Champion Breweries : BREW. PLC.- NOTICE OF ANNUAL GENERAL MEETING (AGM)

Industrial Layout, Aka Offot, P.M.B. 1106, Uyo, Akwa Ibom State, Nigeria.

RC 13388

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 48th Annual General Meeting of Champion Breweries PLC will be held by proxy on Tuesday 21st May 2024 at Oriental Hotel, 3 Lekki Road, Victoria Island, Lagos at 12.00 noon to:

A. ORDINARY BUSINESS

1. Lay before members, the audited financial statements for the year ended December 31, 2023, and the Directors', Auditors', and Audit Committee's Reports thereon.
2. Elect/re-electDirectors as may be applicable.
3. To authorize the Directors to fix the remuneration of the Auditors.
4. Elect/re-electshareholders' representatives on the Audit Committee.

1. SPECIAL BUSINESS

1. To approve the remuneration of Directors.
2. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company;
   "That a general mandate be and is hereby given to the Company to enter into recurrent transactions with related parties for the Company's day-to-day operations, including the procurement of goods and services, on normal commercial terms."
3. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company;
4. 1. That the following proposals by the Directors in connection with the 2023 financial year be and are hereby approved:
   2. 1. "That 559,249,714 unallocated and unissued ordinary shares of 0.50 kobo each in the authorized share capital of the Company be and are hereby allotted to shareholders whose names appear in the Register of Members of the Company as at the close of business on May 10, 2024, based on a ratio of one
         (1) ordinary share for every seven (7) ordinary shares held, to be financed with Five Hundred & Nineteen Million (N519,100,000.00) from the Share Premium Account of the Company and Forty Million, One Hundred Thousand Naira (N40,149,714.00) from the retained earnings of the Company.
      2. That upon completion of the process for the issuance of the 559,249,714- bonus share, and in compliance with Section 124 of the Companies and Allied Matters Act. No. 3 of 2020 (as amended) and the Companies Regulations 2021, the shareholders hereby approve the cancellation of the remaining 26,002,286 unissued shares of the Company and authorize the Directors to

Directors: I. Jacob Chairman(

), I. Adoga (MD/CEO ), S. Aigbedo, O. Alabi, F. Kurt, (Dutch ). T. Owoka, S. Ottan, K. Santry (Briti sh ), H. Umanah (Mrs . )

Industrial Layout, Aka Offot, P.M.B. 1106, Uyo, Akwa Ibom State, Nigeria.

RC 13388

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take all such lawful steps as may be required by statute and/or regulations for implementing the cancellation of the Company's unissued shares.

1. That the Directors be and are hereby authorized to take all such lawful steps, pass all requisite resolutions and do all such other lawful acts and/or things as may be necessary for and/or incidental to giving effect to the resolution above; and all prior lawful steps taken by the Directors in the above regard be and are hereby ratified.

4. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company.

1. That after the cancellation of all of the unissued shares in the capital of the Company by the resolution above, Clause 5(a) of the Memorandum of Association of the Company be amended as necessary to reference only the issued shares in the share capital of the Company.

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 resolution 6 above.

NOTE:

1. PROXIES

A member of the Company entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote in his/her/its stead. A Proxy need not be a member of the Company. A form for proxy is supplied with the notices circulated to members and if it is to be valid for the purpose of the meeting, it must be duly completed, stamped and deposited at the office of the Registrars to Champion Breweries Plc, Africa Prudential Registrars Plc, 220 B, Ikorodu Road, Palmgrove, Lagos not less than 48 hours before the time of the meeting.

A Shareholder entitled to attend and vote at the Meeting can appoint a proxy to attend and vote in his/her/its stead. The proxy does not need to be a shareholder. Consequently, Members are required to appoint a proxy of their choice to represent them at the Meeting.

A form for proxy is supplied with the notices circulated to members and if it is to be valid

Directors: I. Jacob Chairman(

), I. Adoga (MD/CEO ), S. Aigbedo, O. Alabi, F. Kurt, (Dutch ). T. Owoka, S. Ottan, K. Santry (Briti sh ), H. Umanah (Mrs . )

Industrial Layout, Aka Offot, P.M.B. 1106, Uyo, Akwa Ibom State, Nigeria.

RC 13388

Email: info.cbplc@champio nb reweries.co m

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for the purpose of the meeting, it must be duly completed, stamped and deposited at the office of the Registrars to Champion Breweries Plc, Africa Prudential Registrars Plc, 220 B, Ikorodu Road, Palmgrove, Lagos or sent by e-mail to [e-mail] less than 48 hours before the time of the meeting. The Company shall bear the cost of the stamp duty payable on this Proxy Form.

2. NOMINATION OF MEMBERS OF THE AUDIT COMMITTEE

Any member of the Company may nominate a Shareholder as a member of the Audit Committee of the Company by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.

1. CLOSURE OF REGISTER
   The Register of Members shall be closed from Monday 13 Many 2024, to Friday May 27, 2024, whilst the qualification date be Friday, May 10, 2024, for the purpose of updating the Register.
2. RIGHT TO ASK QUESTIONS
   In line with Rule 19.12, The Rule Book of The Exchange, 2015, Part 11, Issuers' Rules. Shareholders of the Company have the right to ask questions not only at the Annual General Meeting but also in writing prior to the meeting. Written questions must be submitted to the Company Secretary, at least 48 hours days before the Annual General Meeting at Oriental Hotel, 3 Lekki Road, Victoria Island, Lagos Nigeria or by email at [e-mail] [e-mail]
3. ELECTRONIC VERSION OF THE ANNUAL REPORT AND ACCOUNTS
   Electronic versions of the 2023 Annual Report and Accounts are available online for viewing and download via the Company's website, www.championbreweries.com and that of the Registrar, www.africaprudential.com
4. LIVE STREAMING OF THE AGM
   The AGM will be streamed live online. This will enable Shareholders and other relevant Stakeholders who will not be attending the meeting physically to also be part of the proceedings. The link for the live streaming will be made available on the Company's website: www.championbreweries.com and by the Registrar, in due course.

Directors: I. Jacob Chairman(

), I. Adoga (MD/CEO ), S. Aigbedo, O. Alabi, F. Kurt, (Dutch ). T. Owoka, S. Ottan, K. Santry (Briti sh ), H. Umanah (Mrs . )

Industrial Layout, Aka Offot, P.M.B. 1106, Uyo, Akwa Ibom State, Nigeria.

RC 13388

Email: info.cbplc@champio nb reweries.co m

www.champio nb reweries.co m

Dated 26th March 2024.

By Order of the Board

Chief Tosan Atle Aiboni

Company Secretary/Legal Adviser

FRC No: FRC/2014/PRO/NBA/002/00000006228

Registered Office:

Industrial Layout,

Aka Offot, Uyo, Akwa Ibom State.

Directors: I. Jacob Chairman(

), I. Adoga (MD/CEO ), S. Aigbedo, O. Alabi, F. Kurt, (Dutch ). T. Owoka, S. Ottan, K. Santry (Briti sh ), H. Umanah (Mrs . )