VFD-2021 Annual Report -

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2021

Currency risk

The Group’s transactions are denominated in Naira but it maintains domiciliary accounts in
foreign currencies, United States Dollar and Pound Sterling. However, the Group’s exposure
to currency risk is negligible because its foreign currency balances are insignificant.

4. Capital management

VFD Group Plc is in the business of investing in securities either in its name or the name of
any nominee. The Group has subsidiaries that provide finance to customers.

The Group’s objectives in managing capital are:

• to ensure that the Group continues as a going concern so that it can continue
to provide returns for its shareholders and benefits for other stakeholders, and

• to provide adequate returns to shareholders by pricing products and services
commensurately with the level of risk.

The Group’s sources of capital comprise equity and borrowings (short term fixed debt
takings from customers). The Board of Directors has overall responsibility for managing
the Group’s capital. The Group sets the amount of capital in proportion to risk. In order to
manage or maintain the capital structure, the Group may issue new shares, accept more
takings from customers or adjust the amount of dividends paid to shareholders.

The Group’s gearing ratio as at the end of the reporting period was as follows:

Borrowings GROUP GROUP COMPANY COMPANY
2019 2018 2019 2018
Equity
Gearing ratio =N=’ 000 =N=’ 000 =N=’ 000 =N=’ 000

15,743,876 4,233,010 12,643,657 1,997,810
5,982,102 1,535,290 4,804,733 1,421,346

263% 276% 263.2% 140.5%

5. Operational Risk Management

Operational risk is the risk of loss resulting from inadequate or failed internal processes,
people, or systems, or from external events. Our definition of operational risk excludes
regulatory risks, strategic risks and potential losses related solely to judgments with regard
to taking credit, market, interest rate, liquidity, or insurance risks.

Consolidation • Stability • Focus 151

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2021

It also includes the reputation and franchise risk associated with business practices or
market conduct in which the Group is involved. Operational risk is inherent in the Group’s
business activities and, as with other risk types, is managed through an overall framework
designed to balance strong corporate oversight with well-defined independent risk
management.

This framework includes:

• recognized ownership of the risk by the businesses.
• oversight by independent risk management; and
• independent review by Audit.

We seek to minimise exposure to operational risk, subject to cost trade-offs. Operational
risk exposures are managed through a consistent set of management processes that drive
risk identification, assessment, control and monitoring.

The goal is to keep operational risk at appropriate levels relative to the characteristics of
our businesses and the markets in which we operate, our capital and liquidity, and the
competitive, economic and regulatory environment.

Our operational risk strategy seeks to minimise the impact that operational risk can have
on shareholders’ value.

In order to create and promote a culture that emphasizes effective operational management
and adherence to operating controls, there are three distinct levels of operational risk
governance structure in VFD Group

Level 1 refers to the oversight function carried out by the Board of Directors, Board risk
committee and the executive management. Responsibilities at this level include ensuring
effective management of operational risk and adherence to the approved operational risk
policies.

Level 2 refers to the management function carried out by operational risk management.
It has direct responsibility for formulating and implementing the Group’s operational risk
management framework including methodologies, policies and procedures approved by
the Board.

152 VFD Group plc 2021 Annual Report & Financials

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2021

Level 3 refers to the operational function carried out by all business units and support
functions in the Group. These units/functions are fully responsible and accountable for
the management of operational risk in their units. They work in liaison with operational
risk management to define and review controls to mitigate identified risks. Internal
audit provides independent assessment and evaluation of the Group’s operational risk
management framework. This periodic confirmation of the existence and utilization of
controls in compliance with approved policies and procedures, provide assurance as to the
effectiveness of the Group’s operational risk management framework.

While all operational risks cannot be eliminated, they can be managed by instituting strong
control framework and by monitoring and responding timely to potential risks. Such
controls include documentation of processes, controls and procedures, segregation of
duties, reconciliation and other management review procedures.

