SPECIAL BUSINESS

To consider, and if thought fit, pass, with or without modification, the following sub-joined resolutions as special resolutions:

• ·  That the Company undertakes a capital raising exercise through the issuance of up to 1,579,058,099 ordinary shares, in the Nigerian and/or international capital markets, either as a standalone issue(s) or by the establishment of a capital raising programme(s), whether by way of Public Offerings, Private Placements, Rights Issues and/or other transaction modes, at price(s) determined through book building or any other acceptable valuation method or combination of methods at such dates, and on such terms and conditions as may be determined by the Board of Directors of the Company (the “Board”) subject to obtaining the requisite regulatory approvals;

• ·  The Company’s Share Capital be increased by the exact number of shares which will be offered under the capital raise upon the determination of the terms of the capital raise by the Board further to the above resolution;

• ·  Further to the above approvals, the Board be, and is hereby, authorized to: (a) pass the relevant resolutions increasing the Company’s Share Capital by the specific number of new ordinary shares required for the capital raise; and (b) allow such said number of new ordinary shares upon completion of the capital raising exercise;

• ·  That are the increase of the Company’s Share Capital and allotment of the new ordinary shares in accordance with resolutions above, the Memorandum and Articles of Association of the Company be amended as necessary to reflect the Company’s new Issued Share Capital;

• ·  That the Company be and is hereby authorized to raise additional capital of up to N15,000,000,000 (Fieen Billion Naira) directly and/or indirectly by such means as the Board may deem appropriate including via a special purpose vehicle, through the issuance of securities comprising convertible and/or non-convertible notes, green bonds, hybrid securities, or a combination of these or any other instruments, in the Nigerian and/or international capital markets, either as a standalone issue(s) or by the establishment of capital raising programme(s), whether by way of public offerings, private placements, rights issues and/or other transaction modes, at price(s), coupon or interest rates determined through book building or any other acceptable valuation method or combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions as may be determined by the Board, subject to obtaining the relevant regulatory approvals; and

· That the Board be and is hereby authorised to do all acts and things, and to approve, sign and/or execute all documents, perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions.

NOTE:

· PROXIES

A member of the Company entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote in his/her/its stead. A Proxy need not be a member of the Company. Consequently, members are entitled to appoint a proxy of their choice to represent them at the meeting. A form for proxy is supplied with the noces circulated to members and if it is to be valid for the purpose of the meeting, it must be duly completed, stamped and deposited at the office of the Registrars to Champion Breweries Plc, Africa Prudential Registrars Plc, 220 B, Ikorodu Road, Palmgrove, Lagos not less than 48 hours before the time of the meeting.

· SHAREHOLDERS’ RIGHT TO ASK QUESTIONS

Shareholders have a right to ask questions at the EGM and/or in writing prior to the EGM; Provided, that questions in writing shall be submitted to the Company Secretary at the Company’s head office or by email (insert email address), not less than 48 hours before the time of the meeting.

· CLOSURE OF REGISTER

The Register of Members of the Company will be closed from November, 11th 2024 to November, 15th 2024 (both dates inclusive) to enable the preparation for the EGM.

· LIVESTREAM OF EGM

The EGM will be streamed live online. This will enable shareholders and other relevant stakeholders who will not be attending the meeting physically to also be part of the proceedings. The link for the live streaming will be made available on the Company’s website: www.championbreweries.com and by the Registrars in due course.

· WEBSITE

This Notice is also available on the Company’s website at www.championbreweries.com .

Dated this 1st day of November 2024
Chief Tosan Atle Aiboni
Company Secretary/Legal Adviser
FRC No: FRC/2014/PRO/NBA/002/00000006228 Registered Office:

Industrial Layout,
Aka Offot, Uyo, Akwa Ibom State.