Industrial and Medical Gases Nigeria : & MEDICAL GASES NIGERIA PLC - NOTICE OF ANNUAL GENERAL MEETING (AGM)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 64th Annual General Meeting of Industrial & Medical Gases Nigeria Plc will be held at Radisson Hotel, 42/44 Isaac John Street GRA Ikeja, Lagos State, on Friday, June 28, 2024 at 11.00am for the following purposes:

ORDINARY BUSINESS

1. To receive and approve the Audited Financial Statements for the year ended 31st December 2023 together with the Reports of the Directors, External Auditors and Audit Committee thereon;
2. To declare Dividends;
3. To elect Directors;
4. To authorize the Directors to fix the remuneration of the Auditors;
5. To disclose the remuneration of Managers of the company in compliance with Section 257 of CAMA 2020;
6. To elect/re-elect members of the Statutory Audit Committee.

SPECIAL BUSINESS

7. To approve the Remuneration of Directors.

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. A proxy need not be a member of the Company. A proxy form is enclosed herewith. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of the Company's Registrars, First Registrars & Investor Services Limited, Plot 2 Abebe Village Road, Iganmu, Lagos, P.M.B. 12692, Marina, Lagos or via e-mail:[e-mail] later than 48 hours before the time of the meeting. The Company has made arrangements to bear the cost of stamping the proxy forms submitted within the stipulated timeline.

2. DIVIDEND PAYMENT AND CLOSURE OF REGISTER OF MEMBERS:

If the dividend recommended by the Directors is approved, dividend will be paid on Tuesday, July 2, 2024 to shareholders whose names are registered in the Company's Register of Members at the close of business on Thursday, June 13, 2024. Notice is therefore hereby given that the Register of Members and Transfer Books of the Company will be closed from Friday, June 14, 2024 to Friday, June 21, 2024 both dates inclusive, to enable the preparation and payment of dividend.

3. NOMINATIONS FOR THE AUDIT COMMITTEE

The Audit Committee consists of 3 Shareholders and 2 Non-Executive Directors. In accordance with Section 404 of the Companies and Allied Matters Act, 2020, (CAMA) any member may nominate a shareholder for election as a member of the Audit Committee by giving in writing, notice of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. We request shareholders to note Section 404 (5) of CAMA which provides that "All members of the Audit Committee shall be financially literate, and at least one member shall be a member of a professional accounting body in Nigeria established by an Act of the national Assembly". We therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.

4. UNCLAIMED SHARE CERTIFICATES AND DIVIDEND WARRANTS

Several dividend warrants and share certificates remain unclaimed or are yet to be presented for payment or returned to the Company for revalidation. Shareholders who have not received their certificates or dividend warrants are therefore advised to contact the Company's Registrars at the address stated above.

5. RE-ELECTION OF DIRECTORS

In accordance with the Company's Article of Association and S285(1) and (2) of the Companies and Allied Matters Act 2020, Mr. Aminu Ado, Mrs. Adebola Oluwadeyi and Mr. Ishaya Danjuma will retire by rotation and being eligible, will be offering themselves for re-election. Their profiles and details of attendance at Board and Committee meetings are contained in the Corporate Governance Report and Report of Directors.

6. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

Pursuant to Rule 19.12 (c) of Nigerian Exchange Limited's Rulebook, please note that it is the right of every shareholder to ask questions not only at the meeting but also in writing prior to the meeting. We urge that such questions be submitted to the Company Secretariat not later than two weeks before the date of the meeting.

7. ELECTRONIC ANNUAL REPORT:

The soft copy of the 2023 Annual Report can be accessed on our website sent to our shareholders who have provided their email addresses to the are interested in receiving the soft copy of the 2023 Annual Report [e-mail]

Dated 15 April 2024

BY ORDER OF THE BOARD

www.img-ng.comand will be Registrars. Shareholders who should request via email to:

Aderonke Segun-Alabi ACIS	Registered Office
FRC/2021/002/00000024129	Plots 1-3, Block H, Apapa-Oshodi Expressway
Company Secretary	Oshodi, Lagos.