UACN Property Development : UPDC PLC- NOTICE OF ANNUAL GENERAL MEETING (AGM)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of UPDC PLC will be held at Arthur Mbanefo Hall, Festival Hotel, Festac Town, Lagos on Thursday, 18th May 2023 at 11am to transact the following businesses:

ORDINARY BUSINESS

1. Lay before the Members, the Report of the Directors, the Consolidated Statement of Financial Position of the Company as at 31st December 2022, together with the Consolidated Statement

of Comprehensive Income for the year ended on that date and the Reports of the Auditors and the Audit Committee thereon.

2(a) To elect a director: Ms. Bidemi Fadayomi

2(b) To re-elect directors:

Mr. Oluwole Oshin and Mr Adeniyi Falade

3. To authorize the directors to fix the remuneration of the Auditors.

1. To elect members of the Audit Committee.
2. Disclosure of Remuneration of Managers.

SPECIAL BUSINESS

1. To fix the remuneration of the Directors.
2. To consider and if thought fit, to pass the following, with or without modification, as a special resolution of the Company:
3. 1. That the Directors be and are hereby authorized to raise additional capital via the issue of Debt Instruments, Preference shares or Ordinary shares or a combination of any of these options whether by way of Private Placements, Rights to existing Shareholders or Offer for Subscription at a quantum and price upon such other terms and conditions to be determined at the discretion of the Directors and subject to any requisite regulatory approvals; and
   2. That the Directors be and are hereby authorized to do all such acts as the Board may deem necessary or incidental to effect the above resolutions, including without limitation, entering into the necessary agreements, and complying with directives of any regulatory authority.
4. To consider and if thought fit, to pass the following, with or without modification, as a special resolution of the Company:
5. 1. That the Memorandum and Articles of Association be and are hereby amended by altering same in the manner indicated in Annexure 1 to this Notice.
   2. That the Directors be and are hereby authorised to take all such lawful steps, pass all requisite resolutions, and do all such other lawful acts and/or things as may be necessary for and/or incidental to giving effect to this resolution.

Dated this 5th day of April 2023

BY ORDER OF THE BOARD

Folake Kalaro (Mrs.)

Company Secretary

FRC/2018/NBA/00000017754

UPDC PLC RC.321582

UAC House, 1-5 Odunlami Street, Lagos.

[e-mail] | www.updcplc.com

Directors: Mr. O. Oshin (Chairman), Mr. O. Ojo (CEO), Ms. B. Fadayomi (DD), Mr. F. Aiyesimoju, Mr. O. Osilaja, Mr. A. Falade

NOTES

1. PROXY
   Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. A proxy form must be completed and deposited at the office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos or sent via email to [e-mail] later than 48 hours before the time fixed for the meeting.
2. STAMPING OF PROXY
   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 timeline.
3. CLOSURE OF REGISTER
   The Register of Members and Transfer Books will be closed from Thursday, 4th May 2023 to Thursday, 11th May 2023 both days inclusive for the purpose of updating the Register of Members.
4. NOMINATION TO THE STATUTORY AUDIT COMMITTEE
   Pursuant to Section 404(6) of the Companies & Allied Matters Act 2020, any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination. Such notice shall reach the Company Secretary at least 21 days before the Annual
   General Meeting. The Securities & Exchange Commission's Code of Corporate Governance for Public Companies has indicated that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements.
5. DIRECTORS RETIRING BY ROTATION
   In accordance with the Articles of Association of the Company, Mr. Oluwole Oshin and Mr Adeniyi Falade retire by rotation at the meeting and being eligible, offers themselves for re- election. Ms Bidemi Fadayomi who was appointed to the Board since the last Annual General Meeting shall retire at this meeting and will be presented for election. The biographies of the directors submitted for re-election/election are contained in the Annual Report and on the
   Company's website at www.updcplc.com.
6. RIGHT OF SECURITIES' HOLDERS TO ASK QUESTIONS
   Shareholders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company on or before Monday, 15th May 2023.
7. UNCLAIMED DIVIDENDS
   Shareholders who are yet to claim their outstanding dividends are hereby advised to complete the e-dividend registration form by downloading the Registrar's E-DividendMandate Activation Form, which is available at http://sec.gov.ng/wp-content/uploads/2016/04/Afric-Prudential-EDMMS-Form_2018.pdf,and submit to the Registrars at Africa Prudential Plc, 220b Ikorodu Road, Palmgrove Lagos or their respective Banks for the purpose of claiming their outstanding dividends.

