NIGERIAN ENAMELWARE : NOTICE OF EXTRAORDINARY GENERAL MEETING

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Nigerian Enarnelwue PLC RC:2192

OTICE IS HEREBY GIVEI{ THAT THE EXTRAORDIilARY GEI{ERAL HEETII{G C Nigerian Enamelware Plc (I{EWCO) will be held at Conference Room, La Campagne Tropicana Forest River and Beach Resort @rn,hilf-dddArea,Offl-d*i@eBgtess^Eyt4mon Tuesday, May 2ld, 2A23, at 9:fi) an to consider and if thought fit, to pass the following resolutions as a special resolution:

• a) That pursuant to the recommendations of the Board of Directors in compliance with Section 124 of the Companies and Allied Matters Act 2020 and Regulation 13 of the Companies Regulation 2OZL, shareholders hereby authorize and approve the cancellation of One Hundred and Sixty- Three Million, Nine Hundred and Sixty-Eight Thousand (163,968,000.00) unissued ordinary shares of 50 kobo each which comprise the total number of unissued shares in the share capital of the Company.

• b) That for the purposes of implementing the cancellation of the Company's unissued shares, the Board is hereby authorized to execute all relevant documents, take all such lawful steps as may be required by statute and or regulations and do such other acts or things as may be necessary, supplementary, consequential, or incidental for the purpose of giving effect to this resolution including but not limited to engaging professional advisers and complying with any directive which any regulatory agency or body may deem fit to impose or approve.

• c) That atl acts carried out by the Board of the Company in connection with the above, be and are hereby ratified.

• d) That Clause 6 of the Memorandum and Articles of Association of the Company be and is hereby amended to read as follows: oThe share capital of thq Company is 1t38,016,000.00 divided into 76,032,000.00 shares of 50 Kobo each'

Notes:

PROXY

A member of the Company entitled to attend and vote at the general meeting who is unable to attend the general meeting and wishes to be represented at the general meeting is entitled to appoint a pro{f to attend, speak and vote in his/her stead. A prory need not be a member of the Company. A Proxy Form is endosed herewith, and if it is to be valid for the general meeting, it must be completed and duly stamped by the Commissioner of Stamp Duties and deposited at the rEistered office of the Registrars, Greenwich Registrars and Data Solutions, 274 Muntala Muhammed Way, Yaba, Lagos not less than 48 hours before the time of the general meeting. The form may also be sent via email [e-mail].

Dated this zsFdayof tvtard} 2023.

By OrderoJthe Board

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Oyetota Vuwafemi CompanySecrctary

gftc/ 2022/ pROl N|EA/OO4/OO0OOO24089 Nigerian Enamelware Plc

18,Wempco Road, Ogba, lagps - Stab

Nigerian Enarnelware PLC RC:2192

XTRAORDTNARY GENERAL HEETTilG OF l{rGERrAl{ ENAITELWARE PLC (]{EWCO) TO BE HEI-D AT CONFERENCE ROOM, tA CAMPAGNE TROPICANA FOREST RIVER TKEGUN, IBEIU-LEKKI AREA, OFF L.EKKVEPE EXPRESSWAY LAGOS, ON TUESDAT MAY 2ND, 2023, AT 9:ffi AM.

IfilVe* .......... appoint .................. bein9 a member/members of NIGERIAN ENAMELWARE PLC (NEWCO),; hereby orfailing himlher, the Chairman of the meeting as my/our Proxy to act and vote for me/us at the Extraordinary @neral Meeting of the Company to be held on Tuesday, May 2nd, 2O23 andat any adjournment thereof.

Dated this ........

day d ........................... , ..... 2023

Signature ....

RESOLUTIOilS

That pursuant to the recommendations of the Board of Directors in compliance with Section 124 of the Companies and Allied Matters Act 2020 and Regulation 13 of the Companies Regulation 2O2L, shareholders hereby authorize and approve the canellation of One Hundred and Sixty-Three Million, Nine Hundred and Sixty-Eight Thousand (163,968,000.00) unissued ordinary shares of 50 kobo each which comprise the total number of unissued shares in the share capital of theCompany.

That for the purposes of implementing the cancellation of the Company's unissued shares, the Board is hereby authorized to execute all relevant documents, take all such lawful steps as may be required by statute and or regulations and do such other acts or things as may be necessary, supplementary, consequential, or inciclental for the purpose of giving effect to this resolution including but not limited to engaging profesional advisers and complying with any directive which any regulatory agency or body may deem fit to impose orapprurve.

