RC No. 6852JULIUS BERGER NIGERIA PLC

Notice of Annual General MeetingStatement of Financial Position

Statement of Pro�t or Loss or Other Comprehensive Income

These Financial Statements were approved by the Board of Directors on March 24, 2021 and signed on its behalf by:

Engr. Dr. Lars RichterManaging Director

FRC/2019/COREN/00000019602

Mr. Martin BrackFinancial Director

FRC/2014/ANAN/00000006481

Notice is hereby given that the 51st Annual General Meeting (AGM) of Julius Berger Nigeria Plc will be

held at the Shehu Musa Yar'Adua Centre, 1 Memorial Drive, FCT Abuja, on Thursday, June 17, 2021, at

11:00 a.m., to transact the following business:

Ordinary business

1. To lay before the Company in General Meeting, the Consolidated Financial Statements for the

period ended December 31, 2020, the Reports of the Auditors, the Directors of Julius Berger Nigeria

Plc (Directors) and the Statutory Audit Committee.

2. To disclose the remuneration of Managers

3. To declare a dividend.

4. To elect / re-elect Directors.

5. To authorise the Directors to fix the remuneration of the External Auditors.

6. To constitute the Statutory Audit Committee.

Special business

7. To consider and if thought fit, pass the following resolutions as ordinary resolutions:

7.1. That in accordance with Article 109 of the Articles of Association of the Company (Articles) and section

430 of the Companies and Allied Matters Act 2020, and all other applicable laws and regulations, the

Directors be and are hereby authorised to capitalise the sum of ₦8 million (eight million Naira), out of

the balance standing to the credit of the retained earnings of the Company, as at December 31, 2020,

and available for distribution, and to appropriate the said capitalised sum to the members holding

1.584 billion (one billion, five hundred and eighty-four million) ordinary shares of 50 Kobo each in the

capital of the Company and registered as at the close of business on May 28, 2020 (Transfer Date), on

the condition that the sum appropriated shall not be paid in cash but applied in paying up, in full, at par,

on behalf of such holders, 16 million (sixteen million) ordinary shares of 50 Kobo each (Bonus Shares)

which Bonus Shares shall be issued and allotted, credited as fully paid up, in full, at par to those

members in the proportion of one ordinary share of 50 Kobo for every 99 (ninety-nine) ordinary shares

of 50 Kobo now held by them, as at the Transfer Date, and which Bonus shares shall rank parri passu

in all respect with the existing ordinary shares of the Company except that such shares shall not rank

for dividend recommended by the Directors in respect of the year ended December 31, 2020.

7.2. That the Directors be and are hereby authorised to deal with fractional shares resulting from the

issuance of the Bonus Shares, as they deem fit pursuant to the extant laws, rules and regulations.

7.3. That the Directors be and are hereby authorised to give effect to the above resolutions upon the

receipt of the necessary permissions and approvals from the appropriate regulatory authorities.

8. To consider and if thought fit to pass the following resolution which will be proposed as special

resolution:

8.1. That the Memorandum and Articles of Association of the Company contained in the printed document

submitted to the meeting and for the purpose of identification initialled by the Chairman hereof, be

approved and adopted as the new Memorandum and Articles of Association of the Company in

substitution for and to the exclusion of the existing Memorandum and Articles of Association hereof.

By order of the Board,

Mrs. Cecilia Ekanem Madueke

Company Secretary

FRC / 2017 / NBA / 00000017540

10 Shettima A. Munguno Crescent

Utako 900 108 | FCT Abuja

May 10, 2021

▪ Mr. Mutiu Sunmonu, CON

▪ Alhaji Zubairu Ibrahim Bayi

▪ Mr. Ernest Chukwudi Ebi, MFR, FCIB, FIOD

▪ Mrs. Adebisi Oluwayemisi Bakare

▪ Mr. Patrick Ajudua

▪ Sir Sunny Nnamdi Nwosu, KSS

▪ Mr. Mathew Akinlade

▪ Mrs. Adetutu Ganiyat Siyanbola

▪ Hon. Bright Nwabughogu

▪ Mrs. Oludewa Thorpe

Each duly completed proxy form shall be counted as one and every member, present in person or by proxy,

shall have one vote. A proxy remains valid provided that no intimation in writing of death, insanity,

revocation or transfer shall have been received by the Company at the registered office, or the office of the

Registrars before the commencement of the meeting or adjourned meeting at which the proxy is used.

An objection to a proxy shall be made in due time and shall be referred to the Chairman of the meeting,

whose decision shall be final and conclusive.

