PZ Cussons Nigeria: PZ CUSSONS NIGERIA PLC.- NOTICE OF ANNUAL MEETING PROCEDURES AND CHANGES IN THE BOARD OF DIRECTORS

LAGOS, JANUARY 27, 2023

PZ CUSSONS NIGERIA PLC – NOTICE OF ANNUAL AGM PROCEDURES AND CHANGES IN THE BOARD OF DIRECTORS

PZ Cussons Nigeria PLC (“the Company”) announces that the company’s 74th Annual General Meeting, held at 11:00 am at Transcorp Hilton, FCT, Abuja, on Wednesday, January 25, 2023, passed all resolutions that were presented to him.

Specifically, the General Meeting approved:

• The audited financial statements of the Company for the year ended May 31, 2022, and the reports of the Auditors and the Audit Committee.
• The Board’s recommendation to declare a dividend of N4,000,000,000.00 representing a payment of N1.01 per ordinary share

The General Meeting also approved the re-election and election of the following directors:

• Re-electionof Mrs. Ifueko M. Omoigui Okauru as Director
• Election of Mr. Kevin Massie as Director
• Election of Mr. Duncan Anniss as Director
• Election of Mallam Ballama Manu as Director
• Election of Ms. Oluwatoyin Odutayo as Director

Mr. Gbenga Oyebode, having failed to offer himself for re-election at the Company’s 74th Annual General Meeting, withdrew from the Board of Directors as Chairman and Non-Executive Director of the Company effective January 25, 2023. Wishes the Company and the The board thanked him for his work in enabling the turnaround of the business.

In accordance with the recently adopted Board Charter and good corporate governance practices, Mr. Paul Usoro, a non-executive director and Chairman of the Governance and People Committee, has also retired from the Board after serving as a director for nearly 12 years. years. The Company thanked Mr. Usoro for his dedicated service to the Company and wished him well in his future endeavors.

The Annual General Assembly also:

• Approved the remuneration of Directors
• Authorized the Directors to set the remuneration of the auditors
• The following shareholders were elected as members of the Audit Committee
• 1. Hon. Bright Nwabughogu
  2. Mr OI Obarinde
  3. Mr. Owoeye Olusegun Emmanuel
• The following Directors were nominated to represent the Board on the Audit Committee:
  1. Ms. Ifueko M.Omoigui Okauru MFR
  2. Mallam Ballama Manu

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• Authorized the disclosure of the remuneration of Managers
• He authorized the special resolutions that are presented to him.

At a Board meeting that was convened immediately after the conclusion of the Annual General Meeting, the following decisions were made:

• Mrs. Ifueko M. Omoigui Okauru was appointed as President of the Board of Directors, the first woman to chair the Company’s board of directors. Her term is effective January 25.
  2023.
  Ifueko Okauru joined the Board of PZ Cussons Nigeria Plc on April 1, 2021. She is a chartered accountant, change management and strategy consultant, and a business director with a stellar profile in the public and private sectors.
  He spent more than a decade at Arthur Andersen & Co, where he led the firm’s successful strategy practice. Subsequently, she emerged as the first female executive president of the Federal Internal Revenue Service (FIRS). She currently serves on the boards of MTN Nigeria Plc and Nigerian Breweries Plc. as a non-executive director and on the boards of AfyaCare Ltd and ReStraL Ltd. as Chairman. She co-founded and also runs Compliance Professionals Plc, a company that advises on compliance and governance matters, as well as helping state governments increase revenue while providing services. Prior to her appointment as Chair, Ms. Okauru served as Chair of the Audit and Risk Committee, Chair of the Statutory Audit Committee and a member of the PZ Cussons Governance and People Committee, roles she has now stepped down in accordance with good corporate practices. governance.
  Ifueko has an MPA from the Harvard Kennedy School, an MBA from Imperial College London and a BA in Accounting (First Class) from the University of Lagos. She is a member of the board of directors of DAGOMO Foundation Nigeria and a member of the Institute of Chartered Accountants of Nigeria (ICAN), a member of the Chartered Institute of Taxation of Nigeria and a member of the Institute of Compliance of Nigeria.
• To fill the positions vacated by Ms. Okauru following her appointment as President, and the vacancy created by the departure of Mr. Paul Usoro, former Chairman of the Governance and People Committee,
• • Mallam Ballama Manu has been appointed to chair the Audit and Risk Committee of the Board of Directors
  • Oluwatoyin Odutayo was appointed to chair the Board’s People and Governance Committee.

To fill the vacancy, created by the resignation of Jacqueline Ezeokwelume, Company Secretary, which will take effect at the end of January 26, 2023, Temitope Oluwatosin, Deputy Company Secretary, has been appointed Acting Company Secretary effective on January 27, 2023.

Panagiotis Katsis

Executive Director

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