NOTICE OF EGM, EXPLANATORY STATEMENT & PROXY[1](1)[6]

Notice of
Extra ordinary
General Meeting

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of AXA MANSARD INSURANCE PLC will
hold at the Oriental Hotel, No 3, Lekki Road, Victoria Island, Lagos State, on Monday, December 7, 2020 at
10:00 a.m. to transact the following business:

SPECIAL BUSINESS

To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:

Increase Share Capital
1. That in accordance with section 102 of Companies and Allied Matters Act, Cap C20 Laws of the Federation

of Nigeria, 2004 (“CAMA”), and Article 40 of the Company's Articles of Association (“Articles”); the
authorised share capital of the Company be and is hereby increased from N5,250,000,000 (Five Billion, Two
Hundred and Fi y Million Naira) to N18,000,000,000 (Eighteen Billion Naira) by the creation and addition
thereto of 25,500,000,000 (Twenty Five Billion Five Hundred Million) ordinary shares of N0.50K each.
IssuanceofBonusShares
2. That in accordance with section 383 of CAMA, and Article 111 of the Articles the funds for the time being
standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution, up to the sum of N12,750,000,000 (Twelve Billion, Seven
Hundred and Fi y Million Naira), shall be capitalised, for the purpose of issuing Bonus Shares as fully paid
shares to the shareholders.

3. That the newly created 25,500,000,000 (Twenty Five Billion Five Hundred Million) ordinary shares of N0.50K
eac h be issued and allotted as fully paid bonus shares to the Company's shareholders standing in
the register of members of the Company as of Dec ember 14, 2020 (the Relevant Date); in the
proportion of Seventeen (17) new ordinary shares for every Seven (7) ordinary Shares held as at the
Relevant Date (“the Bonusshares”).

4. That where the issuance of the Bonus Shares results in a fraction of a share being held, the Company be
authorised to round that fraction down to the nearest whole share or zero, as the Directors may deem fit.
Consolidation / reconstruction of shares

5. That, in accordance with Section 101 of CAMA and Article 44 of the Articles; the nominal value of the issued
ordinary shares of the Company be and is hereby altered from 50 kobo eac h to N2.00K each,
by the consolidationofeveryfour(4)sharesheldbyeachshareholderintoone(1)share.

6. That where the consolidation results in a fraction of a share being held, the Company be authorised to
round that fraction down to the nearest whole share or zero, as the Directors may deem fit.

7. That the c onsolidated shares shall have the same rights and be subjec t to the same restrictions as
the existingsharesoftheCompany.

8. That the consolidation shall be deemed to take effect on 31st December 2020.

General
9. That the Company's Memorandum and Articles of Association be amended to reflect the changes authorised

by the foregoing resolutions.

10. That the Directors be and are hereby authorized to appoint such advisers, professionals and parties that they
deem necessary, upon such terms and conditions that the Directors may deem appropriate with regard to
the aforementioned resolutions.

11. That the Directors be and are hereby authorized to take all steps and do all acts that they deem necessary for
the successful implementation of the above stated resolutions”.

PROXY

A member who is eligible to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to
attend and vote in his stead. A proxy need not be a member of the Company. For the appointment to be valid, a
completed and duly stamped proxy form must be deposited at the office of the Registrar, DataMax Registrars
Limited, No. 2c, Gbagada Expressway, Lagos State, not less than 48 hours before the time fixed for the meeting.

BY ORDER OF THE BOARD

OMOWUNMI MABEL ADEWUSI
Company Secretary
FRC/2013/NBA/00000000967
Santa Clara Court,
Plot 1412, Ahmadu Bello Way,
Victoria Island,
Lagos.

November 5, 2020

NOTES

1. ATTENDANCE BY PROXY
In the interest of public safety and having regard to the Nigerian Centre for Disease Control (NCDC) COVID-19
Guidance for Safe Mass Gatherings in Nigeria, the guidelines of the Corporate Affairs Commission (CAC) on
holding Annual General Meetings and the restrictions on public gatherings by the Lagos State Government,
AXA Mansard Plc. will conduct its Extra Ordinary General Meeting by proxy only and limited to the maximum
number of persons allowed in a gathering.

Approval of the Federal High Court
The approval of the Federal High Court was sought and obtained to hold the EGM in a manner similar to the
guidelines on holding of Meetings of public companies using proxies.

Nomination of Proxies

Accordingly, members entitled to vote are requested to appoint a proxy of their choice from

the list of nominated proxies below to represent them at the Meeting: (A blank Proxy Form is attached to the

Explanatory Note).

