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Wednesday, June 17, 2020 / 1:42 PM / NSE / Header
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Notice is hereby given that the 26th Annual General
Meeting of Regency Alliance Insurance Plc. will be held at the Regency Training
Hall, in the Head Office, 2 Ebun Street, Gbagada Estate, Lagos, Lagos State, on
Monday the 6th Day of July 2020 at 11am. to transact the following business:
1. To receive the Report of the Directors, the Audited
Financial Statements for the year ended 31 December 2019 together with the Reports
of the Auditors and the Audit Committee thereon.
2. To re-elect the Director retiring by rotation.
3. To elect members of the Audit Committee.
4. To authorise the Directors to x the remuneration of
the Auditors.
Special Business:
To consider and if thought fit pass the following as Ordinary Resolutions:
5. To approve the remuneration of Directors.
6. To authorise the increase of the authorised share
capital of the Company from #6,000,000,000.00 to #11,000,000,000.00 by the
creation of 10,000,000,000 additional ordinary shares of 50kobo each ranking
pari-passu in all respect with the existing shares in the Company’s equity.
7. To authorise the Directors to raise additional capital
for the Company up to the amount of the authorised share capital by way of
special placement, public offÂer with or without a preferential allotment or
rights issue or a combination of any of them within Nigeria or internationally
and upon such terms and conditions that the Directors may deem fit in the
interest of the Company subject to Regulatory compliance and approval.
8. To authorise the Directors in the event of the offÂer/issue
being oversubscribed to capitalise the excess amount and allot additional
shares to the extent that can be accommodated by the Company’s unissued share
capital subject to regulatory approval and that the proceeds should be used for
the same purpose as the offÂer/issue.
To consider and if thought fit pass the following as a
Special Resolution
9. That clause 6 of the Company’s Memorandum of
Association be amended to reflect the increase in the share capital by deleting
the words ‘the share capital of the Company is #6,000,000,000.00 divided into
12,000,000,000 ordinary shares of 50Kobo each’ and substituting therewith the
words “ the share capital of the Company is #11,000,000,000.00 divided into
22,000,000,000 ordinary shares of 50Kobo each’
Notes:
Proxies
In view of the prevailing circumstance, Government
Directives on public gathering and the Company’s concern for the safety and
well being of Shareholders, Employees, Clients and all Stakeholders, and in
compliance with the Guidelines of the Corporate AÂffairs Commission on the
conduct of Public Companies Annual General Meetings by Proxy, the Company’s
26th Annual General Meeting shall be by proxy only. In compliance with the
Directives and Regulations of the Government on maximum number allowable for
public gathering and safety measures against the spread of Covid-19, the number
in attendance shall be limited to 20 people.
A member of the Company entitled to attend and vote is
entitled to appoint a proxy to attend and vote instead of him. A proxy need not
be a member. A proxy form is attached to the Annual Report and Accounts. The
proxy form can also be downloaded from the Company’s website www.regencyalliance.com
In compliance with the Corporate AffÂairs Commission’s
Guideline, attendance at the 26th Annual General Meeting shall be by proxy
only, shareholders are required to appoint any one of the underlisted persons
as their proxy:
1. Mr. Clem
Baiye (Acting Chairman)
2. Mr.
Biyi Otegbeye (GMD/CEO)
3. Mrs. Anu
Shobo (Company Secretary)
For the proxy form to be valid for the purpose of the
meeting, it must be completed and deposited at the office of the Registrars;
Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way,
Yaba, Lagos not less than forty-eight (48) hours prior to the time of the
meeting.
The proxy forms will be stamped at the expense of the
Company provided they are duly completed and submitted as stipulated above.
Closure Of Register
The Register of Members and Transfer Books of the
Company will be closed from Monday the 15th day of June to Friday the 19th day
of June 2020 (both days inclusive) for the purpose of reviewing and updating
the Register of Members.
Unclaimed Dividend
Several Dividend remains unclaimed or are yet to be
presented for payment or to be returned to the Registrar for revalidation. A
schedule of members who have Unclaimed Dividend is attached to the Annual
Report and Accounts, such members are advised to write to or visit the
Company’s Registrars, Meristem Registrars and Probate Services Limited, 213
Herbert Macaulay way, Ebute Metta, Lagos, Lagos State.
Audit Committee Members
In accordance with Section 359(5) of the Companies and
Allied Matters Act (Cap. C20) Laws of the Federation, 2004, any shareholder may
nominate another shareholder as a member of the Audit Committee by giving
notice in writing of such nomination to the Company Secretary at least
twenty-one (21) days before the Annual General Meeting.
Please note the provisions of the Code of Corporate
Governance issued by the the Securities and Exchange Commission, members of the
Audit Committee are expected to have basic financial literacy to be able to
read Financial Statements.
Right Of Shareholders To Ask Questions
Shareholders have a right to ask questions not only at
the Meeting, but also in writing prior to the Meeting. Such questions must be
submitted to the Company Secretary or sent to info@regencyalliance.com before
close of work on or before Monday the 29th day of June 2020.
E – Annual Report
In addition to the posted Annual Report, soft copy of
the Annual Report will be mailed to all shareholders who have provided their
Email addresses. The soft copy can also be downloaded from the Company’s
website www.regencyalliance.com or from the website of the Registrars , Meristem
Registrars and Probate Services Limited http://www.meristemregistrars.com
Live Streaming Of The Agm
To ensure shareholders, clients and other stakeholders
who will not be attending the Company’s 26th Annual General Meeting physically
watch the proceedings, the Annual General Meeting will be streamed live.
Shareholders, clients and other stakeholders can log on to www.regencyalliance.com to watch the
live streaming.
Visit Regency Alliance Insurance Plc IR Page in Proshare MARKETS
Graph - One Year Share Price Movement
Table: Unaudited Q1 2020 Results
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