Northern Nigeria Flour Mills : N NIG. FLOUR MILLS PLC.-2023 NOTICE OF ANNUAL GENERAL MEETING

NORTHERN NIGERIA FLOUR MILLS PLC

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the fifty-first(51st) ANNUAL GENERAL MEETING (AGM) of Northern Nigeria Flour Mills PLC will be held at THE AMANI EVENT CENTRE, NO. 3 TAMANDU ROAD, NASARAWA GRA, KANO on Thursday, 7th September 2023 at 2 pm to transact the following business:

ORDINARY BUSINESS

1. To lay the Audited Financial Statements for the year ended 31st March 2023 and the Reports of the Directors, Auditors and Audit Committee thereon.
2. Declare a dividend
3. Elect/Re-electDirectors
   3.1 To ratify the appointment of the following Directors, appointed as Directors since the last Annual general meeting.
4. • Alhaji Yunus Olalekan Saliu
   • Alhaji Sani Usman
   • Mr John Coumantaros
   • Alhaji Auwalu Mukhtar
5. Authorise the Directors to fix the remuneration of the Auditors
6. To disclose the remuneration of Managers of the Company.
7. Elect Members of the Audit Committee

SPECIAL BUSINESS BY SPECIAL RESOLUTION

1. 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 (as amended) and Regulation 13 of the Companies Regulations 2021 regarding the unissued shares of the Company including the cancellation of 21,800,000 units of unissued ordinary shares of the Company.
2. To approve the remuneration of non-Executive Directors

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 the Company Registrars, Atlas Registrars Limited. 34 Eric Moore Road, Iganmu,

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Lagos, P.O Box 3554, Surulere or via email at [e-mail]" not later than 48 hours before the time fixed for the meeting.

1. DIVIDEND
   The board recommends a dividend of 35 kobo (2022 25 kobo) per Ordinary Share 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, 8th September 2023 to shareholders whose names appear in the register of members at the close of business on Tuesday, 22nd August 2023. 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, 23rd August to Friday 25th August 2023 both days inclusive.
4. 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 appointments 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.
5. UNCLAIMED DIVIDEND

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 the Financial Statements and also be available at this URL:https://shorturl.at/BCNQZ

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Affected members are by this notice, advised to contact the Registrars at Atlas Registrars Limited, 34 Eric Moore Road, Iganmu, Lagos, P.O. Box 341, Apapa or via email at [e-mail].

E-DVIDEND/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 form for e-dividend is attached to the Annual reports and is also available at this URL:

https://shorturl.at/yPTV6

This is to enable shareholders to 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://shorturl.at/yPTV6

All mandate and records updates 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 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 at the meeting and in writing before the meeting. We urge that such questions be submitted to the Company Secretariat not later than two weeks before the date of the meeting.
2. ELECTRONIC ANNUAL REPORTS
   The soft copy of the 2023 Annual Reports 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 2023 reports should request via email to: registrars @atlasregistras.com
   BY ORDER OF THE BOARD
   Ogwuche Theophilus Company Secretary

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FRC/2019/ICAN/00000019501

9th August 2023

26 Post Office Road,

Kano, Nigeria

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