BUA CEMENT : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

BUA Cement Plc RC 1193879

C E M E N T NOTICE OF 7TH ANNUAL GENERAL MEETING

Notice is hereby given that the 7th Annual General Meeting ("the Meeting") of BUA Cement Plc ("the Company") will hold on Thursday, August 31st, 2023, at the Congress Hall of Transcorp Hilton Hotel, No. 1, Aguiyi Ironsi Street, Maitama, Abuja 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 31st, 2022, together with the Report of the Directors, External Auditors and Audit Committee thereon.
2. To declare a Dividend.
3. To re-elect the following directors retiring by rotation:
4. 1. Khairat Abdulrazaq-Gwadabe
   2. Finn Arnoldsen
   3. Shehu Abubakar
5. To authorize the Directors to fix the remuneration of the Auditors.
6. To elect members of the Audit Committee.
7. To disclose the remuneration of the managers of the Company.

NOTES

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 proxy to be valid, a proxy form must be executed, duly stamped by the Commissioner of Stamp Duties, and deposited either at the office of the Company's Registrars, Africa Prudential Plc, 2 2 0 B I k o ro d u R o a d , P a l m g ro v e , L a g o s N i g e r i a , o r v i a e m a i l a t [e-mail] not less than 48 hours before the time fixed for the meeting. A blank proxy form is enclosed in the Annual Report and can also be accessed at the Company's website https://www.buacement.com.

STAMPING OF PROXY

The Company has made arrangements, at its cost, for the stamping of the duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated time.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members and Transfer Books will be closed from Monday, August 14th 2023, to Friday, August 18th 2023, (both days inclusive) for the purpose of updating the Register of Members.

Special Business

1. To approve the remuneration of the Directors.
2. To consider and if thought fit, pass the following resolutions as special resolutions:
3. 1. Pursuant to Article 45 (1c) of the Company's Articles of Association, the requirement of section 124 of the Companies and Allied Matters Act (CAMA) 2020 and Regulation 13 of the Companies Regulations 2021, the Company's unissued shares of 6,135,645,940 (Six Billion, One Hundred and Thirty-Five Million, Six Hundred and Forty-Five Thousand, Nine Hundred and Forty) Ordinary Shares of N0.50K (Fifty Kobo) each from the total existing shares of the Company be and is hereby canceled.
   2. The Issued Share Capital of the Company be and is hereby declared as 33,864,354,060 (Thirty-Three Billion, Eight Hundred and Sixty-Four Million, Three Hundred and Fifty-Four Thousand, and Sixty) Ordinary Shares of N0.50 Kobo each.
   3. Clause 6 of the Memorandum of Association of the Company be and is hereby amended to read as follows:
      "The Share Capital of the Company is N16,932,177,030 (Sixteen Billion, Nine Hundred and Thirty-Two Million, One Hundred and Seventy-Seven Thousand, and Thirty Naira) divided into 33,864,354,060 (Thirty-Three Billion, Eight Hundred and Sixty-Four Million, Three Hundred and Fifty- Four Thousand and Sixty) Ordinary Shares of N0.50k each."
   4. That pursuant to Section 11 of the Business Facilitation (Miscellaneous Provisions) Act 2022, the Articles of Association of the Company be and is hereby amended by the insertion of a new Article 50 (1) to read as follows:
   5. 1. A member of the Company or Proxy may participate in any general meeting of the Company via teleconference, video conference or using any other technological means that allow the participating member to hear and be heard. Any person so participating in person or by proxy shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in determining a quorum.

BY ORDER OF THE BOARD

Hauwa G. Satomi

Company Secretary

FRC/2022/PRO/NBA/002/00000023786

DIVIDEND PAYMENT

If the Dividend payment of N2.80k (Two Naira Eighty Kobo) per share proposed by the Directors is approved by the shareholders, dividend warrants or e-payment will be paid on Thursday, August 31st 2023, to the shareholders whose names appear in the register of members by close of business on Friday, August 11th 2023.

NOMINATION TO THE AUDIT COMMITTEE

Pursuant to Section 404(6) of the Companies and Allied Matters Act (CAMA) 2020, any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination. Such notice should reach the Company Secretary at least 21 days before the date of the Annual General Meeting. Financial Reporting Council's Nigerian Code of Corporate Governance, 2018 stipulates that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements. We therefore request that nominations be accompanied by a copy of the nominee's Curriculum Vitae.

RIGHT 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 questions must be submitted to the Company Secretary at least two days before the date of the Annual General Meeting.

ELECTRONIC ANNUAL REPORT

The soft copy of the Annual Report can be accessed on our website and will be sent to our shareholders who have provided their email addresses to the Registrars. Shareholders who are interested in receiving the soft copy of the Annual Report should request for it via email at [e-mail].

UNCLAIMED DIVIDEND

Shareholders are hereby informed that a number of dividend warrants have been returned to the Registrars as "unclaimed". Any member affected by this notice is advised to contact the Company's Registrars at 220B Ikorodu Road, Palmgrove Bus Stop, Somolu, Lagos or [e-mail]. We have enclosed the list of unclaimed dividend in the Annual Report. Also, the list can be accessed via the Company's website: https://www.buacement.com or the Registrar's website: www.africaprudential.com.

E-DIVIDEND

Notice is hereby given to all Shareholders (who are yet to do so) to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of dividend. A detachable application form for e-dividend is attached to the Annual Report to enable all shareholders to furnish particulars of their accounts to the Registrar as soon as possible.

DIRECTORS' PROFILE

The profiles of the Directors, Khairat Abdulrazaq-Gwadabe, Finn Arnoldsen and Shehu Abubakar, who are seeking re-election are provided in the Annual Report.

HEADQUARTERS

5th Floor, BUA Towers, PC 32, Churchgate Street P. O. Box 70106, Victoria Island, Lagos, Nigeria

OBU FACTORY

KM 164, Benin-Okene Expressway, Okpella Edo State, Nigeria, [e-mail]

SOKOTO FACTORY

KM 10, Kalambaina Road, P.M.B. 02166, Sokoto, Sokoto State, Nigeria. T. [phone] - 71. E. [e-mail]