Classification category of financial assets and financial liabilities

The classification category of financial assets and liabilities, together with the carrying
amounts shown in the statement of financial position, are as stated below:

GROUP NOTE COST AMORTISED FAIR VALUE FAIR VALUE TOTAL
COST THROUGH THROUGH CARRYING
At 31 December 2019 8 P OR L OCI
Cash balances and bank 10.1 =N=’ 000 =N=’ 000 AMOUNT
Held for trading 10.2 =N=’ 000 =N=’ 000
Fixed placement 10.3 1,461,325 - - - =N=’ 000
Mutual funds 10.4 - - - 1,461,325
Loans and receivables 10.5 - 61,046 2,393 - 2,393
Investment securities 11 - - - 61,046
Other financial assets - 4,475,486 - 433,053 433,053
19 - - - -
Borrowings 20 - - 4,475,486
Other financial liabilities 6,076,555 - 1,333,704 1,333,704
4,536,532 - 6,076,555
7,537,880 2,393 13,843,562
1,766,757
- 15,743,876 - 15,743,876
2,502,232 - - - 2,502,232
2,502,232 - - 18,246,108
15,743,876 -

Consolidation • Stability • Focus 153

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2021

At 31 December 2018 8 394 1,132,857 -- 1,133,251
Cash balances and bank 797 - 797
Held for trading 10.1 - -
Fixed Placement -- 2,342,604
Loans and receivables 10.2 - 2,342,604 -- 2,542,776
Investment securities - 1,038,024 1,038,024
Other financial assets 10.4 - 2,542,776 -- 2,991,460
797 1,038,024 10,048,912
Borrowings 10.5 - -
Other financial liabilities -- 4,233,010
11 2,991,460 - -- 6,957,409
-- 11,190,419
2,991,854 6,018,237

19 - 4,233,010

20 6,957,409 -

6,957,409 4,233,010

GROUP NOTE COST AMORTISED FAIR VALUE FAIR VALUE TOTAL
COST THROUGH THROUGH CARRYING
At 31 December 2019 8 P OR L OCI
Cash balances and bank 10.2 =N=’ 000 =N=’ 000 AMOUNT
Fixed placement 10.3 =N=’ 000 =N=’ 000 =N=’ 000
Mutual funds 10.4 - 1,185,918 - -
Loans and receivables 10.5 - 1,203,873 - - 1,185,918
Investment securities - - 1,203,873
Other financial assets 11 - - - 315,415
- 719,902 - - 315,415
Borrowings 19 6,170,722 235,026 - 719,902
Other financial liabilities 20 6,170,722 - 854,268 1,089,294
- - 6,170,722
At 31 December 2018 8 3,344,719 - 10,685,124
Cash balances and bank 10.2 - 1,169,683
Fixed Placement 10.4 - 12,643,657 - 12,643,657
Loans and receivables 10.5 6,012,631 - - 6,012,631
Investment securities 6,012,631 -
Other financial assets 11 12,643,657 - 18,656,288

Borrowings 19 37,543 - -- 37,543
Other financial liabilities 20 - 3,070,317 -- 3,070,317
- --
- 63,375 - 709,560 63,375
- -- 709,560
2,904,573 - - 709,560 2,904,573
6,785,368
2,942,116 3,133,692 --
-- 1,997,810
- 1,997,810 -- 5,003,697
5,003,697 - 7,001,507
5,003,697
1,997,810

The fair values of cash and cash equivalents, loans and receivables, other financial assets,
borrowings and other financial liabilities are not expected to be materially different from
their carrying amounts due to the short-term nature of these instruments.

154 VFD Group plc 2021 Annual Report & Financials

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2021

INFORMATION SECURITY AND CONTINUITY OF BUSINESS

Information security and the protection of confidential and sensitive customer data are a priority of
VFD Group. The Group has developed and implemented an Information Security Risk Management
framework that is in line with best practice. The framework is reviewed and enhanced regularly to
address emerging threats to customers’ information.

The Group mitigates business continuity risks by reviewing and testing recovery procedures.

