CHELLARAMS : NOTICES OF EXTRA-ORDINARY GENERAL MEETING (EGM) -

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the members of Chellarams Plc will be held at Swiss International D'Palms Airport Hotel, 10/12 Kolawole Shonibare Street, Ajao Estate Lagos on Friday 30th December, 2022 at 11.00 a.m. to transact the following businesses:

SPECIAL BUSINESS

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

1. That pursuant to Articles 53 (c) of the Company's Memorandum and Articles of Association, the Directors be and are hereby authorized to take steps to comply with the requirements of the Companies and Allied Matters Act (CAMA) 2020 and the Companies Regulations 2021 regarding the unissued shares of the Company; by effecting the cancellation of all unissued shares of the Company.
2. Pursuant to the cancellation of the unissued shares of the Company, the Memorandum of Association of the Company be and is hereby amended by Deleting Clause 5 and substituting it with the following new clause:

"That the Issued Share Capital of the Company is 722,925,000 divided into 1,445,850,000 ordinary shares of N0.50k (fifty kobo) each.

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

NOTES

1. PROXY

A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not also be a member. A form of proxy is enclosed and if it is to be valid for the purposes of the meeting, it must be stamped by the Commissioner of Stamp Duties and deposited at the office of the Registrars, Greenwich Registrars & Data Solutions Ltd, 274 Murtala Muhammed Way, Alagomeji, Yaba, Lagos not less than 48 hours before the time of holding the meeting.

2. RIGHTS OF SECURITIES HOLDERS 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 the registered office of the company on or before 28th December, 2022.

DATED THIS 7th DAY OF DECEMBER, 2022.

BY ORDER OF THE BOARD

EHIMARE ISIRAMEN ESQ

Company Secretary

FRC/2020/002/00000022116

PLOT 110/114, OSHODI-APAPA EXPRESSWAY

ISOLO, LAGOS