Stock & Analyst Updates | |
Stock & Analyst Updates | |
717 VIEWS | |
![]() | |
PROSHARE | |
PROSHARE |
Friday, May 22, 2020 / 05:45 PM / NSE / Header Image Credit: NEM Insurance
Notice
is hereby given that the 50th Annual General Meeting of NEM INSURANCE PLC. (the "Company") will hold at the Conference Room, NEM House, 199, Ikorodu Road,
Obanikoro on the 18th of June 2020 at 10.00a.m to transact the following
business:
Ordinary Business
To present the Annual Financial Statements of the Company for the year ended 31st December 2019 and Reports of the Directors, the Auditors Report and Audit Committee's Report thereon.
Special Business
1.
Share Capital Increase and Alteration
of Memorandum and Articles of Association
1.1
To consider and if thought fit, to pass
the following, with or without modification as an Ordinary Resolution of the
Company:
"that
the Directors be and are hereby authorized to increase the Company's share
capital from N4,200,000, 000 (Four Billion, Two Hundred Million Naira) to N10,
000,000,000 (Ten Billion Naira) by the creation and addition thereto of N4,
800,000,000 (Four Billion, Eight Hundred Million Naira) by the creation and
addition thereto of 9,600,000,000 (Nine Billion, Six Hundred Million) ordinary
shares of 50 kobo (Fifty Kobo) each, such new shares to rank pari passu in all
respects with the existing Ordinary Shares in the share capital of the Company"
1.2
To consider and if thought fit, to pass the
following, with or without modification as a Special Resolution of the Company:
"that Clause 6 of the Memorandum of Association be and is hereby amended to reflect the new share capital of N10,000,000,000 (Ten Billion Naira) divided into N20,000,000,000 (Twenty Billion) ordinary shares of 50 kobo (fifty kobo) each".
Notes:
I.
Proxy
(a)
With the safety and security of customers, employees, and other stakeholders as
our top priority, the Company has been implementing its internal policy on the
COVID-19 pandemic based on guidance received from government authorities in
order to help prevent the spread of infections.
Therefore,
in line with the guidelines of the Corporate Affairs Commission on the conduct
of Annual General Meetings (AGM) of Public Companies by Proxies, and the need
to comply with the directives and regulations of the Federal Government of
Nigeria, Lagos State Government, the Nigerian Centre for Disease Control (NCDC)
on safety and health measures against COVID-19 pandemic, Shareholders are
hereby informed that attendance shall only be by proxy and shall be limited to
a maximum of 20 people. (this is the maximum crowd size currently approved by
the Lagos State Government for social/public gatherings).
(b)
A member entitled to attend and vote is entitled to appoint a proxy to attend
and vote instead of him/her. A proxy need not be a member of the Company. A form
of proxy is attached to the last page of this report and may also be downloaded
from the company's website www.nem-insurance.com
In
line with CAC's Guidelines, attendance at the AGM shall be by proxy only. Shareholders
are required to appoint a proxy of their choice from the list of nominated
proxies below:
(1)
Dr. Fidelis Ayebae (Chairman)
(2)
Mr. Tope Smart (GMD/CEO)
(3)
Mrs Olajumoke Philip-Akede (Company Secretary)
(c)
For the instrument of proxy to be valid for the purposes of this meeting, it
must be completed and duly stamped by the Commissioner of Stamp Duties and
emailed to registrars@apel.com.ng
or deposited at the office of the Registrar, Apel Capital & Trust Limited
8, Alhaji Bashorun Street Off Norman Williams Crescent South-West Ikoyi Lagos
not less than 48 hours before the time of the meeting.
(d)
The Company has made arrangements at its cost for the stamping of the duly
completed proxy forms submitted to the Company's Registrars within the
stipulated time.
II.
Closure Of The Register Of Members
The
Register of Members and Transfer Books of the Company will be closed from 4th
of May 2020 to 8th of May 2020 both dates inclusive for the purpose of updating
our register of members. Accordingly dividends will only be paid to
Shareholders whose names are on the Register before the date of closure.
Payment date is 18th of June, 2020
III.