I. Mr. Sola Adeeyo – Chairman

ii. Mr. Kunle Ahmed – Managing Director/Chief Executive Officer

iii. Mrs. Omowunmi Adewusi – Company Secretary

All completed proxy forms should be sent by email to [email protected]
[email protected]

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.

LIVE STREAMING OF THE EGM
The EGM will be streamed live. This will enable shareholders and other stakeholders who will not be
attending physically to follow the proceedings. The link for the live streaming of the Meeting will be
made available on the Company's website at www.axamansard.com.

2. QUALIFICATION DATE
If approved, Bonus shares will be issued to shareholders whose names are registered in the Register of
Members as at the close of business on December 14, 2020.

3. CLOSURE OF REGISTER OF MEMBERS
The Register of Members and Transfer Books of the Company will be closed on December 15, 2020 to enable
the Registrar prepare the register of shareholders.

4. COMPLAINTS MANAGEMENT
Further to the Securities and Exchange Commission (SEC) Complaints Management Framework which
became effective on February 16, 2015 all Capital Market Operators are required to develop and maintain
an internal policy on complaints management which should be made available to shareholders at the
general meeting. Shareholders are advised to obtain a copy at the venue of the Extra Ordinary General
Meeting. A copy of the policy can also be found on the Company's website.

5. WEBSITE
A copy of this Notice and other information relating to the meeting can be found at www.axamansard.com.

6. QUESTIONS FROM SHAREHOLDERS
Shareholders reserve the right to ask questions not only at the meeting but also in writing prior to the
meeting on any item contained in the Annual Report and Accounts. Please send questions, comments or
observations to the Company Secretariat, AXA Mansard Insurance, Plot 1412, Ahmadu Bello Way, Victoria
Island, Lagos or by email to [email protected] not later than November 20, 2020. Questions and
answers will be presented at the Extra Ordinary General Meeting.

Explanatory
Statement

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 has been convened for Monday, 07 December 2020.

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

This document is important and requires the immediate attention of the recipient.
The notice convening the Extraordinary General Meeting (“EGM”) of the shareholders of AXA Mansard is
attached to this circular. To be valid, the Proxy Form must be completed, signed and duly stamped by the
Commissioner of Stamp Duties, Federal Inland Revenue Services, where applicable (together with the
powers of attorney or other authority, if any, under which it is signed and in accordance with the instructions
printed thereon) and must be returned to the Registrar of AXA Mansard, not later than 48 hours before the
time set for the meeting.

EXPLANATORY NOTE TO SHAREHOLDERS OF AXA MANSARD INSURANCE PLC (“AXA MANSARD”) ON
MATTERS TO BE DISCUSSED AT THE EXTRA-ORDINARY GENERAL MEETING ON 7TH DECEMBER 2020, IN
RESPECT OF THE PROPOSED INCREASE IN SHARE CAPITAL AND BONUS ISSUANCE OF SHARES; AND THE
SHARE RECONSTRUCTION/ REDENOMINATION OF ITS NOMINAL SHARE VALUE

This Explanatory Statement has been prepared to provide information to all the shareholders of AXA Mansard
Insurance Plc (“AXA Mansard” or “Company”), in respect of the Special Business to be considered at the Extra-
Ordinary General Meeting that has been convened for Monday, 07 December 2020 as indicated in the attached
Notice of Extra-Ordinary General Meeting. This Explanatory Memorandum should be read in conjunction with the
accompanying Notice convening the Extraordinary General Meeting.

1. INTRODUCTION

As you are aware, the National Insurance Commission (“NAICOM”) by a circular dated 20 May 2019,
introduced new capital requirements for insurance companies in Nigeria, with a deadline of 30 June
2020. This was followed by another circular dated 30 December 2019, extending the deadline for the

recapitalisation to 31 December 2020.

Following the incidence of the COVID-19 pandemic, NAICOM carried out another revision of the
recapitalisation deadline, with a decision to segment and extend the recapitalisation process into two
phases as follows:

Phase 1 – 50% of the Minimum capital for insurance companies must be met by 31st December 2020; and

Phase 2 – all insurance companies to comply with the approved minimum paid-up capital not later than
30 September 2021.

Please see summary table on segmentation and timelines for recapitalisation below.

