Notices of annual general meeting (agm)

¿¿'ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 31stAnnual General Meeting of Regency Alliance Insurance Plc. (the Company) will be held at the Rubby Hall, the Zone Business Hub, Plot 9 Gbagada Express way, Gbagada, Lagos, Lagos State, on Thursday the 30" Day of October 2025 at 11am. to transact the following business:

1. To receive the report of the Directors, the Audited Financial Statements for the year ended 31 December 2024 together with the reports of the Auditors and the Audit Committee thereon.

2. To re-elect Directors retiring by Rotation.

3. To Disclose the remuneration of Managers of the Company.

4. To elect members of the Audit Committee.

5. To authorise the Directors to fix the remuneration of the

   Auditors.

   Special Business:

   To consider and if thought fit to pass the following as ordinary resolutions:-

   PROXIES

   A member of the Company entitled to attend, and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy needs not be a member. A Proxy Form is attached to the Annual Report and Accounts. The proxy form can also be downloaded from the Company's website https://www.regencyaIIiance.com For the Proxy Form to be valid for the purpose of the meeting, it must be completed and deposited at the office of the Registrars; Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Yaba, Lagos not less than forty-Eight(48) hours prior to the time of the meeting.

   CLOSURE OF REGISTER

   The Register of Members and Transfer Books of the Company will be closed from Monday the 13" Day of October to Friday 17" of October 2025 (both days inclusive) for the purpose of reviewing and updating the register of members.

   UNCLAIMED DIVIDEND

   Several Dividend remains unclaimed or are yet to be presented for payment or

6. To approve the remuneration of Non-Executive Directors.

7. To authorise the Directors to raise additional capital for the Company by way of Private Placement, Public Offer, with or without a preferential allotment or Rights Issue or a combination of any of them within Nigeria or internationally and upon such terms and conditions that the Directors may deem fit in the interest of the Company subject to regulatory compliance and approval.

8. That further to the recapitalisation directive, the Board and Management be and are hereby authorised to take all necessary steps to execute all legal documents and receive all necessary regulatory and statutory approvals and to do all such things as may be expedient to facilitate the full capitalisation of the Company before or by the set deadline.

   To consider and if thought fit pass the following as special resolutions:

9. That pursuant to Section 142 of the Companies and Allied Matters Act, 2020, the pre-emptive rights of the shareholders in respect of the issuance of new shares of the Company be and are hereby waived, and the Directors of the Company be and are hereby authorised to allot and issue such shares to such persons, on such terms and conditions (including pricing, class, and payment terms), and at such times as the Directors may deem fit in the best interest of the Company, without first offering the same to the existing shareholders in proportion to their existing shareholdings."

10. That following the recommendation of the Directors and pursuant to Article 134 of the Company's articles of Association that the sum of #2,000,625,000.00 from the Retained Earnings Account be capitalised and set free for distribution amongst holders of ordinary Shares of the Company on the register of members at the close of business on Friday The 10" day of October 2025, in proportion to the Shares held by them respectively on that day. On condition that the same be not paid in cash but be applied in paying up in full at par for 4,001,250,000 units of ordinary Shares of 50kobo each to be allotted, distributed and credited as fully paid up to and amongst the said holders of ordinary Shares in proportion of one (1) ordinary Share of 50kobo for three(3) ordinary Shares of 50Kobo held by them on that date, and such new shares shall rank for all purpose pari passu with the existing issued ordinary Shares of the Company.

That clause 6 of the Company's Memorandum of Association be amended to reflect the increase in the share capital to the amount so raised following resolution 7 above.

to be returned to the Registrar for revalidation. A schedule of members who have Unclaimed Dividend is attached to the Annual Reports and Accounts, such members are advised to write to or visit the Company's Registrars, Detachable forms in respect of mandate for e-dividend payment, Shareholder's data update are attached to the Annual Report and Accounts for your completion. Any Shareholder who is affected by this notice is advised to complete the form(s) and return same to the Company's Registrar Meristem Registrars and Probate Services Limited, 213 Herbert Macaulay way, Ebute Metta, Lagos, Lagos State.

RE - ELECTION OF DIRECTOR

In line with the provisions of the Companies and Allied Matters Act, 2020, Mr. Donald James Etim will retire by rotation and being eligible offers himself for re

- election at the Annual General Meeting. His profile is on page 14 of the Annual Report and Accounts for the year ended 31" December 2024.

AUDIT COMMITTEE MEMBERS

In accordance with Section 404(6) of the Companies and Allied Matters Act, 2020, any Shareholder may nominate another Shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the Annual General Meeting.

Please note the provisions of the Code of Corporate Governance, 2018 that members of the Audit Committee are expected to have basic financial literacy to be able to read Financial Statements.

RIGHT OF SHAREHOLDERSTO ASK QUESTIONS

Shareholders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting. Such questions must be submitted to the Company Secretary or sent to info@regencyalliance.com before close of work on or before Thursday the 23'° day of October 2025.

E - ANNUAL REPORT

In addition to the posted Annual Report CDs, soft copy of the Annual Report will be mailed to all Shareholders who have provided their Email addresses. The soft copy can also be downloaded from the Company's website https://www.regencyaIIiance.com or from the website of the Registrars ,

LIVESTREAMING OF THE AGM

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