NOTICE OF MEETING (COMPANY)

RC 000000

RESOLUTION FOR CONVERSION OF PRIVATE COMPANY TO PUBLIC

COMPANY PURSUANT TO SECTION 50(2) OF COMPANIES AND ALLIED MATTERS ACT 1990

At the general meeting of Meridian Nig. Ltd held on 1st July 2015 at the registered office of the company situated at Plot 41 info Close Wuse Abuja at 9 am in the forenoon the following resolution was proposed and duly passed:

"THAT the company be re-registered as a Public Company by the name of Meridian PLC and that the following consequential alterations be made in the Memorandum of Association and Articles of Association of the Company;

1. Memorandum of Association

That the memorandum of Association of the Company be altered as follows: (a) By deleting Clause 1 and inserting the following new clause thus; The name of the company is " Meridian Public Limited Company"

• By deleting Clause 4 and inserting in its place the following new clause thus; The company is a Public Company."
• By deleting Clause 6 and inserting in its place the following new clause thus; The share Capital of the. company is" Five' Hundred Thousand Naira (N500,000.00) divided into 500,000 Naira Ordinary Share of One Naira each.

2 Articles of Association

That the Articles of Association of the company be altered as follows: a) By deleting Article 3 (Restriction of Transfer of Shares)

• By deleting Articles 4,5 and 6 (Pre-emptive rights of shareholders of the company)
• By deleting Article 16 (written Resolutions)
• By deleting Article 15 (Quorum) and inserting in its place the following new article:

"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 unless it is otherwise provided, one third of the total members of the company or twentyfive (25) members (whichever is less) present in person or by proxy shall be a quorum"

Dated this ---------- day of --------------------2015.

___________________ __________________

Director Secretary

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