NOTICE OF 45th ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the Forty Fifth (45th) Annual General Meeting (“AGM”) of the members of VERITAS KAPITAL ASSURANCE PLC (“The Company”) will hold on Wednesday 21st September 2022 at Veritas Kapital Assurance PLC, Plot 497 Abogo Largema Street off Constitution Avenue Abuja, FCT at 11:00am to transact the following:

ORDINARY BUSINESS

  1. To lay before the members, the Audited Financial Statements of the Company for the year ended December 31, 2021, together with the reports of the Directors, Auditor, and Audit Committee thereon.
  2. To re-elect the Directors retiring by rotation
  3. To approve the appointment of the following Directors
    1. Mr. Paul Oki – Independent Non-Executive Director
    2. Mr. Emmanuel Etuh – Non-Executive Director
    3. Mrs. Oyindamola Unuigbe – Executive Director, Operations
    (The profiles of the above-mentioned Directors for appointment are available in the Annual Report and on the Company’s website: www.veritaskapital.com)
  4. To authorize the Directors to appoint and fix the remuneration of the Auditors for the 2022 financial year.
  5. To elect members of the Statutory Audit Committee.
  6. To disclose the remuneration of Managers.

SPECIAL BUSINESS

  1. To approve the remuneration of the Directors of the Company for the 2022 Financial Year.
  2. To appoint DCSL Corporate Services Limited as Board Evaluation Consultant
  3. To consider and if thought fit, that the Directors are authorized:
    1. To take steps pursuant to section 868 of the Companies and Allied Matters Act 2020, which defines 'share capital' to mean 'issued share capital of a company at any given time', to comply with the requirements of the Companies and Allied Matters Act 2020 and Companies Regulations 13 2021 as it relates to unissued shares currently standing to the capital of the company, including the cancellation of the unissued shares of the company
    2. To take all steps necessary to ensure that the Memorandum and Articles of Association of the Company are altered to comply with Resolution 3(i) above, including replacing the provision on authorized share capital with the issued share capital of the Company.
    3. That the Board of Directors be and are hereby authorized to enter and execute any agreements, deeds, notices, and any other documents necessary for and/or incidental to giving effect to the above resolution.
    4. To appoint such professional parties, consultants, and advisers as may be required to perform all acts and do all such things that are necessary for or incidental to the above resolutions, including without limitation, complying with directives of any regulatory authority.

Dated this 29th day of August 2022
BY ORDER OF THE BOARD
CS Signature
SARATU UMAR GARBA
Company Secretary
FRC/2019/NBA/00000019159

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