Friday, November 1, 2019 1:00PM / NSE/ Header Image Credit: Nigeria Insurance Plc
Notice is hereby given that the 49th Annual General Meeting of Niger Insurance Plc (the Company"). will be held at Orchid Hotel Lekki, Lagos on Thursday 21st November, 2019 at 11:00am to transact the following business:
1. To receive the Report of the Directors, the Audited Financial Statements for the year ended 31st December, 2018 and the respective Reports of the Auditors and the Audit Committee thereon.
2. To re-elect the Directors, as follows:
(i) Re-elect the following Directors, who in accordance with section 259 of the Companies and Allied Matters Act, Cap C20 LEN and Article 92 of the Articles of Association of the Company retire by rotation and being eligible, offer themselves for re-election;
a) Umaru Hamidu Modibbo
(ii) Re-elect the following Director, who was appointed as non-Executive Directors on 7th February 2019 and in accordance with Article 98 of the Articles of Association of the Company, retire and being eligible, offer himself for re-election:
(a) Mr. Kester Enwereonu
3. 'To authorize the Directors to fix the remuneration of the Auditors.
4, To elect members of the Audit Committee.
To consider and, if thought fit, pass the following resolutions of the Company:
5. To fix the remuneration of the Directors
Approval of Rights Issue
6. To consider and if thought fit pass the following proposed resolution as ordinary resolutions:
"That, subject to obtaining the approval of the relevant regulatory authorities, the Directors be and are hereby authorised to take all necessary steps to raise additional capital of up to N15,000,000,000 (Fifteen Billion Naira) whether by way of a rights issue, private placement, or to negotiate a merger and/or acquisition or any other form of business combination or other arrangement or a combination of methods with an insurance company; and that the tights issue be executed at such price, time and on such other terms and conditions as the directors may deem fit".
Restructure of Share Capital
7. "That the directors be and are hereby authorised to restructure the share capital of the Company either by way of a share consolidation, division; cancellation or re-denomination of the shares of the Company as shall be deemed fit and suitable by the Directors".
Approval of Issuance of Shares Below Par
8. "That further to the authorisation given to the Directors to raise capital by way of a rights issue or private placement; or to negotiate a merger and/or acquisition or any other form of business combination or other arrangement or a combination of methods with an insurance company - including the authorisation to determine the terms on which such shares of the Company are issued - and pursuant to sections 120 and 121 of the Companies and Allied Matters Act (Cap C20) Laws of the Federation of Nigeria 2004, the Directors be and are hereby authorised to issue such shares of the Company either at a premium or a discount; provided that where a discounted price results in the shares being issued at a price that is below the par value (up to a maximum discount of 70%, the Directors be and are hereby authorised to proceed to issue the shares at the stated discount.
9. "That the Directors be and are hereby authorised to appoint such professional parties, approve, sign and/or execute all documents, and perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including without limitation, complying with the directives of any regulatory authority and approve all acts carried out, steps taken and documents executed (or to be executed), by the Directors and/or Management of the Company in connection with the above
10. "That the Directors be and are hereby authorised to take all steps to give effect to these resolutions and, where applicable, to effect the filing and/or registration of same with the Corporate Affairs Commission.
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy instead of him/herself. A proxy need not be a member of the Company. A detachable blank proxy form is contained in the Annual Report and Accounts and if it is to be valid for the purpose of the meeting, must be duly completed and deposited at the office of the Registrar, Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Yaba, Lagos not less than 48 hours before the time for holding the meeting.
In accordance with Section 359(5) of the Companies and Allied Matters Act 1990, any member may nominate a shareholder for election to the Audit Committee. Such nominations should be in writing and should reach the Company Secretary at least 21 days before the Annual General Meeting. The Code of Corporate Governance of the Securities and Exchange Commission ("SEC"), Code of Good Corporate Governance of the National Insurance Commission ("NAICOM") and the Nigerian Code of Corporate Governance 2018 and other rules of the Financial Reporting Council ("FRC") respectively indicates that members of the Audit Committee should have basic financial literacy and be knowledgeable in internal control processes.
To this end, we advise that nominees should be a member of at least one of the accounting professional bodies either domestically or internationally. Therefore, we request that nominations should be accompanied by a copy of the nominee's curriculum vitae.
Closure of Register
The Register of Members and Transfer Books will be closed from November 11, 2019 to November 16, 2019 - both days inclusive - for purposes of updating the Register.
Right to Ask Questions
In line with Rule 19.12, The Rule Book of The Exchange, 2015, Part II, Issuersâ€™ Rules, shareholders of the Company have the right to ask questions not only at the Annual General Meeting but also in writing prior to the meeting; written questions must be submitted to the Company on or before 18th November 2019.
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Graph - One Year Share Price Movement
Table: Unaudited Q1 2019 Results