NOTICE IS HEREBY GIVEN that the 51st Annual General Meeting of Nestlé Nigeria Plc will be held at its Head Office, 22-24 Industrial Avenue, Ilupeju, Lagos, on Tuesday, 30 June 2020 at 11 o’clock in the forenoon for the following purposes:

ORDINARY BUSINESS

  1. To lay before the meeting the Report of the Directors, the Financial Statements for the year ended 31 December 2019 and the Reports of the Auditors and the Audit Committee thereon
  2. To declare a Dividend
  3. To elect / re-elect Directors
  4. To appoint a new Independent Auditor to replace the retiring Deloitte & Touche. Notice is hereby given that the proposed Independent Auditor to be appointed is Ernst & Young
  5. To authorize the Directors to fix the remuneration of the Auditors
  6. To elect the members of the Audit Committee

SPECIAL BUSINESS

  1. To fix the remuneration of Directors
  2. To consider and pass the following resolution as an ordinary resolution of the Company: “That the general mandate given to the Company to enter into transactions with related parties for the Company’s day-to-day operations, including the procurement of goods and services, on normal commercial terms in compliance with\ the NSE Rules Governing Transactions with Related Parties or Interested Persons, be and is hereby renewed.”

PROXY:

In view of COVID-19 pandemic, the restriction on mass gatherings and in line with the Guidelines issued by the Corporate Affairs Commission on holding AGMs using
proxies, attendance at the AGM shall only be by proxy. Consequently, a member entitled to attend and vote at the AGM is advised to select from the under listed
proposed proxies to attend and vote in his stead.

  1. Mr. David Ifezulike e) Mr. Nornah Awoh
  2. Mr. Matthew Akinlade f) Mr. Mauricio Alarcon
  3. Mr. Christopher Nwaguru g) Sir. Sunny Nwosu
  4. Alhaji Kazeem Owonikoko Bello h) Mr. Gbenga Oyebode

A proxy form is attached to the Annual Report. All instruments of proxy must be deposited at the office of the Company’s Registrars, Greenwich Registrars & Data Solutions Limited, 274 Murtala Muhammed Way, Alagomeji, Yaba, Lagos, P.M.B. 12717, Lagos or via E-mail: [email protected] not later than 48 hours before the time of the meeting. The Company has made arrangements to bear the cost of stamp duties on the instruments of proxy.

DIVIDEND PAYMENT AND CLOSURE OF REGISTER OF MEMBERS:

If the dividend recommended by the Directors is approved, dividend will be paid on Thursday, 2 July 2020 to shareholders whose names are registered in the Company’s Register of Members at the close of business on Friday, 15 May 2020. Notice is therefore hereby given that the Register of Members and Transfer Books of the Company will be closed from Monday, 18 May 2020 to Friday, 22 May 2020, both dates inclusive, to enable the preparation and payment of dividend.

NOMINATIONS FOR THE AUDIT COMMITTEE: The Audit Committee consists of 3 Shareholders and 3 Directors. In accordance with Section 359 (5) of the Companies and Allied Matters Act, CAP C.20, LFN 2004, any member may nominate a shareholder for election as a member of the Audit Committee by giving in writing, notice of such nomination to theCompany Secretary at least 21 days before the Annual General Meeting.

UNCLAIMED DIVIDEND: Several dividend warrants remain unclaimed or are yet to be presented for payment or returned to the Registrars for revalidation. A list of such members will be circulated with the Annual Report and Financial Statement. Members affected are advised to complete the e-dividend registration or write to or call at the office of the Company’s Registrars, Greenwich Registrars & Data Solutions Limited, 274 Murtala Muhammed Way, Alagomeji, Yaba, Lagos, P. M.B. 12717, Lagos during normal working hours.

E-DIVIDEND/E-BONUS:

Notice is hereby given to all shareholders to open bank accounts, stock broking accounts and CSCS accounts for the purpose of dividend/bonus. A detachable application form for e-dividend and e-bonus is attached to this Annual Report to enable all shareholders furnish particulars of their accounts to the Registrars (Greenwich Registrars & Data Solutions Limited) as soon as possible. We request our shareholders to use the e-dividend payment portal that will serve as an on-line verification and communication medium for e-dividend mandate processing through the new E-Dividend Mandate Management System jointly introduced by the Central Bank of Nigeria, Securities and Exchange Commission, Nigeria Inter-Bank Settlement Systems PLC and the Institute of Capital Market Registrars. The letter from Greenwich Registrars & Data Solutions Limited explaining the new initiative is included in the Annual Report and Accounts.

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 to the registered office of the Company at least a week before the meeting.

ELECTRONIC ANNUAL REPORT:

The soft copy of the 2019 Annual Report is on our website and sent to our shareholders who have provided their email addresses to th