VFD Group_2022_Annual Report

PROXY FORM

I/We __________________________________________________________________________
being a member/ members of VFD GROUP PLC, hereby appoint:

_________________________________________________________________or failing him, the
Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the
6TH Annual General Meeting of the Company to be held on TUESDAY, MAY 31, 2022, at Radisson
Blu Anchorage Hotel, 1a Ozumba Mbadiwe Avenue Victoria Island Lagos, at 11.00a.m. and at any
adjournment thereof.

A member [Shareholder] who is unable to attend an Annual General Meeting is allowed by law to
vote by proxy. The above proxy form has been prepared to enable you exercise your right to vote,
in case you cannot personally attend the meeting.

Please sign this proxy form and forward it, so as to reach the registered office of the Registrar,
Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at cxc@africaprudential.
com not later than 48 hours before the time fixed for the meeting. If executed by a Corporation,
the proxy form must be under its common seal or under the hand of a duly authorized officer or
attorney.

It is a requirement of the law under the Stamp Duties Act, Cap S8, Laws of the Federation of
Nigeria, 2004, that any instrument of proxy to be used for the purpose of voting by any person
entitled to vote at any meeting of shareholders must be stamped by the Commissioner for Stamp
Duties.
However, in compliance with the CAC Guidelines for conduct of AGM by Proxy, the Company has
made arrangement at its cost, for the stamping of the duly completed and signed proxy forms
submitted to the Company’s Registrars.

The Proxy must produce the Admission Card below to gain entrance into the Meeting.

RESOLUTIONS FOR AGAINST ABSTAIN
ORDINARY BUSINESS
1. To lay before the company in general meeting the Audited Financial

Statements for the year ended December 31, 2021, together with the Reports
of the Directors, Auditors and Audit Committee thereon

2. To declare a dividend of N10.79 per share ordinary shares of 50 Kobo each.

3. To elect/appoint the following directors;
3.1 Mr. Kelvin Orogun.
3.2 Mr. Femi Akinware.
3.3 Mr. Folajimi Adeleye.

3.4 Mr. John Okonkwo

Consolidation • Stability • Focus 151

RESOLUTIONS FOR AGAINST ABSTAIN

ORDINARY BUSINESS

3.5 Mr. Olanipekun Osinowo

4.1 To re-elect a retiring Director, Mr. Nonso Okpala

4.2 To re-elect a retiring Director, Mr. Adeniyi Adenubi

4.3 To re-elect a retiring Director, Mr. Gbenga Omolokun

4.4 To re-elect a retiring Director, Mr. Suleiman Lawal.

4.5 To re-elect a retiring Director, Mr. Olatunde Busari [SAN].

5. To authorize the Directors to fix the remuneration of the Auditors for the
2022 financial year.

6. To elect/ re-elect members of the Audit Committee

7. To disclose the remuneration of Managers

SPECIAL BUSINESS
8. To consider and if thought fit pass the following resolution as ordinary

resolution;
a. That the remuneration of the Non-executive Directors be and is hereby fixed at

N53,900,000 [Fifty-Three Million, Nine Hundred Thousand Naira] Only for the
year ending December 31, 2022, such payments to be effective from January
1, 2022.

9. To consider and if thought fit pass the following resolution as special resolutions;

a. Issuance of Bonus Shares- That in accordance with Section 430 of the
Companies and Allied Matters Act 2020 and all other applicable laws and
regulations the Directors are hereby authorized to capitalize the sum of
N31,671,214.00 (Thirty-one Million Six Hundred and Seventy-one Thousand,
Two Hundred and Fourteen Naira), out of the balance standing to the credit
of the share premium of the Company, as at December 31, 2021, and available
for distribution, and to appropriate the said capitalised sum to the members
holding 126,684,910 (One Hundred and Twenty-six Million Six Hundred and

Eight-four Thousand Nine Hundred and Ten) ordinary shares of 50 Kobo each in
the capital of the Company and registered as at the close of business on Friday,
May 13, 2022, (Transfer Date), on the condition that the sum appropriated
shall not be paid in cash but applied in paying up, in full, at par, on behalf
of such holders, 63,342,428 (Sixty-three Million Three Hundred and Forty-
two Thousand Four Hundred and Twenty-eight) ordinary shares of 50 Kobo
each (Bonus Shares) which Bonus Shares shall be issued and allotted, credited
as fully paid up, in full, at par to those members in the proportion of 1 (one)
ordinary share of 50 Kobo for every 2 (two) ordinary shares of 50 Kobo now
held by them, as at the Transfer Date, and which Bonus shares shall rank parri
passu in all respect with the existing ordinary shares of the Company except
that such shares shall not rank for dividend recommended by the Directors in
respect of the year ended December 31, 2021.

b. That the Directors be and are hereby authorized to deal with fractional shares
resulting from the issuance of bonus shares, as they deem fit pursuant to the
extant laws.

