VERITAS KAPITAL ASSURANCE : NOTICE OF 45TH ANNUAL GENERAL MEETING OF VERITAS KAPITAL ASSURANCE PLC

Abuja: August 29, 2022

NOTIFICATION OF 45TH ANNUAL GENERAL MEETING OF VERITAS KAPITAL ASSURANCE PLC

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:
4. 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.

1. To authorize the Directors to appoint and fix the remuneration of the Auditors for the 2022 financial year.
2. To elect members of the Statutory Audit Committee.
3. 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:
4. 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.

1. 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 THE ORDER OF THE BOARD

SARATU UMAR GARBA

Company Secretary

FRC/2019/NBA/00000019159

NOTES

1. PROXY
   A Member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. A proxy form is attached to this Notice, and it is valid for the purpose of this Meeting.
   All Shareholders should note that the Corporate Affairs Commission has in view of the Covid-19 pandemic and following the Government's restriction on public gatherings approved that attendance at the Annual General Meeting shall only be by Proxy, to minimize physical contact and ensure public health and safety.
2. ATTENDANCE BY PROXY
   In line with the Corporate Affairs Commission (CAC) Guidelines, Shareholders are required to appoint a Proxy of their choice from the list of the following nominated proxies:
3. 1. Mr. Nahim Abe Ibraheem- Chairman
   2. Mr. Kenneth Egbaran-Managing Director
   3. Mr. Patrick Ajudua-Shareholder
   4. Alh. Kabiru Tambari-Shareholder

For the appointment to be valid, all valid instruments of proxy should be completed, duly stamped at the Stamp Duties Office, and deposited at the registered office of the Company, or office of the Registrars, Unity Registrars Limited, No 25 Ogunlana Drive, Surulere, Lagos not more than 48 hours before the time of the meeting, or through the following email address: [e-mail].

1. STAMPING OF PROXY FORM
   The Company has made arrangements at its cost for the stamping of the duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated time.
2. AUDIT COMMITTEE
   In accordance with Section 404(3) of the Companies and Allied Matters Act, 2020, the Audit Committee shall consist of five members comprising of three Shareholders and two Non-Executive Directors.
   Section 404(6) of the Act also provides that any member may nominate a Shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one days before the Annual General Meeting.
   Section 404 (5) of the Companies and Allied Matters Act, 2020, provides that all the members of the Audit Committee shall be financially literate and at least one (1) member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly.
   Also, the Nigerian Code of Corporate Governance provides that all members of the Audit Committee should be financially literate and be able to read and understand financial statements. Consequently, a detailed curriculum vitae confirming the nominee's qualification should be submitted with each nomination.
3. RE-ELECTIONOF DIRECTORS
   Pursuant to S.285 (1) of the Companies and Allied Matters Act 2020 the Directors to retire by rotation are Mr. Nahim Abe Ibraheem, Mr. Aminu Babangida, and Dr. Oluwafunso Obasanjo. They have indicated their willingness to stay in Office and offer themselves for re-election.
   Their profiles alongside the other Directors are contained in the Annual Report and available on the Company's website: www.veritaskapital.com.

1. AGE DECLARATION
   Sen. Gen. Mohammed Magoro OFR, in accordance with section 278(1) of the Companies and Allied Matters Act 2020, intends to disclose at this meeting that he is over 70 years of age.
2. SHAREHOLDERS' RIGHT TO ASK QUESTIONS
   Any member attending the meeting reserves the right to ask questions not only at the meeting but also, in writing before the meeting. Any questions, observations, or comments should be forwarded to the Company Secretariat, Veritas Kapital Assurance Plc, Plot 497 Abogo Largema Street, Off Constitution Avenue, CBD, Abuja, not later than 7 days before the time fixed for the meeting.
3. E-DIVIDENDFORM
   Shareholders who are yet to complete the E-Dividend Form or who need to update their records and relevant bank accounts are urged to complete the e-Dividend Form which can be detached/downloaded from the Annual Report and Accounts as well as from the website of the Company www.veritaskapital.com or that of the Registrar, www.unityregistrarsng.com.The duly completed form should be returned to Unity Registrars Limited, 25 Ogunlana Drive, Surulere, Lagos, or via email [e-mail].
4. UNCLAIMED DIVIDEND AND SHARE CERTIFICATES
   Shareholders are hereby informed that some dividends have remained unclaimed and returned to the Registrar. The list of all unclaimed dividends will be circulated to all Shareholders, and they are advised to contact the Registrar, Unity Registrars Limited, 25 Ogunlana Drive, Surulere, Lagos, or via email [e-mail] resolve any issue they may have with claiming the dividends.
5. CLOSURE OF REGISTER OF MEMBERS
   The Register of Members will be closed from Monday, September 12th to Monday September 19th, 2022 (both days inclusive).
6. WEBSITE
   A copy of this notice and other information relating to the meeting can be found at www.veritaskapital.com
7. ELECTRONIC ANNUAL REPORT
   The electronic version of the 2021 Annual Report and Accounts is available online for viewing and download via the
   Company's website at www.veritaskapital.com.Shareholders who have provided their email addresses to the
   Registrars will receive the electronic version of the Annual Report via email.
   Furthermore, Shareholders who have not provided their email addresses and are interested in receiving the electronic version of the Annual Report are kindly required to request via e-mail to [e-mail].
8. LIVE STREAMING OF THE ANNUAL GENERAL MEETING
   The AGM will be streamed live. This will enable Shareholders and other relevant Stakeholders who will not be attending the meeting physically to also be part of the proceedings. The link for the live streaming will be made available on the Company's website at www.veritaskapital.com and by the Registrar, Unity Registrars Limited.