February 28, 2025/Futureview Update

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Summary of the Court-Ordered Meeting Notice for Notore Chemical Industries Plc

This notice informs shareholders of Notore Chemical Industries Plc about a Court-Ordered Meeting scheduled for March 27, 2025, at Federal Palace Hotel, Lagos, as directed by the Federal High Court of Nigeria (Lagos Division). The purpose of the meeting is to consider and approve a Scheme of Arrangement involving the company’s shares.

Key Points from the Notice:

1. Court’s Directive:
   • The Federal High Court has ordered this meeting under Section 715 of the Companies and Allied Matters Act (CAMA) 2020 to deliberate on a proposed Scheme of Arrangement.
2. Meeting Details:
   • Date & Time: March 27, 2025, at 11:00 AM (Registration starts at 9:00 AM).
   • Venue: External Ballroom Hall, Federal Palace Hotel, Victoria Island, Lagos.
   • Eligible Shareholders: Those recorded in the Register of Members as of March 14, 2025.
3. Scheme of Arrangement:
   • Shareholders will receive ₦62.50 per share in exchange for their shares.
   • Kwararafa Africa Limited will acquire all the company’s shares.
   • Once completed, Notore’s shares will be delisted from the Nigerian Exchange (NGX).
4. Resolutions to be Passed at the Meeting:
   • Approval of the Scheme of Arrangement (with possible modifications from regulators).
   • Transfer of legal ownership of shares to Kwararafa Africa Limited.
   • Court sanctioning and submission of necessary documents to Corporate Affairs Commission (CAC).
   • Cessation of trading of Notore shares on NGX and transfer of shares to Kwararafa Africa Limited.
   • Authorization for the Board of Directors to make necessary modifications to the scheme if required.
5. Voting Process:
   • Voting will be by poll.
   • Shareholders can vote in person or appoint a proxy to vote on their behalf.
   • Kwararafa Africa Limited, Notore Chemical Industries (Mauritius) Ltd., and TY Holdings Ltd. will not vote in the meeting, as per NGX regulations.
6. Proxy Appointment:
   • Proxy forms are available and must be submitted to DataMax Registrars Limited at least 24 hours before the meeting.
   • Even if a proxy is appointed, a shareholder can still attend and vote in person.
7. Outcome & Next Steps:
   • The Chairman of the Meeting (Mr. Thomas Etuh or a replacement director) will report the meeting results to the Court.
   • The Scheme will take effect only after final approval from the Court.

What This Means for Shareholders:

• If approved, Notore Chemical Industries Plc will become a privately held company as all shares will be transferred to Kwararafa Africa Limited.
• Shareholders will be paid ₦62.50 per share as consideration for the transfer of their shares.
• Notore’s shares will be removed from public trading on NGX after the deal is finalized.

This meeting is crucial for shareholders who want to vote on the Scheme and understand its impact on their investment.