NEM Notifies of Resolutions Passed at its Extra Ordinary Meeting

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Friday, December 11, 2020 / 11:58 AM / NSE / Header Image Credit: YouTube; NEM Insurance


At the Extra Ordinary General Meeting of NEM INSURANCE PLC (the "Company") held at the Conference Room, NEM House, 199, Ikorodu Road, Obanikoro on the 10th of December 2020, all the resolutions contained in the Notice of the Extra Ordinary General Meeting and the addendum thereto were presented to the Shareholders and the following were unanimously resolved as follows: 

 

a)  That Bonus shares be issued to existing members of the Company, subject to the filing of the increase in Authorized Share Capital of the Company at the Corporate Affairs Commission as approved at the AGM held on 18th of June 2020.

 

b)   In pursuance to the recommendation of the Directors, that the sum of Two Hundred and Seventy-Two Million, Five Hundred and Fifty One Thousand Naira (N272,551,000) and Two Billion and Eighty Seven Million, One Hundred and Ninety-Seven Thousand, Five Hundred and Forty-Three Naira (N2,087,197,543) be transferred from the Company's Share Premium account and Retained Earnings account respectively to the Share Capital account. The amount thus transferred shall represent the value of Four Billion, Seven Hundred and Nineteen Million, Four Hundred and Ninety Seven Thousand and Eighty Seven (4,719,497,087) ordinary shares of Fifty Kobo (N0.50K) each as fully paid up, and distributed amongst members whose names are registered in the Company's Register of Members at the close of business on Wednesday, 16th of December, 2020 in the proportion of nine (9) new shares of 50 kobo each for every ten (10) existing shares of 50 kobo each, held by them. The shares distributed shall rank pari pasu with the existing shares in all respect and will be treated for all purposes as capital and not as income.

 

c)   That the Directors be and are hereby authorised to do all acts and things including rounding up of fractional shares to the nearest whole number; and to approve, sign and/or execute all documents, appoint such professional parties and advisers, seek approval and comply with the directives of the relevant regulatory authorities, perform all such other acts and do all such other things as may be necessary or incidental to, or deemed appropriate to giving effect to the above resolutions without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given approval thereto expressly by the authority of the above resolutions.

 

d)  AMENDMENT OF ARTICLES OF ASSOCIATION Pursuant to Section 48 (1) and (2) of the Act, that the existing Article 52 be amended and renumbered as follows:

  • (53) The accidental omission to give notice of a Meeting shall not invalidate the proceedings at any meeting.
  • An item on the notes of the agenda of the Extra Ordinary General Meeting was amended as follows:
  • Closure of the register of members
  • "the register of members and transfer books of the company will be closed from Thursday, 17th December to Friday, 18th December 2020 both dates inclusive for the purpose of updating our register of members. Accordingly bonus shares will be distributed to shareholders whose names are on the register before the date of closure. Bonus distribution shall be upon the receipt of the required regulatory approvals".

 

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