CERTIFICATE NO, THE FEDERAL REPUBLIC OF NIGERIA COMPANIES AND ALLIED MATTERS ACT, 1990 COMPANY LIMITED BY SHARES MEMORANDUM 5 | FEQ 2020 oeON “A THE FEDERAL REPUBLIC OPNIGERIA COMPANIES AND ALLIED MATTERS ACT CAP L.F.N. 2004 COMPANY LIMITED BY SHARES» % The Name of the Company is: DANGOTE CEMENT PUBLIC LIMITED COMPANY \ The Registered office of the Company will, be situated in Nigeria. ~~ ey The objects for which the Company is established are: . \ a. To carry on all or any of the business manufacturers. ohvand dé workers in cement, lime, plasters, whiting, clay stave «sity earth, coke, fuel, artificial stone and builders requisitSe' and of all kinds and of engineers, ship, barge, lighter and \yuek’ owners, builders, general contractors and carriers b. To construct plant(s) for the preparation manufacture co ol 4 distribution of cement and related products, ‘To acquire upon such terms as the directors think fit any interest in any ‘and from which may be extracted limestone, clay or other substance required in the business of cement manufacturing and production and to buy) hire of manufacture all machinery used for the extraction of the above substances, 4 To prospect, explore open and work claims mines, drill and sink shafts or wells and raise, pump, dig and quarry for time, gypsum and all cement ‘elated minerals, gold, silver, mineral cress, diamonds and precious stones, Oil, petroleum coal, earth and other substance. ® To Purchase or otherwise acquire equipment to carry on the manufacturer Of Bricks, stone or other building materials of any kind whatsoever and all implement machinery bulldozers tractors cranes transport vehicles Scaffolding and all things used by builders and contractors, ‘To consult and co-operate with the appropriate Federal Government and private Organization on ways of imy instotry, 8. To buy, underwrite, invest in Subscribe for acquire debentures, debenture stock, bonds, obligationsState or Local and to sell, deal in or turn to account the same and to Sxercise and enforce all rights and powers conferred by or incident to the ownership thereof, h. To establish, develop carry on and turn to account, mines, quarries, stone cutting works, stone polishing works, workshop for carpentry and tor Plumbing, electrical and sanitary products smithies, floor titles and block factories and factories for the manufacturer of clay, wood, metal stone, marble, cement, glass, asphalt gypsum, lime and all ornamental products and materials, 1. To provide facilities at different locations for the storage, warehousing, Carriage and distribution of the company’s merchandise. J. To construct, equip, maintain and work vehicles, motor coaches or other vehicles appropriate for the carriage of personnel, passengers or goods and fo carry on the business of proprietors and carriers of passengers. k. To construct garages and store houses and other buildings for the housing ‘maintenance and repair of vehicles, the storage of fuel and other oil and substances required for the working of the said vehicle. {To undertake al forms of physical construction Particularly building electrical mechanical and civil engineering works for the Purpose of enhancing the business of the company. ™. To purchase or otherwise acquire and fixed and/or movable machinery, tools engine builders, plant, implement patterns, stock in trade patents and Patent rights, convenient to be used in the trade or business of engineers builders smith or machinists, To erect, construct, lay down, enlarge, carry on, maintain, improve, alter, manage, work, operate, control and superintend any road, railways tramways, siding, canals, reservoirs, dams, water works, water courses, wells, pipelines, bridges, piers wharves, docks, harbours, airfields, saw and other mills, hydraulic works, furnaces, factories, gas works, refineries, laboratories, building, communication, cableways, telephones and telegraph systems, works, plants, stools and machinery, irrigation, reclamation and sewage system and to contribute subsidies the ‘Srestion, senetruction, laying down, enlargement, cary improvement alteration, management, work SUperintendence of any of the above and to t 3 WON hire, dispose of ores ander and an sich, O> otherwise deal with all or any of the same, j terms as the company may think fit. 3© To erect, construct, fit up, furnish, enlarge, carry on, maintain, improve, alter manage, work operate, control and superintend iron and steel foundries and works, factories offices, houses, housing estates, establishments, stores, mills, warehouses, go downs, places of entertainment, hotels, flats and buildings of all description and to let, spose of or turn to account all or any of the same on such terms as the Company may think fit and to contribute to or subsidize the erection, construction fitting up, furnishing, enlargement, maintenance, improvement, alteration, management, working, operation, and superintendence by any of the above. P. To generate and accumulate steam, electricity, electromotive atomic and other sources of heat, light or power and to distribute and sell or otherwise dispose of same in such manner or no such terms as the company may think fit. % To carry on the business and to act as merchant, importers, exporters, traders, brokers dealers in cement and other products, ' To carry on any other business (whether manufacturing or otherwise which may profitably or usefully be combined