STRATEGIC RISK MANAGEMENT

We define Strategic Risk as the process for identifying, assessing and managing risks and
uncertainties, affected by internal and external events or scenarios that could inhibit the Group’s
ability to achieve its strategy and strategic objectives with the ultimate goal of creating and
protecting shareholder and stakeholder value. It is a primary component and necessary foundation
of our Enterprise Risk Management.

Strategic risk management, therefore, is defined as current or prospective risk to earnings and
capital arising from adverse business decisions, improper implementation of decisions or lack
of responsiveness to changes in the business environment. It can also be defined as the risk
associated with future business plans and strategies, including plans for entering new business
lines, expanding existing services through mergers and acquisitions, and enhancing infrastructure.

Strategic risk management involves various organizational functions within the Group. The
following principles govern the Group’s strategic risk management:

The Board and executive management are responsible for Strategic risk management and oversees
the effective functioning of the strategic risk management framework; The functional units (i.e.
the units which carry out business or operational functions) assists the Board and executive
management in formulating an implementing strategies, and in providing input to the strategic
planning and management processes; and as well as implementing the strategic risk management
framework.

The strategic risk management functions support the Board and senior management in managing
strategic risk and other related processes in the Group.

Strategic plans are approved and monitored by the board. Regular environmental scan, business
strategy sessions and workshops are set up to discuss business decisions, close monitoring to
ensure that strategic plans are properly aligned with the business model, regular performance
review by EXCO, business plans are approved by the board.

Consolidation • Stability • Focus 155

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2021

REPUTATIONAL RISK • Loss of current or future customers;
MANAGEMENT • Loss of public confidence;
• Loss of employees leading to an
Reputational risk arises when the Group’s
reputation is damaged by one or more increase in hiring costs, or staff
reputational events from negative publicity downtime;
about the organization’s business practices, • Reduction in current or future
conduct or financial condition. The Group’s business partners;
Strategic and Reputational Risk Management • Regulatory sanctions;
is mandated to protect the Group from • Increased costs due to government
potential threats to its reputation. regulations, fines, or other penalties;
and

VFD Group takes the management of The desired risk appetite for reputation is low
reputational risks seriously because of their risk (1). The Group will ensure that highest
far- reaching implications . ethical standards are followed at all times
and the code of conduct policy will be strictly
The effects of the occurrence of a reputational implemented.
risk event include but are not limited to the
following:

156 VFD Group plc 2021 Annual Report & Financials

06

SHAREHOLDER /
INVESTOR
INFORMATION

• CORPORATE INFORMATION
• NOTICE OF ANNUAL GENERAL MEETING
• PROXY FORM
• DEMATERIALIZATION FORM FOR MIGRATION
• E-DIVIDEND MANDATE ACTIVATION FORM
• E-SHARE REGISTRATION APPLICATION FORM
• E- SERVICE/DATA UPDATE FORM

CORPORATE INFORMATION

DIRECTORS: Chairman
Mr. Olatunde Busari (SAN) Group Managing Director
Mr. Nonso Okpala Executive Director
Mr. Adeniyi Adenubi Executive Director
Mr. John Okonkwo Executive Director
Mr. Folajimi Adeleye Non- Executive Director
Mrs. Ngozi Aghanya Non- Executive Director
Mr Mobolaji Adewumi Non- Executive Director
Mr Azubike Emodi Non- Executive Director
Mr. Gbenga Omolokun Non- Executive Director
Mr. Suleiman Lawal Non- Executive Director
Mr. Femi Akinware Non- Executive Director
Ms. Jewel Okwechime Non- Executive Director
Mr. Kelvin Orogun Non- Executive Director
Mr. Ayodele Onawunmi Non- Executive Director
Mr. Chuks Ozigbo
RC 829196
RC No.
Ms. Oluwagbeminiyi Shoda
COMPANY SECRETARY
Foresight House
REGISTERED OFFICE: 163/165 Broad Street Lagos

PRINCIPAL BANKER United Bank for Africa Plc
57, Marina, Lagos Island, Lagos.

