October 17, 2019 /11:07AM/ NSE
Notice Is Hereby Given that the 61% Annual General Meeting of GUINEA INSURANCE PLC will be held at Ibom Hotel and Golf Resort, Nwaniba Road, Uyo, Akwa- Ibom State on Wednesday, 20th November, 2019 at 11.00 am to transact the following business.
1. To receive the report of the Directors and Audited Financial Statements together with the Auditors Report for the year ended 31% December, 2018.
2. To re- elect the following Directors retiring by rotation:
i. Mr. Godson Ugochukwu
ii. Mr. Samuel Onukwue
iii. Mr. Simon Oladayo Bolaji
3. To ratify the appointment of Mr. Ademola Abidogun as the Managing Director/Chief Executive Officer of the Company.
4. To elect/re-elect members of the Audit Committee in accordance with Section 359 (4) and (5) of the Company and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004.
5. To authorize the Directors to fix the remuneration of the Auditors.
To consider and, if thought fit, pass the following resolutions which will be proposed as Special Resolutions.
6. "That the Directors be and are hereby authorized to raise, whether by way of Public offer, private placements, rights issue , book building process or other methods, additional capital of up to N12,000,000,000 (Twelve Billion Naira) by way of Issuance of shares , convertible or non- convertible loans, stocks, medium term notes, corporate bonds or other securities in such tranches , series or proportions, at such coupon or interest rates within such maturity periods, and on such terms and conditions including the provision of security for repayment, as the directors may deem fit or determine , subject to obtaining the approvals of relevant regulatory authorities"
7."That the Directors be and are hereby authorized to enter into and execute any agreement, deeds, notices and any other documents necessary for and or incidental to effecting resolution (6) above"
8."That the Directors of the Company or anyone of them for the time being , be and are hereby authorized to appoint such professional parties and adviser, and to perform all such other acts and to do all such other things as may be necessary for or incidental to effecting the above resolutions, including without limitation, complying with directive of any regulatory authority"
9. "That the authorised share capital of the company be and is hereby increased from
N4,000,000,000 to N12,000,000,000 by the addition of the sum of N8,000,000,000 divided into 16,000,000,000 ordinary shares of 50kobo each ranking in all respect pari-pasu with the existing shares of the Company"
10. "That the Memorandum of Association of the Company of the Company be and is hereby amended deleting the words: "The authorized share capital of the Company is now N4,000,000,000 divided into 8,000,000,000 ordinary shares of 50kobo each" and substituting therefore with the following words: "The authorised share capital of the Company is N12,000,000,000 divided into 74,000,000,000 ordinary shares of 50kobo each"
11. To fix the remuneration of the Directors.
A member entitled to attend and vote at the General Meeting is entitled to appoint a proxy in his stead. A proxy need not be a member of the company. A form of proxy is enclosed and for it to be valid for the purpose of this meeting, it must be completed and deposited at the office of the Registrar, Cardinalstone Registrars Limited, 358, Herbert Macaulay Way, Yaba, Lagos not later than 48 hours before the time for holding the meeting.
Rights Of Shareholders To Ask Questions
Rule 19:12 of the Rulebook of the Nigerian Stock Exchange (Issuers' Rules) reserves the right of Shareholders and other holders of the Company's Securities to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company on or before Tuesday, 19Â° November, 2019.
Unclaimed Dividend Warrants And Share Certificates
Some dividend warrants and share certificates remain unclaimed or are yet to be presented to the Company for revalidation. A list in respect of same is circulated with the Annual Report and Financial Statements. Members affected are advised to write or call at the office of the Registrars of the Company, Cardinalstone Registrars Limited, 358, Herbert Macaulay Way, Yaba, Lagos.
In compliance with directives issued by the Securities and Exchange Commission, the issuance of dividend warrants to shareholders ceased on the 31% July, 2017. It therefore implies that payment of dividends is now only through electronic payment to shareholders with bank details record.
Closure Of Register Of Members And Transfer Books
The register of members and transfer books will be closed from Monday, 4 November,2019 to Friday 8" of November, 2019, both days inclusive.
Appointment Of Members Of The Statutory Audit Committee
In accordance with section 359 (5) of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004 any member may nominate a shareholder 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. The Securities & Exchange Commission's code of Corporate Governance for Public Companies has indicated that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements. We therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.
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