Minimum Paid-Up

Capital by 31st Minimum Paid-Up Capital

Existing Minimum Pa-id December 2020 (Phase by 30th September 2021
Up Capital
1) (Phase 2)
N 2.0 bn
Life N 3.0 bn N 4.0 bn N 8.0 bn
General N 5.0 bn
C o m p o site N 10.0 bn N 5.0 bn N 10.0 bn
Reinsurance
N 9.0 bn N 18.0 bn

N 12.0 bn N 20.0 bn

2. AXA MANSARD'S CURRENT CAPITALISATION LEVEL
In line with the NAICOM definition, the components of minimum paid-up capital, include

a. Existing paid-up share capital;

b. Cash payment for new shares;

c. Retained earnings (capitalised);

d. Payment in kind (e.g. properties, T-Bills, Shares, Bonds) for new shares issued, which must
be converted to cash not later than three (3) months to the recapitalisation deadline; and

e. Share premium (capitalised).

AXA Mansard's paid-up capital as at its December 2019 audited accounts is N5.25bn (see audited balance
sheet as at 31 December 2019 below), and the Company will be securing an additional N12.75bn to meet the
new capital requirement of N18bn for composite insurance companies.



3. AXA MANSARD STEPS TOWARDS RECAPITALISATION

We highlight that per the accounts above, AXA Mansard has enough reserves across retained earnings,
share premium and other capital reserves to meet the regulatory capital requirements for composite
insurers.

AXA Mansard plans to meet these requirements by implementing a plan (the “Recapitalisation Plan”) to:

§ Effect the capitalisation of the relevant capital reserve balances including Share Premium, Retained
Earnings and Other Reserves (“Qualifying Reserves”), as noted in the Proforma Recapitalisation table
below. The table utilises the capital reserve balances from AXA Mansard's audited accounts as at 31
December 2019 and will enable the company satisfy the NAICOM capital requirements for composite
insurance companies of N18 billion.

The Board of Directors, by a resolution dated 17 November 2020, approved the Recapitalisation Plan, for
recommendation to the shareholders

PROFORMA RECAPITALISATION TABLE (USING 31 DECEMBER 2019 FINANCIALS)

Equity (N’000) Pre-capitalisation Reserves to be Post -
capitalised capitalisation

Share capital 5,250,000 1 12,750,000 18,000,000 2
0
Share premium 4,443,453 (4,443,453)
4,270,458
Contingency reserve 4,270,458 0 152,077

Other reserves 2,652,077 (2,500,000) (304,924 )
923,562
Treasury shares -304,924 0 56,632

Fair value reserves 923,562 0
Retained earnings 5,863,179 (5,806,547)

Note 1: Per NAICOM's qualifying share capital as referenced section 2 above, AXA Mansard's current qualifying capital is N5.25bn
Note 2: Post-capitalisation and bonus issuance, qualifying share capital is N18bn

4. SHARE RECONSTRUCTION/REDENOMINATION OF NOMINAL SHARE VALUE

The capitalisation of the reserves (retained earnings, share premium and other reserves), to meet the paid-
up capital requirements, via a bonus issue of shares as highlighted above, would result in an increase in AXA
Mansard's outstanding shares from 10.5 billion to 36.0 billion shares, significantly increasing the number of
shares outstanding for the company.

When the process of the capitalisation of reserves is completed, the increased number of shares
outstanding will impact the per share metrics of AXA Mansard shares, including Earnings Per Share,
amongst other metrics.

In order to proactively manage such an outcome, AXA Mansard is proposing a redenomination of the
nominal share value of the AXA Mansard shares from N0.50, to N2.00.

PROFORMA RECONSTRUCTION ANALYSIS 5,250,000,000 N
0.50 N
PRE-SHARE RECONSTRUCTION Units
A Current share capital 10,500,000,000
B Nominal value pre -construction
C Existing shares outstanding

PROFORMA: POST RECAPITALISATION PRE -SHARE RECONSTRUCTION

A Post reconstruction share capital 18,000,000,000 N

B Nominal value pre -construction 0.50 N

C Post-reconstruction shares outstanding 36,000,000,000 Units

PROFORMA : POST RECAPITALISATION POST -SHARE RECONSTRUCTION

A Post reconstruction share capital 18,000,000,000 N

B Nominal value post -reconstruction (N0.50 to N2.00 or 4 for each 1) 2.00 N

C Post-reconstruction shares outstanding 9,000,000,000 Units

BENEFITS OF THE SHARE RECONSTRUCTION:

The share reconstruction would help your company achieve the following:

1. Reduce the number of shares outstanding: If the recapitalisation process earlier highlighted is concluded
without a share reconstruction, the total number of shares outstanding for AXA Mansard, post
recapitalisation to N18 billon, would be 36 billion shares (at a nominal share value of N0.50). If the proposed
share reconstruction is implemented, AXA Mansard will have 9 billion shares outstanding (at a nominal
value of N2.00 each).

