and to approve, sign and/or execute all such documents, agreements and other documents as may be necessary or incidental to the Transaction subject to obtaining the approvals of relevant regulatory authorities, including without limitation, complying with the directives of any regulatory authority.

2. To consider and if thought fit, pass the following as special resolutions:

1. That Directors be and are hereby authorized to raise additional capital of up to N30,000,000,000 (Thirty Billion Naira) through an offer by way of issuance of shares, global depository receipts, commercial papers, loans, convertibles or non-convertibles, medium term notes, bonds, and/ or any other instruments either as a stand alone or by way of a programmes, in such tranches, series or proportions, at such coupon or interest rates, within such maturity periods, and on such terms and conditions; including through book building process or such other processes all of which shall be as determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities;
2. The Directors be and are hereby authorized to enter into any agreements and or execute any other documents necessary for and/ or incidental to effecting the resolutions above; and
3. The Directors be and are hereby authorized to appoint such professional parties and perform all such other acts and do all such other things as may be necessary for all incidental to effecting the above resolutions, including without limitation, complying with directives of any regulatory authority.

1. To consider and if thought fit, pass the following as special resolutions:

1. That Article 12 of the Article of Association of the Company be and are hereby amended to read as follows:
   "A notice may be given by the Company to any member either personally, by advertisement or by sending by post to him, or to his registered, 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. When a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing and posting a letter containing the notice and to have been effected at the expiration of 7 days after the letter containing the same is posted. When a notice is by advertisement it shall be inserted in at least two leading national daily newspapers".

Chairman: Olatunde Busari (SAN) Group Managing Director: Nonso Okpala Executive Directors: Adeniyi Adenubi | John Okonkwo | Gbenga

OmolokunNon-ExecutiveDirectors: Azubike Emodi | Mobolaji Adewumi | Chuks Celestine Ozigbo | Kelvin Orogun | Femi Akinware

Independent Non-ExecutiveDirectors: Adegboyega Fatoki | Omolola Bolusire | Rashida Saleh | Nneka Okekearu

A: 8, MacGregor Road,

Ikoyi, Lagos.
RC 829196	T:	0818 998 9898
	E:	[e-mail]
	W:	www.vfdgroup.com

12.2 That Article 21 of the Article of Association of the Company be and are hereby amended to read as follows:

"The Directors may exercise all the power of the company to borrow money and mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt liability or obligation of the company or of any third party: Provided that the aggregate amount for the time being remaining undischarged of moneys borrowed or secured by the company and all its subsidiaries (other than inter se and apart from temporary loans obtained in the ordinary course of business) shall not, without the previous sanction of the company in general meeting, exceed, the aggregate of the paid up share capital and reserves of the company. For the purpose of the said limit the issue of debentures shall deemed to constitute borrowing notwithstanding that the same day be issued in whole or in part for a consideration other than cash."

Dated June 3, 2024

BY ORDER OF THE BOARD

Gbeminiyi Shoda

Group Company Secretary

FRC/ 2015/NBA/00000011768

VFD Group Plc

8 Macgregor Road, Ikoyi, Lagos.

Chairman: Olatunde Busari (SAN) Group Managing Director: Nonso Okpala Executive Directors: Adeniyi Adenubi | John Okonkwo | Gbenga

OmolokunNon-ExecutiveDirectors: Azubike Emodi | Mobolaji Adewumi | Chuks Celestine Ozigbo | Kelvin Orogun | Femi Akinware

Independent Non-ExecutiveDirectors: Adegboyega Fatoki | Omolola Bolusire | Rashida Saleh | Nneka Okekearu

A: 8, MacGregor Road,

Ikoyi, Lagos.
RC 829196	T:	0818 998 9898
	E:	[e-mail]
	W:	www.vfdgroup.com

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 [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.vfdgroup.com.

1. LIVE STREAMING OF AGM
   The AGM will be streamed live online. This will enable shareholders and other stakeholders to follow the proceedings. The link for the AGM online live streaming will be made available on the Company's website at www.vfdgroup.com.
2. CLOSURE OF REGISTER OF MEMBERS
   The Register of Members of the Company will be closed from Monday, June 17, 2024 to Friday, June 21, 2024 [both days inclusive] for the purpose of updating the Register.

4. NOMINATION TO THE AUDIT COMMITTEE

In accordance with Section 404[6] of the Companies and Allied Matters Act 2020, any shareholder may nominate a Shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least twenty-one [21] days before the Annual General Meeting. The Securities and Exchange Commission's Codeof Corporate Governance for Public Companies and Financial Reporting Council of Nigeria, Audit Regulations, 2020 provides that members of the Audit Committee should have basic financial literacy and be able to read and interpret financial statements. In view of the foregoing, nominations to the Statutory Audit Committee should be supported by the curricula vitae of the nominees.

5. E-DIVIDEND/ BONUS

1. Pursuant to the directive of the Securities and Exchange Commission, members are hereby advised to open bank accounts, stock-broking accounts and CSCS accounts forthe purpose of the payment of E-Dividend/bonus.

2. UNCLAIMED DIVIDENDS

Chairman: Olatunde Busari (SAN) Group Managing Director: Nonso Okpala Executive Directors: Adeniyi Adenubi | John Okonkwo | Gbenga

OmolokunNon-ExecutiveDirectors: Azubike Emodi | Mobolaji Adewumi | Chuks Celestine Ozigbo | Kelvin Orogun | Femi Akinware

Independent Non-ExecutiveDirectors: Adegboyega Fatoki | Omolola Bolusire | Rashida Saleh | Nneka Okekearu

A: 8, MacGregor Road,

Ikoyi, Lagos.
RC 829196	T:	0818 998 9898
	E:	[e-mail]
	W:	www.vfdgroup.com

All Shareholders are encouraged to complete an E-Dividend Mandate Form to ensure that all outstanding dividends are paid electronically.

1. PROFILES OF DIRECTORS FOR RE-ELECTION
   The Profiles of Directors standing for election or re-election are provided in the Annual Reports.
2. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
   Shareholders have a right to ask questions not only at Meetings, but also in writing prior to the Meeting, and such questions must be submitted to the Company Secretary via email to [e-mail] later than two [2] weeks before the date of the Meeting.

Chairman: Olatunde Busari (SAN) Group Managing Director: Nonso Okpala Executive Directors: Adeniyi Adenubi | John Okonkwo |

Gbenga OmolokunNon-ExecutiveDirectors: Azubike Emodi | Mobolaji Adewumi | Chuks Celestine Ozigbo | Kelvin Orogun | Femi Akinware

Independent Non-ExecutiveDirectors: Adegboyega Fatoki | Omolola Bolusire | Rashida Saleh | Nneka Okekearu