NOTICE OF EXTRAORDINARY GENERAL MEETING.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of members of Transnational Corporation of Nigeria Plc (the Company) will be held on Thursday, March 28 2013, at Oriental Hotel, 3 Lekki Road, Victoria Island, Lagos, at 10.00 a.m., to transact the following business:

SPECIAL BUSINESS To consider and if thought fit, pass the following as Ordinary Resolution: 1. That the authorized share capital of the Company be and is hereby increased from N18,000,000,000.00 (Eighteen Billion Naira) to N22,500,000,000.00 (Twenty-two Billion Five Hundred Million Naira) by the creation of 9,000,000,000 new Ordinary shares of 50 Kobo each.

To consider and if thought fit, pass the following as Special Resolutions: 2. That the content of Clause 6 of the Memorandum of Association of the Company be deleted and is hereby replaced with the following: The authorized share capital of the Company is N22,500,000,000.00 (Twenty-two Billion Five Hundred Million Naira) divided into 45,000,000,000 Ordinary shares of 50 Kobo each. That subject to regulatory approval, the Directors be and are hereby authorised to issue up to 13,000,000,000 Ordinary shares of 50 Kobo each from the Companys share capital by way of Rights Issue, in such proportion, at such time, for such consideration and upon such terms and conditions as the Directors may deem fit, and in respect thereof, the Directors be and are hereby further authorised to appoint such advisers, professionals and parties that they deem necessary, upon such terms and conditions that the Directors may deem appropriate. That the Directors be and are hereby authorised to take all steps and do all acts that they deem necessary for the successful implementation of the above stated resolutions.

3.

4.

NOTES: 1. PROXY A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the registered office of the Registrar, Africa Prudential Registrars Plc, 220B Ikorodu Road, Palmgrove, Lagos, not less than 48 hours before the time fixed for the meeting. A blank proxy form is attached to this notice. 2. CLOSURE OF REGISTER The Register of Members will be closed from March 13, 2013 to March 15, 2013 (both dates inclusive) for the purpose of determining attendance at the Extraordinary General Meeting.

Dated this 25th day of February, 2013. BY ORDER OF THE BOARD CHINEDU EZE
Ag. Company Secretary Transnational Corporation of Nigeria Plc 38, Glover Road Ikoyi, Lagos