Coronation Insurance PlcNSENG: WAPIC

Notice of extraordinary general meeting

· Issued by Coronation Insurance Plc

RC 1647

CORONATION

INSURANCE PLC

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of members of CORONATION INSURANCE PLC ("the Company") will hold virtually at 10:00a.m on April 24, 2026, to transact the following business:

SPECIAL RESOLUTIONS

"That in compliance with the provisions of the Companies and Allied Matters Act, 2020 (CAMA 2020), The Investment and Securities Act, 2025, the Rulebook of the Nigerian Exchange Limited, the Nigerian Insurance Industry Reform Act and other regulations and directives of the National Insurance Commission (applicable to the Company as a non-life insurance underwriter) and the Company's Memorandum and Articles of Association:

  1. That the Company be and is hereby authorised to raise additional capital of up to N9,000,000,000.00 (Nine Billion Naira) or such other amount or their equivalent in foreign currencies as the Board of Directors may determine, through a private placement.

  2. That the share capital of the Company be increased by the exact number of ordinary shares required to accommodate the new shares to be issued pursuant to the Private Placement, ranking pari passu in all respects with the existing ordinary shares of the Company.

  3. That the Board of Directors be and is hereby authorised to

    8 AND THAT the shareholders hereby ratify and adopt all steps already taken by the Board of Directors in connection with the proposed capital raise through Private Placement.

    Dated this 3rd Day of April 2026 BY ORDER OF THE BOARD

    Mary Agha

    Company Secretary (FRC/2013/NBA/00000002817)

    NOTES

    1. PROXY

      Any member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. To be valid, a proxy form must be completed and stamped by the Commissioner

      of Stamp Duties and emailed to clients4coronationregis-trars.com or deposited at the registered office of the

      allot the new ordinary shares created in connection with the

      private placement at a price of N2.16 (or as otherwise determined by the Board), to one or more investors in such tranches and on such terms and conditions as shall be determined by the Board.

  4. That the Board of Directors be and is hereby authorised to finalize the terms and timeline for the Private Placement, as well as to consider, negotiate, finalize, and approve the list of potential investors in the Private Placement.

  5. That the Board of Directors be and is hereby authorized to appoint all professional parties and execute, sign, or enter into all agreements, documents, deeds, under takings or instruments necessary for the successful implementation of the Private Placement.

That the Board of Directors be and is hereby authorised to take such further actions and do such further things as may be required to give effect to the above resolutions including but not limited to obtaining the approvals of the relevant regulatory authorities including the National Insurance Commission, the Securities and Exchange Commission and the Nigerian Exchange Limited as well as complying with the directive(s) of any relevant regulatory authority.

7 That the Company Secretary be and is hereby authorised to take requisite steps to reflect the changes in the share capital structure of the Company at the Corporate Affairs Commission, including but not limited to effecting the necessary amendments to the Company's Memorandum and Articles of Association to reflect the increase in the Company's share capital pursuant to the foregoing resolutions.

Company's Registrar at Plot 09, Amodu Ojikutu Street, Off Saka Tinubu Street, Victoria Island, Lagos not later than 48hours prior to the time of the meeting.

  1. Closure of Register of Members

    The Register of Members and Transfer Books of the Company will be closed on April 10, 2026, to enable the Registrar to prepare the register of shareholders eligible to attend and vote at the meeting.

  2. Rights of Shareholders to Ask Questions

    Members reserve the right to ask questions at the EGM. Members may also submit their questions in writing to the Company in line with Rule 19.12a of the Listing Rules of the Nigerian Exchange Limited. Such questions must be addressed to the Company Secretary by electronic mail to companysecretriat§coronationinsurance.com.ngor delivered to The Company Secretariat, Coronation Insurance Plc, 119, Awolowo Road, Ikoyi, Lagos not later than 7 days to the date of the Extraordinary General Meeting.

  3. Live Streaming of the Extraordinary General Meeting Pursuant to the provisions of the Business Facilitation (Miscellaneous Provisions) Act 2022 which allows public companies to hold general meetings electronically, the EGM will be held virtually. The link for live streaming of the Meeting will be made available on the Company's website at https://www.coronation.ng.

