RC 1647
INSURANCE
NOTICE OF ANNUAL GENERAL MEETING
ORDINARY BUSINESS/ORDINARY RESOLUTION
To receive the Company's Audited Financial Statements for the year ended December 31, 2024, and the Reports of the Directors, Auditors, Board Evaluation Consultants and Audit Committee thereon.
The aforementioned forms can also be filled and submitted on the Coronation Registrars Limited's website at https://www.coronationregistrars.com. Shareholders are required to update their email address and other contact details with the Registrars by using this link https://crlselfservice.coronation.ng/.
CLOSURE OF REGISTER OF MEMBERS
The Register of Members and Transfer Books of the Company will be closed on July 25, 2025, to enable the Registrar prepare the register of shareholders eligible to attend and vote at the meeting.
To elect Mr. Augustine Alegeh SAN, CON as an Independent Non-Executive
Director.
To re-elect Mr. Mutiu Sunmonu CON who is 70 years old but eligible for re-election as a Non-Executive Director pursuant to Section 282 of the Companies and Allied Maters Act 2020.
To re-elect Mrs. Ibijoke Adenuga as a Non-Executive Director.
To re-appoint the External Auditors
To authorize the Directors to fix the remuneration of the External Auditors
for the 2025 Financial Year.
To disclose the remuneration of Managers of the Company in line with the provisions of the Companies and Allied Matters Act, 2020.
ELECTION/ RE-ELECTION OF DIRECTORS
The following Directors are being proposed for election/re-election:
Mr. Augustine Alegeh is being proposed for election as an Independent Non-Executive Director.
Mr. Mutiu Sunmonu is being proposed for re-election as a Non-Executive Director.
Mrs. Ibijoke Adenuga is being proposed for re-election as a Non-Executive Director.
The appointment of Mr. Augustine Alegeh is subject to the approval of the National Insurance Commission (NAICOM). The profiles of the Directors for election/re-election are contained in the Annual Report.
To elect/re-elect members of the Statutory Audit Committee.
SPECIAL BUSINESS/ORDINARY RESOLUTION
That in compliance with the Rules of the Nigerian Exchange Limited governing transactions with Related Parties or Interested Persons, the Company and its related entities be and are hereby granted a General Mandate in respect of all recurrent transactions entered into with a Related Party or Interested Person, provided such transactions are of a revenue or trading nature or are necessary for the Company's day-to-day operations. This Mandate shall commence on the date on which this resolution is passed
ELECTRONIC ANNUAL REPORT
The electronic version of the Annual Report is available on the Company's website at https://www.coronation.ng. 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 may request via email to customercare@ coronationregistrars.com or companysecretariat@coronationinsurance.com.ng. The Annual Report can also be downloaded from the website of the Registrars: https://www.coronation.ng/institutional/ about-us/registrars/.
and continue to operate until the date on which the next Annual General
Meeting of the Company is held.
To authorize the Directors to appoint an external consultant to conduct the Annual Board Performance Appraisal for the Financial Year ending December 31, 2025.
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 proxy form is attached to the Notice, and it is valid for the purpose of the Meeting. All instruments of proxy should be duly stamped at the Stamp Duties Office and deposited at the office of the Registrars, Coronation Registrars Limited, Plot 9, Amodu Ojikutu Street, off Saka Tinubu Street, Victoria Island, Lagos, or via e-mail at eforms@coronationregistrars.com not later than 48 hours prior to the time of the Meeting. The blank proxy form may also be downloaded from the website of the Registrars at https://www.coronation.ng/institutional/ about-us/registrars/. Note that the payment of the stamp duties for all instruments of proxy shall be at the Company's expense. In the case of Joint Shareholders, the signature of any one of them will suffice, but the names of all the Joint Shareholders must be stated. If the Shareholder is a corporation the proxy form must be under the Common Seal or under the hand of the same officer or attorney duly authorized by the Corporation to act on its behalf. MARY AGHADated this 21st day of July 2025 BY ORDER OF THE BOARD Company Secretary FRC/2013/NBA/00000002817
NOTES
LIVE STREAMING OF THE ANNUAL GENERAL MEETING
A link for the live streaming of the Meeting will be sent to shareholders by email and available on the Company's website at https://www.coronation.ng in due course
E-MANDATE
Shareholders are kindly requested to update their E-mandate records with the Registrar - Coronation Registrars Limited. Detachable forms in respect of mandate for unclaimed dividend and shareholders data update are attached to the Annual Report for convenience. The duly completed forms should be returned to Coronation Registrars Limited, Plot 9, Amodu Ojikutu Street, Victoria Island, Lagos.
QUESTIONS FROM SHAREHOLDERS
Shareholders and other holders of the Company's 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, Coronation Insurance Plc, 119, Awolowo Road, Ikoyi, Lagos or by email to companysecretriat@ coronationinsurance.com.ng not later than 7 days to the date of the Meeting. Questions and answers will be presented at the Annual General Meeting.
VOTING BY INTERESTED PERSONS
In line with the provisions of Rule 20.8 (h) Rules Governing Related Party Transactions of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives or associates abstain from voting on Resolution 9.
STATUTORY AUDIT COMMITTEE
The Statutory Audit Committee consists of three (3) Shareholder members and two (2) Directors.
In accordance with Section 404(6) of the Companies and Allied Matters Act 2020, any Member may nominate a Shareholder as a Member of the Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 (Twenty-One) days before the Annual General Meeting.
Section 404(5) of the Companies and Allied Matters Act 2020 provides that all members of the Statutory Audit Committee shall be financially literate and at least One (1) member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly.
The Nigerian Code of Corporate Governance issued by the Financial Reporting Council of Nigeria as well as the Corporate Governance Guidelines issued by the Securities & Exchange Commission respectively also provides that members of the Statutory Audit Committee should be financially literate and able to read and interpret financial statements.
Consequently, a detailed resume disclosing requisite qualifications should be
submitted with each nomination.
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