AFRICA PRUDENTIAL : NOTICE OF ANNUAL GENERAL MEETING (AGM)

Africa PrudentialRC 649007

NOTICE OF AMENDMENT OF ANNUAL GENERAL MEETING AGENDA

Further the notice of Annual General ("AGM") of Africa Prudential Plc ("the Company"), scheduled to be

NOTES

held on Tuesday, May 2, 2023, at Transcorp Hilton Hotl, 1, Aguii Ironsi Street, Maitama, Abuja at 10.00am,

dated February 21, 2023, the Company, hereby wishes to notify the Nigerian Exchange, shareholders and

1.PROXY

stakeholders as follows꞉

to attend and vote at this meeting is also

to appoint a proxy

1. The agenda for the AGM has been amended as detailed thereunderto include passing of a Special

Any member of th Company

Resolution, authorizing the Company to amend its Articles of Association, to allow the Company option

to attend and vote in his/her steadntitled.A proxy

need not be a member of the Company.Forentitled

appointment

to hold its Annual General Meetings electronically, pursuant to provisions of Section 240 (2) of the

of the proxy to be

proxy form must be completed and deposited either at the office of the

Companies and Allied Matters Act 2020, as amended by Section 11 of the Business Facilitation

Company's Registrarvalid,Africa Prudential Plc, 220B Ikorodu Road,

Palmgrove,

or via email at

(Miscellaneous Provisions) Act 2022.

cxc@africaprudential.com not later than 48 hours before the time fixed for the meeting.ALagos,

blank proxy form

2.

as set forth in this notice, all other information stated in the notice of AGM dated February 21,

is attached to the Annual Report and may also be downloaded from the Company's website at

2Except 0 2 3 ,are

unaffected and shall remain in full force and effect, as follows꞉

www.africaprudential.com

NOTICE OF ANNUAL GENERAL MEETING

2. STAMPING OF PROXY

The Company has made arrangement at its cost, for the stamping of the duly completed and signed proxy

Notice is hereby given that the 10th Annual General Meeting ("AGM") of Africa Prudential Plc

forms submitted to the Company's Registrars within the stipulated time.

("the Company") is scheduled to hold on Tuesday, May 2, 2023, at Transcorp Hilton Hotel, 1, Aguiyi Ironsi

3. ONLINE STREAMING OF AGM .

Street, Maitama, Abuja at 10.00am to transact the following businesses꞉

A. ORDINARY BUSINESS

Thettending AGM will physically be streamed to follo live theonline proceedings This will enable.The linkshareholders for the AGM and online other stakeholderslive streaming who will notmade be

available on the Company's website at www.africaprudential.com

1.

To lay befre the members, the Audited Financial Statements for the year ended Decmber

4.

DIVIDEND

2

31, 2022, together with the Reports of the Directors, Auditors and Audit Committee thereon.

If the dividend recommended by the Directors is approved by the shareholders at the AGM, dividend will be

3.1.

a Dividend.

3.

.declarePeter Ashade

the Company's Register of Members at the close of business on April 14,shareholders 2023.

To-elect te following Directors retiring by rotation꞉

paid by My 2, 2023, dividend approved at the AGM will be paid to

whose names appear in

4

authorize the Directors o fix the remuneration of the Auditors for the 2023 financial year.

5. CLOSURE OF REGISTER

3.2.

Mrs.Zubaida Rasheed.

The Register of Members of the Company will be closed from April 17,

to April 21, 2023 (both dates

5

elect members of the Statutory Audit Committee.

6.