Closure of Register of Members and Transfer Books

The Register of Members and the Transfer Books will be closed from May 31, 2021 to June 2, 2021, both

dates inclusive, for the purpose of dividend and scrip.

Appointment of members of the Statutory Audit Committee of the Company

Any member may nominate a shareholder as a member of the Statutory Audit Committee of the Company,

by giving notice in writing of such nomination to the Company Secretary, at least 21 days before the date of

the AGM.

Nominees to the Statutory Audit Committee must be compliant with the laws, codes, rules and regulations

guiding listed companies in Nigeria.

The information on shareholders nominated as members of the Statutory Audit Committee of the

Company would be made available on the Company's website www.julius-berger.com.

Amendments to the Memorandum and Articles of Association

The amendments made to the existing Memorandum and Articles of Association of the Company are

documented on the draft Memorandum and Articles of Association (Memart 2021) placed on the Investor

Relations Portal on the Company's website www.julius-berger.com.

Members are urged to visit the website to appraise themselves of the changes. In the alternative,

Members may visit the offices of the Registrars, Greenwich Registrars & Data Solutions Ltd., 274 Muritala

Muhammed Way, Ebute Metta 101 212, Lagos, or write to the Company Secretary at the address of the

registered office or the email address jbn.shareholders@julius-berger.com, to obtain a summary of the

changes made in respect of Memart 2021.

Right to ask questions

Members have a right to ask questions, in writing prior to the meeting, on their observations or concerns

arising from the AR & CFS 2020, provided that such questions in writing are submitted no later than June

11, 2021.

For ease of submission a dedicated email address, jbn.shareholders@julius-berger.com has been

created to receive submissions from shareholders.

Dividend

If the dividend recommended by the Directors is approved by the members, the dividend will be paid on

June 18, 2021, to members whose names appear in the Register of Members, as at the close of business

on May 28, 2021 (qualification date).

Unclaimed dividends

The Company notes that some dividend warrants sent to shareholders are yet to be presented for

payment and some shareholders are yet to mandate their bank accounts for the payment of e-dividends.

Therefore, all shareholders with "unclaimed dividends" should address their claim(s) to the Registrars,

Greenwich Registrars & Data Solutions Ltd., 274 Muritala Muhammed Way, Ebute Metta 101 212, Lagos,

or to the Company Secretary at the address of the registered office.

Members are being urged to avail themselves of the use of the forms provided to update their information,

particularly as it relates to the mandate of their dividend(s), and use of the Central Securities Clearing

System (CSCS).

Business of the Meeting

CAMA has introduced a new business to the agenda of meetings, "Remuneration of Managers".

The Companies Guidelines 2020 (Guidelines) issued by the CAC has defined a "Manager" in relation to

disclosure of remuneration at AGM to include any person by whatever name called occupying a position in

senior management and who is vested with significant autonomy, discretion, and authority in the

administration and management of the affairs of a company (whether in whole or in part).

The remuneration of managers is stated in Note 13, page 100 of the AR & CFS 2020.

Special Business

The CAC has approved that the matters under Special Business be tabled at the AGM.

Group Policy on Severance Pay for Non-Executive Directors

The above Policy, on page 148, approved at the 50th AGM, has been revised to include a second cap,

limiting the absolute pay-out to ₦25 million (twenty-five million Naira).

Electronic information

Relevant documents in connection with the AGM are available to all shareholders from the date of this

notice, on the Company's website www.julius-berger.com.

Proxy

Members of the Company, entitled to attend and vote, are entitled to appoint proxies to attend and vote in

their stead. A proxy need not be a member of the Company. A proxy form is provided with this Annual

Reports and Consolidated Financial Statements (AR & CFS).

To be valid for the purpose of the meeting, the form must be completed and deposited at the office of the

Registrars, Greenwich Registrars & Data Solutions Ltd., not later than 48 hours before the time appointed

for holding the meeting.

In view of the COVID 19 pandemic, the restrictions on gatherings and the social distancing measures

instituted by Governments, the Company has, under the guidelines issued by the Corporate Affairs

Commission (CAC), obtained the approval of the CAC to hold the AGM, taking advantage of S254 of

CAMA on the use of proxies, with attendance by proxies.

The proceedings of the meeting shall also be streamed, live and the link shall be made available online on

the Company's website www.julius-berger.com.

Members, entitled to attend and vote at the AGM, may wish to select any one of the underlisted as their

proxies, to attend and vote in their stead:

Report of the Independent Auditors

Notes

RC No. 6852JULIUS BERGER NIGERIA PLC