PHARMA DEKO PLC NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Pharma-deko Plc will be held at Palmgrove House, No 1, Shagamu Avenue, Ilupeju, Lagos on  Thursday February 16, 2023 at 12 noon to transact the following business:

SPECIAL BUSINESS

To consider and pass the following special resolutions of the company:
1. That in compliance with Section 124 of the Companies and Allied Matters Act (CAMA) 2020 and Regulation 13 of the Companies Regulation 2021, shareholders hereby authorize and approve the cancellation of all unissued shared of the Company as follows:

i. 83,068,404 (Eight Three Million, Sixty-Eight Thousand, Four Hundred and Four) unissued ordinary shares of N0.50k each.

2. That Clause 5 of the Memorandum of Association of the Company be amended pursuant to the cancellation of the unissued shares by deleting the current provisions and substituting same with the following new clause:

“That the share capital of the Company is N108,465,798 divided into 216,931,596 ordinary shares of N0.50K each.”

3. That Clause 3 of the Articles of Association of the Company be amended pursuant to the cancellation of the unissued shares by deleting the current provisions and substituting same with the following new clause:

“That the share capital of the Company is N108,465,798 divided into 216,931,596 ordinary shares of N0.50K each.”

4. To authorize the Board of Directors to execute all relevant documents, take all such lawful steps as may be required by statute and/or regulations, and obtain all regulatory approvals and necessary steps to implement the cancellation of the Company’s unissued shares.

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 also be a member of the Company. A proxy form is attached to this Notice. All instruments of proxy must be completed and deposited with the office of the Registrar of the Company, Apel Registrars Limited, 8, Alhaji Bashorun Street, off Norman Williams Crescent, South-West Ikoyi Lagos or forwarded by email to registrars@apel.com.ng or Obabalola@apelasset.com not later than 48 hours before the time fixed for the meeting. The Company has made arrangements to bear the cost of stamp duties on the instruments of proxy.

3. Rights of Securities’ to Ask Questions
Securities’ Holders have a right to ask questions at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company Secretary on or before 9th February 2023.

The date of this Notice is the 16th day of January 2023.

BY ORDER OF THE BOARD

ELVIS E.ASIA

FOR: UNITY TRUSTEES LIMITED
COMPANY SECRETARY
1, Shagamu Avenue, Ilupeju, Lagos