Website

A copy of this Notice and other information relating to the meeting would be found on the Company's website at www.coronation.ng and on the ShareholderLive by Coronation platform via https://www.coronation.ng/institu-tional/about-us/registrars.

Coronation Insurance Plc || 119 Awolowo Road, lkoy/II 02-012275475 II 02-012275476 II Info@coronationinsurance.com.ng II www.coronation.ng



THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or any action to be taken, you should immediately consult your Stockbroker, Solicitor, or any other independent professional adviser duly registered as a capital market operator under the Investment and Securities Act 2025.

If you have sold or otherwise transferred all your shares in Coronation Insurance Plc, please give this document to the purchaser or transferee or to the Stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

The receipt of this document or any information contained in it or supplied with it or subsequently communicated to any person does not constitute investment advice to a shareholder from Coronation Insurance Plc or to any other person by the company or its directors and the company does not commit to providing shareholders with any other information, updates or corrections to this document or the information contained herein.

EXPLANATORY NOTE INSURANCE PLC

RC 356613

Coronation Insurance Plc || 119 Awolowo Road, lkoy/II 02-012275475 II 02-012275476 II Info@coronationinsurance.com.ng II www.coronation.ng



EXPLANATORY NOTE TO SHAREHOLDERS OF CORONATION INSURANCE PLC ON THE RESOLUTIONS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 24, 2026

This Explanatory Note has been prepared to provide shareholders of Coronation Insurance Plc ("the Company" or "Coronation Insurance") with information in respect of the Special Resolutions proposed for consideration at the Extraordinary General Meeting ("EGM") of the Company, scheduled to be held virtually via Zoom and hosted from the Company's Head Office at 119 Awolowo Road, Ikoyi, Lagos on April 24, 2026.

  1. Background

    Coronation Insurance Plc has articulated a clear strategic ambition focused on expanding market share, enhancing customer experience, and strengthening the competitive positioning of the Company and its subsidiaries. The Company currently operates two subsidiaries - Coronation Life Assurance Limited and Coronation Insurance Ghana Ltd. As part of its growth strategy, the Company intends to expand its regional footprint to five (5) African countries by 2028. In furtherance of this objective, the Company has received Approval-in-Principle to commence operations in Kenya (Coronation Insurance Kenya), a Key economic hub in East Africa.

    The recent enactment of the Nigerian Insurance Industry Reform Act 2025 ("NIIRA 2025" or "the Act") has revised the minimum share capital requirements for insurers. In addition, guidelines issued by the National Insurance Commission ('NAICOM") stipulate that inadmissible assets shall not be included in the computation of an insurer's Minimum Capital Requirement or solvency margin.

    Accordingly, Coronation Insurance Plc intends to maintain capital buffers in excess of the revised regulatory thresholds, particularly in light of its planned regional expansion.

  2. Coronat1on Insurance Plc

    Coronation Insurance Plc ("Coronation Plc") is a licensed non-life insurance company. It operates Coronation Life Assurance Limited ("Coronation Life"), a Nigerian-licensed life insurance company, and Coronation Insurance Ghana Ltd, a Ghanaian-licensed non-life insurance company.

    Having considered various capital-raising alternatives, the Board of Directors has determined that the most efficient and expedient approach is to undertake a Private Placement of new Ordinary Shares.

  3. Rationale for Proposed Private Placement

    The Board has identified the need to raise additional capital in order to:

    1. Raise cash and increase the proportion of admissible assets, thereby maintaining statutory capital adequacy and complying with the revised minimum capital requirements for both non-life and life insurance businesses;

    2. Fund regional expansion and build the infrastructure required to support the Company's planned roll-out of insurance subsidiaries across Africa;

    3. Enhance the company's solvency margin and underwriting capacity.

      In the light of the foregoing, the Board proposes to raise approximately fé9,000,000,000 (Nine Billion Naira) through a Private Placement.

