FLOUR MILLS OF NIGERIA : NOTICES OF COURT ORDER MEETING (COM)
May 16, 2024 at 06:27 pm
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LAGOS, 16th May 2024.
Flour Mills of Nigeria Plc - Shareholders Resolution
Flour Mills of Nigeria Plc (Flour Mills or the Company) wishes to notify Nigerian Exchange Limited and the investing public that the below sub-joined resolutions were presented to the Shareholders for approval at the Court Ordered Meeting of the Company which held on Wednesday, 15th May, 2024.
RESOLUTIONS:
The Scheme as contained in the Scheme Document dated March 22, 2024, a printed copy of which has been submitted to the meeting and for the purposes of identification endorsed by the Chairman, with, or subject to such modification, addition or condition agreed at this meeting and/or approved or imposed by the Court, be and is hereby approved;
The Directors be and are hereby authorized to consent to any modifications of the Scheme that the Federal High Court or any regulatory authority may deem fit to impose and approve;
Subject to the sanction of the Court, the assets and liabilities of Bagco Division set out in Annexure I to the Scheme including but not limited to licenses, contracts, intellectual property rights, and litigations will be carved out from the books of Flour Mills and transferred to its wholly owned subsidiary, Bagco Industrial Solutions Limited for business operations.
Upon the scheme becoming effective, all employees of the packaging Division of Flour Mills, Bagco Division will become employees of Bagco Industrial Solutions Limited, pursuant to the terms of the Scheme and the Court order;
Upon the scheme becoming effective, Bagco Division will cease to be a division of Flour Mills and the business will be operated by Bagco Industrial Solutions Limited, pursuant to the terms of the Scheme and the Court order; and
The Board of Directors of Flour Mills of Nigeria Plc be and is hereby authorized to take all actions that may become necessary to effect the Scheme of Arrangement.
The sub-joined resolutions presented at the meeting were voted through polls and duly passed.
Dated this 16th day of May, 2024.
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_____________________
OMOBOYEDE OLUSANYA
JOSEPH UMOLU
DIRECTOR
COMPANY SECRETARY
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Flour Mills of Nigeria is a diversified group organized around 5 areas of activity:
- manufacturing and distribution of food products (65% of net sales): flour, bakery products, pasta, noodles, semolina, biscuits, etc.;
- manufacturing and sale of fertilizers and animal feed products (18.4%);
- production and distribution of sucre (13.5%);
- manufacturing of packaging products (3.1%).
FLOUR MILLS OF NIGERIA PLC 
