OANDO PLC - Results of the 44th Annual General Meeting

Results of the 44th Annual General Meeting

    Oando PLC
    (Incorporated in Nigeria and registered as an external
    company in South Africa)
    Registration number: RC 6474
    (External company registration number 2005/038824/10)
    Share Code on the JSE Limited: OAO
    Share Code on the Nigerian Stock Exchange: UNTP
    ISIN: NGOANDO00002
    ("Oando" or the "Company")

                                            November 06, 2023

                                             Lagos, Nigeria


                       RESULTS OF THE 44th ANNUAL GENERAL MEETING

The following resolutions proposed in the notice to shareholders, were unanimously passed at
the 44th Annual General Meeting of the Company held at 10:00 am Nigerian Time on Monday
November 06, 2023:

      1. Deeming Resolution for the 44th AGM of the Company
         The 2020 and 2021 Audited Financial Statements were received by the shareholders.

      2. Re-appointment of Auditors
         BDO Professional services was re-appointed as the Company's Auditors in relation to the
         audit of the financial statements of the company for the year ended December 31, 2022
         and the year ended December 31, 2023 to hold office until the next annual general
         meeting.

.     3. Re-election of Directors
          The following directors who retired by rotation, were re-elected as Directors of the
          Company:
          The following Directors were re-elected
          i.      Dr. Ainojie Alex Irune,
          ii.     Mrs. Nana Fatima Mede OON, and
          iii.    Mrs. Ronke Sokefun.

      3. Election of Members of the Audit Committee
         The following persons were elected as members of the Audit Committee for the 2022 and
         2023 Accounts:
            i.      Dr. Anthony Omojola
            ii.     Mr. Olusegun Oguntoye
            iii.    Dr. Joseph Oladipo Asaolu

          The following Directors were appointed to represent the Board on the Audit Committee:
             i.      M. Ike Osakwe
             ii.     Mr. Tanimu Yakubu
  
   4. Approval of the remuneration of non-executive directors
      The remuneration of the non-executive directors of the Company was fixed at N5,000,000
      per annum for the Chairman and N4,000,000 each per annum for all other non-executive
      directors with effect from 1 January 2022 to 31 December 2023, which fees are payable
      quarterly in arrears.

   5. Mandates Authorizing Transactions with Related Parties/Interested Persons
      A general mandate was given, authorizing the Company to procure goods, services and
      financing and enter into such incidental transactions necessary for its day-to-day
      operations with its related parties or interested persons on normal commercial terms
      consistent with the Company's Transfer Pricing Policy. All transactions falling under this
      category which were entered into earlier prior to the date of the meeting were ratified.

   6. Cancellation of Unissued Shares and Alterations of the Memorandum and Articles
      of Association
      The Following resolutions were passed regarding the cancellation of unissued shares and
      Alteration of the Memorandum and Articles of Association:

     (i)     In compliance with Section 124 of the Companies and Allied Matters Act 2020
             (CAMA) and Companies Regulation 2021, the cancellation of all of the unissued
             ordinary shares of the Company is hereby approved.

     (ii)    For the purposes of implementing the cancellation of the Company's unissued
             shares, the Board of Directors 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
             without limitation, appointing such professional parties, consultants and advisers and
             complying with the directive of the regulatory authorities.

     (iii)   Following the cancellation of all the unissued shares in the share capital of the
             Company in accordance with resolutions 6(i) and 6(ii) above, Clause 6 of the
             Memorandum of Association and Article 3 of the Articles of Association of the
             Company be amended as necessary to reference only the issued shares in the share
             capital of the Company."

  For: Oando PLC

  Ms. Ayotola Jagun
  Chief Compliance Officer & Company Secretary

JSE Sponsor to Oando
Questco Corporate Advisory Proprietary Limited

Date: 06-11-2023 05:04:00
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