ETERNA : NOTICE OF ANNUAL GENERAL MEETING (AGM)

NOTICE IS HEREBY GIVEN that the 30th Annual General Meeting of Eterna Plc will be held on Thursday 11th May 2023 at the Shell Hall, Muson Centre, Onikan Lagos at 11.00am prompt to transact the following businesses:

Ordinary Business:

1. To lay the Report of the Directors, the Audited Financial Statements, the Reports of the Auditors and the Audit Committee for the year ended 31st December 2022 before the shareholders.
2. To declare a dividend.
3. To re-elect retiring directors.
4. To re-appoint the Auditors and authorize the Directors to fix the remuneration of the Auditors.
5. To elect members of the Audit Committee.
6. To disclose the Remuneration of Managers of the Company in line with Section 257 of the Companies and Allied Matters Act, 2020.

Special Business:

7. To consider and if thought fit, transact the following special business as ordinary resolutions of the Company:

1. To fix the remuneration of the Directors.
2. "That, in compliance with the Rules of the Nigerian Exchange Limited (NGX) governing transactions with Related Parties or Interested Persons, the company is hereby granted a general mandate in respect of all recurrent transactions entered into with a related party or interested person. Provided that such transactions are of a revenue or trading nature or are necessary for the Company's day-to-day operations. This Mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the Company is held".

In compliance with the Rules of the Nigerian Exchange Limited (NGX), related parties or interested persons shall abstain from exercising any voting rights in respect of resolution 7.2 above at the meeting.

BY ORDER OF THE BOARD

Mandella Golkus

Company Secretary/Legal Adviser

FRC/2022/PRO/NBA/002/00000023899

Proxy:

Members who are entitled to attend and vote at the AGM of the Company are entitled to select a proxy to attend and vote in their place. A proxy form is provided with this Annual Reports. To be valid for the purpose of the Meeting, the form must be completed and duly stamped by the Commissioner of Stamped Duties and deposited at the Registrar's Office, Greenwich Registrars and Data Solutions Limited, 274, Murtala Muhammed Road, Yaba, Lagos, not less than 48 hours before the time fixed for the AGM.All instruments of proxy shall be stamped at the Company's expense. A corporate body being a member of the Company is required to execute proxy instrument(s) under seal.

Dividend Payment:

On Friday May 12, 2023, dividends will be paid electronically to shareholders whose names appear on the Register of Members as at April 21, 2023, and who have completed the e-dividend registration and mandated the Registrar to pay their dividends directly into their Bank accounts.

Closure of Register and Transfer Books:

The Register of members and Transfer Books will be closed from Monday, 24th April 2023 to Tuesday 25th April 2023 (both days inclusive) for the purpose of updating the Register of Members.

E-Dividend Mandate:

Notice is hereby given to all shareholders to open bank accounts for the purpose of dividend payment. A detachable e-dividend mandate and change of address form is attached to the annual report to enable shareholders furnish particulars of their bank and CSCS account numbers to the Registrars.

Unclaimed Dividend:

Shareholders are hereby informed that a number of dividends still remain unclaimed. The list of all unclaimed dividends will be circulated with the Annual Report and Financial Statements. Any member affected by this notice is advised to write to or call the office of the Company's Registrar.

Audit Committee:

In accordance with 404(6) of the Companies and Allied Matters Act 2020, such nomination should be in writing and should reach the Company Secretary at least twenty-one (21) days before the Annual General Meeting and any nomination not received prior to the meeting as stipulated is invalid. The Companies and Allied Matters Act 2020 and the Nigerian Code of Corporate Governance 2018 stipulate that, members of the Audit Committee should be financially literate and at least one member must be a member of a professional accounting body in Nigeria established by the Act of the National Assembly. Thus, a detailed Curriculum Vitae confirming the nominee's qualification should be submitted with each nomination to the Statutory Audit Committee

E-Annual Report:

The electronic version of the Annual report is available a www.eternaplc.com. Shareholders who have provided their email addresses to the Registrars will receive the electronic version of the Annual Report via email. Furthermore, shareholders who are interested in receiving the electronic version of the Annual report are kindly required to request via email: info@gtlregistrars.com

Rights of Securities' Holders 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 questions must be submitted to the Company on or before Thursday 4th May 2023.

Website:

A copy of this notice and full her information relating to the meeting are available on the Company's website at www.eternaplc.com

Live Streaming of the AGM:

The AGM will be streamed live online. The link for the live streaming will be made available on the Company's website: www.eternaplc.com and our YouTube Channel www.youtube.com/eternaplc in due course.

ETERNA PLC

RC: 124136

HEAD OFFICE: 5a Oba Adeyinka Oyekan Avenue

(Formerly Second Avenue), Ikoyi, Lagos

P.O.Box 5647 Marina, Lagos.Tel: 01-4604062, 4605317

Eterna Plc is sole licensee for Castrol Products in Nigeria

E: info@eternaplc.com, W: www.eternaplc.com

Certificate No:0000182

Eterna Plc...Energy for life

UPSTREAM | MIDSTREAM | DOWNSTREAM