with any of the said business, which may seem to the company capable of being carried on in connection with, or in connection with all the before mentioned objects, or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property of rights $ To acquire, hold and deal with any of the following classes of property: 1 ii, iii, iw The whole or any part of the business, Soodwill, property, book-debt, &Ssets and abilities of any government, corporation, firm or Person, 9) Carrying on any business which the company is authorized to carry on; or ®) Possessed of property which can be used for the purpose of the company. Plant, machinery, tools and utensils of all descriptions Land of every tenure, building, easements, rights and liberties over or arising from or in any way related to land or any descriptio 4ii. iti, iv, vi. vii. ix, xi. Femunerate any parties for services rendered in or about the Promotion and establishment of the company. To draw, accept and negotiate bills of exchange promissory notes and other negotiable transferable instrument or securities. To borrow money or receive money on deposit either without Security or secured by each debenture, mortgages license and other securities as the law for the time being allows charged on the undertaking or on all or any of the assets of the company, both present and future including its uncalled capital and issued upon such terms as to Priority or otherwise and in such manner and in such amounts as the company shall think fit and to Purchase redeem or pay off any such securities, To guarantee or become liable for the payment of money, or for the performance of any obligation by any governments, Corporations, firms or persons and generally to transact all kind of guarantee business, To lend money with or without security and to invest money of the company in such manner as the Directors shall deem fit. To enter into arrangements for partnership joint working in business, or for sharing of profits, or for amalgamation with any business within the object of this company. TO procure the company to be registered, incorporated or otherwise duly constituted or recognized according to the law in any country, state or place. To apply for the grant of any rights, privileges licenses, concession, permissions and consents of any purposes connected with business which the company is authorized to carry on, and f© oppose the grant of any similar right Privileges licenses, Concessions, permissions and consent,4, 5. in Utle of the company, and the wives, widows and famities of Such persons, by the grants of money or other aid, or by the Promotion, formation and contribution of Money to provident, benefit, pension and other welfare or benevolent scheme or by the establishment and contribution of money to funds, institutions clubs, societies and hotels or otherwise as the company may think fit. xl To support or subscribe to or otherwise aid patriotic, benevolent, charitable, national, artistic educational, useful or other institutions of objects of a public character. xii. To distribute in specific asset of the company properly distributable amongst the members. XWv. The objects set forth in any sub-clause of this clause shall not except where the content expressly so requires, be in anywise limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the company. None of such sub-clauses, or the object therein specified or the Powers thereby conferred shall be deemed subsidiary or auxiliary merely to be the objects mentioned in the first sub- Clause of this clause, and the company shall have full Power to exercise all or any of the powers conferred by any part of this Clause, and notwithstanding properties, acts proposed to be transacted, acquired, dealt with or performed do not fall within the objects of the sub-clause of this clause, 4 To do all or any of the things herein before authorised, either alone or in ‘conjunction with or as factors, trustees, contractors or agents for those, or by or through factors, trustees, contractors or agents and the intension is ¥+ Te de all stich other things as are incidental or conducive, of the above object or any of them, The company is a Public Company. The liability of the members is limited by shares.6 The Share Capital of the Company is N10,000,000,000 (Ten Billion Naira) divided into 20,000,000,0000 (Twenty Billion) Ordinary shares of 50 kobo each, NAMES, ADDRESSES AND NO. OF SHARES | SIGNATURE DESCRIPTION OF SUBSCRIBERS | TAKEN BY EACH SUBSCRIBER Hon. Commissioner for Commerce and Industry, Lokoja. Kogi State. 30,000,000 SIGNED For and behalf the people of Kogi State. Director-General Ministry of Commerce and industry, Lokoja. Kogi State. For and behalf of the people of Kogi State. Attomey General and Commissioner for Justice, Lokoja, SIGNED Kogi State. For and behalf of the people of Kogi State. 30,000,000 Commissioner for Finance, Lokoja, Kogi State for and on behalf of the SIGNED people of Kogi State. 30,000,000 Director General, Ministry of Finance, Lokoja, kogi State. SIGNED For and behalf of the people of 30,000,000 kogi State. | Chairman Board of Internal | Revenue. SIGNED Lokoja, kogi State 30,000,000 For and on behalf of people of kogi State. Director of industry Ministry of Commerce and Industry, 30,000,000 SIGNED Lokoja, Kogi State. For and behalf of the people of Kogi State. DATED this @& day of Ay » 2018 Witness to the above signatures: ame: BASHIR ABUBAKAR | - adie rgsBLOCK C50, BRICK CITY ESTATE, PHASE, KUBWA, ABUUA ‘Occupation: LEGAL PRACTITIONER j AND THE DUTY THEREON 1:0 aston | co (ABSESSED AccORDiNe COMMISSIONER OF Stapp Poss,Rs MEMORANDUM OF ASSOCIATION OF e DANGOTE CEMENT PUBLIC LIMITED COMPANY. van z 1. Subject as hereinafter provided, the Regulation contained in part IWof Table ZA’ jn the First Schedule to the Companies and Allied Matters Act 2004 shall apply to the company. INTERPRETATION 7 nn . 