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NOTICE OF 48TH ANNUAL GENERAL MEETING

NOTICE OF 48TH ANNUAL GENERAL MEETING
 
NOTICE IS HEREBY GIVEN that the 48th Annual General Meeting of NEM
INSURANCE PLC. (the “Company’) will hold at Premier Hotel, Ibadan on Wednesday 20th June 2018 at 10.00a.m to transact the following business:
 
ORDINARY BUSINESS
1. To present the Annual Financial Statements of the Company for the year
ended 31st December 2017 and Reports of Directors, the Auditors Report
thereon and Audit Committee’s Report.
2. To declare a dividend
3. To re-elect Director(s) retiring by rotation.
4. To ratify the appointment of New Directors
5. To approve the remuneration of Directors.
6. To authorize the Directors to fix the remuneration of the Auditors.
7. To elect/re-elect members of the Audit Committee in accordance with
Section 359 (4) (5) of the Companies and Allied Matters Act, Chapter C20,2004(the “Act”) 
 
SPECIAL BUSINESS
1. To consider and if thought fit, pass the following resolutions as special resolutions:
1.1 AMENDMENT OF ARTICLES OF ASSOCIATION
Pursuant to Section 48 (1) and (2) of the Act, that the Articles of Association
of the Company be amended by including a new Article 52 as follows:(52)
(i) “The Company may give notice of its Annual General Meeting and
other statutory notices, its balance sheet (including every document required by law to be annexed thereto for consideration at the
Company’s General Meetings) in hard print or electronic format to any person entitled to receive such notices, either by sending them
by post to the person’s last known registered address or by electronic mail to his/her last known electronic address.
(ii) That the existing Article 52 be amended and renumbered as follows:
(53) The accidental omission to give notice of a Meeting or the nonreceipt
of notice of a Meeting by any person entitled to receive notice shall not invalidate the proceedings at any meeting 
 
1.2 RAISING OF CAPITAL
(i) That on the recommendation of the Directors, the Shareholdershereby authorise the Directors to raise additional capital through the
issuance of not more than 1,056,000,000 ordinary shares of 50 koboeach, at N2.50k per share by way of a Special/Private Placement;
(ii) That the Shares proposed to be issued pursuant to the above resolution and the rights attaching thereto shall rank at least paripassu with the Ordinary Shares held by the existing shareholders in the Company;
(iii) That the Shareholders hereby waive their pre-emptive rights under Article 43 of the Company’s Articles so as to enable the Special/Private Placement to proceed;
(iv) That for the purpose of giving effect to the above, the Board be and is hereby authorized to agree, make and accept all such term(s), condition(s) and modification(s) as it may deem fit, including, condition(s) and modification(s) stipulated or required by any relevant authorities and to seek all requisite approvals from the appropriate authorities, appoint consultants and advisers, finalize and execute all agreements or documents and to do all acts, deeds and things in this connection and incidental as the Board in its absolute discretion may deem necessary and expedient for the purpose of the Special/Private
Placement without being required to seek any further consent or approval of the members or otherwise to the end and intent that they
shall be deemed to have given approval thereto expressly by the authority of this resolution.”
 
NOTES:
I. PROXY
I. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of
the Company. A form of proxy is attached to the last page of this
report.
II. If the proxy form is to be valid for the purposes of this meeting, it must be completed, detached and deposited at the office of the Registrar, 
Apel Capital & Trust Limited 8, Alhaji Bashorun Street Off Norman Williams Crescent South-West Ikoyi Lagos not less than 48 hours
before the time of the meeting.
 
II. CLOSURE OF THE REGISTER OF MEMBERS
The Register of Members and Transfer Books of the Company will be closed from 4th to 8th June, 2018 both dates inclusive for the purpose of updating our register of members. Accordingly dividends will only be paid to Shareholders whose names are on the Register before the date of closure. Payment date is 20th June, 2018.
 
III. UNCLAIMED DIVIDEND WARRANTS
Some dividend warrants have remained unclaimed, or are yet to bepresented for payment or are in need of revalidation. Affected Shareholders
are advised to contact the Registrar, Apel Capital & Trust Limited 8, Alhaji Bashorun Street off Norman Williams Crescent South-West Ikoyi Lagos on this
 
IV. DIVIDEND PAYMENT
If the proposed dividend of 10 kobo per ordinary share of 50 kobo each as recommended by the Directors is approved by members at the Annual
General Meeting, e-dividends will be paid to Shareholders’ accounts in accordance with the directive of the Securities and Exchange Commission on
Wednesday 20 th June 2018 to the shareholders whose names appear in the Register of Members at the close of business on Friday 1st June 2018. 
 
V. STATUTORY AUDIT COMMITTEE
In accordance with Section 359(5) of the Act, a Shareholder may nominate another Shareholder for appointment to the Audit Committee. Such
nomination should be in writing and must reach the Company Secretary not less than twenty one (21) days before the Annual General Meeting.
Kindly note that the Code of Corporate Governance issued by the Securities and Exchange Commission (SEC) and the National Insurance Commission
(NAICOM) respectively indicate that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements.
In view of the above, we request that nominations to the Audit Committee should be accompanied by copies of nominees’ Curriculum Vitae.
 
VI. APPROVAL OF NEW DIRECTORS
Pursuant to Section 249 of the Act, the Board of Directors appointed Ms. Stella
Omoraro and Mr. Andrew Ikekhua as Executive Directors on the 13th of December 2017. Their appointments are being presented for Shareholders’
approval at the Annual General Meeting. 
Their profiles are contained in the Annual report and also on the Company’s
website
 
VII. RE-ELECTION OF DIRECTORS
In accordance with the Articles of Association of the Company, Alhaji Ahmed
I. Yakasai, Chief Ede Dafinone and Mrs Joy Teluwo will retire by rotation and being eligible offers themselves for re-election. Their profiles are contained in the Annual Report and also on the Company’s website.
 
VIII. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
Pursuant to Rule 19.12 (c) of the Nigerian Stock Exchange’s Rulebook 2015,It is the right of every Shareholder to ask questions not only at the meeting
but also in writing prior to the meeting. We urge that such questions be submitted to the Company Secretary at 199, Ikorodu Road, Obanikoro, Lagos
not later than two (2) weeks before the date of the meeting
 
 
BY ORDER OF THE BOARD
OLAJUMOKE PHILIP-AKEDE
COMPANY SECRETARY
FRC/2017/NBA/00000015972
199, IKORODU ROAD, LAGOS
DATED THIS 21st DAY OF MAY, 2018


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