NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the next Annual General Meeting of the Members of uac of Nigeria Plc will be held at the Arthur Mbanefo Hall, Novotel Festac Hotel (Formerly Durbar Hotel), Mile 2, Amuwo Odofin, Lagos State on Wednesday, 28^th May 2008 at 10:00 o'clock in the forenoon in order to transact the folllowing businesses:

Ordinary Business:

1. Lay before the Members the Report of the Directors, the Consolidated Balance Sheet of the Company as at 31st December 2007 together with the consolidated Profit & Loss Account for the year ended on that date and the Reports of the Audit Committee thereon.

2. Declare a Dividend

3. Re-elect Directors

4. Authorize the Directors to fix remuneration of the Auditiors

5. Elect Members of the Audit Committee Special Business

6. Fix the Remuneration of the Directors

PROXY

A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him, and such a proxy not be a member of the Company. A proxy form is enclosed and if it is to be valid for the meeting, it must be completed and deposited at the Registered Office of the Company not less than 48hours before the time for holding the meeting.

Dated this 17th day of April, 2008

By Order of the Board

Notes:
Dividend
An interim dividend of 50kobo per share was paid on 3^rd December, 2007 as part of the unaudited third quarter results.

In view of the results the Directors have recommended to members the payment of a final dividend of N1.20k per share. A resolution to this effect will be put to the meeting for the approval of the Members.

Dividend Warrants
If payment of the dividend is approved, the warrants will be posted on 4^th June 2008 to shareholders whose names are on the Register of Members on 7^th May 2008.

Closure of Register and Transfer Books
The Register of Members and Transfer Books will be closed on 8^th May, 2008 for the purposes of payment of dividend.

Audit Committee
The Audit Committee consists of three (3) shareholders and three (3) Directors. Any members may nominate a shareholder as a member of the Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the Annual General Meeting.

Unclaimed Share Certificates and Dividend Warrants
Shareholders are hereby informed that a sizable quantity of share certificates and dividend warrants have been returned to the Registrars as unclaimed. Some dividend warrants have neither been presented to the bank for payment nor to the Registrar for revalidation. A list of the unclaimed dividend have been sent to all shareholders and posted on the Company's website http://www.uacnplc.com. Affected members are by this notice please advised to contact the Company Secretary or the Registrars (uac Registrars Limited) or call the Registered Office of the Companyduring normal business hours.

E-Dividend/Bonus
Pursuant to the directive of Securities and Exchange Commission notice is hereby given to all shareholders to open accounts, stocking broking accounts and CSCS accounts for the purpose of e-dividend/bonus. A form is inserted into the Annual Report for all Shareholders to furnish the particulars of these accounts to the Registrar (uac Registrars Limited) as soon as possible.