ARDOVA : NOTIFICATION OF OUTCOME OF AGM 2021

ARDOVA PLC

LAGOS, 29 SEPTEMBER 2022

OUTCOME OF THE 43RD ANNUAL GENERAL MEETING OF ARDOVA PLC

Pursuant to the post-listing requirements of Nigerian Exchange Limited (NGX) for quoted companies, Ardova Plc (the Company) hereby notifies NGX and the investing public that the 43rd Annual General Meeting of the Company held 27 September 2022 as scheduled.

At the meeting, the members considered and duly passed the following resolutions:

ORDINARY BUSINESS:

1. That the Audited Financial Statements with the Statement of Profit or Loss and other Comprehensive Income for the year ended 31 December 2021, the Report of the Directors, the Report of the Auditors and Statutory Audit Committee thereon, be laid before the members and was received.
2. That the following Directors whose terms expired in accordance with Articles 88 and 89 of the Company's Articles of Association were re-elected to the Board of the Company:
3. 1. Mr. AbdulWasiu Sowami
   2. Mr. Olusola Adeeyo
4. That the Directors were authorized to fix the remuneration of the External Auditors for the ensuing year.
5. That the under listed shareholder representatives were re-elected as members of the Audit Committee:
6. 1. Mr. Job Ihejirika Onwughara
   2. Mrs. Adebisi Oluwayemisi Bakare
   3. Mr. Safiu Okunola

While the under listed Directors will serve on the Statutory Audit Committee for the year ending 31 December 2022:

1. Mr. Olusola Adeeyo; and
2. Mr. Mohammed Aminu Umar.

5. That the remuneration of managers of the Company, pursuant to Sec 257 of CAMA 2020, was disclosed on page 105 of the annual reports and accounts and same was noted.

SPECIAL BUSINESS

1. That pursuant to Sec 293(1) of CAMA 2020, the annual remuneration of the Directors was set at N1,000,000.00 for the Non-Executive Directors and N1,500,000.00 for the Chairman.
2. That the general mandate authorizing the Company to enter recurrent transactions which are of a trading nature or those necessary for its day-to-day operations with related parties or companies in accordance with the Rule 20.8 of the Rulebook of the Nigerian Exchange Limited
   2015: Issuer's Rules, governing transactions with related parties or interested persons on normal commercial terms consistent with the Company's transfer pricing policy was renewed.
3. The members approved:
4. 1. "That the Directors be and are hereby authorized to take all steps necessary to comply with the requirements of Section 124 of the Companies and Allied Matters Act 2020 and the Companies Regulations 2021, as it relates to unissued shares of the Company, including the cancellation of 2,689,370,733 unissued ordinary shares of the Company"; and
   2. That the Directors be and are hereby authorized to enter into and execute 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 Resolution 8(A) above, including without limitation, appointing such professional parties, consultants and advisers and complying with the directives of the regulatory authorities.
5. The members approved:
6. 1. "That pursuant to resolutions 8 above, the Directors be and are hereby authorized to amend Clause 5 of the Memorandum of Association and Article 3 of the Articles of Association of the Company, as necessary to reference only the issued shares in the share capital of the Company".
   2. That the Directors be and are hereby authorized to enter into and execute 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 Resolution 9(A) above, including without limitation, appointing such professional parties, consultants and advisers and complying with the directives of the regulatory authorities.

Thank you.

Oladeinde Nelson-Cole

Company Secretary