C & I Leasing : AND I LEASING PL.- NOTIES OF ANNUAL GENERAL MEETING (AGM) -

NOTICE IS HEREBY GIVEN that the 31st Annual General Meeting of members of C & I Leasing Plc will hold by proxy on the 20th of October 2022 by 1.00 pm prompt at C&I Leasing Plc Office, No. 2 C&I Leasing Drive, off Bisola Durosinmi-Etti Lekki Phase 1 Lagos, to transact the following businesses:

ORDINARY BUSINESS

1. To receive the audited financial statements for the year ended 31st December 2021 together with the reports of the Directors, Independent Auditors, and the Audit Committee thereon.
2. To elect and re-elect retiring Directors.
3. To ratify the appointment of Ernst & Young as the External Auditors to the company from the date of this Annual General Meeting to the date of the 2022 Annual General Meeting.
4. To authorize the Directors to fix the remuneration of the Auditors.
5. To elect Shareholder-members of the Statutory Audit Committee for the ensuing year.
6. To disclose the remuneration of managers of the company.

NOTES

1. ELECTION AND RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Section 285 of the Companies and Allied Matters Act 2020, at the Annual General Meeting in every subsequent year one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest one third shall retire from office.

The Board of Directors, being satisfied with the performances of Mr. Omotunde Alao-Olaifa and Mr. Babatunde Edun, having presented themselves for re-election, propose that they be re-elected as Directors of the company.

Pursuant to Section 274(1) of the Companies and Allied Matters Act 2020, the Board of Directors shall have the power to appoint new directors to fill any casual vacancy arising out of death, resignation, retirement, or removal of a Director.

The Board of Directors proposes the approval of the appointment of Ugoji Lenin Ugoji as the Group Managing Director/CEO of the Company to replace the retired GMD/CEO, Mr. Andrew Otike-Odibi, with effect from 1st January 2022.

The profiles of all the Directors are contained in the annual report.

2. PROXY

A shareholder who is unable or does not wish to attend the AGM is entitled to appoint a proxy to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf at the meeting. Shareholders are advised to select their proxies from the list of individuals listed below.

Dr Samuel Maduka Onyishi Mr. Ugoji Lenin Ugoji Mr. Chukwuemeka Ndu Mr. Omotunde Alao-Olaifa Mr. Babatunde Edun Alhaji Sadiq Adamu

Mrs. Florence Okoli Mr. Tom Achoda

Mr. Oluyemi Abaolu-Johnson Comrade S.B Adenrele

Mr. Fred Oduyemi

Mrs. Christie Vincent-Uwalaka Mr. Clement Ikwegbue

Mr. Moses Igbrude Chief Timothy Adesiyan Alhaji Wasiu Adebayo

A Proxy Form that may be used to make such an appointment shall accompany this notice of meeting and can be downloaded on the Company's website at www.c-ileasing.com.All executed instruments of proxy should be deposited at the office of the Registrar, Cordros Registrars Limited, 21 Norman Williams Street, Ikoyi, Lagos State, or via email to [e-mail] later than 48 hours before the time fixed for the meeting. The Company has made arrangements, at its cost, for the stamping of duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated time.

3. LIVE STREAMING OF THE AGM

The AGM will be streamed live online to enable Shareholders and other Stakeholders who will not be able to attend the meeting physically to follow the proceedings. The link for the AGM streaming will be made available on the Company's website at www.c-ileasing.com.

6. UNCLAIMED DIVIDEND

Some dividend warrants and share certificates have remained unclaimed or are yet to be presented for payment or returned to the Company for revalidation. A list of the unclaimed dividends will be circulated together with the annual report. Affected shareholders are advised to contact the Registrar, Cordros Registrars Limited at 21 Norman Williams Street, Ikoyi, Lagos State.

7. CLOSURE OF REGISTER

In compliance with section 114 of the Companies and Allied Matters Act 2020 and post-listing rules of Nigerian Exchange Limited, the register will be closed from Monday, 3rd October 2022 to Wednesday, 5th October 2022, both days inclusive, to enable the Registrar to update the record of members.

1. AUDIT COMMITTEE
   A shareholder may nominate another shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary of the Company at least 21 days before the date of the Annual General Meeting.
   The Audit Committee comprises three shareholders and two Directors. Nominees for the Audit Committee should have basic financial literacy and should be able to read and appreciate financial statements. All nominations should be accompanied by a copy of the nominee's curriculum vitae.
2. SHAREHOLDERS' QUESTIONS

Shareholders are entitled to ask questions not only at the Annual General Meeting but before the date of the meeting on any matter contained in the Annual Report and Financial Statements. Such questions should be sent to the Company Secretary on or before 14th October 2022.

10. FURTHER INFORMATION

A copy of this notice and the annual report can be found and downloaded on the Company's website at www.c-ileasing.comand at the Company's Registrar's website at www.cordros.com

Dated this 29th day of July 2022

BY ORDER OF THE BOARD

G. MBANUGO UDENZE - FRC/2014/NBA/00000008124

For: MBANUGO UDENZE & CO.

COMPANY SECRETARY