2. Reduce costs: This would also help to reduce the qualitative and quantitative costs of managing a larger
shareholder register

3. Capacity to raise additional capital: Having a relatively large number of shares outstanding impedes a
company's ability to issue bonus shares or raise additional capital.

TREATMENT OF SHARES POST SHARE RECONSTRUCTION:

All shares shall continue to rank equally in all respects and shall continue to form a single class of ordinary
issued shares of AXA Mansard. The Share Reconstruction will not result in any change to the substantive
rights and obligations of existing shareholders.
The Board of Directors, by a resolution dated 17 November 2020, approved the Reconstruction, for
recommendation to the shareholders.

5. NEXT STEPS – IMPLEMENTATION OF AXA MANSARD RECAPITALISATION

In order to commence the implementation of the Recapitalisation plan, the resolutions to be approved by
shareholders have been clearly presented in the Notice of the EGM for your approval. Upon your approval of
the resolutions, the following will be effected:

a. The issued share capital of the company will be increased to N18 billion, to provide sufficient headroom for
the proposed capitalisation of the Qualifying Reserves.

b. N12.75 billion of the Company's qualifying capital reserves balance as at 31 December 2019 will be
capitalised, through the issuance of bonus shares to all existing shareholders, in the ratio of 17 new shares
for every 7 previously held.

c. The nominal share value of AXA Mansard shares will be reconstructed from N0.50 to N2.00, resulting in a

consolidation of every 4 shares outstanding into 1 share.

6. PROCESS AND TIMELINE
At the EGM scheduled for Monday, 07 December 2020 the shareholders will consider and, if thought fit
approve the resolutions required to implement the capitalisation of reserves, increase in share capital,
bonus issuance and the share reconstruction.
The required notifications will be made to the Nigerian Stock Exchange, Corporate Affairs Commission, the
Financial Reporting Council of Nigeria and the Securities and Exchange Commission.
Following the receipt of the relevant approvals, the bonus shares will be credited to the CSCS accounts of
shareholders, by the Registrars.

7. BOARD RECOMMENDATION
The Directors unanimously recommend that shareholders vote in favour of the proposed resolutions for the
reasons outlined in this Explanatory Memorandum.

Proxy form

PROXY FORM RESOLUTIONS FOR AGAINST

AXA MANSARD INSURANCE PLC SPECIAL BUSINESS
RC 133276 IncreaseShareCapital

EXTRA-ORDINARY GENERAL MEETING to be held at 1. Thatinaccordancewithsection102ofCompaniesandAlliedMattersAct,Cap
Lagos Oriental Hotel, No 3, Lekki Road, Victoria Island, C20LawsoftheFederationofNigeria,2004(“CAMA”),andArticle40ofthe
Lagos on Monday, December 7, 2020, at 10:00 a.m. Company’sArticlesofAssociation (“Articles”);theauthorisedsharecapitalof
theCompanybeandisherebyincreasedfromN5,250,000,000(FiveBillion,
I/We…………………………………………………
being Shareholder(s) of AXA Mansard Insurance plc TwoHundredandFiftyMillionNaira)toN18,000,000,000(EighteenBillion
hereby (please see Notes below for the list of Naira)bythecreationandadditiontheretoof25,500,000,000 (TwentyFiveBillionFive
nominated proxies) -------------------------------- or failing HundredMillion)ordinarysharesofN0.50Keach.
him/her ---------------------------------------- or ----------------
----------------------------------------------- as my/our Proxy to IssuanceofBonusShares
act and vote for me/us and on my/our behalf at the
Extra-Ordinary General Meeting of the Company to be 2. Thatinaccordancewithsection383ofCAMA,andArticle111oftheArticlesthe
held on December 7, 2020 and at any adjournment
thereof. fundsforthetimebeingstandingtothecreditofanyofthecompany's reserve

Dated this ……. day of ……………….2020. accountsortothecreditof theprofitandlossaccountorotherwiseavailablefor

Shareholder's distribution, uptothesumof N12,750,000,000(TwelveBillion, SevenHundred
Signature…………………………………...
andFiftyMillionNaira ), shall becapitalised, for thepurposeof issuingBonus

Share sasfullypaidsharestotheshareho lders.

3. Thatthenewlycreated25,500,000,000(TwentyFiveBillionFiveHundredMillion)

ordinarysharesofN0.50Keach beissuedandallottedasfullypaidbonusshares

to the Company’s shareholders standing in the register of members of the
Companyas of December14,2020(theRelevantDate) ;intheproportionof

Seventeen(17) new ordinarysharesforeverySeven(7)ordinarySharesheldas

attheRelevantDate(“theBonusshares”).

