NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 26th Annual General Meeting of REGENCY ALLIANCE INSURANCE PLC will be held at the Regency Training Hall, in the Head Office, 2 Ebun Street, Gbagada Estate, Lagos, Lagos State, on Monday the 6th Day of July 2020 at 11am to transact the following business:
- To receive the Report of the Directors, the Audited Financial Statements for the year ended 31 December 2019 together with the Reports of the Auditors and the Audit Committee thereon.
- To re-elect the Director retiring by rotation.
- To elect members of the Audit Committee.
- To authorise the Directors to fix the remuneration of the Auditors.
To consider and if thought fit pass the following as Ordinary Resolutions:
- To approve the remuneration of Directors.
- To authorise the increase of the authorised share capital of the Company from #6,000,000,000.00 to #11,000,000,000.00 by the creation of 10,000,000,000 additional ordinary shares of 50kobo each ranking pari -passu in all respect with the existing shares in the Company’s equity.
- To authorise the Directors to raise additional capital for the Company up to the amount of the authorised share capital by way of special 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.
- To authorise the Directors in the event of the offer/issue being oversubscribed to capitalise the excess amount and allot additional shares to the extent that can be accommodated by the Company’s unissued share capital subject to regulatory approval and that the proceeds should be used for the same purpose as the offer/issue.
To consider and if thought fit pass the following as a Special Resolution
- That clause 6 of the Company’s Memorandum of Association be amended to reflect the increase in the share capital by deleting the words ‘the share capital of the Company is #6,000,000,000.00 divided into 12,000,000,000 ordinary shares of 50Kobo each’ and substituting therewith the words “ the share capital of the Company is #11,000,000,000.00 divided into 22,000,000,000 ordinary shares of 50Kobo each
In view of the prevailing circumstance, Government Directives on public gathering and the Company’s concern for the safety and wellbeing of Shareholders, Employees, Clients and all Stakeholders, and in compliance with the Guidelines of the Corporate Affairs Commission on the conduct of Public Companies Annual General Meetings by Proxy, the Company’s 26th Annual General Meeting shall be by proxy only. In compliance with the Directives and Regulations of the Government on maximum number allowable for public gathering and safety measures against the spread of Covid-19, the number in attendance shall be limited to 20 people.
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 need not be a member. A proxy form is attached to the Annual Report and Accounts. The proxy form can also be downloaded here PROXY FORM
In compliance with the Corporate Affairs Commission’s Guideline, attendance at the 26th Annual General Meeting shall be by proxy only, shareholders are required to appoint any one of the underlisted persons as their proxy:
- Mr. Clem Baiye (Acting Chairman)
- Mr. Biyi Otegbeye (GMD/CEO)
- Mrs. Anu Shobo (Company Secretary)
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.
The proxy forms will be stamped at the expense of the Company provided they are duly completed and submitted as stipulated above.
CLOSURE OF REGISTER
The Register of Members and Transfer Books of the Company will be closed from Monday the 15th day of June to Friday the 19th day of June 2020 (both days inclusive) for the purpose of reviewing and updating the Register of Members.
Several Dividend remains unclaimed or are yet to be presented for payment or to be returned to the Registrar for revalidation. A schedule of members who have Unclaimed Dividend is attached to the Annual Report and Accounts, such members are advised to write to or visit the Company’s Registrars, Meristem Registrars and Probate Services Limited, 213 Herbert Macaulay way, Ebute Metta, Lagos, Lagos State.
AUDIT COMMITTEE MEMBERS
In accordance with Section 359(5) of the Companies and Allied Matters Act (Cap. C20) Laws of the Federation, 2004, 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 issued by the the Securities and Exchange Commission, members of the Audit Committee are expected to have basic financial literacy to be able to read Financial Statements.
RIGHT OF SHAREHOLDERS TO 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 firstname.lastname@example.org before close of work on or before Monday the 29th day of June 2020.
E – ANNUAL REPORT
In addition to the posted Annual Report, 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 www.regencyalliance.com or from the website of the Registrars, Meristem Registrars and Probate Services Limited http://www.meristemregistrars.com
LIVE STREAMING OF THE AGM
To ensure shareholders, clients and other stakeholders who will not be attending the Company’s 26th Annual General Meeting physically watch the proceedings, the Annual General Meeting will be streamed live. Shareholders, clients, and other stakeholders can log on to www.regencyalliance.com to watch the live streaming.
BY ORDER OF THE BOARD
DATED THIS 1ST DAY OF JUNE 2020