At the 29th Annual General Meeting of Presco PLC (the Company) held at the Daura Club, Obaretin Estate, Km 22, Sapele Road, Ikpoba Okha LGA, Edo State, Nigeria on Wednesday, 27 July 2022, the following resolutions were duly passed:

1. “That a dividend of N6.60 per 50 kobo shares amounting to the sum of N6,600,000,000.00 (Six Billion, Six Hundred Million Naira) payable from the profit of the year ended 31 December 2021, subject to the deduction of withholding tax at the appropriate rate be and is hereby declared.”
2. “That AMB. Nonye Udo, Mrs. Ingrid Vandewiele and Chief (Dr.) Bassey Edem be and they are hereby re-elected as Directors of the Company”.
3. “That Mr. Dirk Arthur G. Lambrecht be and he is hereby elected as a Non-Executive Director (NED) of the Company”.
4. “That Deloitte & Touche (Chartered Accountants) be and are hereby re-appointed as Independent Auditors of the Company till the next Annual General Meeting”.
5. “That the Directors be and are hereby authorized to fix the remuneration of the Independent Auditors, Deloitte & Touche (Chartered Accountants)”.
6. “That the remuneration of Managers of the Company be and is hereby disclosed to the members of the Company’.
7. “That Mr. Olayiwola M.O.T Tobun, Mr. Famous Igbinevbo, and Mr. Kingsley lyekekpolor be and are hereby appointed as shareholder representatives on the Statutory Audit Committee of the Company. The Board representatives on the Statutory Audit Committee are Chief Bassey E. O. Edem MFR and Mr. Osa Osunde.
8. “That the remunerations of the Directors in the sum of N94,072,000.00 for the year ended 31 December 2021 and N101,526,000.00 for the year ended 31 December 2020 be and is hereby approved”.
9. “That the Members hereby authorize that the Memorandum of Association and Articles of Association of the Company be amended in compliance with Companies and Allied Matters Act 2020 and Companies Regulation 2021”.
10. “That the Members hereby authorize that the following clauses be included in the Memorandum of Association of the Company, in accordance with Section 28 of Companies and Allied Matters Act 2020 and the Seventh Schedule of Companies Regulation 2021”:

(i) Clause 4

“And it is Hereby Declared:

That the objects specified in each of the paragraphs of this clause shall be regarded as independent objects and accordingly shall in no way be limited or restricted (except the contrary is expressly stated) by reference to or inference from the terms of any other paragraph or the name of the Company, but may be carried out in as full and as ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects clause of a separate and distinct company”.

(ii) Clause 6

That the words “Nominal Share Capital” to be substituted with the words “Issued Share Capital”

1. That the Members hereby authorize that the Articles of Association of the company be amended in accordance with Section 33 of Companies and Allied Matters Act 2020 and the new model articles of association prescribed in Twenty- Second Schedule of Companies Regulations 2021.
2. That pursuant to section 124 of the Companies and Allied Matters Act 2020, and Regulation 13 of the Companies Regulations 2021, as it relates to unissued shares of the Company, that the Company's unissued 100,000,000 ordinary Shares of 50 kobo each amounting to N50,000,000.00 be and are hereby cancelled, thus bringing the Company's issued share capital to be N500,000,000 divided into 1,000,000,000 ordinary shares of 50k each.
3. That the Directors be and are hereby authorized to enter into and execute agreements, deeds, notices or any other documents and to perform all acts and to do all such other things necessary for or incidental to giving effect to the Resolution above, including without limitation, appointing such professional bodies, consultants and advisers to comply with the directives of the regulatory authorities.
4. That the maximum number of Directors permitted on the Board of Directors of the Company be and it is hereby increased from 10 to 12.
5. That a New Memorandum and Articles of Association as amended at this Annual General Meeting pursuant to the above resolutions be and is hereby adopted.
6. That any two Directors of the Company or a Director and the Company Secretary (each an “Authorised Person”) be and are hereby authorised severally or jointly to; finalise, approve, sign, issue, execute and/or deliver this resolution in accordance with applicable law and with such additions, modifications, variations or alterations as such Authorised Person may deem fit and seek all requisite regulatory approvals and regulatory filings and take all other steps necessary to give effect to the above resolutions.

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