The 26th Annual General Meeting of Mutual Benefits Assurance Plc will be held at Radisson Hotel, Isaac John Street GRA Ikeja, Lagos on Wednesday 26th October 2022 at 10.00am to transact the following business: 

Ordinary Business 

1. To lay before the Members, the Audited Financial Statements of the Company for the year ended 31st December 2021 together with the Reports of Directors, Auditors and Statutory Audit Committee thereon. 
2. To re-elect the following Directors retiring by rotation and being eligible have offered themselves for re-election 

1. Dr Akin Ogunbiyi 
2. Dr Eze Ebube 
3. Mr Soye Olatunji 

1. To authorise the Directors to fix the remuneration of the Auditors 
2. To disclose the remuneration of the Managers 
3. To elect shareholders’ representatives of the Statutory Audit Committee. 

Special Business 

1. To approve the remuneration of Directors 
2. To consider and if thought fit pass with or without modification the following as special resolutions: 

Amendment of the Memorandum and Articles of Association of the Company 

1. That the Members hereby authorize that the following clauses be included and/or amended in the Memorandum of Association of the Company as stated below: 

1. That the Directors be and are hereby authorised to take steps to comply with the requirements of Section 124 of the Companies and Allied Matters Act 2020, and Regulation 13 of Companies Regulation 2021, as it relates to unissued shares of the Company, by effecting the cancellation of all the unissued shares of the Company. 
2. That the Company’s unissued 38,378,000 units of ordinary shares of N0.50k each amounting to N19, 189, 000 be and are hereby cancelled, thus bringing the issued share capital of the Company to be N10,030, 811, 000 divided into 20, 061, 622, 000 shares of 50kobo each. 
3. That Clause 4 of the Memorandum of Association is deleted, and a new Clause 4 is inserted as “The Issued Share Capital of the Company is N10,030,811,000 divided into 20,061,622,000 Ordinary Shares of 50 kobo each” 
4. That the members hereby authorize that Clause 3 of the Memorandum of Association be and is hereby amended by deleting the following sub clauses g, (gi-gxvii), h, I, j, l, m, n, o, p, q, r s, t, u, v, w, x, y, z, aa, bb, cc, dd,, ff, gg, hh, ii, jj, kk, ll, qq, rr, ss, uu, vv, ww, xx, yy, aaa, bbb, ddd, eee, fff, hhh, iii, nnn, , uuu, vvv. 
5. That the members hereby authorize that the following sub-clause be included as the concluding sub-clause of Clause 3 in the Memorandum of Association of the Company, in accordance with Section 28 of Companies and Allied Matters Act 2020 and the Seventeenth Schedule of Companies Regulations 2021: 

And it is Hereby Declared That: 

The objects specified in each of the paragraphs of this clause shall be regarded as independent objects and accordingly shall in no way be limited or restricted (except the contrary is expressly stated) by reference to or inference from the terms of any other paragraph or the name of the Company, but may be carried out in as full and as ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects clause of a separate and distinct Company. 

2. That the Members hereby authorize that the Articles of Association of the Company be amended as follows: 

1. That Article 5 be deleted, and a new Article 5 be inserted as “The Issued Share Capital of the Company is N10,030,811,000 divided into 20,061,622,000 Ordinary Shares of 50 kobo each. 
2. That a new clause 46 be included in the Articles of Association as follows; “The Notice, Annual Reports and Accounts and /or other Reports, documents and information relating to any business to be transacted at any General Meeting of the Company may be distributed or circulated electronically to members and persons entitled to receive them and have provided the Company with an electronic mail address in lieu of surface mail delivery” 
3. That the present Article 66 be deleted and a new Article 66 be inserted as “ The number of the Directors of the Company shall not be less than seven and shall not exceed fifteen” 

That any two directors of the Company or a Director and the Company Secretary (each an “Authorised Person”) be and are hereby authorised severally and jointly to; finalise, sign, issue, execute and/or deliver these resolutions in accordance with applicable laws and with such additions, modifications, variations or alterations as such Authorised Person may deem fit and seek all requisite approvals and regulatory filings and take all necessary and further steps to give effect to all the resolutions.