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Wednesday, July 22, 2020 / 5:25 PM / NSE / Header Image Credit: Press Reader
Notice
is hereby given that the 61st Annual General Meeting of members of WAPIC
INSURANCE PLC ("the company") will hold at Wapic Insurance Plc Head Office,
119 Awolowo Road Ikoyi, Lagos on Wednesday, August 12, 2020 at 10:00a.m.to
transact the following business:
A. Ordinary Business
To
consider and if thought fit, pass the following resolutions as Ordinary
Resolutions:
1. To receive the Audited Financial Statement for the year ended December 31, 2019 and the Reports of the Directors, Auditors and Audit Committee thereon.
2. To re-elect Mr. Bababode Osunkoya as an Independent Non-Executive Director.
3. To re-elect Mr. Olusegun Ogbonnewo as a Non-Executive Director.
4. To elect Mrs. Titilayo Osuntoki who was appointed as an Independent Non-Executive Director by the Board since the last Annual General Meeting.
5. To elect Mrs. Omosalewa Fajobi who was appointed as a Non-Executive Director by the Board since the last Annual General Meeting.
6. To appoint Ernst and Young as the External Auditors of Wapic Insurance Plc commencing January 1, 2020
7. To authorize the Directors to fix the remuneration of the Auditors.
8. To elect/re-elect members of the Statutory Audit Committee.
B. Special Business
To
consider and if thought fit, pass the following resolutions as Ordinary
Resolutions:
9. That the name of the Company be changed from WAPIC INSURANCE PLC to CORONATION INSURANCE PLC
10. That the Memorandum and Articles of Association of the Company be amended to reflect the new Company name and the Directors of the Company are hereby authorized to do all things necessary to give effect to this resolution including obtaining all regulatory approvals thereon.
11. That the Directors' Fees for the financial year ending December 31, 2020 be and is hereby fixed at N6, 500,000.00 (Six Million Five Hundred Thousand Naira only).
12. That in compliance with Article 5.07 (iv) of the National Insurance Commission Code of Good Corporate Governance for the Insurance Industry in Nigeria, the Directors are hereby authorized to appoint an external consultant to conduct the Annual Board Performance Appraisal for the financial year ending December 31, 2020.
Proxy
A
member entitled to attend and vote at the Annual General Meeting is entitled to
appoint a proxy to attend and vote in his/her stead and such proxy need not be
a member of the Company. A blank proxy form is included in the 2019 Annual
Reports & Accounts which will also be available on the Company’s website www.wapic.com and that of the Registrars www.unitedsecuritieslimited.com.
Further
to the Government restrictions on public gatherings due to the Covid-19
pandemic, the Corporate Affairs Commission has issued Guidelines on the holding
of Annual General Meetings to minimize physical contact and ensure public
health and safety, consequent upon which the Company has obtained the approval
of the Corporate Affairs Commission to conduct the Meeting by proxy only and to
consider the special businesses listed above.
Shareholders
are therefore required to appoint a proxy of their choice from the list of
nominated proxies below and deposit their completed proxy forms at the office
of the Registrars, United Securities Limited, No. 9, Amodu Ojikutu Street,
Victoria Island, Lagos, not later than 48 hours prior to the time of the
meeting:
a.
Mr. Mutiu Sunmonu
b.
Mr. Adamu Atta
c.
Mrs. Ifeyinwa Osime
d.
Mrs. Adeyinka Adekoya
The
Company has made arrangements at its cost for the stamping of duly completed
and signed proxy forms submitted to the Company's Registrars within the
stipulated time.
NOTES
Live
Streaming of the Annual General Meeting
To
protect the health and safety of shareholders and employees of the Company,
attendance at the Meeting will be restricted to the number of persons
permissible at public gatherings taking into consideration the need for social
distancing. The Board however continues to regard the Annual General
Meeting as an important opportunity to engage with shareholders and has
therefore made arrangements for the Meeting to be live streamed to enable
shareholders and other stakeholders who will not be attending physically
to follow the proceedings. The link for the live streaming of the Meeting will
be made available in due course on the Company's website www.wapic.com.
Closure
of Register of Members
The
Register of Members and Transfer Books of the Company will be closed on the 3rd
day of August 2020 to enable the Registrar prepare the register of shareholders
eligible to attend and vote at the meeting.
Statutory
Audit Committee
The
Statutory Audit Committee consists of 3 shareholders and 3 Directors. In
accordance with S.359(5) of the Companies and Allied Matters Act, 2004, 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.
S.30.2
of the Securities and Exchange Commission Code of Corporate Governance for
Public Companies in Nigeria requires that members of the committee should have
basic financial literacy and should be able to read financial statements. The
Code also requires that at least one member should be knowledgeable in
accounting or financial matters. We therefore request that all nominations to
the Audit Committee should be accompanied by a detailed resume disclosing the
qualifications of the nominees.
E-Mandate
Shareholders
are kindly requested to update their E-mandate records with the Registrar-
United Securities Limited. Detachable forms in respect of mandate for unclaimed
dividend and shareholders data update are attached to the Annual Report for
convenience. The aforementioned documents can also be downloaded from the
website of the Registrars http://www.unitedsecuritieslimited.com/uploads/files/shareholderdataupdate.pdf.
The
duly completed forms should be returned to United Securities Limited, No. 9,
Amodu Ojikutu Street, Victoria Island, Lagos.
E-Annual
Reports
The
electronic version of the Annual Report is available at www.wapic.com. Shareholders who have provided
their email details to the Registrar will receive the electronic version of the
Annual Report via email. Additionally, Shareholders who are interested in
receiving the electronic version of the Annual Report can request via e-mail to
info@unitedsecuritieslimited.com
or companysecretariat@wapic.com.
Biographical
Details of Directors for Re-election/Approval
The
biographical details of Directors standing for re-election or approval are
contained in the Annual Report.
Website
A
copy of this Notice and other information relating to the meeting can be found
at www.wapic.com.
Questions
from shareholders
Shareholders
and other holders of the CRmSaQ\ÞV securities 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. Please send questions, comments or
observations to The Company Secretariat, Wapic Insurance Plc, 119, Awolowo
Road, Ikoyi, Lagos or by email to companysecretariat@wapic.com
not later than August 7, 2020. Questions and answers will be presented at the
Annual General Meeting.
Visit Wapic Insurance Plc IR Page in Proshare MARKETS
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