CADBURY NIGERIA : NOTICE OF AGM

THE COMPANIES AND ALLIED MATTERS ACT 2020

PUBLIC COMPANY LIMITED BY SHARES

CADBURY NIGERIA PLC

RC NO: 4151

NOTICE CONVENING THE 58TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 58th Annual General Meeting of Members of Cadbury Nigeria Plc. will be held in the Banquet Hall of The Civic Centre, Ozumba Mbadiwe, Victoria Island, Lagos on Monday, 26th June 2023 at 10:00 am to transact the following business:

ORDINARY BUSINESS

1. To lay before the meeting, the Audited Financial Statements of the Company for the year ended 31 December 2022, the Report of the Directors, together with the reports of the Auditors and the Audit Committee thereon;
2. To declare a Dividend
3. To elect/re-elect Directors;
4. To authorise the Directors to fix the remuneration of the independent Auditors;
5. To elect members of the Audit Committee;
6. To disclose the remuneration of Managers of the company

SPECIAL BUSINESS

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

1. "That, subject to the provisions of the Rules of Nigerian Exchange Limited (NGX), namely, The Rules Governing Transactions with Related Parties or Interested Persons, a General Mandate be and is hereby renewed for the Company to enter into recurrent related party transactions for the
   Company's day to day operations, including the procurement of goods and services, on normal commercial terms in compliance with the NGX Rules.
2. That the Directors be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) to give effect to the transactions as authorised by this Ordinary Resolution.

1. To consider and if thought fit, pass the following resolution as a Special Resolution of the Company:
2. 1. That, the Articles of Association of the Company be amended by the insertion of a new Clause 47(3), to read as follows:

A member of the Company or Proxy may participate in any general meeting via teleconference, video conference, and any other technological means that allows 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 to be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the Chairman of the meeting is then present.

and;

1. To Approve The Directors Remuneration.

Voting by Interested Persons

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

NOTES

Proxies: A Member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote in his/her stead. Such proxy need not be a member of the Company.

A Proxy Form is attached to this Annual Report. All instruments of proxy should be completed and deposited at the office of the Company's Registrar, First Registrars & Investor Services Ltd, Plot 2, Abebe Village Road, Iganmu, Lagos (please include the email of the Registrars), NOT LATER than forty-eight (48) hours prior to the meeting. The cost of stamping the proxy will be borne by the Company.

Closure of Register

The Register of Members and Transfer book will be closed from 5th June 2023 to 9th June 2023 (both days inclusive) for the purpose of updating the Register of Members in preparation for dividend payment.

Dividend Payments

If the payment of dividend is approved at the meeting, the bank accounts of shareholders with the appropriate e-dividend mandate and whose names appear in the Register of Members as at the close of business on Friday 2nd June 2023 will be credited on Tuesday 27th June 2023.

Unclaimed Dividend

Shareholders are hereby informed that some dividend has been returned to the Registrars as unclaimed. Affected members are by this Notice advised to contact the Registrars, First Registrars & Investor Services Limited, Plot2, Abebe Village Road, Iganmu, Lagos, for resolution.

Election of the Audit Committee

In accordance with section 404 (6) of the Companies and Allied Matters Act, Cap. Cap.A320, Laws of the Federation of Nigeria 2020, any member or shareholder may nominate another shareholder as a member of the Audit Committee by giving written notice of such nomination to the Company Secretary

at least 21 days before the Annual General Meeting. Section 404(5) of the Companies and Allied Matters Act 2020 provides that all the members of the Audit Committee shall be financially literate and at least one (1) member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. The Code of Corporate issued by the Financial Reporting Council of Nigeria also provides that members of the Audit Committee should be financially literate and able to read and interpret financial statements. In view of the same, we therefore request that nominations be accompanied by a copy of the nominees Curriculum Vitae.

E-dividend mandate

Shareholders are kindly requested to update their records and advise First Registrars & Investor Services Limited of their updated records and relevant bank accounts for payment of their dividends. Detachable forms in respect of mandate for e-dividend payment, and shareholder data update are attached to the Annual Report for convenience. The forms can be downloaded from First Registrars& Investor Services Limited's website at www.firstregistrarsnigeria.com.The duly completed form should be delivered to First Registrars & Investor Services Limited, No 2, Abebe Village Road, Iganmu, Lagos.

Rights of Shareholders To Ask Questions

Pursuant to Rule 19.12 (c) of the Nigerian Exchange Limited's Rulebook 2015, please note that it is the right of every Shareholder to ask questions not only at the meeting but also in writing prior to the meeting. We urge that such questions be submitted to the Office of the Company Secretary not later than (one week) before the date of the meeting.

Electronic Information

Relevant documents in connection with the meeting are available to all shareholders from the date of this notice on the company's website www.cadburynigeria.com

Dated this 24th day of March 2023.

By Order of the Board,

Fola Akande

Company Secretary

FRC/2013/NBA/00000001060

Registered Office

Cadbury Nigeria Plc,

Lateef Jakande Road,

Agidingbi, Ikeja, Lagos

PROXY FORM

CADBURY NIGERIA PLC

58th ANNUAL GENERAL MEETING TO BE HELD

AT 10.00AM ON MONDAY 26 JUNE 2023

THE BANQUET HALL, CIVIC CENTRE, OZUMBA MBADIWE,VICTORIA ISLAND, LAGOS

	RESOLUTIONS			FOR	AGAINS
					T
	ORDINARY BUSINESS
	To Declare a Dividend
	To re-elect the following Directors retiring by rotation:
	Mr. Sunil Parthasarthy
	Mr. Ogaga Ologe
	To authorize the Directors to fix the remuneration of the Auditors
	To elect members of the Audit Committee
	To disclose the remuneration of the Managers of the Company
	SPECIAL BUSINESS
	To renew The General Mandate of the company to enter into recurrent
	transactions with related parties for day to day operations:
	a) "That, subject to the issued provisions of the Nigerian Exchange Limited
	(NGX), namely, The Rules Governing Transactions with Related Parties or
	Interested Persons, a General Mandate be and is hereby renewed for the
	Company to enter into recurrent related party transactions for the Company's
	day to day operations, including the procurement of goods and services, on
	normal commercial terms in compliance with the NSE Rules.
	b) That the Directors be and are hereby authorized to complete and do all
	such acts and things (including executing all such documents as may be
	required) to give effect to the transactions as authorized by this Ordinary
	Resolution.
	Amendment of Memorandum & Articles of Association:
	To consider and if thought fit, pass the following resolution as a Special
	Resolution of the Company:
	That, the Articles of Association of the Company be amended by the
	insertion of a new Clause 47(3),	to read as follows:

A member of the Company or Proxy may participate in any general meeting via teleconference, video conference, and any other technological means that allows 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 to be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the Chairman of the meeting is then present.

To approve the remuneration of the Directors

Please indicate with 'X' in the appropriate space 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.

I/We ………………………………………………………………………

being a member/members of Cadbury Nigeria Plc

hereby appoint ** ………………………………………………..

…………………………………………. Or failing him/her the

Chairman of the meeting as my/our proxy to act

and vote for me/us and on my/our behalf at the

Annual General Meeting of the Company to be held on Monday, 26th June 2023 and at any adjournment

thereof.

Dated this …………… Day of ………………………… 2023

Shareholder's Signature ………………………………………

Notes:

Please sign the above proxy form and post it, so as to reach the address of the Registrars, First Registrars

• Investors Ltd, Plot 2, Abebe Village, Iganmu, Lagos overleaf not later than 48 hours before the time for holding the Meeting. If executed by a company, the proxy form should be sealed with the company's

common seal.