AXA MANSARD INSURANCE : AXA MANSARD - AGM RESOLUTIONS

Lagos, July 31, 2023

AXA Mansard Insurance Plc.

RESOLUTIONS OF THE 31st ANNUAL GENERAL MEETING OF AXA MANSARD INSURANCE PLC HELD ON JULY 28, 2023

At the 31st Annual General Meeting of AXA Mansard Insurance Plc (AXA Mansard or the Company), duly convened and held at the Balmoral Hall. Federal Palace Hotel, Ahmadu Bello Way, Victoria Island, Lagos State, on Friday, July 28, 2023, all resolutions contained in the Notice of the Annual General Meeting were presented to the Shareholders and the following were unanimously resolved as follows:

1. That the Audited Financial Statements for the financial year ended December 31, 2022, and the Reports of the Directors, the Auditor and Audit Committee thereon laid before the meeting be and are hereby received.
2. That the following Directors be elected:
   a. Chief Gbola Akinola (SAN) was elected as a Minority Shareholder Representative, Non- Executive Director of the Company
   b. Mr. Mariano Caballero was elected as a Non- Executive Director of the Company c. Ms. Melina Cotlar was elected as a Non- Executive Director of the Company
   b. Mr. Kola Adesina was elected as Chairman, Non- Executive Director of the Company
3. That final dividend in respect of the financial year ended December 31, 2022 of N3.24 billion being 36kobo per share subject to appropriate withholding tax deduction, comprising of N540 million already paid as interim dividend at the rate of 6kobo per share in December 2022, and N2,700,000,000 be paid as final dividend at the rate of 30kobo per share for shareholders whose names are registered in the Company's Register of members at the close of business on June 21st 2023.
4. That Directors be and are hereby authorised to fix the remuneration and expenses of the Auditors, Messrs' KPMG Professional Services in respect of the year ending 31 December 2023.
5. That the remuneration of the Managers of the Company, as disclosed on Page 161 of the Audited Financial Statements for 2022 financial year be and is hereby disclosed.
6. That Mr. Abubakar Sadiq Bello, Mrs. Adebisi Bakare and Mrs. Asari Etuk be and are hereby elected as the representatives of the Shareholders on the Statutory Audit Committee of the Company for the 2023 financial year. While Ms Abiola Bada and Mr Thomas Hude were the Board representatives for the Audit Committee for the 2023 Financial year.
7. That the Memorandum of Association and Articles of Association of the Company be amended to align with the provisions of the Business Facilitation (Miscellaneous Provisions) Act, 2022.
8. That the Directors be and are hereby authorised to invest in or acquire any business entity in furtherance to the objectives of the Company including but not limited to insurance, investments or health line of business.
9. That the Directors be and are hereby authorised 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 investments and acquisitions.
10. That the Directors be authorised to take all steps and do all acts that they deem necessary for the successful implementation of the above-mentioned resolutions

For: AXA MANSARD INSURANCE PLC

OMOWUNMI MABEL ADEWUSI

Company Secretary