2. (a) _In this regulation the Act means the Companies and Alliéd Ma Cap C20 2004, SS a (b) Unless the context requires, words and éxpr regulation bears the same meaning as in th PUBLIC COMPANY TRANSFER AND TRANSMISSION 4. Subject to the provisions hereinafter contained, shares in the company shall be transferable by written instrument in the common form signed by both the tfansferor and the transferee and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in of members in respect thereof. aA fee exceeding twenty-five kobo is Paid to the company in respect thereof; and The instrument of ‘transfer is accom; anied by tl ic shares to which it relates, and such evidenee rs the areca ete reasonably require to show Tight of the transferor to make the transfer > and if the directors refuse to register a transfer of any shares they ithin two. months after the date on which the transfer. ‘was lod tithe Company send to the transferee notice of the refusal. O5FEB 2029 08 |10, is 12. 13. The personal representatives of a deceased sole holder of a share shall be the only persons recognized by the company as having any title to the share. In the case of a share registered in the names of two or more holders, the survivor shall be the only persons recognized by the company as having any title to the share. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member tn Tespect of the share, be entitled in respect of it to exercise any rights conferred by membership in relation of meetings of the company. ALTERATION OF CAPITAL The company may from time to time, by ordinary resolution increase the share capital of the company by such sum to be divided into shares of such amount as the resolution shall prescribe. Except so far as otherwise provided by the conditions of issue or by these Presents any capital raised by the creation of new shares shall be considered Part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls, instalments, transfer and transmission, forfeiture, lien, surrender and otherwise. Subject to the provisions of the Act, the Company may, whenever it considers Xt expedient to do so, by special resolution, reduce its share capital, including any capital redemption reserve fund or any share premium account. such aggregate number of reduced shares shall be of such amount, divided into Shares of such respective amounts as the Company may direct, either by way of diminution of liability of unpaid share capital and/or cancellation of paid- up share capital, or any other method permissible by law. The share capital of the Company may also be reorganized or reconstructed in any manner permissible by law. PURCHASE OF OWN SHARES applicable to the Company including any rules and regulations made pursuant thereto, the Company may purchase its own ‘shares (including any redeemable shares). wen LN f Passing bi. Special h in writi ie the | and a meeting for the company other than an annual general medOu gs days’ notice in writing at the least, . ay ‘ure 914, 15. 16. 17. 18. 19. The notice shall be exclusive of the day on which it is served or deem to be served and the day for which it is given and shall specify the place, the day and the hour of the meeting and, in case of special business, the general ature of that business shall be given, in a manner if any, as may be Prescribed by the company in general meeting to such person as are; under regulation of the Company, entitled to receive such notices from the company: Provided that a meeting of the company notwithstanding that it is called by shorter notice than that specified in the regulation, be deemed to have been duly called if it is so agreed: (a) In the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and vote thereat; and (b) In the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right. The accidental omission to give notice of a meeting to or non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting. PROCEEDINGS AT GENERAL MEETINGS All business shall be deemed special that is transacted at any extra-ordinary general meeting, with the exception of declaring a dividend, the consideration of the accounts, and the election of directors in place of those retiring and the appointment of, and the fixing of the remuneration of the auditors. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and {or the purpose hereof unless itis otherwise provided, two members present in person or by proxy shall be a quorum If within half an hour from the time appointed for the meeting a quorum is potgpresent the meeting if convened upon the requisition of members, shall be dissolved in any other case it shall stand adjourned to the same day in the The Chairman, if any, of the Board of Directors shall Preside at every General Meeting, but if at any meeting he shall not be present within fifteen minutes after the time appointed for holding sai shall be unwilling to act as chairman, the members present shall present, if all the Directors present Aecli he chai shoose Some member present pease meeting, 2” (MEY shal a any general meeting a reso he Ged on a show of hands unless'a pool i{betore cp on 0 FoF the result of show of hands) de \dedby thé Giendiartor st three Members entitled to vote at the Meeting or by the hi . % “he t to the vate. of theYingeting shalt be20. 