Careers

20TH ANNUAL GENERAL MEETING OF GOLDLINK INSURANCE PLC

NOTICE IS HEREBY GIVEN  that the  Twentieth  Annual General Meeting of Goldlink Insurance Plc (“the Company”) will be held at the Lagos Airport Hotel, 111 Obafemi Awolowo Way, Ikeja Lagos, Nigeria on Friday 27^th  of April 2018 at 11 o’clock in the forenoon to transact the following business:

ORDINARY BUSINESS

1. To lay before members, the report of the Directors and the audited financial statements for the year ended 31^st December, 2015 together with the reports of the Auditors and Audit Committee thereon.
2. To re-appoint KPMG Professional Services as the Auditors to the Company from the end of the Annual General Meetings until the end of the next year’s Annual General Meeting.
3. To authorize the Directors to fix the remuneration of the Auditors.
4. To elect the members of the Audit Committee.

SPECIAL BUSINESS

5. To consider and if thought fit, with or without modification (s), pass the following as Special Resolutions:

“That:

             a.    The process of surrender of shares initiated and concluded by the Board of Directors in respect of 327,845,865 units of the                             Company’s shares inappropriately allotted to selected shareholders without due consideration before the Company went public,                      be and are hereby ratified.”

             b.   The process of surrender of shares initiated and concluded by the Board of Directors in respect of 415,329,735 units of the                             Company’s shares be and are hereby ratified’’

             c.    “In light of the surrender and by operation of law, the shares shall revert as unissued shares in the capital of the company and                       the holders of the said surrendered shares have ceased to be members of the Company with respect to the surrendered shares’’.

6. To consider and if thought fit, with or without modification (s), pass the following as sub-joined Special Resolutions:                             a. “That pursuant to the Company’s Articles of Association:

               i.  The Directors be and are hereby authorized to issue up to 4,600,000,000 ordinary shares of 50 kobo each from the Company’s                       share capital by way of rights issue in such proportion, at such time, for such consideration and upon such terms and conditions                     as the Directors may deem fit subject to obtaining approval of relevant regulatory authorities.

               ii.   Pursuant to the authority to undertake the rights issue referred to in paragraph 6(a) (i) above, the Directors be and hereby                          further authorized to enter into any underwriting arrangement with any individual or body corporate with respect to the rights                        issue on such terms and conditions as they may deem fit.

               iii.  Further to paragraph 6 (a) (i) above, the shareholders hereby waive their pre-emptive rights to any unsubscribed shares                              under the rights issue in the event of an under-subscription”.

      b. “That the Directors be and are hereby authorized to enter into any agreement and or execute any other documents necessary for                   and/or incidental to effecting the resolutions above”.

      c. “That the Directors be and are hereby authorized to appoint such professional parties and perform all such other acts and do all such              other things as may be necessary for or incidental to effecting the above resolutions, including without limitation, complying with                    directives of any regulatory authority’’

      d. “That all acts carried out by the Directors and Management of the Company hitherto in connection with the above be and are hereby              ratified”.

7. To consider and if thought fit, with or without modification (s), pass the following as sub-joined Ordinary Resolutions:                            1. That pursuant to the Company’s Articles of Association:                                                                                                                     a.  A new class of shares identified as Irredeemable Convertible Preference Shares  is hereby created and shall entitle the holders to:

                                  i.    A prior right to dividend against all other classes of shares;

                                 ii.    A priority to return of capital against all other classes of shares;

                                iii.    Irredeemability of the shares;

                                iv.    Preference dividend shall be cumulative ;

                                 v.    Preference dividend at a rate of 12.098%; and

                                vi.    Convertibility after 4 years at the instance of the holders thereof or the Company”.                                                        b. “That  2,000,000,000 ordinary shares in the unissued share capital of the Company be reclassified as 2,000,000,000 Irredeemable                Convertible Preference shares of 50 kobo each”

          c. That in pursuance of Section 141 of the Companies and Allied Matters Act, the rights hitherto attached to the 2,000,000,000                          unissued Ordinary shares be varied as Irredeemable, Convertible Preference Shares, the Company having received in writing the                    consent of shareholders holding not less than ¾ of the issued shares of the company.

