Flour Mills Nigeria: Majority Shareholder Gets Approval for Buyout of Minority Investors

Flour Mills of Nigeria Plc. (“FMN”) has announced that its majority shareholder has made an offer to buy out
minority shareholders and as such obtained all requisite regulatory approvals.

The process, which is being conducted through a scheme of arrangement, has received a “No Objection”
from the relevant regulators, namely the Nigerian Exchange Limited (“NGX”); the Securities and Exchange
Commission of Nigeria (“SEC”).

This strategic move, which has been recommended by the Board of the company, offers the majority shareholder the flexibility to properly align the FMN entities according to their peculiarities, in addition to seeking, attracting and obtaining the necessary investment in line with the vision of each entity, with a focus on long-term growth and value. It is also expected to lead to improved management efficiency and
decision-making process, as it allows the company to operate with greater agility.

Having notified the NGX and the SEC of the offer made by the majority shareholder to acquire the shares of all other shareholders; and resolution of the board to recommend the offer to shareholders for consideration and approval if deemed fit, an application shall now be filed before the Federal High Court to convene a shareholders’ meeting during which a resolution to buy out minority shareholders will be
proposed and passed, if agreeable to the shareholders. The resolution will be deemed approved if at least 75% of the members who are present and voting, either in person or by proxy, support the resolution during
the Court Ordered Meeting (COM).

Commenting, Mr. Boye Olusanya, Group Managing Director, FMN stated, “In-line with FMN’s ambition to become the leading Pan African Food business that feeds and enriches lives of its consumers every day with quality brands, this move aligns with our strategy aimed at positioning the company to achieve its ten-year
vision of building a company that is sustainable, resilient, dynamic and adaptable in its people, systems, and
structures.