CONSOLIDATED HALLMARK INSURANCE : NOTICE OF ANNUAL GENERAL MEETING (AGM)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 28th Annual General Meeting of the Members of Consolidated Hallmark Insurance Plc will be held on the 24th of May 2023 at 11.00am prompt at Agip Recital Hall, Muson Centre, 8/9 Marina, Lagos to transact the following business:

ORDINARY BUSINESS

1. To receive the Company's Audited Financial Statement for the year ended 31st December 2022 together with the reports of the Directors, Auditors and Audit Committee thereon.
2. To declare a dividend.
3. To re-elect Directors.
4. To re-appoint the Auditors.
5. To authorize the Directors to determine the remuneration of the Auditors.
6. To disclose the remuneration of Managers of the Company
7. To elect Members of the Audit Committee.

SPECIAL BUSINESS

1. To approve the remuneration of the Directors for the year ending 31st December 2023.

Dated this 26th day of April 2023.

BY ORDER OF THE BOARD

RUKEVWE FALANA

Company Secretary

FRC/2016/NBA/00000014035

PROXY:

A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a Member of the Company. Executed form of proxy should be deposited at the Company's Registrars' Office, Meristem Registrars & Probate Services Ltd, or via email at info@meristemregistrars.comnot less than 48 hours before the time of holding the meeting. To be effective the proxy form should be duly stamped and signed by the Commissioner for Stamp Duties.

LIVE STREAMING OF THE AGM

The AGM will be streamed live online. This will enable Shareholders and other Stakeholders who will not be attending physically to follow the proceedings. The link for the AGM live streaming will be made available on the Company's website at www.chiplc.com

CLOSURE OF REGISTER AND TRANSFER BOOKS

The Register of Members and transfer books will be closed from Friday, 14th April 2023 to 20th April 2023 (both dates inclusive) for the purpose of dividend payment making Thursday, April 13th, 2023, the qualification date.

DIVIDEND PAYMENT:

The Board of Directors of the Company has recommended a dividend of N0.03 that is 3Kobo per ordinary share of 50Kobo, which is payable less withholding tax. If the recommendation is approved at the forthcoming Annual General Meeting, the Shareholders whose names appear in the Register of Members as at the close of business on the 13th of April 2023 will have their accounts credited immediately after the Annual General Meeting on 24th May 2023.

E-DIVIDEND

All Shareholders are hereby advised to update their records and forward details of such records and account numbers to the Company's Registrars, Meristem Registrars & Probate Services Limited for faster receipt of dividend. Detachable forms in respect of mandate for e-dividend payment, unclaimed/stale dividend payment and 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 Registrars, Meristem Registrars & Probate Services Limited, 213 Herbert Macaulay Way, Adekunle, Yaba, Lagos.

Please note that the aforementioned forms can also be downloaded from the Company's website: www.chiplc.com.

RIGHT OF SECURITIES' 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 may be submitted to the Company at 266 Ikorodu Road, Obanikoro, Lagos or via email at info@chiplc.comon or before the 19th May 2023.

E-ANNUAL REPORT

The electronic version of this Annual report (e-annual report) can be downloaded from the Company's website www.chiplc.com.The e-annual report will be emailed to all Shareholders who have provided their email addresses to the Company's Registrars. Shareholders who wish to receive the e-annual report are kindly requested to send an email to info@chiplc.comor investorrelations@chiplc.comor info@meristemregistrars.com

WEBSITE

A copy of this Notice and other information relating to the meeting can be found at www.chiplc.com

AUDIT COMMITTEE

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

Section 404 (5) of CAMA 2020 provides that "All members of the Audit Committee shall be financially literate, and at least one member shall be a member of a professional Accounting body in Nigeria established by an Act of the National Assembly".

In view of the above, nominations to the Statutory Audit Committee should be supported by a Curriculum Vitae of the nominees.

RE-ELECTION OF DIRECTORS

In accordance with the Company's Articles of Association, Prince Ben Onuora and Mrs. Adebola Odukale are retiring by rotation at this meeting and being eligible offer themselves for re-election. Please note that the biographical details of Prince Ben Onuora and Mrs. Adebola Odukale who are seeking re-election are provided in the Annual Report.

AGE DECLARATION

Dr. Layi Fatona in accordance with section 278 (1) of the Companies and Allied Matters Act 2020, intends to disclose at this meeting that he is over 70 years of age.

PROFILE OF DIRECTORS

The profile of all Directors is available in the Annual Report and for viewing on the Company's website, www.chiplc.com.