AUDITORS: Deloitte & Touche

Plot GA 1 Civic Towers, Ozumba Mbadiwe
Avenue Victoria Island, Lagos, Nigeria

158 VFD Group plc 2021 Annual Report & Financials

NOTICE OF THE 6TH ANNUAL
GENERAL MEETING – VFD GROUP PLC

NOTICE IS HEREBY GIVEN that the 6th Annual General Meeting of VFD Group Plc will be held at
Radisson Blu Anchorage Hotel, 1A Ozumba Mbadiwe Avenue, Victoria Island, Lagos on Friday, May
13, 2022, at 11.00 am to transact the following business:

ORDINARY BUSINESS

1. To lay before the company the Audited Financial Statements for the year ended December 31,
2021, together with the Reports of the Directors, Auditors and Audit Committee.

2. To declare a dividend.
3. To elect/appoint the following directors;

• Mr. Kelvin Orogun.
• Mr. Femi Akinware.
• Mr. Folajimi Adeleye.
• Mr. John Okonkwo.
• Mr. Olanipekun Osinowo.

4. To re-elect the following Director[s] retiring by rotation-

• Mr. Nonso Okpala.
• Mr. Adeniyi Adenubi.
• Mr. Gbenga Omolokun.
• Mr. Suleiman Lawal.
• Mr. Olatunde Busari [SAN].

5. To authorize the Directors to fix the remuneration of the Auditors.
6. To elect/ re-elect members of the Audit Committee in accordance with Section 404 [3] of the

Companies and Allied Matters Act, 2020.
7. To disclose the remuneration of Managers of the Company in line with the provisions of

Section 238 of the Companies & Allied Matters Act, 2020.

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.”

Consolidation • Stability • Focus 159

9. To consider and if thought fit, pass the following as special resolutions:

a. 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 unissued share
capital of 173,315,090 ordinary shares of 50 kobo each be and is hereby cancelled.

b. 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 Resolution 9[a] above, including replacing the provision stating the
authorized share capital with the issued share capital.

c. That pursuant to the above resolutions, that Clause 6 of the Memorandum and
Article 10 of the Articles of Association of the Company be and are hereby amended
to read as follows:

“The Share Capital of the Company is N63,342,455 [Sixty-Three Million, Three
Hundred and Forty-Two Thousand, Four Hundred and Fifty-Five Naira] divided into
126,684,910 [One Hundred and Twenty-Six Million, Six Hundred and Eighty-Four
Thousand, Nine Hundred and Ten] ordinary shares of 50 kobo each”

d. 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.

e. 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.

Dated April 20, 2022

BY ORDER OF THE BOARD

Gbeminiyi Shoda
Group Company Secretary
FRC/ 2015/NBA/00000011768
VFD Group Plc
163/165 Broad Street, Lagos.

160 VFD Group plc 2021 Annual Report & Financials

NOTES: 4. STAMPING OF PROXY

1. COMPLIANCE WITH COVID-19 The Company has made arrangement at its
RELATED DIRECTIVES AND cost, for the stamping of the duly completed
GUIDELINES and signed proxy forms submitted to the
Company’s Registrars within the stipulated
The Federal Government of Nigeria, State time.
Governments, Health Authorities and
Regulatory Agencies have issued several 5. ONLINE STREAMING OF AGM
guidelines and directives aimed at curbing
the spread of COVID-19 in Nigeria. The The AGM will be streamed live online. This will
convening and conduct of the AGM shall be enable shareholders and other stakeholders
done in compliance with these directives and who will not be attending physically to follow
guidelines. the proceedings. The link for the AGM online
live streaming will be made available on the
2. PROXY Company’s website at www.vfdgroup.com.