2. To consider and if thought fit, with or without modification (s), pass the following as sub-joined Special Resolutions:

        a.  “That pursuant to the Company’s Articles of Association:

           The Directors be and are hereby authorized to raise additional capital by way of private / special placement, through the issuance of               2,000,000,000 Irredeemable, Convertible preference shares of 50 kobo each on such terms and conditions that shall be determined               by the Directors subject to obtaining the approval of the relevant regulatory authorities”.

       b. “That the Directors be and are hereby authorized to enter into any agreement and or execute any other documents necessary for                   and/or incidental to effecting the resolutions above”.

       c.  “That the Directors be and are hereby authorized to appoint such professional parties and perform all such other acts as may be                   necessary for or incidental to effecting the above resolutions, including without limitation, complying with directives of any regulatory             authority”.

        d.  “That all acts carried out by the Directors and Management of the Company hitherto in connection with the above be and are hereby               ratified”.

3. To consider and if thought fit, with or without modification (s), pass the following as Special Resolutions of the Company:

            “That Clause 5 of the Memorandum of Association be amended to wit:

             The authorized Share Capital of the Company is N4,550,000,000 divided into 7,100,000,000 of ordinary shares of 50 kobo each and              2,000,000,000 Preference shares of 50kobo”.

NOTE

      A.  PROXY

A member of the Company entitled to attend and vote may appoint a proxy to exercise all or any of his right to attend, speak and vote instead of that member. A proxy need not be a member of the Company. A proxy form is enclosed herewith. Proxy form must be completed and deposited at the office of the Company’s Registrar,Pace Registrars Limited, 8th floor Knight Frank Building, 24 Campbell Street, Marina, Lagos, not later than 48 hours before the time fixed for the meeting.

    B.  CLOSURE OF THE REGISTER AND TRANSFER BOOKS

Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Monday 16^th to Friday 20^th April 2018, both days inclusive for the purpose of preparing an up-to-date Register of Members.

    C.  NOMINATIONS FOR THE AUDIT COMMITTEE

In accordance with Section 359(5) of the Companies and Allied Matters Act (Cap C20, Laws of the Federation of Nigeria, 2004), any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. The Securities & Exchange Commission's Code of Corporate Governance for Public Companies has indicated that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements.

      D.  WEBSITE

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

     E.  SHAREHOLDERS' RIGHTS

Shareholders of the Company reserve the right to ask questions not only at the meeting but also in writing prior to the meeting. Such Shareholders may submit to the office of the Company Secretary written memoranda of their questions, observations or concerns arising from the Annual Reports & Financial Statements at least one week before the Annual General Meeting.

BY ORDER OF THE BOARD

Tobi Olaleye

Dated this 22nd day of March, 2018

Company Secretary/ Legal Adviser

FRC/2014/NBA/000000008450

Goldlink Insurance Plc

Goldlink Plaza

6, Emmanuel Street, Maryland

Lagos

PROXY FORM

The 20^th ANNUAL GENERAL MEETING of Goldlink Insurance Plc to be held at the Lagos Airport Hotel, Lagos on the 27^th  day of April, 2018, at 11 o’clock in the forenoon

I/We* ……………………………………………………………of………………………………… being member/ members of Goldlink Insurance Plc hereby appoint………………………………………… or failing him the Chairman of the Meeting as my/ our proxy to vote for me/us on our behalf at the General Meeting of the Company to be held on Friday 27^th  April, 2018 and at any adjournment thereof

Dated this ………….. day of …………………….2018

Shareholder’s signature                          

Please indicate with an ‘X’ in the appropriate space how you wish your vote to be cast on the resolutions set out above

Unless otherwise so indicated, the proxy will vote or abstain from voting at his/her discretion

BEFORE POSTING THE ABOVE CARD PLEASE TEAR OFF THIS PART AND RETAIN ITS ADMISSION CARD

NOTES

1. A member (shareholder) who is unable to attend an Annual General Meeting is allowed by Law to attend by proxy. The above form has been prepared to enable you exercise your vote if you cannot personally attend.
2. Provision has been made on this form for the Chairman of the Meeting to act as your 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 of the Meeting.
3. Please sign the above proxy form and post it so as to reach the Registrar or the Company Secretary at the registered office of the Company not later than 48 hours before the time of holding the meeting. If executed by a corporation, the proxy form should be sealed with the Common Seal.
4. The proxy must produce the Admission form sent with the Report and Accounts to obtain entrance to the Meeting
5. The proxy form should not be completed and sent to the address if the members will be attending in the meeting in person.

IF YOU ARE UNABLE TO ATTEND, PLEASE

a)    Write the name of your proxy ( if any) where marked *

b)   Ensure that the form is signed by you and stamped with the COMMISSIONER OF STAMP DUTIES.

c)    Tear the proxy form along the perforated lines and post so as to reach the Registrar or the Company Secretary at the registered office of the Company not later than 48 hours before the time of holding the meeting.

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Signature of person attending the meeting.