OKOMU OIL PALM : RESOLUTIONS PASSED AT THE 44TH AGM OF THE OKOMU OIL PALM COMPANY PLC

	THE OKOMU OIL PALM COMPANY PLC
		RC: 30894-
		Okomu - Udo, Ovia South West L.G.A
		P.M.B. 1449, Benin City.
Lagos Office:		Edo State, Nigeria.
Tel: [phone]		E-Mail:[e-mail],[e-mail]
E-mail: [e-mail]	Web:www.okomunigeria.com

Benin, 27th May 2024.

RESOLUTIONS PASSED AT THE 44TH ANNUAL GENERAL MEETING OF THE OKOMU OIL PALM COMPANY PLC

This is to inform Nigerian Exchange Limited and the investing public that at the 44th Annual General Meeting of the Okomu Oil Palm Company Plc, held at Transcorp Hilton Hotel, 1 Aguiyi Ironsi, Abuja, on the 23rd of May 2024, by 10:00 am, the following resolutions were proposed and duly passed:

ORDINARY BUSINESS:

1. The Audited Financial Statements for the year ended 31st December 2023, together with the report of the Directors, Auditors and the Audit Committee thereon was received.
2. That a dividend of N13,354,740,000 that is N14 per share, subject to withholding tax at the appropriate rate, be and is hereby declared payable on the 23rd of May 2024, to all shareholders whose names appear on the register of members as at the close of business on 25th of April 2024.
3. Election/Re-electionof Directors:
4. 1. That the appointment of Chief Osaro Idah as a Non-Executive Director be and is hereby ratified.
   2. That the following Directors of the Company, be and are hereby re-elected as Non-Executive Directors:

1. • Mr. Gbenga Oyebode
   • Mr. Regis Helsmoortel
   • Mrs. Vivien Shobo.
2. That the Directors be authorized to fix the remuneration of Auditors
3. The remuneration of Managers of the Company was disclosed to members at the meeting
4. That the following be and are hereby elected as shareholders' representatives on the Statutory Audit Committee of the Company:
5. • Mr. Moses Igbrude
   • Rev. Andrew Imadu
   • Mr. Victor Odeh

Below two (2) directors were appointed to represent the Board on the Committee.

• Mrs. Vivien Shobo (Independent Non-Executive Director)
• Mr. Regis Helsmoortel (Non-Executive Director)

Directors: G. Oyebode M.F.R (Chairman), G.D Hefer (South African) Managing Director, Dr. I. Chevalley (INED), P.A.E Eguasa JP, H. Fabri (Belgian), P. Fabri (Belgian), R. Helsmoortel (Belgian), A. Arhainx (French) Finance Director, Mrs. V. Shobo (INED), J. Bastrup-Birk INED)

	THE OKOMU OIL PALM COMPANY PLC
		RC: 30894-
		Okomu - Udo, Ovia South West L.G.A
		P.M.B. 1449, Benin City.
Lagos Office:		Edo State, Nigeria.
Tel: [phone]		E-Mail:[e-mail],[e-mail]
E-mail: [e-mail]	Web:www.okomunigeria.com

SPECIAL BUSINESS:

1. That the Directors' emoluments in respect of fees amounting to N171,424,000 for the year ended 31st December 2023, be and are hereby ratified.
2. That a general mandate be and is hereby given authorizing the Company to enter into recurrent related party transactions necessary for the Company's day to day operations, including the procurement of goods and services, on normal commercial terms in compliance with the NGX Rules Governing Transactions with Related Parties or Interested Persons.
3. That the Articles of Association of the Company be and is hereby altered by deleting Article 64 and substituting same with a new article as follows:
   Article 64:
   'The Company shall in each calendar year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Any other general meetings held within the year shall be called "Extraordinary General Meetings". The General
   Meetings of the Company may be held physically and/or electronically, as determined by the directors and both types of general meetings if determined to be held physically, shall be held within Nigeria.'

……………………………………

Chukwuebuka Omerole

Company Secretary

Directors: G. Oyebode M.F.R (Chairman), G.D Hefer (South African) Managing Director, Dr. I. Chevalley (INED), P.A.E Eguasa JP, H. Fabri (Belgian), P. Fabri (Belgian), R. Helsmoortel (Belgian), A. Arhainx (French) Finance Director, Mrs. V. Shobo (INED), J. Bastrup-Birk INED)