Notice of Annual General Meeting
NOTICE TB I4EP6BY OIVEM that the Thirty-Third (33+) Annual General f•eeting of AXA MAN6cnp iasuacucc PLC (the Company) willbe held virtvallyvia ftMpa//f/nA€r.ee/oxomonserdopm on Thursday, 1@ July,702s, at 10.00amto transact the following business:
o :HN .fiY oil sirs /-.US
L. To receive the Audited Financial Statements of the Company for the year ended Oecember 31, 2024, together with the Reports of the Directors, Auditors and Statutory Audit Committee thereon,
to elect the following as 0irecto‹s of the Company:
Mr. Dan Shuaib - Independent Non-Executive Director
kbs. Nuria Fernandez - Non-Executive Director
Ms. Krithika I alyanasundaram - Non-Executive Director
To re-elect the following Directors retiring dy rotation:
kls Abiola Bada
6. kls Latifa Said
To appoint the film of Ernst &Young as the External Auditors for the Company,
S. to declare a final drvldend.
To authorise the Board of Directors to fix the remuneration of the Auditers.
To disclose the temvneration of klanagers, and
To elect the Shareholder representatives on the Statutory Audlt Committee.
To consider and if thought fig pass the following resolvt on as an Ordinary Resolution of the Company.
To approve the Non-Executive Directors' Remuneration.
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy from the proxies stated io the Notice to attend and vote in his/her stead in accordance w th tote Corporate Affairs Commiss‹on guidelines on holding General I Meetings using proxies. For the appointment to be valid, a completed and duty stamped proxy form must be deposited at the office of the Regislrar, OataNax Registrars Limited, No. 2c, Gbagada Phase 1, Lagos State, not less than 48 hours before the time feed for the meeting. A blank proxy form is attached to this Annual Qeport.
OF4OWUNMI •tAMEL ADEWUSt
Company Secretary
FftC/2013/PRO/58A/002/00000000967
Santa Clara Court,
Plot 1412, Ahmadu Bello way,
Victoria Island.
Lagos.
June 2, 2025
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VIRTUAL MEETING LINI't
In accordance with the provis ons of the Business FaCilitat'on {NTscellaneovs P‹ovisjons) Act 2022 which amended the provisions of Section 24Of2) of the Companies and Allied Matters Act (EA) 2020to enable public companies to conduct general meet'»gs electronically, the 33a Annual General Neettng of the Company will be held virtually, The virtual link for the AGIH 1s firtpa/,4/nktr.ee/oxomensozdegm.The AGIvl will also be streamed live online. This will ena6le sharehotders and other stakeholders to follow the proceedings. The link for the AGkI live streaming will also be made available on the Company's website at fzztP /corporote.axomonrord.com/
The register of Members will be closed on Wednesday, the 26 of June 2025, to enadle the Registrar to prepare for the Annual General fleeting.
OfVlDENO
If approved. the dividend will be payable on 10th July 2Q25 at the rate of45k qer N2.00k ordinary share, subject to appropriate withholding tax, and approval wi(I be paid to shareholders whose names appear in the Register of klembers as at the close of business on Tuesday, the 25" June 2025. Shareholders who have completed and submitted the e dividend Mandate form will receivea direct credit of the dividend into the Bank accounts indicated in the e-dividend Mandate form immediately after the Annuat General IMeeting.
- E-OIV!DEl'iD MAfiDAT£
Shareholders are kindly requested to update their records and advise Oatamax Registrars Limited of their updated records and relevant bank accounts for tile payment of their dividends. The shareholder data update form and the e-dividend /dandate form are contained in thls Annual Repos The completed forms should be submitted to Dacamax Registrars Llmtted at their offlce located at no. 2c, Gbagada Phase 1, Lagos State.
