RED STAR EXPRESS : NOTICE OF EXTRA-ORDINARY MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Red Star Express PLC. will be held on Thursday 30th March 2023 at Welcome Centre Hotel, International Airport Road, Lagos at 11:00am prompt to transact the following business:

SPECIAL BUSINESS:

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

1. That in compliance with section 124 & 131 of the Companies and Allied Maters Act (CAMA) 2020 and Regulation 13 of the Companies Regulations 2021, the shareholders hereby authorize and approve the cancellation of N22,788,337.50 divided into 45,576,675 ordinary shares of 50kobo each, being the total number of unissued ordinary shares in the share capital of the Company.

1. That the Directors be and are hereby authorized to enter into and execute agreement, deeds, notices, and relevant documents, take all such lawful steps as may be required, by statute, and/or regulations, give such directions, as may be necessary or incidental, and appoint such professional parties, consultants and advisers as may be required, to comply with the directives of the regulatory authorities.

3. That pursuant to the cancellation of all the unissued shares in the share capital of the Company in accordance with resolution 1 above, Clause 6 of the Memorandum of Association of the Company be and is hereby deleted in its entirety and replaced with the following: "The Share Capital of the Company is 477,211,662.50 divided into 954,423,325 ordinary shares of 50kobo each".

1. That the section of the replaced Companies and Allied Matters Act (CAMA) 1990 cited in the Memorandum and Articles of Association of the Company be and are hereby replaced with relevant sections in the Companies and Allied Matters Act (CAMA ) 2020
2. That the Directors be and are hereby authorized to carry out all such acts, deeds, matters and things as the Board may deem necessary to give effect to the aforementioned resolutions of the Company.
3. That all acts carried out by Board of the Company hitherto in connection with the above, be and are hereby ratified.

Dated this 28th day of February 2023

BY ORDER OF THE BOARD

Frances Akpomuka

Company Secretary

FRC/2013/ICSAN/00000002640

PROXY:

A member of the Company entitled to attend and vote at the general meeting who is unable to attend the general meeting and wishes to be represented at the general meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A Proxy Form is enclosed herewith, and to valid for the general meeting. It must be completed and duly stamped by the Commissioner of Stamp duties and deposited at the registered office of the Registrars, Coronation Registrars Limited, Plot 09 Amodu Ojikutu Street, Victoria Island, Lagos not less than 48 hours before the time of the general meeting.

The form may also be sent via e-mail to

eforms@coronationregistrars.com

All instruments of proxy submitted within the stipulated timeline shall be stamped at the Company's expenses.

A corporate body being a member of the Company is required to execute proxy instrument(s) under seal.

CLOSURE OF REGISTER AND TRANSFER BOOKS:

The Register of members and Transfer Books will be closed from Monday, 20th March 2023, to Wednesday 22nd March 2023 (both days inclusive) for the purpose of updating the Register of Members.

RIGHT OF SHARE 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 Tuesday 28th March 2023.

WEBSITE

A copy of this notice and further information relating to the meeting are available on the Company's website at

www.redstarplc.com.

Red Star Express

HEAD OFFICE:

70, International Airport Road,

Mafoluku, Lagos.

Tel: 01-2715670

E-mail: enquiries@redstarplc.com

www.redstarplc.com

A. BACKGROUND

1. The Corporate Affairs Commission ("CAC") by a notice titled "Public Notice: Existing Companies and the requirements of Issued Share Capital under the Companies and Allied Matters Act of 2020' and dated April 16, 2021 (the 'CAC Notice'), instructed all existing companies incorporated in Nigeria to comply with the provisions of the Companies and Allied Matters Act No. 3 of 2020 (as amended) ("CAMA") and the CAC Regulations 2021, by ensuring that there are no unissued shares existing in their share capital by December 31, 2022.

1. In order to ensure compliance with the CAC Notice, the Board considered the most optimal and suitable options available to the company vis-à-vis the Company's capital requirement. In this regard, cancellation of the shares is preferred option.

and altering the Company's Memorandum and Articles of Association ("MemArts") to reflect the revised share capital of the Company - these resolutions are as set out in the EGM notice.

c. Making the relevant filing at the CAC & other regulators recording the cancellation of the unissued shares and alteration of the Company's MemArts.

C. OUTCOME OF THE SHARE CANCELLATION

Upon conclusion of the Share Cancellation:

1. The Company will cease to have unissued shares in its capital and would thus have complied with CAC directive.
2. There would be no change in the number of issued shares of the Company and or in the proportional shareholding held by each Shareholder; and

1. In connection with the Share Cancellation option, the considered view of the Board is that:

• Whilst there is no specific provision of CAMA or the Companies Regulations 2021 that sets out a process for cancelling unissued shares of companies without more, mainly because CAMA does not recognize unissued shares, there is no provision of Nigerian law which would preclude shareholders from effecting the cancellation of unissued shares by passing a resolution to that effect.

1. There shall be no financial, tax, legal and/or other obligations imposed on the Shareholders in connection with their respective shareholdings in the Company.

ON BEHALF OF THE BOARD

Frances Akpomuka

• Section 868 of CAMA defines "share capital" as the issued share capital of a company at any given time". Accordingly, to the extent that CAMA no longer recognizes or acknowledges unissued shares as forming part of a company's share capital, the extinguishment of such unissued shares (by way of cancellation) does not result in a reduction of the company's share capital.

IV. The Board is of the considered opinion that the Share Cancellation is the most suitable option for the Company's compliance with CAC directive.

1. IMPLEMENTATION OF THE SHARE CANCELLATION
   To implement the Share Cancellation, the following key authorizations are:

a. Board resolution recommending the Share Cancellation to the Company's shareholders

b. Shareholders resolution approving the Share Cancellation

Company Secretary FRC/2013/ICSAN/00000002640

Red Star Express

HEAD OFFICE:

70, International Airport Road,

Mafoluku, Lagos.

Tel: 01-2715670

E-mail: enquiries@redstarplc.com

www.redstarplc.com