Any member of the Company entitled to 6. DIVIDEND
attend and vote at this meeting is also entitled
to appoint a proxy to attend and vote in his/ The directors have recommended the
her stead. A proxy need not be a member declaration of a dividend of N10.79 per share.
of the Company. For the appointment of If the dividend recommended by the directors
the proxy to be valid, a proxy form must be is approved by the members at the annual
completed and deposited either at the office general meeting, the dividend will be paid
of the Company’s Registrar, Africa Prudential on May 13, 2022, to the shareholders whose
Plc, 220B Ikorodu Road, Palmgrove, Lagos, names appear in the Company’s Register of
or via email at [email protected] not members at the close of business on Friday,
later than 48 hours before the time fixed for April 29, 2022.
the meeting. A blank proxy form is attached
to the Annual Report and may also be 7. CLOSURE OF REGISTER OF
downloaded from the Company’s website at MEMBERS
www.vfdgroup.com.
The Register of members of the Company will
3. ATTENDANCE BY PROXY be closed from Monday, May 2, 2022 to Friday,
May 6, 2022 [both days inclusive] for the
i. In line with CAC Guidelines, attendance purpose of updating the Register of Members.
of the AGM shall be by proxy only.
Shareholders are required to appoint 8. NOMINATION TO THE AUDIT
a proxy of their choice from the list of COMMITTEE
nominated proxies below:
In accordance with Section 404[6] of the
a. Mr. Olatunde Busari [SAN]. Companies and Allied Matters Act 2020, any
b. Mr. Nonso Okpala. shareholder may nominate a Shareholder for
c. Mr. Olayinka Olajuwon. appointment to the Audit Committee. Such
d. Ms. Fehintola Bisola Babawale. nomination should be in writing and should
e. Ms. Gbeminiyi Shoda reach the Company Secretary at least twenty-
one [21] days before the Annual General

Consolidation • Stability • Focus 161

Meeting. Such notice of nominations should be sent via email to [email protected]
for the attention of the Company Secretary. The Securities and Exchange Commission’s Code of
Corporate Governance for Public Companies and Financial Reporting Council of Nigeria, Audit
Regulations, 2020 provides that members of the Audit Committee should have basic financial
literacy and should be able to read financial statements.

9. E-DIVIDEND/BONUS

Pursuant to the directive of the Securities and Exchange Commission, members are hereby
advised to open bank accounts, stock broking accounts and CSCS accounts for the purpose of
the payment of e-dividend/bonus.

10. PROFILES OF DIRECTORS FOR ELECTION/RE-ELECTION

Profiles of Directors standing for election or re-election are provided in the Annual Report.

11. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

Shareholders have a right to ask questions not only at Meetings, but also in writing prior to the
Meeting, and such questions must be submitted to the Company Secretary via email to gbeminiyi.
[email protected] not later than two [2] weeks before the date of the Meeting.

162 VFD Group plc 2021 Annual Report & Financials

Consolidation • Stability • Focus 163

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 FRIDAY, MAY
13, 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

164 VFD Group plc 2021 Annual Report & Financials

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. 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 unissued share capital of 173,315,090 ordinary shares of 50 kobo
each be and is hereby cancelled.

b. 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 Resolution 8[a] above, including replacing the
provision stating the authorized share capital with the issued share capital.

c. That pursuant to the above resolutions, that Clause 6 of the Memorandum
and Article 10 of the Articles of Association of the Company be and are
hereby amended to read as follows:

“The Share Capital of the Company is N63,342,455 [Sixty-Three Million, Three
Hundred and Forty-Two Thousand, Four Hundred and Fifty-Five Naira]
divided into 126,684,910 [One Hundred and Twenty-Six Million, Six Hundred
and Eighty-Four Thousand, Nine Hundred and Ten] ordinary shares of 50
kobo each”

Consolidation • Stability • Focus 165

RESOLUTIONS FOR AGAINST ABSTAIN

ORDINARY BUSINESS

d. 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.

e. That the Board of Directors of the Company be and is hereby authorized 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
6TH Annual General Meeting

ADMISSION CARD
Please admit the Shareholder named on this Card or his duly appointed proxy to the Annual General Meeting of the
Company to be held on FRIDAY, MAY 13, 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.

Name of Shareholder Address of Shareholder

Number of Shares Held Signature

6TH ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, MAY 13, 2022, AT RADISSON BLU ANCHORAGE HOTEL, 1A
OZUMBA MBADIWE AVENUE VICTORIA ISLAND LAGOS, AT 11.00 A.M.

166 VFD Group plc 2021 Annual Report & Financials





Consolidation • Stability • Focus 169





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