THE FEDERAL REPUBLIC OF NIGERIA
THE COMPANIES AND ALLIED MATTERS ACT 2020
COMPANY LIMITED BY SHARES
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN to every member of Dangote Cement PLC (the “Company”), in accordance with Section 239 (1) and 243 (1) of the Companies and Allied Matters Act 2020 (as amended), that the Extraordinary General Meeting (“EGM”) of the Company will be held at Zinna Hall, Eko Hotel and Suites, Plot 1415 Adetokunbo Ademola Street, Victoria Island, Lagos, Nigeria on Tuesday, the 13th day of December 2022 at 11:00 am (WAT) 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 Company be and is hereby authorized to undertake a share buy back of up to 10% of its issued shares as of the date of this resolution (excluding any treasury shares in the Company’s share capital), on such terms and conditions, in such volumes and at such times as the Board of Directors (“Board”) deems fit, provided that the authority granted herein shall continue to be in force until the Company has acquired up to an aggregate 10% of its issued shares as stated above.
(b)That, unless otherwise required under applicable laws and regulations or directed by the appropriate regulatory authorities, the Company may cancel such number of issued shares repurchased pursuant to the share buy back or otherwise held by the Company in its issued share capital, as confirmed by the Company’s registrar, and to diminish the amounts of its share capital by the amount of the shares so cancelled, in accordance with all applicable laws and regulations.
(c) That, the Memorandum and Articles of Association of the Company be amended (as applicable), upon completion of the share buy back, to reflect the Company’s share capital, following the cancellation (if any) of the shares acquired and/or otherwise held by the Company.
(d) That, the Board be and is hereby authorised to do all such acts and deeds as well as take all such steps (including but not limited to executing such agreements and documents, appoint professional advisers and other parties, complying with directives of any regulatory authority) which may be incidental, ancillary, supplemental, or otherwise necessary to give full effect to the above resolutions and for the aforesaid purpose, on behalf of the Company.
EXPLANATORY NOTE
Pursuant to Section 184 of the Companies and Allied Matters Act, 2020 (“CAMA”) and Rule 398 of the Securities and Exchange Commission Consolidated Rules and Regulations, 2013 (as amended) (“SEC Rules”), the Company intends to undergo a Share Buy Back Programme in respect of up to 10% of its issued shares (excluding the treasury shares) (the “Programme”), which is in line with the Company’s corporate strategy to, inter alia, improve the Company’s Return on Equity and shareholder value in order to facilitate future long term growth. The relevant shares will be repurchased out of the profits of the Company and any such number of shares bought under the Programme may be held by the Company as treasury shares in accordance with the provisions of CAMA, which must not be more than 15% of the Company’s issued share capital, or be cancelled in accordance with the SEC Rules and the Nigerian Exchange Limited’s Rulebook 2015 (“NGX Rulebook”), subject to complying with the procedure set out in CAMA, which will consequently lead to a reduction in issued share capital.
In light of the above, the Company has convened an EGM to consider, and if thought fit, approve the Programme and all matters incidental thereto.
The Explanatory Statement on the Share Buy Back Programme dated November 18, 2022, which contains all information reasonably necessary to enable each shareholder make an informed decision on whether to vote for or against the Programme is enclosed with this notice of meeting. A member entitled to attend the meeting who does not receive a copy of the Explanatory Statement within 14 days of the date of this notice can obtain copies of same at the office of the Company’s Registrars, Coronation Registrars Limited, at Plot 009, Amodu Ojikutu Street, off Adeola Odeku Street, Victoria Island, Lagos
In accordance with Rule 13.18(f) of the NGX Rulebook, the Explanatory Statement is also available on the Company’s website. To access the Explanatory Statement, kindly copy this link -http://www.dangotecement.com/investor-relations/ unto a secure internet browser.
By Order of the Board of Directors.
Edward Imoedemhe
(Deputy Company Secretary)
FRC/2021/002/00000022594