TRANSCORP HOTELS : NOTICES OF ANNUAL GENERAL MEETING (AGM)

RC 248514

NOTICE IS HEREBY GIVEN that the 10th Annual General Meeting ("AGM") of Transcorp Hotels Plc ("the Company") is scheduled to hold on, Monday, April 29 2024, at the Congress Hall, Transcorp Hilton Abuja, 1, Aguiyi Ironsi Street, Maitama, Abuja, F.C.T at

10.00 a.m. to transact the following businesses:

ORDINARY BUSINESS:

1. To lay before the members, the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Directors, Auditors and Audit Committee thereon.
2. To declare a dividend.
3. To approve the appointment of the following persons, as Directors of the Company

1. Alhaji Garba Abubakar (Independent)
2. Ms. Adesimbo Ukiri
3. Dr. Oluwatoyin Madein
4. To re-elect the following Directors retiring by rotation:

1. Dr. Mrs. Owen D. Omogiafo, OON; and
2. Ms. Bolanle Onagoruwa

1. To authorise the Directors to fix the remuneration of the Auditors for the 2024 financial year.
2. To disclose the remuneration of Managers of the Company.
3. To elect members of the Statutory Audit Committee.

SPECIAL BUSINESS

8. To consider and if thought fit, pass the following as a special resolution:

"That pursuant to Part 1, Section 11 of the Schedule to the Business Facilitation (Miscellaneous Provisions) Act 2022, Article 14 of the Company's Articles of Association be amended by the insertion of a new Article 14(a) to provide as follows:

'That the Company's Annual General Meeting may hold either physically or electronically, provided that the meeting is held in compliance with the Company's Articles of Association'".

9. To consider and if thought fit, pass the following as ordinary resolutions:

'That the remuneration of Directors be and is hereby fixed at the sum of N91,900,000 (Ninety-One Million Nine Hundred Thousand Naira) for the year ending December 31st, 2024, such payment to be effective from 1st January 2024''

10. To consider and if thought fit, pass the following as ordinary resolutions:

1. "That the Company be and is hereby authorised to invest in, acquire, or divest from any business and/or carry out as the Directors may deem appropriate and in accordance with any relevant laws, any actions, including but not limited to restructuring, reorganization, reconstruction and such other business arrangement exercise or actions."
2. "That subject to regulatory approval (where necessary), the Directors, be and are hereby authorised to take all steps and do all acts that they deem necessary in furtherance of the above, including but not limited to executing and filing all such forms, papers or documents, as may be required with the appropriate authorities; appointing professional advisers and parties that they deem necessary, upon such terms and conditions that the Directors may deem appropriate."

Dated this 2nd day of April 2024

BY ORDER OF THE BOARD

Mr. Stanley Chikwendu

Group Company Secretary

FRC/2012/PRO/NBA/002/00000000590

NOTES

1. PROXY

Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment of the proxy to be valid, a proxy form must be completed and deposited either at the office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at [e-mail] not later than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the Annual Report and may also be downloaded from the Company's website at www.transcorphotelsplc.com.

2. LIVE STREAMING OF AGM

The AGM will be streamed live. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The link for the AGM live streaming will be made available on the Company's website at www. transcorphotelsplc.com.

3. DIVIDEND

If the dividend recommended by the Directors is approved by the shareholders at the AGM, dividend will be paid by Tuesday, April 30, 2024, to the shareholders whose names appear in the Company's Register of Members at the close of business on Monday, April 15, 2024.

4. CLOSURE OF REGISTER

The Register of Members of the Company will be closed from Tuesday, April 16 2024, to Friday, April 19, 2024, (both dates inclusive) for the purpose of dividend payment and updating the register.

5. NOMINATION TO THE AUDIT COMMITTEE

In accordance with Section 404(6) of the Companies and Allied Matters Act 2020 (CAMA), any member may nominate a shareholder for election as a member of the Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the AGM. Such notice of nominations should be sent via email to info@ transcorphotelsplc.com for the attention of the Company Secretary. CAMA further provides that members of the Statutory Audit Committee should be financially literate.

6. E-DIVIDEND REGISTRATION

Notice is hereby given to all shareholders to provide bank account details, for the purpose of receiving dividend payments electronically. A detachable application form for e-dividend is attached to the Annual Report to enable all shareholders furnish particulars of their accounts to the Registrar as soon as possible.

7. UNCLAIMED DIVIDEND PAYMENTS AND UNDEMATERIALISED SHARES

Shareholders are hereby informed that a number of share certificates and dividend warrants which were returned to the Registrars as unclaimed are still in the custody of the Registrars. Any shareholder affected by this notice is advised to contact the Company's Registrars, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at cfc@africaprudential. com to lay claim.

8. PROFILES OF DIRECTORS FOR APPOINTMENT AND RE-ELECTION

The profiles of Alhaji Garba Abubakar, Ms. Adesimbo Ukiri and Dr Oluwatoyin Madein seeking appointment as Directors of the Company; Dr. Mrs. Owen D. Omogiafo, OON and Ms. Bolanle Onagoruwa who will be retiring by rotation and will be standing for re-election are amongst the profiles of Directors that are provided in the 2023 Annual Report and on the Company's website at www.transcorphotels.com.

9. E- ANNUAL REPORT PUBLISHED ON THE WEBSITE

In order to improve delivery of our Annual Report, we have inserted a detachable form in the 2023 Annual Report and hereby request shareholders to complete the form by providing their contact and any other requested details and thereafter return same to the Registrars for further processing. Additionally, an electronic version of the 2023 Annual Report is available on the Company's website at www.transcorphotels.com.

10. RIGHTS OF SHAREHOLDERS 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 written questions must be submitted to the Company on or before Friday, April 19, 2024.