      The Private Placement is considered advantageous for the following reasons:

      • Speed of Execution: A Private Placement can be completed within a shorter timeframe than a public offering, enabling timely compliance with NAICOM's recapitalisation deadlines:

      • Pricing Flexibility: The structure allows for efficient price discovery and flexibility in attracting institutional and strategic investors;

      • Regulatory Alignment: The proposed transaction is consistent with NAICOMs recapitalisation framework and aligns with the Company's recapitalisation plan submitted in September 2025 and updated in March 2026.

      Coronation Insurance Plc || 119 Awolowo Road, lkoy/II 02-012275475 II 02-012275476 II Info@coronationinsurance.com.ng II www.coronation.ng

  4. Application of Proceeds of the Private Placement

The net proceeds of the Private Placement will be applied as follows:

  • Capitalisation of Coronation Life Assurance Limited: An equity injection of approximately N2,000,000,000 (Two Billion) to ensure compliance with the revised minimum capital requirement of N10,000,000,000 (Ten Billion Naira) for life insurers;

  • Balance Retention: The remaining proceeds will be retained within Coronation Insurance Plc to strengthen its capital base and support strategic growth and regional expansion.



Terms of the Private Placement

Subject to shareholder approval at the EGM and the receipt of requisite regulatory approvals, Coronation Insurance Plc proposes to offer up to 4,285,714,286 new Ordinary Shares by way of Private Placement at an offer price of N2.16 per share, to raise up to H9,000,000,000 (Nine Billion Naira).

The new shares will be offered to a maximum of 50 investors, in compliance with the provisions of the Companies and Allied Matters Act 2020 (as amended) and the rules of the Securities and Exchange Commission on Private Placements.

The new Ordinary Shares will rank pari passu with the existing Ordinary Shares of the Company in all respects, including entitlement to dividends declared after the date of allotment (provided the relevant qualification date falls after such allotment).

  1. Meet1ng to Approve the Proposed Resolution

    The Extraordinary General Meeting of Coronation Insurance Plc will be held on April 24, 2026. Shareholders will be invited to consider and, if thought fit, approve the proposed resolutions. Each shareholder will be entitled to one vote for every ordinary share held. Voting at the EGM will be conducted by poll.

    Subject to the approval of the resolutions by the requisite majority, all necessary filings will be made with the Corporate Affairs Commission, and the Securities and Exchange Commission.

  2. Actions to be Taken

    A shareholder entitled to attend and vote at the EGM may appoint a proxy to attend, speak, and vote on his/her behalf. A proxy need not be a shareholder of the company. To be valid, a proxy form must be duly completed, stamped by the Commissioner for Stamp Duties and either:

    • emailed to clients@coronationregistrars.com or

    • deposited at the registered office of the Company's registrar at Plot 09, Amodu Ojikutu Street, Off Saka Tinubu Street, Victoria Island, Lagos

      not later than 48 hours prior to the time of the meeting.

  3. For Further Information, please contact:

Mary Agha

Company Secretary

FRC/2013/NBA/00000002817

Coronation Insurance Plc

119, Awolowo Road, lkoyi, Lagos

Email: companysecretriatecoronaGoninsurance.com.ng

Coronation Insurance Plc || 119 Awolowo Road, lkoy/ II 02-012275475 II 02-012275476 II Info@coronationinsurance.com.ng II www.coronation.ng

Updated Proxy Form

PROXY FORM

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING OF MEMBERS OF CORONATION INSURANCE PLC ("THE COMPANY") AND ITS SHAREHOLDERS

SPECIAL RESOLUTIONS

"At the Extraordinary General Meeting, the following sub-joined resolutions will be proposed and if thought fit passed as a special resolution of the Company:

  1. That the Company be and is hereby authorised to raise additional capital of up to N9,000,000,000.00 (Nine Billion Naira) or such other amount or their equivalent in foreign currencies as the Board of Directors may determine, through a private placement.

  2. That the share capital of the Company be increased by the exact number of ordinary shares required to accommodate the new shares to be issued pursuant to the Private Placement, ranking pari passu in all respects with the existing ordinary shares of the Company.

  3. That the Board of Directors be and is hereby authorised to allot the new ordinary shares created in connection with the private placement at a price of N2.16 (or as otherwise determined by the Board), to one or more investors in such tranches and on such terms and conditions as shall be determined by the Board.