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UNCLAIkED DIVIDEND
The list of all Unctaimed Dividends will be circulated with the /nnuaI Report. All Shareholders with UncJaimed Oividends are advised to submit their completed e-blvidenb mandate form by email or writing to the Registrar, Oatamax Registrars Limited, No. 2c, Gdagada Phase J" Lagos State
6. E-ANNUAt REPOR'T
The electronic version of the Annual report is available atcorporate.axamansard.com. Shareholders whohave provided their email addresses to the Registrars willreceive theelectronic version oftheAnnual Report via email. r eermore, Sharefiotderswho are interested ‹nreceiving theelectrorticversionoftfie Annual Peport arckindly required to request via emailto •nnoofzeparts@detom•xregirtzozs.com.
SYATUTOXYAUDI-FCOMMITTEE
In accordance with Section 404(6) of he Companies and Allied Matters Act, 2020, a sha eho|der may nominate another shareholder for appointment to the Statutory Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least twenty-one (21) days before the Annual General fleeting.
Kindly note that the provisions of the Nigerian Code of Corporate Governance 2018 indicate that some of the members of the Statutory Audlt Committee shall be fiftaflcially literate and at least one member must be a member of the professional accounting body in Nigeria established by the Act of the National ssembyand be knowledgeable in internal control processes.
In view of the foregoing, nominations to the Statutory Audit Committee should be supported by the Curriculum Vitae of the nominees.
8. PROFI£B OF PROPOSED DIR8CTOgG
e. Mr. Dan Shuafb
km. Shuaib is a selfcmployed consultant who provides consultancy services for strategic investments and acquisition projects for key players within the Nigerian Electricity Supply industry to protect shareholder value. He has a strong financial background with a focus on the oil & gas sector within the financial industry having
served with GT dank from 2O19 to 2021 as the General Manager of the Oil & Gas Division of the Ban k. He also serves on the Ooard of Mainstream Energy Solutions L im ted as Non Executive Director.
Mr, Shuaib golds a Master of Business /dministration (DBA) from Warwick Business School, United Xingdom. He is an Honorary senio Member (HCf9) of the Chartered Jnstitute of Bankers of Niger a (CIBN), Fellow (FICA) Institute of credit Administration (MCA], fellow (FIMS) Institute of klanagement Specialist UK (F1kI5), I ember, of the Association of Certified Mti Money Laundering Specialist (ACA) Member, Chartered Management Institute (CPI), klember, Professional ftisk Managers International Association (PRIttA) and affiliate Member, Chartered Institute of klarketing (Clkl) US. He has attended various professional and leadership programs from accredited organizations such as the IkID in Lausanne Switzerland, the Chevening Leadership Programme at Lagos Business School, and the Cit bank School of 8anking in New York, USA.
b. Its. Nona FernandezNs. Hernandez has over 2S years' experience in the insurance industry, managing business both in specialized direct entities and in multrchannel entities. She started her career as a Junior Underwriter at Linea Oirecta Aseguradora and joined AXA in 2010 as a Personal Lines Manager at the AXA t•tediterranean and Latin-Amerlca region. She has grown through the ranks in AXA, and site attained the position of an EXCOM member of International klarkets as the Ch of Business Officer ensuring technical excellence and business outcomes.
is. Xalyanasundaram has over 20 years of experience in jeadersh1p roles in different emerging markets. She possesses hands on experience in leading business units within start mps, turnaround, and rapid change environments. She started her career as a management trainee in an insurance company in Mumbai. She joined AkA Services Indonesia io 2Q15 and has since grown through ranks. She is currently the Head of Strategy, International karkets where she is responsible for the executlon of strategic projects, transversal Initiatives, and the establishment of regionally led initiatives. She is currently the CEO of AXA Africa and Turkiye, She is accountable for the overall performance and long mrm strategic development of reg onal operations in this cluster.
9. nr-eLzctiou or aieEczoes
In accordance with Section 9I of the Company's /trt cies of Association and 5.285 of the Companies and Allied ktatteu Act 2020, as Abiola 8ada and as Lattfa Said, whose profiles are stated below, will retire by rotation and, being eligible. will offer themselves for re-election. The details of attendance are contained in the Corporate Governance Repos.