ANNEXURE 1

S/N	CLAUSES	AMENDMENT PROPOSED	NEW PROVISION/ LANGUAGE
1	Clause 2	To include definition of	"electronic form" shall mean:
		electronic form.	(i) documents or information sent or supplied by
			electronic means for example by email or
			software by other means while in an electronic
			form (for example sending disk by post), and
			references to electronic copy shall have a
			corresponding meaning. A	document or
			information is sent or supplied by electronic
			means if it is sent initially and received at its
			destination by means of electronic equipment
			for the processing (which expression includes
			digital compression) or storage of data and
			entirely transmitted, conveyed, and received by
			wire, by radio, by optical means or by
			electromagnetic means; references to electronic
			means shall have a corresponding meaning;
			(ii) a document or information authorized or
			requested to be sent or supplied in an electronic
			form must be sent or supplied in a form and by a
			means the sender or supplier reasonably
			considers will enable the recipient to read and
			retain a copy of it; and for this purpose, a
			document or information can be read only if it
			can be read with the naked eye, or to the extent
			that it connotes	images	(for example
			photographs, pictures, maps, plans or drawings)
			it can be seen with the naked eyes.
2	Clause 15	Update to refer to electronic	The following text will be inserted after "thereon" on
		certificates.	the last line.
			"except where the transfer or issuance was
			effected electronically through the Central
			Securities Clearing System."
3	Clause 21	To be amended to include	Subject to such of the restrictions of these Clauses
		electronic instrument of	as may be applicable, any Member may transfer all
		transfer.	or any of his Shares by instrument in writing or by
			electronic instrument of transfer and in the usual
			common form or any other form which the Directors
			may approve, and unless and until otherwise
			provided by statute such transfer shall be signed by
			or on behalf of transferor and transferee.
			Provided that the transferor shall be deemed to
			remain a holder of the shares until the name of the
			transferee is entered in the register of members in

			respect thereof, and no fee shall be payable in
			respect of the registration of any transfer.
4	Clause 39	Amend clause 39 to have	a. A General Meeting to be known as the Annual
		paragraph b.	General Meeting shall be held once in every
			calendar year at such time (not being more than
			fifteen months after the holding of the last
			preceding Annual General Meeting) and place as
			may be determined by the Directors.
			b. The Annual General Meeting or any other
			General Meeting of the Company may be held
			virtually by means of a tele-conference,
			videoconference, or other electronic/virtual
			communication means, which allows all those
			participating in the meeting to hear and speak to
			one another.
			Any Member so participating shall be counted as
			present in person at such meeting for the
			purposes of quorum and attendance and shall be
			entitled to vote at such meeting via any
			electronic/virtual channel provided by the
			Company.
5	Clause 43	Insert Paragraph (3) to	In addition to the notice given personally or by
		provide for notice by	post, notice may be given by electronic mail to
		electronic email.	any member who has provided the Company an
			electronic mail address.
6	Clause 51 (b)	To update the provision to	"By at least three (3) Members entitled to vote by
		recognize electronic voting.	show of hands or by electronic voting at such
			meeting present in person or by proxy; or"
7	Clause 113	To be amended to include	A notice (which expression for the purposes of
		provision for sending	these Clauses shall be deemed to include, and shall
		notices by email.	include, any summons, notice, process, order,
			judgment, or any other document in relation to, or
			in the winding up of, the Company) may be given
			by the Company to any Member either personally
			or by sending it by post to him at his registered
			addresses or by sending it to an email provided
			to the Company by any member. In the case of a
			member having a registered address outside
			Nigeria it shall be given by airmail or by telegram,
			telex, radiogram, or cable to him at his registered
			address.
8	General		All references to the provisions of CAMA Cap 2004
			LFN 2004 and Decree be amended to refer to
			equivalent provisions in CAMA 2020.