The 74th Annual General Meeting of PZ Cussons Nigeria Plc will be held at the Transcorp Hilton, FCT, Abuja, on Wednesday 25 January 2023 at 11.00 am for the following purposes: 

Ordinary Business 

1. To lay before members the Report of the Directors, the Audited Financial Statements for the year ended 31 May 2022, the Reports of the Directors, Independent Auditors and the Audit Committee. 
2. To declare a dividend. 
3. To elect/re-elect Directors. 
4. To authorise the Directors to fix the remuneration of the Auditors. 
5. To elect members of the Audit Committee. 
6. To disclose the remuneration of Managers. 

Special Business 

1. To approve the remuneration of the Directors. 
2. To consider, and if thought fit, to pass the following resolutions as special resolutions: 
   1. That, in compliance with the requirements of Section 124 (2) of the Companies and Allied Matters Act 2020 and the Companies Regulations, 2021 and pursuant to Clause 3 of the Company’s Articles of Association, the share capital of the company be diminished from N4,000,000,000 divided into 8,000,000,000 ordinary shares of 50 kobo each to N3,970,477,045 divided into 7,940,954,090 ordinary shares of 50 kobo each by cancelling 59,522,955 unissued ordinary shares of 50 kobo each. 
   2. That pursuant to the above resolution, Clause 4 of the Memorandum of Association of the Company and Clause 3 of the Articles of Association be amended to reflect the new share Capital of the Company after the cancellation of the unissued shares as follows: “The Share Capital of the Company is N3,970,477,045 (Three Billion, Nine Hundred and Seventy Million, Four Hundred and Seventy-Seven Thousand and Forty-Five Naira) divided into 7,940,954,090 (Seven Billion, Nine Hundred and Forty Million, Nine Hundred and Fifty-Four Thousand and Ninety) ordinary shares of 50 kobo each”. 
   3. That the Directors be and are hereby authorized to enter into and execute any 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(s) above, including without limitation, appointing such professional parties, 2 consultants and advisers and complying with the directives of the regulatory authorities. 
3. To consider and pass the following resolution as an ordinary resolution: 

“That the general mandate given to the Company to enter into recurrent transactions with related parties for the Company’s day-to-day operations, including the procurement of goods and services, on normal commercial terms, in compliance with the NGX Rules Governing Transactions with Related Parties or Interested Persons, be and is hereby renewed”.