MRS OIL NIGERIA : NOTICE OF ANNUAL GENERAL MEETING

MRS OIL NIGERIA PLC

NOTICE OF THE FIFTY-FOURTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fifty-Fourth Annual General Meeting of MRS Oil Nigeria Plc will hold at the Federal Palace Hotel, Ahmadu Bello Way, Victoria Island, Lagos, Nigeria, on August 3rd, 2023 at 11:00 a.m. to transact the following business:-

ORDINARY BUSINESS:

1. To lay the Audited Financial Statements for the year ended 31 December 2022 and the Report of the Directors together with the Audit Committee and Auditors Report thereon.
2. To re-elect/elect Directors under Articles 90/91 of the Company's Articles of Association.
3. To authorize the Directors to fix the remuneration of the Auditors.
4. To elect the Members of the Audit Committee.
5. To disclose the remuneration of the Managers of the Company.

SPECIAL BUSINESS:

To consider and if thought fit, pass the following resolutions as Ordinary Resolutions:

1. "To fix the remuneration of the Directors".
2. "To renew the general mandate for Related Party Transactions".

Voting by Interested Persons:

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

To consider and if thought fit, pass the following resolutions as Special Resolutions:

8. That the Articles of Association of the Company be and are hereby altered by deleting the present Article 46 and subsisting same with the following new Article:

Article 46 ''The allotment of new shares in the Company shall be issued to existing and non-existing Members directly or at the discretion of the Directors and as circumstance(s) may require from time to time''.

9. That the Articles of Association of the Company be and are hereby altered by deleting the present Article 49 and subsisting same with the following new Article:

Article 49 ''The Company shall in each calendar year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. The General meeting of the Company may, at the discretion of the Board hold either physically or hybrid as circumstances may require".

10. That the Articles of Association of the Company be and are hereby altered by deleting the present Article 64 and subsisting same with the following new Article:

Article 64 "Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands or electronically every member present in person, by proxy and/or virtually shall have one vote and on a poll, every member shall have one vote for each share of which he is the holder''.

11. That the Articles of Association of the Company be and are hereby altered by deleting the present Article 131 and subsisting same with the following new Article:

Article 131 "A notice of Annual General Meeting and other Meetings may be given by the Company to any member either personally or by electronic means via the registered electronic mail address".

NOTES:

1. Proxy:

A Member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy in his/her stead. A proxy need not be a member of the Company. All instruments of proxy should be duly stamped by the Commissioner of Stamp Duties and deposited at the Registrar's Office, First Registrars and Investor Services, Plot 2, Abebe Village Road, Iganmu, Lagos, not later than 48 hours before the time for holding the Meeting. A corporate body being a member of the Company is required to execute a proxy under seal. A blank proxy form is a t t a c h e d t o t h e A n n u a l R e p o r t a n d A c c o u n t s a n d m a y a l s o b e d o w n l o a d e d f r o m t h e C o m p a n y ' s w e b s i t e a t (http://mrsoilnigplc.net/investor/index.html).

1. Shareholders' Right to Ask Questions:
   Prior to the Meeting, Members have a right to ask questions regarding concerns or observations that may arise from the 2022 Annual Report and Accounts, in writing and during the Annual General Meeting. Provided, that the questions in writing shall be submitted to the Company, no later than July 13, 2023. The 2022 Annual Report and Accounts of the Company is available on the Company's website at www.mrsoilnigplc.net.

1. Register of Members and Transfer Books:
   The Register of Members and Transfer Books of the Company will be closed from July 3, 2023 through July 7, 2023 (both dates inclusive) to enable the preparation of the Annual General Meeting.
2. Nomination for the Audit Committee:
   In accordance with Section 404 (6) of the Companies and Allied Matters Act, 2020, any member may nominate a Shareholder as a member of the Audit Committee, by notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.

1. Unclaimed Dividends:
   Several dividends remain unclaimed and are yet to be presented for payment. We therefore, urge all Shareholders who are yet to update their contact details to kindly contact the Company's Registrar or the Company Secretary.
2. E-DividendMandate:

Notice is hereby given to all Shareholders to open a bank account, stockbroking account and CSCS account for the purpose of payment of dividend/bonus issue. A detachable e-dividend/e-bonus mandate form, can be detached from the Annual Report for your convenience. The a f o r e m e n t i o n e d f o r m c a n a l s o b e d o w n l o a d e d f r o m t h e C o m p a n y ' s w e b s i t e a t w w w. m r s o i l n i g p l c . n e to r www.firstregistrarsnigeria.com/download-forms. Kindly fill out the form and submit it to the Company's Registrar.

Duly completed forms should be returned to First Registrars and Investor Services Limited, Plot 2, Abebe Village Road, Iganmu, Lagos or via email at info@firstregistrarsnigeria.com.

1. E-Report:
   The electronic version of the 2022 Annual Report and Accounts is available online for viewing and downloading via the Company's website.

1. The Securities and Exchange Commission (SEC) Rule on Complaints Management Framework:
   Please note that SEC Rule No. 10(a) enjoins Shareholders who have complaints to register same on the website of the Company at www.mrsoilnigplc.net. This will ensure complaints from Shareholders are handled in a timely, effective, fair and consistent manner.

1. Closure of Dividend 37:
   In accordance with Section 432(2) of the Companies and Allied Matters Act, 2020 regarding dividends that are unclaimed for over 12 (twelve) years, the Board at its meeting on March 29, 2023 approved the recall of Dividend 37 into the Company's account effective July 27, 2023. No further dividend will be paid to Shareholders from this dividend.

1. Biographical Details of Directors for Re-election/Election:

The biographical details of Directors standing for re-election/election are provided in the 2022 Annual Report and Accounts of the Company.

1. Website:
   A copy of this Notice, a list of unclaimed dividends for the year ended 31 December, 2022 and other information relating to the AGM can be found on the Company's website - www.mrsoilnigplc.net.

(BY ORDER OF THE BOARD)

O.M. Jafojo (Mrs.) FCIS

Company Secretary

FRC NO: 2013/NBA/00000002311

Registered Office

2 Tincan Island Port Road,

Apapa, Lagos,

Nigeria.

Dated: March 29, 2023

SUMMARYSUMMARY OFOF AUDITEDAUDITED FINANCIALFINANCIAL RESULTSRESULTS FORFOR THETHE YEARYEAR ENDEDENDED 3131 DECEMBERDECEMBER 20222022

Year ended 31 December 2022	NGN' 000 2021	NGN '000	Variance %
Revenue	100,779,880	71,976,255	40
Profit Before Tax	2,420,346	325,025	645
Tax (charge)/credit	(1,104,244)	14,848	(754)
Profit for the year	1,316,102	339,873	287
Proposed Dividend for the Year		-	-
Bonus Issue Reserve		-	-
Net Assets per 50k Share	53.95	56.38	(4)
Profit per 50k Share (Naira)	3.84	1.12	244

No. 2 Tincan Island Port Road, Apapa, Lagos

Tel: [phone]

www.mrsoilnigplc.net