Northern Nigeria Flour Mills : N NIG. FLOUR MILLS PLC.-2022 NOTICE OF ANNUAL GENERAL MEETING

NORTHERN NIGERIA FLOUR MILLS PLC

NOTICE OF ANNUAL GENERAL MEETING

Kano, 11 August, 2022

NOTICE IS HEREBY GIVEN that the fiftieth (50th) ANNUAL GENERAL MEETING of Northern Nigeria Flour Mills PLC will be held at THE BRISTOL PALACE HOTEL, 54/56 GUDA ABDULLAHI ROAD, FARM CENTRE, KANO on Thursday, 8th September, 2022 at 2 pm to transact the following business:

1. To lay before members of the Company the Audited Financial Statements for the year ended 31st March, 2022 and the Reports of the Directors, Auditors and Audit Committee thereon.
2. Declare a dividend
3. Elect/Re-electDirectors
   -To confirm the nomination of Mr. Omoboyede Olusanya (GMD/CEO of FMN, on the board of
   NNFM PLC
4. Authorize the Directors to fix the remuneration of the Auditors
5. Elect Members of the Audit Committee

NOTES:

1. PROXY

In view of the COVID-19 Pandemic, the restriction on mass gathering and in line with the Guidelines issued by the Corporate Affairs Commission on holding AGMs using Proxies, attendance at the AGM shall only be by proxy. Consequently, a member entitled to attend and vote at the AGM is advised to select from the under listed proposed proxies to attend and vote in his stead:

• Dr. Mohammed Jibrilla
• Alhaji Sani Umar
• Mr. Augustine Nnaemeka Ezechukwu
• Alhaji Borodo Isa Mohammed
• Mr. Nwabughogu Bright
• Alhaji Musa Shittu
• Alhaji Rabiu Danmadara
• Mr Patrick Ajudua
• Mrs. Bakare Sherifat
• Mallam Abdulganiyu Sani

A proxy form is attached to the Annual Report and is also available at this URL: https://bit.ly/3PDOaJE

All instruments on appointment of proxy must be deposited at the office of the Company Registrars, Atlas Registrars Limited. 34 Eric Moore Road, Iganmu, Lagos, P.O Box 3554, Surulere or via email at

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[e-mail]" not later than 48 hours before the time fixed for the meeting. The Company has made arrangements to bear the cost of the stamp duties on the instruments on appointment of proxy.

1. DIVIDEND
   The board recommends a dividend of 25 kobo (2021 15kobo) per ordinary Shares of 50 kobo each. This dividend will be subjected to Withholding Tax at the approved rate.
2. DIVIDED PAYMENT
   If approved, the dividend will be payable on Friday, 9th September, 2022 to shareholders whose names appear in the register of members at the close of business on Tuesday, 23rd August, 2022. Shareholders who have completed the e-mandate activation forms will receive a direct credit of the dividend into their bank accounts on the payment date.
3. CLOSURE OF REGISTER
   NOTICE IS HEREBY GIVEN that the Register of Members and Transfer Books of the company will be closed from Wednesday, 24th August to Friday 26th August, 2022 both days inclusive.
4. AUDIT COMMITTEE
   In accordance with section 359(5) of the Companies and Allied Matters Act CAP C20 LFN 2004, a nomination (in writing) by any member or shareholder for appointments to the Audit Committee should reach the Company Secretary at least 21 days before the Annual General Meeting.
   The Code of Corporate Governance of the Securities and Exchange Commission (SEC) requires that some of the members of the Audit Committee should have basic financial literacy and be knowledgeable in internal control processes. We therefore request that nominations must accompanied by a copy of the nominee's Curriculum Vitae.
5. UNCLAIMED DIVIDEND
   Shareholders are hereby informed that some dividends 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 dividend will be circulated with the Annual Reports and the Financial Statements. 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

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purpose of e-dividend/bonus. A detachable form for e-dividend is attached to the Annual reports and also available at this URL: https://bit.ly/3oGRoQJ

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 registrar's 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/3oGRoQJ

All mandate and records update should be deposited at Atlas Registrars Limited, 34 Eric Moore Road, Iganmu, Lagos, P.O. Box 341, Apapa or via email at [e-mail].

1. RIGHT OF SHARHOLDERS 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 question 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 one week before the date of the meeting.
2. ELECTRONIC ANNUAL REPORTS
   The soft copy of the 2022Annual Reports would be posted on our 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 reports should request via email to: registrars @atlasregistras.com

BY ORDER OF THE BOARD

Ogwuche Theophilus

Company secretary

FRC/2019/ICAN/00000019501

11 August, 2022

26 Post Office Road,

Kano, Nigeria

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