RBOFILE OF RETIRING DIRECTORS-
is. Alilote &ada
kts. 8ada is a Chartered Accountant with work experience spanning 35 years in the professional seryices, financial sector, and regulatory environment in the areas of auditing inspection, organization & methods, marketing, and general administration. She was Oirector of F-inance at KPNG Professional Services for over 14 years, and during this period, she was at the forefront of compilation, monitoring, evaluation, and reporting of the results of Profit Centres in KPMG, Nigeria, thereby aiding decision-making on g‹owth and profit sustenance initiatives.
ass. LaDfe said
Ms. Said has over 18 years of experience in Human Resources (HIttS. Recruitment, and Learning & Development). She is currently responsible for overseeing Human Resources, Brands & Communication for AXA entities io Africa. Before this, she vrof'xed at AxA Group Solutions in various capacities, from Head of Change Management to Head of fransfo mauon.
snaaEnorotns' eisnzs ro sex quEs=oasIn line with Rule 19.u(•) of the Listing Rules of The Nigerian Exchange Limited, Shareholders of the Company reserve the right to ask questions not only at the Annual General meeting but also in writing prior to the meeting,
and such questions must be submitted to the Company no less than 7 days to the date of the meeting. Such questions should be addressed to the Company Secretary and reach the Company at in Nead Office or by electronic mail at Legoftesm omonsord.tom
A copy of this notice, the virtual meeting Tim and other information relating to the meeting can be found at
hftgs://cerporote.oaomansord.com/.ENEStREANING OP1NE AGMThe meetings II he streamed hve online to enable shareholders, representatives of regulatory bodies, and other stakeholders to follow the proceedings online in real time. The link for the tive streaming of the meeting will be made available on the Company'swebsite at Mbps://cozporafe.axoznonsozd.comand wlll be streamed live oo the YouTube sociat media channel.
PROXY FORM
2. Io eject thefC|Iowin.g Oirertors of the
a, fi.s Abioio Mda
b. Ms Latfa Said
5, Io her.Iare inal di'-d end,
7, DfSCtoSure of remune'at‹on o!
Mar'ager and
8. To elect the share*a.hers
rep °se.otatives n*. t*c Statutory
AXA NANSARD INSURANCE PLC
RC 1 36
TFIIRTY-THIPD (33°) Aflut/AL CEIJERAL MEEIT IG ru be *oldv: ,uaIIy ma, rros://lirxrr ce/axarna-sa dagm on 'hursday, z
Ju 2O25a:NJ.00a .
Oated this
dayof
2025.
Sha:etoldeA Signature -
Signature of Proxy (if applicable)
Please :ndicate w:th an W" flow you wish your votes to be cast on the resolutfors set at›svc. Unless otherwise instr'ucted, the Proxy wilt you' or abstain from voting at hrs/hef/itsois on.
8e6ePnsr''n9@eose Year oil ftispo/iaridretain it I rodrn1/ona Me meeting
Name of skarehoder (in BLOCK LETTERS)
Shareholder I Account I+o:
Number of shares:
Please admit. to the 33"AnnuaI General Meeting of 9
iN¥URAaC£ PLc to be field virtually via, ///IuJ‹tr.ee/aresiarisen¥o$ rnn J&'ofJuIy 202S ac 10.00am
Signature of person attending:
The Shareholder orhis/her/in proxy is required to prodi«e this admission card to enter rhe Annual Denera Meeting.
Please be advised that to enable a Proxy gain entrance to the meeting the Proxy Form Shouid be duly completed and deiled to the
otfice oi she Regjst‹ars, DprBfdax Registrars Limited not later than 48 hours before the time fixed for the meeting,
IMPORTANT
Signature of the person adendlng: ........ ...... ...........................................