A nörrenberger company International Energy Insurance Plc (RC.6126)
Head Office9th floor, FF Millennium Tower, 13/14 Ligali Ayorinde Street, Victoria Island, Lagos, Nigeria. Abuja Office
31, Adamu Ciroma Crescent,
Jabi, Abuja.
Port Harcourt Office10, Evo Road off Olu-Obasanjo way, G.R.A Phase II,
Port Harcourt, Rivers State.
Phone: 02012806990-1
Email: info@ieiplcng.com Website: ieiplcng.com NOTICE OF THE EXTRA- ORDINARY GENERAL MEETING OF INTERNATIONAL ENERGY INSURANCE PLC NOTICE IS HEREBY GIVEN that the Extra-Ordinary General Meeting of International Energy Insurance PLC (the"Company") will hold virtually on 31st December 2025 at 11am prompt, to transact the following businesses:
SPECIAL BUSINESSTo consider and if thought fit, pass the following as an ordinary resolution of the Company:
That the deposit for shares in the sum of N2,000,000,000 (Two Billion, Naira) made by Norrenberger Advisory Partners Limited ("NAPL") be converted to equity in favour of NAPL by the creation of 1,250,000,000 (One Billion, Two Hundred and Fifty Million Shares) ordinary shares of N0.50K each at the price of N1.60k per share; ranking pari passu in all respects with the existing ordinary shares in the Company's capital.
To consider and if thought fit, pass the following sub-joined resolutions as an ordinary resolution of the Company:
That the Company be and is hereby authorised to raise an additional capital of up to N17,500,000.00 (Seventeen Billion, Five Hundred Million Naira) or such other amount as the Board of Directors (the "Board") may determine, by way of Private Placement, Rights Issue, Public Offer, Strategic Investor Participation, or a combination thereof, in such tranches, series, amounts, pricing, or proportions, and on such terms and conditions, and on such dates as the Board may deem determine, subject to obtaining all relevant regulatory approvals.
That the Share Capital of the Company be and is hereby increased to such amount as may be required to accommodate the new shares to be issued pursuant to the capital raise, ranking pari passu in all respects with the existing ordinary shares of the Company and that the new shares thus created be allotted pursuant to the capital raise and registered with the Securities and Exchange Commission, the Corporate Affairs Commission, the Nigerian Exchange limited and any other regulatory authority.
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To consider and if thought fit, pass the following as an ordinary resolution of the Company:
Board Chairman: Alh. Bukar Goni Aji OON, CFR Ag. Managing Director: Joyce M. Odiachi Ph.D. Board Members: Tony Edeh, Mohammed Mijindadi, Chamberlain S. Peterside Ph.D, Adeyinka Hassan Ph.D, Oluwateniola EleoramoInternational Energy Insurance Plc is authorized, licensed and regulated by the National Insurance Commission (NAICOM) RIC 020
A nörrenberger company
That the Memorandum and Articles of Association of the Company be amended accordingly to reflect the Company's new share capital and any applicable amendment in line with the Companies and Allied Matters Act, 2020.
To consider and if thought fit, pass the following as an ordinary resolution of the Company:
That the Board be and are hereby authorized to take all steps and do all acts that the Board may deem necessary or reasonably desirable to implement the Resolutions above (including but not limited to):
Executing and filing applicable forms, disclosure requirements, documents or applications with the regulatory authorities;
Engaging and hiring such advisers, professionals and parties that it may deem necessary, upon such terms and conditions that it may deem appropriate regarding the implementation of the aforementioned resolutions; and
Complying with the directives of any regulatory authority and do all such other things as may be necessary for or incidental to, or as they deem appropriate to give effect to the spirit and intent of the above resolutions.
That all acts carried out by the Board and/or Management of the Company in connection with the above resolutions be and are hereby approved and ratified.
DCS Place, 8 DCS Street Off Remi Olowude Way Lekki Phase 1, Lagos
A nörrenberger company
NOTES:-
PROXY
Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment of the proxy to be valid, a proxy form must be completed and deposited either at the office of the Company's Registrar, Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Yaba, Lagos (the "Registrar"), or sent by email to info@meristemregistrars.com, not later than 48 hours before the time fixed for the Meeting. A blank proxy form is attached to the Annual Report and may also be downloaded from the Company's website at www.ieiplcng.com.
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VIRTUAL MEETING AND ACCESS LINK
In accordance with applicable laws allowing virtual company meetings, this EGM will be held electronically. Members are to access the meeting via the virtual link, which will be published on the Company's website https://www.ieiplcng.com and on the Registrars' website (https://www.meristemng.com) not less than 48 hours before the EGM.
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CLOSURE OF THE REGISTER OF MEMBERS
The Register of Members and Transfer Books of the Company will be closed from 22nd December 2025 to 26th December 2025 (both dates inclusive) for the purpose of updating the Register of Members.
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NO VOTING BY INTERESTED PARTIES
In line with the provisions of Rule 20.8 (2)(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on the resolutions above.
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RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
Pursuant to Rule 19.12.(c) of the Nigerian Exchange Limited Rulebook 2015, Shareholders have the right to ask questions not only at the EGM and but also in writing prior to the meeting. Such questions must be submitted to the Company Secretary by electronic mail to ranti@detailsolicitors.com, cc info@ieiplcng.com,
on or before 24th December 2025.
- WEBSITE
A copy of this Notice, Proxy Form and other information relating to the meeting can be found at https://www.ieiplcng.com
A nörrenberger company PROXY FORM I/We of being a member of International Energy Insurance Plc hereby appoint of to act as my proxy, to vote for me and on my behalf at the Extra-Ordinary General Meeting of the Company to be held on Wednesday, 31st December 2025 and at every adjournment thereof. As Witness under my hand this day of 2025. Signed | ||||||
S/N | RESOLUTIONS | FOR | AGAINST | |||
SPECIAL BUSINESS | ||||||
1. | To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company: 1.1 The deposit for shares in the sum of N2,000,000,000 (Two Billion, Naira) made by Norrenberger Advisory Partners Limited ("NAPL") be converted to equity in favour of NAPL by the creation of 1,250,000,000 (One Billion, Two Hundred and Fifty Million Shares) ordinary shares of N0.50K each at the price of N1.60 per share; ranking pari passu in all respects with the existing ordinary shares in the Company's capital. | |||||
2. | To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company: 2.1 That the Company be and is hereby authorised to raise an additional capital of up to N17,500,000.00 (Seventeen Billion, Five Hundred Million Naira) or such other amount as the Board of Directors (the "Board") may determine, by way of Private Placement, Rights Issue, Public Offer, Strategic Investor Participation, or a combination thereof, in such tranches, series, amounts, pricing, or proportions, and on such terms and conditions, and on such dates as the Board may deem determine, subject to obtaining all relevant regulatory approvals. | |||||
2.2 That the Share Capital of the Company be and is hereby increased to such amount as may be required to accommodate the new shares to be issued pursuant to the capital raise, ranking pari passu in all respects with the existing ordinary shares of the Company and that the new shares thus created be allotted pursuant to the capital raise and registered with the Securities and Exchange Commission, the Corporate Affairs Commission, the Nigerian Exchange limited and any other regulatory authority. | |||||
3. | To consider and if thought fit, pass the following as an ordinary resolution of the Company:
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4. | To consider and if thought fit, pass the following sub-joined resolutions as an ordinary resolution of the Company:
the above resolutions. |
4.2 That all acts carried out by the Board and/or Management of the Company in connection with the above resolutions be and are hereby approved and ratified. | |||||
Please mark an "X" in the appropriate box to indicate how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain from voting at his/her discretion. | |||||
