CHAMS : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

NOTICE OF THE 39TH ANNUAL GENERAL MEETING OF CHAMS HOLDING

COMPANY PLC

NOTICE IS HEREBY GIVEN that the Thirty-Ninth Annual General Meeting of CHAMS HOLDING COMPANY PLC (the "Company") will hold virtually via https://www.youtube.com/@chamsgroup/streams on the 21st day of June, 2023, at 10.00 a.m. prompt to transact the following business:

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the Year ended 31st December, 2022 and the Reports of the Directors, Auditor and Audit Committee thereon;
2. To elect/re-elect the following Directors. i. Election:
3. 1. To elect Sir Ayobola Abiola as a Non-ExecutiveDirector.
   2. To elect Mr. Mohammed Bashir Yunusa as a Non-Executive Director.
   3. To elect Mrs. Mayowa Olaniyan as the Group Managing Director of the Company.

1. 1. Re-election:
   2. 1. To re-elect Mr. Segun Oloketuyi retiring by rotation. The Director being eligible, offer himself for re-election.
      2. To re-elect Mrs. Olamojiba Bakare retiring by rotation. The Director being eligible, offer herself for re-election.
2. To authorise the Directors to fix the remuneration of the Auditors.
3. To disclose the remuneration of Managers of the Company.
4. To elect Members of the Audit Committee.

SPECIAL BUSINESS

To consider and if thought fit, to pass the following as ordinary resolutions:

6. "To approve Directors' remuneration."

NOTES

1. PROXIES

A member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote in his/her/its stead. A proxy need not be a member of the company. Consequently, members may nominate any of the Directors as proxy.

Executed proxy forms should be emailed to [e-mail] [e-mail] deposited at the office of the Registrars, No 2, Abebe Road, Iganmu, Lagos not later than 48 hours before the time of the meeting. A blank proxy form is included in the 2022 Annual Report & Accounts

which will also be available on the Company's website: www.chamsplc.comand

that of the Registrars, www.firstregistrarsnigeria.com. The Company has made

arrangements at its cost for stamp duty to be paid on the proxy forms.

2. VIRTUAL MEETING LINK

Further to the provisions of the Business Facilitation (Miscellaneous Provisions) Act, section 240 (2) of the Companies and Allied Matters Act 2020 (CAMA) was amended to enable Public Companies conduct their General Meetings electronically. This Annual General Meeting will be held virtually. The Virtual Link for the Annual General Meeting will be sent to all Shareholders via email and will be

available on the Company's website at www.chamsplc.com.

3. CLOSURE OF REGISTER

The Register of Members and Transfer book will be closed from 7th to 14th day of June, 2023 (both days inclusive) for the purpose of updating the Register of Members.

4. PROFILES OF DIRECTORS

The profiles of all Directors are contained in the Annual Report and are also

available for viewing on the Company's website, www.chamsplc.com.

5. AUDIT COMMITTEE

In accordance with Section 404(6) of the Companies and Allied Matters Act, 2020, any shareholder may nominate another shareholder for appointment to the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-One (21) days before the Annual General Meeting.

6. ELECTRONIC VERSION OF THE ANNUAL REPORT AND ACCOUNTS

Electronic versions of the 2022 Annual Report and Accounts are available online for viewing and download via the Company's website, www.chamsplc.com and that of the Registrar, www.firstregistrarsnigeria.com.

7. UNCLAIMED DIVIDEND

A list of unclaimed dividends will be circulated with the Annual Report and Financial Statements. Any shareholder affected by this notice is advised to write or to visit the office of the Registrars, First Registrars & Investors Services Limited, 2 Abebe Village Road, Iganmu, Lagos during normal working hours or via the e-

mail

addresses,

[e-mail]

or

[e-mail] resolve any issue they may have with

claiming the dividends.

8. RIGHTS OF SHAREHOLDERS TO ASK QUESTIONS

Shareholders have the right to ask questions not only at the meeting, but also in writing prior to the meeting, and such questions should be submitted to the Company Secretary not later than the 19th day of June, 2022 via the email address: [e-mail].

Dated this 22nd day of May, 2023

BY ORDER OF THE BOARD

YETUNDE EMMANUEL

Company Secretary

FRC/2018/NBA/00000018086

Chams Holding Company Plc

8, Louis Solomon Close

Victoria Island, Lagos