OANDO PLC - Results of Annual General Meeting

Results of Annual General Meeting

 Oando PLC
 (Incorporated in Nigeria and registered as an external
 company in South Africa)
 Registration number: RC 6474
 (External company registration number
 2005/038824/10)                                               
 Share Code on the JSE Limited: OAO
 Share Code on the Nigerian Stock Exchange: UNTP
 ISIN: NGOANDO00002

December 18, 2024
Lagos, Nigeria

RESULTS OF THE 45th ANNUAL GENERAL MEETING

The following resolutions proposed in the notice to shareholders, were unanimously
passed at the 45th Annual General Meeting of Oando Plc (the Company) held at 10:00
am Nigerian Time on Tuesday, December 17, 2024:

1. Deeming Resolution for the 45th AGM of the Company
   The 2022 and 2023 Audited Financial Statements were received by the shareholders.

2. Re-appointment of Auditors
   To re-elect BDO Professional services as the Company's Auditors in relation to the
   audit of the financial statements of the company for the year ended December 31,
   2024, and the year ended December 31, 2025, to hold office until the next general
   meeting.

3. Election of Directors
   The following directors whose term expired, were elected as Directors of the Company
   with effect from November 25, 2024:

   i.      Mr. Ken Igbokwe, and
   ii.     Mr. Bashir Bello.

4. Re-election of Directors
   The following directors who retired by rotation, were re-elected as Directors of the
   Company:

   The following Directors were re-elected –
   i.     Mr. Ike Osakwe,
   ii.    Mr. Ademola Akinrele, SAN, and
   iii.   Mr. Adeola Ogunsemi.
5. Election of Members of the Audit Committee
   The following persons were elected as members of the Audit Committee for the 2024
   and 2025 Accounts:


   i.     Mr. Ike Osakwe,
   ii.    Mr. Ken Igbokwe
   iii.   Dr. Anthony Omojola
   iv.    Mr. Olusegun Oguntoye
   v.     Mrs. Faith Ekelikhotse George


6. Approval of the remuneration of Non-Executive Directors
   The remuneration of the Non-Executive Directors of the Company was fixed at
   N5,000,000 per annum for the Chairman and N 4,000,000 each per annum for all
   other Non-Executive Directors with effect from 1 January 2024, which fees are
   payable quarterly in arrears.

7. Mandates Authorizing Transactions with Related Parties/Interested Persons
   A general mandate was given, authorizing the Company to procure goods, services
   and financing and enter into such incidental transactions necessary for its day-to-day
   operations with its related parties or interested persons on normal commercial terms
   consistent with the Company's Transfer Pricing Policy. All transactions falling under
   this category which were entered into earlier prior to the date of the meeting were
   ratified.

8. Financial Restructuring
   A favorable resolution was given to the financial restructuring of the Company, in
   compliance with the Companies and Allied Matters Act. In order to address and
   improve the Company's financial health and long-term viability, the board of directors
   is authorized to implement the following remedial actions and undertake all necessary
   and incidental activities required to effect the proposed restructuring and complete the
   following transactions, with modifications:

   A. Debt Transfer and Modification: That the repayment of long-term receivables owed
      to the Company's subsidiaries by related entities be accelerated and novated to
      the Company (with or without modifications), to consolidate receivables within the
      Group and improve financial clarity and Management.

   B. Debt-To-Equity Swap and Settlement: That the Company accepts Shares as
      settlement for the debts owed to it by the borrowers, further to sub-resolution (A)
      above, thereby reducing overall receivables and enhancing financing clarity.

   C. Distribution: That the Company may cause shares received pursuant to sub-
      resolution (B) above, and/or the cash equivalent, to be distributed to its
      shareholders on record at date(s) as may be determined by the Board of Directors
      prior to any distribution, from time to time, on a pro-rata basis.


For: Oando PLC

Ms. Ayotola Jagun
Chief Compliance Officer & Company Secretary

JSE Sponsor to Oando
Questco Corporate Advisory Proprietary Limited

Date: 18-12-2024 11:55:00
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