4. Thatwheretheissuanceof theBonusSharesresultsina fractionofasharebeing

held, theCompany beauthorisedtoroundthat fractiondowntothenearest

wholeshareorzero,astheDirectorsmaydeemfit.

Consolidation/reconstructionofshares

5. That,inaccordancewithSect ion101 ofCAMAandArticle44oftheArticles;the

nominalvalueoftheissuedordinarysharesoftheCompanybeandishereby

alteredfrom50koboeachtoN2.00Keach,bytheconsolidationofeveryfour(4)

sharesheldbyeachshareholderintoone(1)sh are

6. That where the consolidationresults inafractionof ashare beingheld, the

Companybeauthorisedtoroundthatfractiondowntothenearestwholeshare

orzero,astheDirectorsmaydeemfit.

7. Thattheconsolidatedsharesshall havethesameri ghtsandbe subjecttothe

samerestrictionsastheexistingsharesoftheCompany.

8. Thattheconsolidationshallbedeemedtotakeeffecton31 st December2020

General

9. That theCompany’sMemorandumandArticlesof Associationbeamendedto
reflectt hechanges authorisedbytheforegoingresolutions.

10. That the Directors be and are hereby authorized to appoint such advisers,

professionals and parties that they deem necessary, upon such terms and

conditions that the Directors may deem appropriate wit h regard to the

aforementionedresolutions.

11. ThattheD irectorsbeandareherebyauthorizedtotakeallstepsanddoallacts
thattheydeemnecessaryforthesuccessfulimplementationoftheabovestated
resolutions .

Please indicatew ithan “X” howy ouwishyour votesto becast ontheresolutionssetabove. Unlessotherwise
instructed,the Proxywillvoteorabstainfromv otingath is/her/its discretion.

NOTES

1. ATTENDANCE BY PROXY

In the interest of public safety and having regard to the Nigerian Centre for Disease Control (NCDC)
COVID-19 Guidance for Safe Mass Gatherings in Nigeria, the guidelines of the Corporate Affairs
ommission (CAC) o holding Annual General Meetings and the restrictions on public gatherings by the
Lagos State Government, AXA Mansard Insurance Plc. will conduct its Extra Ordinary General Meeting by
proxy only and limited to the maximum number of persons allowed in a gathering.

2. COURT ORDER CONVENING MEETING

The approval of the Federal High Court was sought and obtained to hold the EGM in a manner similar to
the CAC guidelines on holding of Annual General Meetings of public companies using proxies, and at
shorter notice.

3. NOMINATION OF PROXIES

Accordingly, members entitled to vote are requested to appoint a proxy of their choice from the list of
nominated proxies below to represent them at the Meeting: (A blank Proxy Form is attached to the
Explanatory Note).

A. Mr. Sola Adeeyo – Chairman

B. Mr. Kunle Ahmed – Managing Director/Chief Executive Officer

C. Mrs. Omowunmi Adewusi – Company Secretary

All completed proxy forms should be sent by email to [email protected] or
[email protected]

4. 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 DataMax Registrars Limited, No. 2C, Gbagada Phase
1, Lagos, or sent via email to [email protected] not less than forty-eight (48) hours
before the time fixed for the meetingwithin the stipulated time.

5. The details in the Explanatory Statement provide information on the proposed share
construction/redenomination and bonus issuance of shares.

6. If the Shareholder is a Corporation, this form must be executed under its Common Seal or under the hand
of some officers or an Attorney duly authorized.

7. The Proxy must produce the Admission Card sent with the Notice of the meeting to gain entrance to the
meeting.

Signature of the person attending………………………………………………..

___________________________________________________________________________________________
Before posting please tear off this part and retain it for admission to the meeting
ADMISSION CARD
Name of Shareholder (in BLOCK LETTERS)

…………………………………………………………………………………………………
Shareholder's Account No……………………………………………………….

Number of shares…………………………………………………………………....
Please admit……………………………………………………….. to the Extra-Ordinary General Meeting of AXA
MANSARD INSURANCE PLC to be held at Lagos Oriental Hotel, No 3, Lekki Road, Victoria Island, Lagos on
Monday, December 7, 2020 at 10:00 a.m.

Signature of person attending: …………………………………………..
The Shareholder or his /her/its proxy is required to produce this admission card in order to obtain entrance to
the Extraordinary General Meeting.

Please be advised that to enable a Proxy gain entrance to the meeting, the Proxy Form should be duly
completed and delivered to the office of the Registrars, , DataMax Registrars Limited not later than 48 hours
before the time fixed for the meeting