JOHN HOLT : CORPORATE DISCLOSURES

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 62nd Annual General Meeting of the Members of John Holt Plc will hold virtually via https://meet.google.com/emt-nauf-fzy on Thursday 23rd of May, 2024 at 11.00 am to transact the following business:-

1. To lay before the meeting, the Directors' Report and Financial Statements for the year ended 30th September 2023, the Report of the Auditors and the Audit Committee thereon.
2. To re-elect Directors:
3. 1. Chief Christopher Ikechi Ezeh - Special Notice is hereby given in accordance with the provisions of CAMA 2020 for the re-election of Chief Christopher Ikechi Ezeh, as a Director of the Company, notwithstanding he is over 70 years.
   2. Mr. Adeche Boyi Okeje
4. To appoint External Auditors - Special Notice is hereby given in accordance with the provisions of CAMA 2020 for the following resolution to be moved. "From the date of this meeting, the firm of Messrs Baker Tilly Nigeria be appointed as Auditors of the Company in place of Messrs BDO Professional Services who will be resigning as the Company's Auditors after completion of its ten (10) years service to the company and in accordance with NCCG for Public companies and CAMA, 2020.
5. To authorize the Directors to fix the remuneration of the Auditors
6. To disclose the remuneration of the Managers of the Company in line with the provisions of the Companies & Allied Matters Act, 2020
7. To elect members of the Audit Committee.

SPECIAL BUSINESS

1. To fix the remuneration of the Non - Executive Directors
2. To consider and pass the following resolution as an ordinary as an ordinary resolution of the company:

"That the general mandate given to the company to enter into recurrent transaction with related parties for the day to day operations in compliance with NGX Rules Governing transaction with related parties or interested persons, be and is hereby renewed.

VOTING BY INTERESTED PERSONS

In line with the provisions of Rule 20.8 (h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 7 above.

By Order of the Board

Ada Nkwocha (Mrs.)

Company Secretary/Legal Adviser FRC No/2018/NBA/00000018998 29th February, 2024 Registered office address

Plot 11B Ilabere Avenue, Ikoyi, Lagos.

NOTES:

1. Proxy: A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a Member of the Company. A detachable proxy form is enclosed with the Annual Report and if it is to be valid for the purpose of the meeting must be completed and deposited at the office of the Company's Registrars, Greenwich Registrars and Data Solutions Limited, 274, Murtala Mohammed Way, Yaba Lagos, P.M.B 12717, Lagos State or via E-mail: [e-mail] not later than 48 hours before the time of the meeting.
2. Virtual meeting link: Further to the signing into law of the Business Facilitation (Miscellaneous Provision) Act, which allows public companies to hold meeting virtually/electronically. The virtual meeting link for the Annual General Meeting which will be live-streamed at https://meet.goggle.com/emt-nauf-fzy. The link would be sent to all shareholders via email and be available on the company's website www.jhplc.com
3. Closure of Register of Members and Transfer Books: The Register of Members and Transfer Books of the company will be closed from Monday 6th May, 2024 to Friday 10th May, 2024, both dates inclusive, for the purpose of updating the Register of Members.
4. Nomination for the Audit Committee: In accordance with Section 404 (6) of the Companies and Allied Matters Act, 2020, (CAMA) any member may nominate shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the date of the Annual General Meeting. We request shareholders to note Section 404 (5) of CAMA and the Securities and Exchange Commission's Code of Corporate Governance which requires that members of the Audit Committee should possess basic financial literacy, and at least one member shall be a member of a professional Accounting body in Nigeria established by an Act of the National Assembly.
5. Unclaimed Dividends and Certificates: All unclaimed dividends (as at June 2005) became statute barred on the 18th of June 2017 by virtue of Section 385 of the Companies and Allied Matters Act, 2020.
6. Rights of Securities' Holders to ask Questions: Securities' Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting and such questions should be addressed to the Company Secretary and submitted at the Company's registered office at least a week before the Meeting.
7. Electronic Annual Report: The soft copy of the 2023 Annual Report can be accessed on our website and will be sent to our shareholders who have provided their email addresses to the Registrars. Shareholders who are interested in receiving the soft copy of the 2023 Annual Report should request via email to [e-mail]
8. Streaming: The Annual General Meeting will be streamed live from the website: www.jhplc.com