Project Insure_Explanatory Statement_22 December 2020_Addendum_VF

This document is important and requires the immediate attention of the recipient.

If you are in any doubt about the contents of this document or any action to be taken, it is recommended that you should immediately consult your
Stockbroker, Banker, Solicitor, Accountant or any other independent professional adviser duly registered under the Investments and Securities Act
(No. 29 of 2007).
If you have sold or otherwise transferred all your shares in AXA Mansard Insurance Plc (“AXA Mansard”), please give this document and the
accompanying proxy forms to the purchaser or transferee or other agent through whom the sale or transfer was effected, for transmission to the
purchaser or transferee whose name is duly entered into the register of members of AXA Mansard. In the alternative, kindly return this document to
the Registrars – DataMax Registrars Limited at 2C Gbagada - Oworonshoki Express Way, Gbagada, Lagos.
The receipt of this document or of any information contained in it or supplied with it or subsequently communicated to any person does not constitute
investment advice to any shareholder of AXA Mansard and AXA Mansard does not commit to providing shareholders with any other information,
updates or corrections to this document or the information contained herein in connection with the Extra-Ordinary General Meeting that was convened
on Monday, 07 December 2020.

EXPLANATORY STATEMENT ON THE PROPOSED INCREASE IN SHARE CAPITAL, BONUS ISSUANCE,
AND SHARE RECONSTRUCTION FOR AXA MANSARD INSURANCE PLC

ADDENDUM

Dated: 22 December 2020

ADDENDUM TO EXPLANATORY NOTE PROVIDED TO SHAREHOLDERS OF AXA MANSARD
INSURANCE PLC (“AXA MANSARD”) ON MATTERS OF THE CAPITALISATION OF ITS

RESERVES THROUGH A BONUS ISSUANCE OF SHARES AND THE SHARE RECONSTRUCTION

This addendum to the Explanatory Statement has been prepared to provide responses to questions
raised by shareholders of AXA Mansard Insurance Plc (“AXA Mansard” or “Company”), following the
Extra-Ordinary General Meeting (“EGM”) convened Monday, 7th December, 2020, to approve the

increase in share capital, issuance of bonus shares and the share capital reconstruction of the Company.

1. EFFECT OF BONUS ISSUANCE OF SHAREHOLDERS

The share price of AXA Mansard was marked down on 15 December 2020 (Closure of Register Date)
to a price of N0.64. The calculation of the marked down price is presented below.

TABLE 1: Description Price
Share price on Qualification date (14 Dec) ₦2.20

Calculation of post bonus share price 10,500,000,000
No of shares pre-mark down/ pre-bonus issuance
₦2.20
Share price on 14 December 2020 (A) 10,500,000,000
Shares outstanding (B) ₦23,100,000,000
Value of AXA Mansard pre-markdown/pre-bonus issuance (C)=A*B

No. of bonus shares issued (Bonus basis - 17 for 7) (D) = (B/7)*17 25,500,000,000
No of shares post bonus issuance (E) = B+D 36,000,000,000

Post bonus share price - Closing share price on 14 Dec = (F)= C/E ₦0.641666666667

The table below also illustrates the impact of the bonus issuance on a shareholder who hypothetically
holds 1,120 shares.

TABLE 2: AXA Mansard Shareholder Example 1,120
Shares previously held (A) ₦2.20
Share price (B) ₦2,464.00
Value of shares pre-bonus issuance (C) = A*B

Additional shares from bonus issuance (D) = (A/7)*17 2,720
Total shares held post bonus issuance (E) = A+D
Post bonus share price (F) 3,840
Value of shares post bonus issuance (3,840 shares @ N0.64) (G) = E*F ₦0.64
Difference between C and G due to rounding off of (F) to N0.64. ₦2,457.60

The bonus shares will be credited to the CSCS accounts of qualifying shareholders in line with the
standard methodology of allotting bonus shares. The Registrars will round down all fractional shares.

