Notice is hereby given that the 43rd Annual General Meeting of International Energy Insurance PLC (the Company) will hold at 11:00am prompt on Tuesday October 11, 2022, at the Oriental Hotel, No 3, Lekki/Epe Expressway, Lekki, Lagos to transact the following businesses: 

Ordinary Business 

1. To lay before the Members, the Audited Financial Statements of the Company for the years ended 31st December 2016 - 2020 together with the Reports of the Directors, Auditors and Audit Committee thereon. 
2. To ratify the appointment of Directors. 
3. To appoint Messrs. Ernst & Young (Chartered Accountants) as the Auditors of the Company. 
4. To authorize the Directors to fix the remuneration of the Auditors. 
5. To elect/re-elect members of the Audit Committee. 
6. To disclose the remuneration of the Mangers of the Company. 

Special Business 

1. To approve the remuneration of the Directors. 
2. To consider and if thought fit pass the following resolutions with or without modifications as Special Resolutions of the Company; 
   1. That the Directors be and hereby authorized, pursuant to Section 124 of the Companies and Allied Matters Act, 2020 and Companies Regulations, 2021, to cancel the Company’s unissued 1,600,000,000 (One Billion and Six Hundred Million) preference Shares of N2.50K each and 3,852,256,467 (Three Billion, Eight Hundred and Fifty-Two Million, Two Hundred and Fifty-Six Thousand, Four Hundred and Sixty-Seven) Ordinary Shares of N 0.50k each. 
   2. That the Directors be and are hereby authorized to amend Clause E of the Company’s Memorandum of Association to replace the phrase “the Issued Share Capital” with the phrase “the Share Capital” and to reflect the Share Capital of the Company as N642,042,744.00 (Six Hundred and Forty-Two Million, Forty-Two Thousand, Seven Hundred and Forty-Four Naira) only divided into 1,284,085,488 (One Billion, Two Hundred Eighty-Four Million, Eighty-Five Thousand, Four Hundred and Eighty-eight) Ordinary Shares of N0.50 Kobo each. 

8.3 That clause 107 of the Company’s Article of Association be hereby amended by the inclusion of the words “Physically or Virtually” in the first line of the clause to read as follows;

“The Directors may meet together physically or virtually for the dispatch of business, adjourn and otherwise regulate their Meetings, as they think fit. Question asking, at any Meetings shall be decided by a majority of votes. A Director may, and the Secretary on the requisition of a Director give notice of a Meeting of Directors to any Director for the time being absent from the Federal Republic of Nigeria. 

1. That the acquisition of 49.4% of the Company’s shares by Norrenberger Advisory Partners Limited, is hereby approved to be implemented by way of Mandatory Take Over at the offer price of N1.60k (One Naira, Sixty Kobo) per share in line with the guidelines and procedure laid down by the Securities and Exchange Commission. 
2. That the Directors be and are hereby authorized to take all such incidental, consequential and supplemental actions thereto, to execute all requisite documents and to give directions as may be necessary for the successful implementation of the above stated resolutions.

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