To disclose the remuneration of Managers.

inclusive) for the purpose of dividend payment and updating the register.2023

B. SPECIAL BUSINESS

6. NOMINATION TO THE AUDIT COMMITTEE

7. To consider and if thought fit, pass the following as an Ordinary Resolution꞉

"That the remuneration of the Non-Executive Directors

and is hereby fixed at N60,000,000 (Sixty

In

with Section 404(6) of the Companies and Allied Matters Act, 2020, any member may

accordancea shareholder

for election as a member of the Audit

by giving ntice in writing of such

million Naira only) for the year ending December 31, 2023.be

nomination to the Company Secretary at least 21 days before Committeethe AGM.Such

notic of

should

8. To consider and if thought fit, pass the following as Special Resolutions꞉

be sent via email to cxc@africaprudential.com for the attention of the Company Secretarynominations.The Securities

and Exchange Commission's Code of Corporate Governance for Public Companies provides

8.1.That the content

Article on number of Directorsas follows꞉ in the Articles of Association of

members of the Audit Committee should have basic financial literacy and should be able to read financialthat

statements.

the Companybe
amendedof Article 11, to increasebeing the

7. E-DIVIDEND REGISTRATION

"Save as the Company may by ordinry resolution in general meeting otherwise determine, the

Notice is her

number of Directors shall not be morethan
ten."

application

m

-

is attached

Annual Report

8.2. That pursuant to Section 11 of the Business Facilitation (Miscellaneous Provisions) Act 2022, Article 7 of

paymnts electronicallyby given to.A all detachable sh

t

h

e


enable all shareholders furnish particularsreholders of to their provide

bank accountsRegistrar for the as soonpurpose as possible. of receiving dividend

Company's Articles of Association be amended by the creation of Article 7 (a) to provide as follows꞉

8. PROFILES OF DIRECTORS FOR RE-ELECTION

"The Company's Annual General Meeting ("AGM") may hold electronically provided that the AGM is

Th

profiles of Mr.Peter Ashade and Mrs Zubaida Rasheed who will be retiring by rotation and will be

held in accordance with the Company's Articles of Association".

presenting themselves for re-election are amongst the profiles of Directors that are provided in the 2022

8.3. "That the company's Memoandum and Articles of Association be amended to reflect the changes

Annual Report and on the Company's website at www.africaprudential.com

authorizedbytheforegoingresolutions".

9. E-
ANNUAL REPORT PUBLISHED ON THE WEBSITE

8.4. "To authorize and empower the Directors in the name of and on behalf of the Company to take

To improve delivery of our Annual Report, we have inserted a detacable form in the 2022 Annual Report

cause to be taken, all action required to effect the amendments, including without limitation, toth

and hereby requesshareholders to complete the form by providing

contact and any other requested

preparation, execution and filing of the necessary

and forms required by the Corporate

details and thereafter return same to the Registrars for further processing.Additionally,their

an electronic version

Affairs Commission and all other regulatory authorities".notifications

of the 2021 Annual Report is available on the Company's website at www.africaprudential.com

Dated this 29th day of March 2023.

10. RIGHTS OF SHAREHOLDERS TO ASK QUESTIONS

By Order of the Board

Shareholders have the right to ask questions not only at the Meeting, but also in writing prior to the

and such written questions must be submitted to the Company via email to cxc@africaprudential.comMeeting,on



or before Friday, March 24, 2023.

Joseph Jibunoh, Esq

11. UNCLAIMED DIVIDEND LIST

Companies an Allied Mattrs Act, 2020, the list of

Company Secretary.

in accordance with Section 429(1)

220B, Ikorodu Road, Palmgrove

unclaimed dividends and the names of the persons entitled to the dividends is available on the

FRC/2018/NBA/00000017719

Company's website at www.africaprudential.com for viewing by shareholders.

Lagos, Nigeria

HEAD OFFICE꞉ 220B, Ikorodu Road, Palmgrove, Lagos. Tel꞉ 0700 AFRIPRUD (0700 23747783)

ABUJA꞉ Infinity House (2nd Floor), 11 Kaura Namoda Street, Off Faskari Crescent, Area 3, Garki, Abuja. el꞉ 0700 23747783

| PORT-HARCOURT꞉ Oklen Suite Building (2nd Floor), No. 1A, Evo Road, GRA Phase 2. T

@africaprudential

E-MAIL꞉ cxc@africaprudential.com | WEBSITE꞉ www.africaprudential.com |

africaprudential

@afriprud