On December 8th, 2020, AIICO Insurance Plc held its 50th Annual General Meeting (AGM) at the Radisson Blu Hotel in Ikeja GRA, Lagos. Nairabrands was not there, but has been able to obtain a statement containing the resolutions that were reached at the meeting. Find below.
That the Reports of the Directors, Auditor, External Consultant on the Board Appraisal and Audit Committee together with the Audited Accounts for the financial year ended December 31, 2019 submitted to the meeting be and are hereby received and adopted.
- AIICO consulted widely and received advise that an amended resolution could be presented at the AGM, for the shareholders to approve. If approved, it becomes binding on all as the Shareholders have the ultimate say in matters of bonus and dividend decisions.
Consequently, the Board presented the proposed amended resolutions that would allow all the shareholders, whether or not they picked up their Rights, to benefit in full on the Bonus.
- The amendments to the resolutions are explained further below:
- Amendment to Resolution 2.1 – The initial resolution 2.1 had September 23, 2020 as the Qualification date. This meant that the Rights shares would not qualify as they had not been listed as of that date. Therefore, for this resolution, Board proposed to move the qualification date from 23 September 2020 to 28 December 2020 so that the Rights shares will qualify. Board further proposed a reduction in the number of bonus shares from 1 for 5 to 1 for 8. This is to ensure that AIICO could adequately pay this bonus from our opening retained earnings.
- Amendment to Resolution 2.2 – The initial resolution 2.2 had November 30, 2020 as the Qualification date. This meant that the Rights shares would not qualify as they were also not listed as of that day. Hence, we are proposing to also move the qualification date from November 30, 2020 to 28 December 2020 as we expect that the Rights shares would have been listed as of that date. This bonus of 1 for 5 shares are to be paid from the share premium account.
- The declaration of 1 (one) bonus share for every 8 (eight) ordinary shares held by existing shareholders of the Company as at December 28, 2020 to be paid from retained earnings. And Additional declaration of 1 (one) bonus share for every 5 (five) ordinary shares held by existing shareholders of the company as at December 28, 2020 to be paid from the share premium account. 409 voted in favour and 3 voted against.
- That the following Directors be and are hereby duly elected/re-elected:
- Mr. Olalekan Akinyanmi (NED)
- Mr. Raimund Snyders (NED)
iii. Mrs. Folakemi Edun (NED)
- Mr. Olusola Ajayi (ED)
- That Messrs. ERNST & YOUNG (E&Y) Professional Services be re-appointed as the Company’s Auditor until the end of the current financial year and that the remuneration and expenses of the Company’s Auditor Messrs. ERNST & YOUNG Professional Services be fixed by the Directors in respect of the period ending at the conclusion of the next Annual General Meeting.
- That the following persons be and are hereby appointed as members of the Company’s
Statutory Audit Committee:
Mr. Samaila Dalhat Zubairu
- Mr. Ademola Adebise
iii. Mr. Raimund Snyders
- Mrs. Esther Funke Augustine
- Chief Robert Igwe
- Chief Edmund Uzoma Njoku.
8. That the authorized share capital of the Company be and is hereby increased from N18,000,000,000.00 to N20,000,000,000, by the creation of additional 4,000,000,000 ordinary shares of N0.50 Kobo each, ranking pari passu in all respects with the existing ordinary shares of the Company, and that the capital clause of the Memorandum and Articles of Association of the Company, be altered accordingly and that the Board be and is hereby authorized to take all necessary steps to give effect to the aforementioned resolutions.