Unclaimed Dividend Warrants
Some
dividend warrants have remained unclaimed, or are yet to be presented for
payment or are in need of revalidation. Affected Shareholders are advised to
contact the Registrar, Apel Capital & Trust Limited 8, Alhaji Bashorun
Street off Norman Williams Crescent South-West Ikoyi Lagos on this
IV.
Live Streaming Of The Agm
The
AGM will be streamed live via the Company's website. This will enable
shareholders and other stakeholders who will not be attending the meeting
physically to observe the proceedings. Please log on to www.nem-insurance.com for the live
streaming.
V.
Dividend Payment
If
the proposed dividend of 15 kobo per ordinary share of 50 kobo each as
recommended by the Directors is approved by members at the Annual General
Meeting, e-dividends will be paid to Shareholders' accounts in accordance with
the directive of the Securities and Exchange Commission on 18th of June 2020 to
the shareholders whose names appear in the Register of Members at the close of
business on 30th of April 2020.
VI.
E-Dividend
Notice
is hereby given to all Shareholders who are yet to mandate their dividends to
their bank accounts to kindly update their records by completing the e-dividend
mandate form and submitting same to the Registrars, as dividend will be
credited electronically to Shareholders' accounts as directed by the Securities
and Exchange Commission.
Detachable
application forms for e-dividend mandate change of address and unclaimed
dividends are attached to the Annual Report for the convenience of all shareholders.
The forms can also be downloaded from the Company's website at www.nem-insurance.com or from the
Registrar's website at www.apel.com.ng.
The completed forms should be returned to Apel Capital & Trust Limited 8,
Alhaji Bashorun Street off Norman Williams Crescent South-West Ikoyi Lagos.
VII.
Statutory Audit Committee
In
accordance with Section 359(5) of the Companies and Allied Matters Act, a
Shareholder may nominate another Shareholder for appointment to the Audit
Committee. Such nomination should be in writing and must reach the Company
Secretary not less than twenty one (21) days before the Annual General Meeting.
Kindly
note that the Code of Corporate Governance issued by the Securities and
Exchange Commission (SEC) and the National Insurance Commission (NAICOM)
respectively indicate that members of the Audit Committee should have basic
financial literacy and should be able to read Financial Statements.
In
view of the above, we request that nominations to the Audit Committee should be
accompanied by copies of nominees' Curriculum Vitae.
VIII.
Re-Election Of Directors
In
accordance with the Section 259 of the Companies and Allied Matters Act, Alhaji
Ahmed I. Yakasai, Chief Ede Dafinone and Mrs. Joy Teluwo will retire by
rotation and being eligible offers themselves for re-election. Their profiles
are contained in the Annual Report and also on the Company's website.
IX.
To Ratify The Appointment Of Directors
(a)
Mr. Kelechi Okoro
(b)
Mr. Papa Ndiaye
Their
profiles are contained in the Annual Report and also on the Company's website.
X.
Right Of Shareholders To Ask Questions
Pursuant
to Rule 19.12 (c) of the Nigerian Stock Exchange's Rulebook 2015, it is the
right of every Shareholder to ask questions not only at the meeting but also in
writing prior to and after the meeting. Please send all questions to nem@nem-insurance.com
XI.
E-Annual Report
The
electronic version of this annual report (e-annual report) can be downloaded
from the Company's website www.nem-insurance.com.
The e-annual report will be emailed to all Shareholders who have provided their
email addresses to the Registrars. Shareholders who wish to receive the
e-annual report are kindly requested to send an email to nem@nem-insurance.com. or registrars@apel.com.ng.
XII.
Website
A
copy of this Notice and other information relating to the meeting can be found
at
Visit NEM Insurance Plc IR Page in Proshare MARKETS
Graph - One Year Share Price Movement
Table: Q1 2020 Unaudited Results
Related News
1.
NEM
Declares N1.1bn PAT in Q1 2020 Result SP N2.16k ...
2.
NEM Notifies of
Board Meeting And Closed Period for 2020 Q1 Accounts...
3. NEM Appoints Mr.
Papa Ndiaye and Mr. Kelechi Okoro As Non-Executive Directors...
4. NEM Declares
N2.4bn PAT in 2019 Audited Result SP N1.89k
5. NEM Declares
N3.52bn PAT in Q4 2019 Results, (SP:N2.20k)