NOTICE OF 46THANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 46th Annual General Meeting of NEM Insurance Plc will be held at Golden Gate Paradise Nigeria Limited, 25B Glover Road, Ikoyi, Lagos on Wednesday 8th June, 2016 at 11.00 o clock to transact the following business:
1.To lay the Audited Financial Statements of the Company for the year ended 31st December 2015 and Reports of Directors, the Auditors Report thereon and Audit Committee's Report.
2.To declare a dividend.
3.To re-elect Director 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.
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 and for it to be valid for the purpose of the meeting, it must be completed and deposited at the office of the Registrar, Africa Prudential Registrars Plc., 220B Ikorodu Road Palmgroove, P. O. Box 6492, Lagos not less than 48 hours before the time of the meeting.
CLOSURE OF THE REGISTER OF MEMBERS
The register of members and Transfer Books of the Company will be closed from 23rdto 27thMay, 2016 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.
Any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.
RE-ELECTION OF DIRECTORS
In accordance with the Articles of Association of the Company Mrs. YinkaAletor will retire by rotation and being eligible offers herself for re-election.
RESIGNATION OF DIRECTORS
In accordance with the Provision of S.258 (1) (e) of the Companies and Allied Matters Act CAP C20 LFN 2004 and Section 5.04 (vii) of the 2009 NAICOM'S Code of Corporate Governance Chief (Dr.) AdewaleTeluwo and Mr. OlusesanAdekunle resigned from the Board of the Company on 31st March, 2016.
APPROVAL OF NEW DIRECTORS
Pursuant to Section 249 of the Companies and Allied Matters Act CAP C20 2004, the Board of Directors appointed: Mr. Kolawole Teluwo and Mr. Yakasai Ahmed as Non-Executive Directors on 17th May, 2016 to fill the vacant positions arising from the resignation of the above mentioned non-Executive Directors.Their appointments are being presented for shareholders'approval at the Annual General Meeting.
Shareholders are hereby informed that a number of dividend warrants have been returned to the Registrars as"Unclaimed".A list of all unclaimed dividend will be circulated with the Annual Report and Financial Statements.Any member affected by this notice is advised to write or call the office of the Company's Registrar Africa Prudential Registrars Plc 220B Ikorodu Road, Palmgroove, Lagos during normal working hours.
RIGHTS OF SECURITIES HOLDERS TO ASK QUESTIONS
Shareholders of the Company reserve the right to ask questions not only at the meeting but also in writing prior to the meeting on any item contained in the Annual Report and Accounts and such questions must be submitted to the Company at 199 Ikorodu Road, Obanikoro, Lagos on or before 31st May, 2016.
PAYMENT OF DIVIDENDS
The Board has recommended a dividend of 6 kobo per ordinary share of 50 kobo each, which if approved, is payable less withholding tax.
If payment of the dividend is approved at the Annual General Meeting,the dividend warrants will be available and posted fromWednesday 8th June, 2016 to shareholders whose names appear on the register of members before the closure of the register.
The payment of dividends shall be by direct payments to the respective bank accounts of members, that is, e-dividend payments.
Accordingly, kindly complete the attached mandate form for the payment of e-dividend.