21. 2. 23. 24, 25. 26. 27. Pry, Proxy of at least one-tenth part of the total voting rights of all the members having the right to vote at the meeting or by a member or members, tinless a poll isso demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the mince book of the company shall be conclusive evidence thereof witheut proof of the number or proportion of the votes in favour of or against such resolution. A Proxy needs not be a member of the company. Any corporation which is a member of this company, may be Tesolution of its Pirectors or other governing body, authorise any person to ae as its thoreeh ave, 2t any meetings of this company or of any class of members thereof and such representative shall be entitled to exercie the some powers on pehalf of the corporation which he represents as if he hat been an individuals shareholders, or including power, when Personally present, to vote on a show of hands, A proxy may take part in the proceedings of a general meeting as if he were the member whom he represents. VOTES OF MEETINGS On a show of hands, every member present in person or by proxy shall have Fe igor Poll, every member shall have one vote for each chane ve which he is the holder DIRECTORS jhe first Directors of the Company shall be appointed by the subscribers to tromorandum and Articles of Association of the Company, andl a majority of Girector(s) or fill in an existing vacancy; provided the number would not Exceed the number of directors allowed the Articles of Association of the Company. Unless and until otherwise determined by the company in General Meeting, the number of Directors shall not be less than four or more than twenty, tre pitectors shall have power to appoint a person as an additional Director 12 (ula casual vacancy. The Directors may increase che number of Directors al mest not exceed the maximum allowed in this Article but the Breciat meeting shall have the power to increase or reduce the number of Directors generally and may not determing i what rotation the Directors shall retire, any share qualification, but a Dir to attend all General Meetings.28. 29. 30. ct] 32, POWERS AND DUTIES OF DIRECTORS [he Directors, may from time to time, and at any time, nay provide through Local Boards, Attorneys or Agencies for the Management of the affairs of the Tompany outside Nigeria, and may appoint any person to be members of such pocal Board or as attorneys or agents and may rene any person so appointed and appoint others in their place, and may fix therr remuneration. The Directors, from time to time and at any time may delegate to any such Local Board, Attorney or Agents any of the Powers, authorities and discretion for the time being vested in the Directors, other than the power to make calls, forfeit shares borrow money of issue debentures any such delegation may be made on such terms and subject to such Conditions as the directors Tecelve notice of meetings of the Directors and to attend and vote as a director at any such meetings to exercise all Powers, duties and authorities of the Directors appointing him. An alternate Director who is also a director shall be entitled in addition to his Wieser £2 separate vote on behalf of the Direcccn he is representing, An alternate Director, if he ceases for any reasons te ne Director, shall ipso facto Director apg, 2" altemate Director. Every person acting as an Alternate Director shall be an officer of the Company and shall alone be responsible to the company for his acts and defaults ang he shall not be deemed to be an Seer Of oF for the Director appointing him, All appointments and removals of The Director shall have untimited Powers to borrow money on behalf of the and cai ad may exercise all the powers of the compa; and to mortgage or charge its undertaking, property ai any part thereof, and to issue debentures, ASSHFLIOS Whether outright or as security for any of the company or of any third party. The seal of the company shall Not be affixed puthority of a resolution of the Board of Dire: least one Director and the Secretary or such other appoint for the purpose, and the Director and Secretary or-other personae 2 . te,aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. DISQUALIFICATION OF DIRECTORS 33. The office of a Director shall be vacated: 1. Upon disqualification under provision of the memorandum and Articles of Association thereof, 2. If by notice in writing to the Company he resigns the office of Director, 3. If he becomes bankrupt or insolvent or enters into any agreement with his creditors 4. It he is prohibited from being a Director by an order made under S440" the Provisions of the Companies and Allied Matters Act 2004 5. If he is found lunatic or becomes unsound mind 6. If he is requested in writing by al the other Directors to resign his office. 