December 14, 2022
RESOLUTION PASSED AT EXTRAORDINARY GENERAL MEETING OF DANGOTE CEMENT PLC
This is to inform the Nigerian Exchange Limited (“Exchange”) and the Public, that the Extraordinary General Meeting (“EGM”) of Dangote Cement Plc (“the Company”) was held at Eko Hotel and Suites, Plot 1415 Adetokunbo Ademola Street, Victoria Island, Lagos, Nigeria on Tuesday, the 13th day of December 2022 at 11:00 am (WAT) prompt and the following sub-joined resolutions set out in the Notice of Meeting were put to the shareholders and duly passed as special resolution:
(A) “That, the Company be and is hereby authorized to undertake a share buyback of up to 10% of its issued shares as of the date of this resolution (excluding any treasury shares in the Company’s share capital), on such terms and conditions, in such volumes and at such times as the Board of Directors (“Board”) deems fit, provided that the authority granted herein shall continue to be in force until the Company has acquired up to an aggregate 10% of its issued shares as stated above.
(B) That, unless otherwise required under applicable laws and regulations or directed by the appropriate regulatory authorities, the Company may cancel such number of issued shares repurchased pursuant to the share buyback or otherwise held by the Company in its issued share capital, as confirmed by the Company’s registrar, and to diminish the amounts of its share capital by the amount of the shares so cancelled, in accordance with all applicable laws and regulations.
(C) That, the Memorandum and Articles of Association of the Company be amended (as applicable), upon completion of the share buyback, to reflect the Company’s share capital, following the cancellation (if any) of the shares acquired and/or otherwise held by the Company.
(D) That, the Board be and is hereby authorised to do all such acts and deeds as well as take all such steps (including but not limited to executing such agreements and documents, appoint professional advisers and other parties, complying with directives of any regulatory authority) which may be incidental, ancillary, supplemental, or otherwise necessary to give full effect to the above resolutions and for the aforesaid purpose, on behalf of the Company.”
For: DANGOTE CEMENT PLC
Acting Company Secretary