  4. That the Board of Directors be and is hereby authorised to finalize the terms and timeline for the Private Placement, as well as to consider, negotiate, finalize, and approve the list of potential investors in the Private Placement.

  5. That the Board of Directors be and is hereby authorized to appoint all professional parties and execute, sign, or enter into all agreements, documents, deeds, under takings or instruments necessary for the successful implementation of the Private Placement.

  6. That the Board of Directors be and is hereby authorised to take such further actions and do such further things as may be required to give effect to the above resolutions including but not limited to obtaining the approvals of the relevant regulatory authorities including the National Insurance Commission, the Securities and Exchange Commission and the Nigerian Exchange Limited as well as complying with the directive(s) of any relevant regulatory authority.

  7. That the Company Secretary be and is hereby authorised to take requisite steps to reflect the changes in the share capital structure of the Company at the Corporate Affairs Commission, including but not limited to effect-ing the necessary amendments to the Company's Memorandum and Articles of Association to reflect the increase in the Company's share capital pursuant to the foregoing resolutions.

  8. AND THAT the shareholders hereby ratify and adopt all steps already taken by the Board of Directors in connection with the proposed capital raise through Private Placement.

FOR

AGAINST

Please indicate how you wish your vote to be cast on the sub-joined resolution set out above by placing an "x" in the appropriate box. Unless otherwise instructed, the proxy will vote or abstain from voting at his discretion.

I/We,

Shareholder's Name: ………………………………………………… Address: ………………………………………………………………... Account Number: ……………………………………………………... No of shares held: …………………………………………………….

being the registered holder(s) of the ordinary shares of Coronation Insurance Plc,

hereby appoint* ..........................................................................................

or failing him/her ………………………………………………………….

as my/our proxy to vote on my/our behalf at the Extraordinary General Meeting of the holders of the ordinary shares of the Company to be held by 10am on 24th of April, 2026 or at any adjournment thereof.

Signed this ........................................ day of 2026

Shareholder's Signature .............................................................................

NOTES:

  1. Members (shareholder) are allowed by law to vote by proxy and this proxy form has been prepared to enable you to exercise your right to vote in case you cannot personally attend the meeting.

  2. Shareholders can elect any other person as proxy of their choice

  3. Voting at the Extraordinary General Meeting will be by poll which means that each shareholder has one vote for each of the shares he/she/it holds in Coronation Insurance PLC.

  4. Please sign and post the Proxy Form so as to reach the registrar not less than 24 hours before the time appointed for the Extraordinary General Meeting and ensure that the Proxy Form is dated and signed. If executed by a corporate body, the Proxy Form should be sealed with the Common Seal.

  5. The Company has made arrangements, at its cost, for the stamping of the duly completed and signed proxy forms submitted to the Registrars within the stipulated time

  6. The explanatory note provide information essential to a Sharehoder's

appraisal of the proposed private placement.

IF YOU ARE UNABLE TO ATTEND, PLEASE:

  1. Write the name of your proxy (if any) where marked*

  2. Ensure that the form is signed by you and your proxy

    Return the Proxy Form to reach the address shown overleaf not less than 24 hours before the time for holding the meeting.

  3. Return the Proxy Form to reach the Company Registrars, Coronation Registrars Limited, at No 9 Amodu Ojikutu St, Victoria Island, Lagos, not less than 24 hours before the time for holding the meeting

Before posting the above form, please tear off this section and retain it to facilitate your admission to the meeting.

Please admit the shareholder named on this admission form or his/her duly appointed proxy to the Extraordinary General Meeting to be held as follows:

Shareholder's Name……………….…………………………………. Address……………………………………………………..……………. No of shares held…………..………………………………...………….

Signature…………..……………………………………......................

PROXY SHAREHOLDER

DATE: 24 April 2026

TIME: 10:00am

VENUE: Virtual by zoom

Coronation Insurance Plc || 119 Awolowo Road, Ikoyi || 02-012275475 || 02-012275476 || Info@coronationinsurance.com.ng || https://www.coronation.ng

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