That al! acts carried out by the Board of the company in connection with the above, be and are hereby ratified.

That Clause 6 of the Memorandum and Artids of Association of the Company be and is hereby amended to read as follows: 'The Share Capital of the company is l*38,016,000.00 divided into 76,032,000 Shares of 50 Kobo each."

]{IGERITil ETAHELWARE PLG EXTRIORDINTRY CEI{ERTL XEETITTIG ADN|SSIO]{ GIRD

Please admit the shareh'older on this form or hislher duly appointed proxy to the E>ctraordinary General Meeting of the Company to be held at Conference Room, ta Campagne Tropicana Forest River and Beach Resort lkegun, Ibeju-Lekki Area, off Lekki/Epe Exprssway Ligos, onTr.Eslay,i€/t,Mat9:00 am.

Name of Shareholder/Proxy & Address

Secretary Company

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FRC/202UPRO/I{BAI004/00000024089

Signature of person attending:

Note: Th is a rd is to be sign& at the ven ue in tfie praence of the Rqis0:arc.

I:

Nigerian Enarnelware PLC RC:2192

-f-h" Agenda for the Extraordinary General Meeting scheduled to hold on I Tuesdan illay ?FrmZJ^

• A. PREAMBLE

  At the forthcoming Extraordinary General Meeting CEGM') of NIGERIAN ENAMELWARE PLC ('the' CompanyJ, the directors of the Company (the'BoardJ have recommended for shareholders'approval, resolutions for the cancellation of Ore Hundred and Sbqtsftxee Million, N[re Hundred and Sbrty-Eight Thousand (163,968,000) unissued ordinary sharcs of 50 Kobo each which comprise the total number of unissued shares in the capital of the Company: (the "Cancellation'). This Explanatory Memorandum provides information on the rationale for, and proposed implementation of the proposed Cancellation.

• B. RATIONALEFORTHEPROPOSEDCANCELIATTONI i. The Corporate Affairs Commission ('CAC") by a notice titled'Public Notice: Existing Companies and the

Requirements of Issued Share Capibl under the Companies and Allied Matters Act of 2O2O'and dated April 16, 2021 (the "CAC Notice"), directed all existing companies incorporated in Nigeria to comply with the provisions of the Companis and Allied Matters Act (CAqA) 2020 and the CAC Regulations 2O2L, by ensuring that there are no unissued shars odsting in their share capital by Deember 31.,2022.

ii. At the 52nd Annual General Meeting of Nigerian Enamelware PLC (the Company) duly held and convened at Olokun Hall, Lagos Airport Hotel, Awolowo Way, Ikeja lagos on Thursday November 10,

.

2O22 at 1lam, two of the resolutions duly passed were 'That the company be and is hereby authorized to convert the debt owed to l.feng Company to the tune of 11214,761,L45.76 into 42,952,229 ordinary shares of the company and that the @mpany be and is hereby authorized to allot and issue bonus shares to its shareholders on the basis of one (1) new share for every one (1) share held by a Shareholclef.

• iii. The above resolutions;were in the respect to dealing with the unalloted Shares of the company before the deadline of 31$ December, 2O22 and to avoid imposition of any Penalties on the company.

• iv. However, the share conversion and bonus issuance transactions were declined by the Securities and Exchange Commission (SEC) thereby affecting the conclusion'of the transactions.

v. In the light of the foregoing, the Board has resolved to recommend to the shareholders the cancellation of the unissued shares.

C. IMPTEMENTATTONOFTHEPROPOSED CIWCEIJITION i. The following key actions are rcquired for implementation of the cancellation;

• o Boord resolution recommending the cancellaUon to the Company's shareholders - the Board has

• . Shareholders' resolution approving the cancellation and alteration of the Company's Memorandum

  passed this rsolution, at a meeting of the directors of the Company dated 7th March, 2023.

• r Making the relevant filings at the epraE ffiis Crrrrisin (CAC) tfiercby recording the cancellation of the

and Articles of Association to reflstthe revised share capital of the Company.

'unissuedsharesandalterationof theCompany'sMemorandum and Afticles of Association. ii.rUpon conclusion of the Canellation:

The company will cease to have unissued shares in its share capital.

BY Order of the Board

Qletoldlwvailerni

F RCI 2022I pROl N BA/OO4/000 00024089