TNG Presswire

NOTICE OF EXTRAORDINARY GENERAL MEETING

Lagos, Jan. 9, 2024 – NOTICE IS HEREBY GIVEN to every member of Cadbury Nigeria Plc (the “Company”) that an Extraordinary eneral Meeting (“EGM”) of the Company will be held at The Grand Ballroom of the Civic Center, Ozumba Mbadiwe Avenue, Victoria Island, Lagos on Thursday, February 8, 2024, at 10:00am prompt, for the purpose of transacting the following:

SPECIAL BUSINESS

1. To consider and if thought fit, pass the following sub-joined resolutions as a Special Resolution of the Company:
   a) That the outstanding intercompany loan of US$7,718,118.44 (Seven Million, Seven Hundred and Eighteen Thousand, One Hundred and Eighteen US Dollars, Forty-Four Cents) (equivalent to
   ₦7,036,446,501.26 ( Seven Billion, Thirty-Six Million, Four Hundred and Forty-Six Thousand, Five Hundred and One Naira, Twenty-Six Kobo) owed by the Company to Cadbury Schweppes Overseas Limited (“Cadbury Schweppes Overseas”) be converted into equity by the allotment of 402,082,657 rdinary shares of 50 kobo each to Cadbury Schweppes Overseas, each share to rank pari passu in all respects with the existing ordinary shares in the capital of the Company, at the price of ₦17.50 per share, being the share price of the Company as at close of trading on December 27 2023 and on such other terms as may be agreed by the Directors subject to obtaining relevant regulatory approvals;
   b) That the Board of Directors be and are hereby authorised to take all such lawful steps, to pass all requisite resolutions and do all such other lawful acts and/or things as may be necessary, incidental, supplemental, consequential to giving effect to resolutions above including listing the new shares on the stock exchange; and all prior lawful steps taken by the Directors in the above regard be and are hereby ratified.
2. To consider and if thought fit, pass the following sub-joined resolutions as an ordinary resolution:
   a) the Company’s share capital be increased from ₦939,100,981 to ₦1,140,142,309.50 by the creation of 402,082,657 ordinary shares of 50 kobo each, such shares to rank pari passu in all respects with the existing Ordinary Shares in the Capital of the Company.
   b) The shares created pursuant to paragraph (a) above be allotted in accordance with the terms of Resolution 1 above;
   c) The Directors be authorised to take all steps necessary or incidental to effecting the increase.
3. To consider and if thought fit, pass the following as a Special Resolution of the Company:
   a) That the relevant clause of the Memorandum of Association of the Company be amended as
   necessary to reflect the new share capital of the Company.

Dated the 8th day of January 2024