Honeywell Flour Mills : MILL PLC- NOTICES OF ANNUAL GENERAL MEETING (AGM) -

Honeywell Flour Mills Plc

Notice of Annual General Meeting

Lagos, 22nd February 2023

Notice is hereby given that the 13th Annual General Meeting (AGM) of Honeywell Flour Mills Plc will hold on Thursday, 23 March, 2023 at the Civic Centre, Ozumba Mbadiwe Street, Victoria Island, Lagos at 11a.m. to transact the following business:

ORDINARY BUSINESS:

1. To lay the Audited Financial Statements for the year ended 31st March 2022 and the Reports of the Directors, Auditors and Audit Committee thereon.
2. Elect/Re-electDirectors to wit:
   2.1. To ratify the appointment of the following Directors, appointed as Directors since the last Annual General Meeting.
3. • Mr. Omoboyede Olusanya
   • Mrs. Kate Osamede Iketubosin
   • Mr. Nassib Raffoul
   • Mr. Anders Kristiansson
   • Mr. Joseph Umolu
   • Mr. Sadiq Usman
   • Mr. Vlasios Liakouris
   1. To authorize the Directors to fix the remuneration of the Auditors
   2. To disclose the remuneration of Managers of the Company
   3. To elect Members of the Audit Committee

SPECIAL BUSINESS BY ORDINARY RESOLUTION: 6. Fix the remuneration of the Directors.

To consider and if thought fit, to pass the following as ordinary resolution"

"That the remuneration of the Non-executive Directors of Honeywell Flour Mills Plc be and is hereby fixed at N3million naira only as Directors annual fees per Director. In addition, sitting allowances will be paid at standard agreed rates for each meeting attended".

7. Renew General Mandate for Related Party Transactions.

SPECIAL BUSINESS BY SPECIAL RESOLUTION

8. To consider and if thought fit, ratify all necessary steps taken by the Directors to comply with the requirements of section 124 of the Companies and Allied Matters Act 2020 and regulation 13 of the Companies Regulations 2021 regarding the unissued shares of the Company including the cancellation of 34,901,171 units of unissued ordinary shares of the Company.

NOTES:

1. PROXY

A member of the company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the company. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of Atlas Registrars Limited, 34 Eric Moore Road, Iganmu, Lagos, P.O. Box 341, Apapa not later than 48 hours before the time fixed for the meeting.

2. AUDIT COMMITTEE

In accordance with Section 404(6) of the Companies and Allied Matters Act, 2020, a nomination (in writing) by any member or shareholder for appointment to the Audit Committee should reach the Company Secretary at least 21 days before the Annual General Meeting.

Section 404(5) of the Companies and Allied Matters Act 2020 requires that all members of the Audit Committee should have basic financial literacy, be knowledgeable in internal control processes and at least one member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. We therefore request that nominations must be accompanied by a copy of the nominee's Curriculum Vitae.

3. CLOSURE OF REGISTER AND TRANSFER BOOKS

The Register of Members and Transfer books will be closed from Wednesday 15th to Friday 17th March 2023 both days inclusive for the purpose of updating the Register of Members.

4. UNCLAIMED DIVIDENDS

Shareholders are hereby informed that some dividend warrants have been returned to the Registrars as unclaimed while some have neither been presented to the Banks for payment nor to the Registrars for revalidation. A list of such unclaimed dividends will be circulated with the Annual Reports and Financial Statements and also available at this url: https://bit.ly/3Hqe7JU

Affected members are by this notice, advised to contact the Registrars at Atlas Registrars Limited, 34 Eric Moore Road, Iganmu, Lagos, P.O. Box 3554, Surulere or via email at [e-mail].

E-Dividend/Bonus Mandate

Pursuant to the Directive of the Securities and Exchange Commission, notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of e- dividend/bonus. A detachable application form for e-dividend is attached to the Annual Report and also available at this url: https://bit.ly/3Y2W5Uo

This is to enable shareholders furnish particulars of their accounts to the Registrars as soon as possible. The forms can also be downloaded from the Registrars' website - www.atlasregistrars.com. Shareholders are also advised to update their records with the Registrars using the Data Update Form available at this url: https://bit.ly/3HHqbHR

All mandates and records update should be deposited at Atlas Registrars Limited, 34 Eric Moore Road, Iganmu, Lagos, P.O. Box 3554, Surulere or via email at [e-mail].

5. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

Pursuant to Rule 19.12 (c) of the Nigerian Exchange Limited's Rule book 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 Company Secretariat not later than two weeks before the date of the meeting.

6. ELECTRONIC ANNUAL REPORT:

The soft copy of the 2022 Annual Report would be posted on the Company's website and also sent to our shareholders who have provided their email addresses to the Registrars. Shareholders who are interested in receiving the soft copy of the 2022 Annual Report should request via email to: [e-mail].

BY ORDER OF THE BOARD

OSOMOMEN L. OLUKOYA

COMPANY SECRETARY

FRC/2022/PRO/NBA/004/451605

21st February 2023

1, Golden Penny Place,

Wharf Road,

Apapa, Lagos.