Unilever Nigeria PLC (RC 113)

1 Billings Way, Oregun P.O. Box 1063, Ikeja Lagos

T: +234 (1) 279 3000 & +234 803 906 6000 www.unilevernigeria.com

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Ninety-nineth (99th) Annual General Meeting of Unilever Nigeria Plc. will be held at the Grand Banquet Hall, Civic Centre, Victoria Island, Lagos on Thursday 9 May 2024 at 10.00am for the following purposes:

Ordinary business:

  1. To lay before the Members, the Report of the Directors, the Audited Financial Statements for the year ended 31 December 2023 together with the Reports of the Audit Committee and the Independent Auditors thereon.
  2. To declare a Dividend
  3. To elect and re-elect Directors, to wit:
    1. To elect Mr. Ben Langat and Mr. Obinna Emenyonu, being directors appointed since the last Annual General Meeting
    2. To re-elect the following Directors retiring by rotation:
      • Mr. Mutiu Sunmonu
      • Mr. Michael Ikpoki
      • Mrs. Abiola Alabi
  4. To disclose the remuneration of Managers of Unilever Nigeria Plc.
  5. To authorize the Directors to fix the remuneration of the Independent Auditors
  6. To elect members of the Audit Committee.

Special business: By Ordinary Resolution

  1. To consider and if thought fit, to pass the following as ordinary resolution:
    "That the remuneration of the Non-Executive Directors of Unilever Nigeria Plc for the year ending December 31, 2024 be and is hereby fixed at N79.2Million (Seventy-Nine Million and Two Hundred Thousand Naira) only as Directors Fees. In addition, sitting allowances will be paid at standard agreed rates for each meeting attended and the Chairman will be entitled to a vehicle allowance of N15 million gross per annum".
  2. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:
    "That, pursuant to Rule 20.8 of the Rulebook of the Nigerian Exchange 2015: Issuers Rule, a general mandate be and is hereby given authorizing the Company during the 2024 financial year and up to the date of the next Annual

Directors: Tim Kleinebenne (Managing Director) (Deutsch), Ben Langat (Kenyan), Abiola Alabi (Mrs), Ammuna Lawan Ali OON, Michael Ikpoki, Chika Nwobi, Obinna Emenyonu, Folake Ogundipe (Mrs), Mutiu Sunmonu CON

General Meeting, to procure goods, services, and financing and enter into such incidental transactions necessary for its day-to-day operations from its related parties or interested persons on normal commercial terms consistent with the Company's Transfer Pricing Policy. All transactions falling under this category which were earlier entered into in 2024 prior to the date of this meeting are hereby ratified."

No Voting by Interested Persons:

In line with the provisions of Rule 20.8(c) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 8 above.

NOTES:

Proxy

A member of the Company entitled to attend, and vote is entitled to appoint a proxy instead of him/her. A proxy need not also be a member. A detachable Proxy Form is enclosed and if it is to be valid for the purpose of the meeting, it must be completed and deposited at the office of the Registrars, Greenwich Registrars and Data Solutions Ltd. 274, Murtala Muhammed Way, Alagomeji, Yaba, Lagos P. M.B. 12717, Lagos or via E-mail:proxy@gtlregistrars.comnot later than forty-eight (48) hours before the time of the meeting. NOTE: All instruments of proxy shall be at the Company's expense.

Dividend warrants and Closure of Register

The Board has recommended dividend payment which if approved, is payable less withholding tax. Dividend warrants will be payable on Friday, 10 May 2024 to the shareholders who are on the Company's Register of Members at the close of business on Friday 26th April 2024.

NOTICE is therefore given that the Register of Members and Transfer Books of the Company will be closed from Monday 29th April - Friday 3rd May 2024 (both dates inclusive) to enable the preparation of payment of the dividend.

Nominations for the Audit Committee

The Audit Committee comprises three (3) shareholders and two (2) Non-Executive Directors. In accordance with Section 404 (6) of the Companies and Allied Matters Act 2020, any shareholder may nominate another shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the date of the Annual General Meeting. Section 404

(5) of the Companies and Allied Matters Act 2020 provides that all members of the Audit

Committee shall be financially literate and at least one member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly.

Unclaimed Dividends

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 registrar for revalidation. A list of such unclaimed dividends will be circulated with the Annual Reports and Financial Statements. The list will also be available on Unilever Nigeria Plc website www.unilevernigeria.comAffected members are by this notice, advised to contact the Registrars at Greenwich Registrars and Data Solutions Ltd., 274 Murtala Muhammed Way, Alagomeji, Yaba, Lagos P. M.B. 12717, Lagos. Tel: 01 279 3161- 2 & +234 01 813 1925.

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 purpose of e-dividend/bonus. A detachable application form for e- dividend is attached to enable shareholders to furnish particulars of their accounts to the Registrars as soon as possible. The Forms can also be downloaded from the Registrars' website. Shareholders are also advised to update their records with the Registrars. All mandates and records updates should be deposited at Greenwich Registrars and Data Solutions Ltd., 274 Murtala Muhammed Way, Alagomeji, Yaba, Lagos.

Rights of Securities' Holders to ask Questions

Securities' Holders 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 via the Company Secretary on or before Thursday 25 April 2024.

Electronic Annual Report

The electronic copy of the 2023 Annual Report is accessible on www.unilevernigeria.comand also circulated by email to all Shareholders who have provided their email addresses to the Registrars. The Reports are also dispatched to Shareholders via their addresses in the shareholders' register. Shareholders who are interested in receiving an electronic copy of the 2023 Annual Report by email should request via: info@gtlregistrars.com

Live Stream of the Annual General Meeting

The Annual General Meeting will be streamed live, and a link will be provided on the Company's website subsequently for this purpose.

Profile of Directors Standing for Election/re-election

The profiles of the Directors standing for election/re-election are contained in the Annual Report.

Dated this 14th March 2024

By order of the Board

Mrs. Afolasade Olowe

Senior Counsel and Company Secretary

FRC/2013/NBA/00000003320

Registered Office

1, Billings Way,

Oregun, Ikeja,

Lagos.

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Unilever Nigeria plc published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2024 13:53:03 UTC.