152 VFD Group plc 2021 Annual Report & Financials

RESOLUTIONS FOR AGAINST ABSTAIN

ORDINARY BUSINESS

c. Cancellation of unissued shares- That the Company be and is hereby
authorized to take all steps necessary to comply with the requirements of
Section 124 of the Companies and Allied Matters Act 2020 and Regulation 13
of the Companies Regulations 2021, as it relates to unissued shares forming
part of the Share Capital of the Company, including the cancellation of the
unissued shares of the Company. The Company’s balance unissued shares of
109,972,662 (One Hundred and Nine Million, Nine Hundred and Seventy-two
Thousand Six Hundred and Sixty-two) ordinary shares of 50 kobo each be and
is hereby cancelled

d. That the Company be and is hereby authorized to take all steps necessary
to ensure that the Memorandum and Articles of Association of the Company
are altered to comply with this Resolution 9, including replacing the provision
stating the authorized share capital with the issued share capital.

e. That pursuant to the above resolutions, that Clause 6 of the Memorandum of
Association of the Company be and are hereby amended to read as follows:

“The Share Capital of the Company is N95,013,669 (Ninety-Five Million, Thirteen
Thousand, Six Hundred and Sixty-nine Naira) divided into 190,027,338 (One
Hundred and Ninety Million, Twenty- Seven Thousand, Three Hundred and
Thirty-eight) ordinary shares of 50 kobo each”

f. 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.

g. That the Board of Directors of the Company be and is hereby authorised to do
all such things and take all such actions as are required to give effect to the
above resolutions in compliance with extant laws and regulations.

Please indicate with an “X” in the appropriate square how you wish your votes to be cast on the resolutions set out
above. Unless otherwise instructed, the proxy will vote or abstain from voting at his/her discretion.

VFD GROUP PLC Name of Shareholder
6TH Annual General Meeting Address of Shareholder
Number of Shares Held
ADMISSION CARD
Please admit the Shareholder named on this Card or his duly Signature

appointed proxy to the Annual General Meeting of the

Company to be held on TUESDAY, MAY 31, 2022, at Radisson

Blu Anchorage Hotel, 1a Ozumba Mbadiwe Avenue Victoria

Island Lagos, at 11.00 a.m.

This admission card must be produced by the Shareholder in
order to gain entrance into the Annual General Meeting.

6TH ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, MAY 31, 2022, AT RADISSON BLU ANCHORAGE
HOTEL, 1A OZUMBA MBADIWE AVENUE VICTORIA ISLAND LAGOS, AT 11.00A.M.

Consolidation • Stability • Focus 153

154 VFD Group plc 2021 Annual Report & Financials

GENDER: DATE OF BIRTH:

On behalf of Plc/Ltd, we hereby agree jointly and severally keep the company and/or the Registrar or other persons acting on

their behalf fully indemnified aganist all action, proceedings, liabilities, claims, losses, damage, costs and expenses in relation to or arising out of your accepting to re-issue to the rightful owner the

shares/stocks, and to pay you on demand, all payments, losses, costs and expenses suffered or incurred by you in consequence thereof or arising therefrom. We/I also agree and consent that

Africa Prudential Plc ("Afriprud") may collect, use, disclose, process and deal in any manner whatsoever with my/our personal, biometric and shareholding information set out in this form and/or

otherwise provided by me/us or possessed by Afriprud for administration of my/our shareholding and matters related thereto.

Consolidation • StabilityS•CAFNocus 155

To Download Shareholders’ Forms



Date Of Birth

I/We hereby declare that the information I have provided is true and correct and that I shall be held 26.
personally liable for any of my personal details. 27.
I/We also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process 28.
and deal in any manner whatsoever with my/our personal, biometric and shareholding information set 29. LIVINGTRUST MORTGAGE BANK PLC
out in this form and/or otherwise provided by me/us or possessed by Afriprud for administration of 30.
my/our shareholding and matters related thereto. 31.
32.
Note: This service costs N150.00 per form exclusive of VAT. 33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
54. VFD GROUP PLC
55. WEST AFRICAN GLASS IND PLC

SCAN

To Download Shareholders’ Forms



PORTAL

1. 2. 26.
8. *DATE OF BIRTH 27.
28.
I/We hereby declare that the information I have provided is true and correct and that I shall be held 29. LIVINGTRUST MORTGAGE BANK PLC
personally liable for any of my personal details. 30.
I/We also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process 31.
and deal in any manner whatsoever with my/our personal, biometric and shareholding information set 32.
out in this form and/or otherwise provided by me/us or possessed by Afriprud for administration of 33.
my/our shareholding and matters related thereto. 34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.

53.
54. VFD GROUP PLC
55. WEST AFRICAN GLASS IND PLC

SCAN

To Download Shareholders’ Forms



26.

27.

28.

29. LIVINGTRUST MORTGAGE BANK PLC

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

I/We hereby declare that the information I have provided is true and correct and that I shall be held personally 43.
liable for any of my personal details. 44.
45.

I/We also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process and deal 46.
in any manner whatsoever with my/our personal, biometric and shareholding information set out in this form 47.
48.
and/or otherwise provided by me/us or possessed by Afriprud for administration of my/our shareholding and 49.
matters related thereto.
50.

51.
52.

53.
54. VFD GROUP PLC
55. WEST AFRICAN GLASS IND PLC

SCAN

To Download Shareholders’ Forms









w w w.v f d g r o u p . c o m