34. A Director may hold any other office or place or Profit under the company except that of Auditor, upon such terms as to remunerate, tenure of office and otherwise as may be determined by the Board of Directors, 35. A Director shall be capable of contracting or Participating in the profit of any sanjece. (Mth the company in the same manner as if he were not Director, subject, nevertheless to the following provision: 1. He shall declare the nature of his interest in any contract or proposed Contract in which he is interested; and iter he has become interested therein he shall vote as a Director in BE ne ene Contract or proposed contact of any matter arising thereat, and if he does vote, his vote shall not be counted. The prohibition against voting shall not however, apply to any contract or agreement for giving conuities to a Director for advances made or to be wave by him to the 36. The company may, at an extra ordinary gen ordinary resolution remove and may, by a dagther person in his stead. Such removal Ser oueh Pirector may have ire damaj on lution, appoint héuephejudice to any for breach of; y contract of ON % oe 37. In case of an equality of votes the Chairthan shall have XQ c vote. a gecond: ing 1338, 39, 40. 4. 42. 43. 44. 45. The quorum necessary for the transacti may be fixed by the Directors and unless ion of the business of the Directors 50 fixed shall be two/third, ae gaolution in writing signed by all directors entitled to notice of a meeting of ,divectors shall have the same effect and validity as resolution of board meeting of the board duly convened and constituted, duly passed at a The Board of Directors shal SECRETARY AND LEGAL ADIV: ‘SER ll appoint a Secretary/Legal Adviser to the they are, Tat Such terms, at such remuneration and upon such conditicns as fit and any secretary/legal adviser thus appointed may be removed by the Directors. they may think The Director shal i. On the sum such receipt ACCOUNTS \ cause true accounts to be kept of money received and expended by ake place t and expenditure that t: fi, Of the assets and liabilities of the company. AUDIT The accounts of the company shall be audite Accountant, chartered or examination, such audit shall be certified Accountar ts id by of the Companies and Allied Matters Act Cap C20 2004. On winding up WINDING UP of the company, any assets rem: satisfaction of the winding up and any outside sompany shall be applied in paying back to the Articles or otherwise, and the Provision of distributed among the 'm: capital held by t hem respectively, If the company shall be wound Up the liquidator resolution of the company and any other sanctioi among the members in 5 embers in proportion to debts and liabilities mel y the company in respect YY professionally qualified ints who qualified by © carried out in accordance with the provisions ining after payment or of the ‘mbers of the company the if any, provided by any vision of clause 9 of these such regulations shall be the nominal amount of the46. 47. 48. 49. 50. 51. ar company in general meeting may declare dividends, and bonuses but no dividend or bonus shall exceed the amount recommended by the Directors. ‘he Director may from time to time pay the members such interim dividends 2 appear to the Directors to be justified by the profits and the company. No dividend shall be paid otherwise than from distributable profits of the Sree any The Directors before recommending dividends ang bonus must ensure that the company shall after the payment, be able to pay its liabilities as they become due. INDEMNITY No Director or other officer or the company shall be liable for the acts, cpa ean Blect or default of any other act, for conformity, or for any loss or any mcs: happening to the company through the insufficiency of the title of compart nt Sccuiced by ordiac wf tha direnters for ne on haber ec the dana area insufficiency or deficiency or any security in ne upon or damage arising from the insolvency of any person with whom any money, mictoies oF effects shall be deposited or for any other oer damages or rerortune whatever, which shall happen in the execution op the duties of his respective office or in relation thereto unless the same happen through his own willful act or default, Every director, manager, agent, auditor, secretary and other officer for the time being of his service to the Sompany be indemnified out of the funds of the company against all reasonable liability incurred by him in defending any Proceeding whether civil or criminal in which Judgment is given in his favor or in which he is acquainted or in connection with any application under the Provisions of the Companies and Allied Matters Act of 2004, 15,NAMES, ADDRESSES AND NO. OF SHARES | SIGNATURE | DESCRIPTION OF SUBSCRIBERS | TAKEN BY EACH SUBSCRIBER Hon. Commissioner for Commerce and Industry, Lokoja. Kogi State. SIGNED For and behalf the people of Kogi State. Director-General Ministry of Commerce and Industry, 30,000,000 Lokoja. Kogi State. For and behalf of the people of Kogi State. Attorney General and Commissioner for Justice, Lokoja, SIGNED Kogi State. For and behalf of the people of Kogi State. 30,000,000 Commissioner for Finance, Lokoja, Kogi State for and on behalf of the SIGNED People of Kogi State. 30,000,000 Director General, Ministry of Finance, Lokoja, kogi State, SIGNED For and behalf of the people of 30,000,000 kogi State. Chairman Board of Internal Revenue. SIGNED Lokoja, kogi State 30,000,000 For and on behalf of people of kogi State. Director of Industry Ministry of Commerce and industry, 30,000,000 SIGNED Lokoja, Kogi State. For and behalf of the people of Kogi State. .the above Signatures: D this @© day of uy , 2B |