2. EFFECT OF SHARE RECONSTRUCTION ON SHAREHOLDERS

As was presented to shareholders at the EGM, following the bonus issuance, the Company will also be
effecting a reconstruction of the nominal value of the shares from N0.50, to N2.00. This will address the
concern of having a large number of shares in issue, 36 billion shares, post the bonus issuance. The
share reconstruction will allow for a reduction in the number of shares outstanding to 9 billion, and the
table below shows the impact of the share reduction on each shareholder.

The impact on a shareholder holding 1,120 shares at the start of the process is shown in the table
below. This example continues from the AXA shareholder table above

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TABLE 3: AXA Shareholder Example (Contd.) 3,840
No of shares held pre-reconstruction (or no. of shares post bonus issuance) (E) ₦0.64
Post bonus share price (F) ₦2,457.60
Value of shares (3,840 shares @ N0.64) (G) = E*F

No. of shares held post reconstruction - Basis 1 for every 4 (H) = E/4 960
Share price post reconstruction (I) = F*4 ₦2.56
Value of shares (960 shares @ N2.56) = (J) = H*I ₦2,457.60

Note: the actual price post reconstruction will depend on the closing price, prior to the day, the reconstruction is effected.

3. INDICATIVE TIMELINE COMPLETION OF BONUS SHARES ISSUANCE AND SHARE
RECONSTRUCTION

Proposed Timeline

Date Activity

December 30, 2020 Receive SEC approval of registration of bonus shares for allotment to AXA shareholders

December 31, 2020 Credit of bonus share to CSCS accounts of shareholders

January 6, 2021 Submit application to CAC for approval of share reconstruction

January 20, 2021 Receive CAC approval of share reconstruction

January 21, 2021 Submit application to SEC for approval of share reconstruction

February 4, 2021 Receive SEC for approval of share reconstruction

February 9, 2021 Share reconstruction effected on NSE

Note: Please note that the dates given above are indicative only and are subject to change, depending on the actual
timelines within which the requisite regulatory approvals are secured.

4. QUESTIONS AND ANSWERS

a) Question: Will there be a delisting of AXA Mansard, following this process?
Answer: There will be no delisting of AXA Mansard, after the process of recapitalisation through
a bonus issuance and share reconstruction. The shares of AXA Mansard shall remain listed on
the Nigerian Stock Exchange

b) Question: The possibility of AXA Mansard shares remaining listed at N2.00 nominal value.

Answer: The nominal value of share refers to the face value or par value of share. It is also a
way of ensuring that shares of the same class are assessed and categorized together. The
nominal value of a share has no other impact on the market value or true value of a share or
stock.

There are other companies listed in the Nigerian Stock Exchange with a nominal value other
than N0.50k, including those presented below.

COMPANY NAME NOMINAL VALUE SHARE PRICE AS AT 16 DECEMBER 2020
MTN Nigeria N0.02k N155.00
CAPOIL (ASEM) N0.25k N0.20k
ETI N32.00k N6.20k

c) Question: Does the increase in the nominal value of the shares from N0.50k to N2.00k have
any effect on the share price? if yes, how and has this been done?

Answer: Upon conclusion of the reconstruction process, the closing share price as at the date
before the reconstruction is effected by the NSE, will be multiplied by 4, to reflect the scale of

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the reconstruction/redenomination in nominal/par share value from N0.50k to N2.00k. Please
see illustration in Table 3 above.

This will also result in the total number of shares outstanding being divided by 4, to also reflect
the redenomination scale in nominal value, with the total shares outstanding being reduced
from 36 billion shares (divided by 4) to 9 billion. Please Table 4 below.

TABLE 4 ₦18,000,000,000
PRE-SHARE RECONSTRUCTION ₦0.50
Pre-reconstruction share capital (A)
Nominal value pre-construction (B) 36,000,000,000 Units
Pre-reconstruction shares outstanding (C)= A/B
₦0.50
POST-SHARE RECONSTRUCTION 4
Nominal value pre- reconstruction (B)
Reconstruction basis (Basis - N0.50 to N2.00 or 1 for every 4) (D) ₦2.00
Nominal Value post- reconstruction (F) = B*D 9,000,000,000 Units
Post-reconstruction shares outstanding (G) = C/D

5. INVESTOR RELATIONS CONTACT

For any additional questions or information, please contact the AXA Mansard investor relations

team on [email protected] or [email protected].

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