AIICO INSURANCE : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

AIICO INSURANCE PLC(RC. 7340)

NOTICE OF 53rd ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 53rd Annual General Meeting ("Meeting") of AIICO Insurance Plc (the "Company") will be held on Thursday June 8, 2023, at The Shell Hall, Muson Centre, Marina, Lagos, Lagos State at 12.00pm to transact the following business:

A. Ordinary Business

1. To lay before the Meeting the report of the Directors, Statement of Financial Position as at December 31, 2022 together with the Statement of Profit or Loss and Other Comprehensive Income for the year ended on that date and the reports of the Auditors and the Audit Committee thereon.
2. To declare "a dividend of 3 kobo per share" amounting to ₦1,098,158,281 (One Billion, Ninety-Eight Million, One Hundred and Fifty-Eight Thousand, Two Hundred and Eighty-One Naira) only [subject to withholding tax] in respect of and out of the profit after taxation for the year ended 31st December 2022, payable to those shareholders whose names appear on the Register of members at the close of business on May 31, 2023.
3. To elect Mr. Rotimi Okpaise as a director of the Company
4. To re-elect the following directors retiring by rotation:
5. 1. Mrs. Folakemi Edun
   2. Mr. Ademola Adebise
6. To re-appoint Ernst and Young as External Auditors
7. To authorize the directors to fix the remuneration of the auditors.
8. To disclose the remuneration of Managers
9. To elect members of the Statutory Audit Committee.

On June 15, 2023, dividends will be paid electronically to shareholders whose names appear on the Register of Members as at May 31st, 2023 and who have completed the e-dividend registration and mandated the Registrar to pay their dividends directly into their Bank accounts.

1. APPOINTMENT OF MEMBERS OF THE STATUTORY AUDIT COMMITTEE.
   In accordance with Section 404(6) of the Companies and Allied Matters Act (CAMA) 2020, any shareholder may nominate another shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary not less than twenty-one (21) days before the date of the Annual General Meeting.
   Section 404(5) of CAMA 2020 has mandated that all members must be literate and at least a member should be financially literate and able to read and interpret financial statements.
   The Corporate Governance guidelines issued by the Securities and Exchange Commission stipulate that members of the Audit Committee should have basic financial literacy and should be able to read financial statements
   To comply with the above requirements nominations should have proof of nominee's financial literacy attached.
2. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES
   Some dividend warrants and share certificates remain unclaimed or are yet to be presented for payment or returned to the Company for revalidation. A list of such members is circulated with the Annual Report and Financial Statements. Members affected are advised to write to or call at the office of the Company's Registrar, Coronation Registrars Limited, 9 Amodu Ojikutu Street, Off Bishop Oluwole Street, Victoria Island, P.M.B. 12753, Lagos.
3. BIOGRAPHICAL DETAILS OF DIRECTORS
   Biographical details of Directors standing election/re-election are contained in the Annual Report and Accounts
4. WEBSITE
   A copy of this Notice and other information relating to the meeting can be found at http://www.aiicoplc.com.

8. RIGHT OF SECURITY HOLDERS TO ASK QUESTIONS

Securities Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company on or before the close of business on Tuesday, June 6, 2023.

BY ORDER OF THE BOARD

Donald KANU, PhD

Dated this 17th Day of April, 2023.

Company Secretary/Legal Adviser

AIICO Insurance Plc, AIICO Plaza,

PC 12, Churchgate Street (formerly, Afribank Street,)

Victoria Island,

Lagos.

PROXY FORM

Annual General Meeting to be held at 12 noon on Thursday 8th June 2023 at Shell Hall, Muson Centre, Marina Lagos State

I/We…………………………………………………………………………………………………………………………………………

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Being a member/members of AIICO Insurance Plc hereby appoint*

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Or failing him the Chairman of the Company as my/our proxy to act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on the Thursday 8th June 2023 and at any adjournment thereof.

Dated this………………………….Day of……………………………….2023

Shareholder's Signature……………………………………………………………..

*Delete as necessary

1. A member (Shareholder) entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy in his stead. All proxy forms should be deposited at the Company Secretary's Office not later than 48 hours before the time of holding the meeting.
2. In the case of joint Shareholders, any of such may complete the form, but names of all joint Shareholders must be stated.
3. If the Shareholder is a corporation, this form must be under its common seal or under the hand of an officer or attorney duly authorized.
4. Provision has been made on this form for the Chairman of the Company to act as proxy, but if you wish, you may insert in the blank space on the form (marked**) the name of any person whether a Member of the Company or not, who will attend the meeting and vote on your behalf instead of the Chairman.
5. The Stamp Duties Act, Cap 411, Laws of the Federation of Nigeria, 1990 requires that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of Shareholders must bear a Stamp Duty of three
   (3) kobo.
6. The proxy must produce the Admission Slip sent with the Notice of Meeting to obtain entrance to the Meeting

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