May 17, 2024/NGX

This is to notify the Nigerian Exchange Limited (NGX) and the investing public that the below-joint resolutions were presented to the Shareholders for approval at the Court-Ordered Company Meeting held on Wednesday, 15th May 2024.

Resolutions

1. The Scheme as contained in the Scheme Document dated March 22, 2024, a printed copy of which has been submitted to the meeting and for identification endorsed by the Chairman, with or subject to such modification, addition, or condition agreed at this meeting and approved or imposed by the Court, be and is hereby approved.

2. The Directors are authorised to consent to any modifications of the Scheme that the Federal High Court or any regulatory authority may deem fit to impose and approve.

3. Subject to the sanction of the Court, the assets and liabilities of Bagco Division set out in Annexure I to the Scheme, including but not limited to licenses, contracts, intellectual property rights, and litigations, will be carved out from Flour Mills’s books and transferred to its wholly owned subsidiary, Bagco Industrial Solutions Limited, for business operations.

4. Upon the scheme becoming effective, all Flour Mills’ Packaging Division and Bagco Division employees will become Bagco Industrial Solutions Limited employees under the Scheme and the Court order terms.

5. Upon the scheme becoming effective, Bagco Division will cease to be a division of Flour Mills, and the business will be operated by Bagco Industrial Solutions Limited, pursuant to the terms of the Scheme and the Court order; and

6. The Board of Directors of Flour Mills of Nigeria Plc be and is hereby authorised to take all actions that may become necessary to effect the Scheme of Arrangement