CORNERSTONE INSURANCE : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 31st Annual General Meeting (AGM) of Cornerstone Insurance PLC (the Company) will hold at the Agip Recital Hall, MUSON Centre, Onikan, Lagos on Wednesday, 21st June 2023 at 1:00pm to transact the following businesses:

ORDINARY BUSINESS

1. To lay before the members the Audited Financial Statements for the year ended 31st December 2022, together with the Reports of the Directors, Auditor and Audit Committee thereon.
2. To elect and re-elect Directors.
3. To authorize the Directors to fix the remuneration of the Auditor.
4. To disclose the remuneration of Managers.
5. To elect Shareholders' representatives to the Audit Committee.

SPECIAL BUSINESS

6. To consider and if thought fit, pass the following resolution as an ordinary resolution:

6.1. That in compliance with the rules of the Nigerian Exchange Limited governing transactions with related parties or interested parties, the general mandate given to the Company to enter recurrent transactions with related parties for the Company's day-to- day operations, including the procurement of goods and services, on normal commercial terms, be and is hereby renewed.

Voting by Interested persons:

In line with the provisions of Rule 20.8(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 6 above.

NOTES

1. PROXY

1.1. A member who is entitled to attend and vote at the AGM may appoint a proxy to attend and vote in his/her/its stead. A proxy need not be a member of the Company. However, Members are encouraged to select from the list below, a proxy to attend and vote in their stead at the AGM:

1. Igwe Robert Iheanyichukwu
2. Dr. Anthony Omoniyi Omojola
3. Mr. Matthew Akinlade
4. Chief Timothy Adesiyan
5. Mr. Gafar Erifolanmi
6. Mr. Awoh Nonah
7. Mr. Henry Olayemi
8. Mr. Adeleke Oladimeji
9. Mr. Chibuzor Eke
10. Mr. Steve Iwenjora

1.2 A proxy form is attached to the Annual Report and can also be found on the Company's website www.cornerstone.com.ng.Kindly email the completed proxy form to either the Company Secretary, PAC Solicitors, via [e-mail] [e-mail],or the Registrars, Lighthouse Registrars Limited via [e-mail];or send the proxy form to the office of the

Company Secretary, 10, Canaanland Street, Lekki Phase 1, Lagos or the office of the Registrars, 2nd Floor, 39, Adeola Odeku Street, Victoria Island, Lagos, not later than one (1) week before the date of the AGM, to enable the Company to stamp the proxy form and lodge same with the Registrars. All instruments of Proxy shall be at the Company's instance in line with the Corporate Affairs Commission's guidelines.

1. CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOKS
   The Register of Members and Transfer Books of the Company will be closed from Tuesday, 6th June 2023 to Thursday, 8th June 2023 (both days inclusive) to enable the Registrars to update the Register of Members.
2. NOMINATIONS TO THE AUDIT COMMITTEE
3. 1. Pursuant to Section 404 (6) of the Companies and Allied Matters Act 2020, any Member may nominate another Member for appointment to the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the AGM.
   2. The Companies and Allied Matters Act 2020 and the Code of Corporate Governance for Public Companies issued by the Securities and Exchange Commission require Members of the Audit Committee to be financially literate and able to read financial statements. We, therefore, request that all nominations to the Audit Committee should be accompanied by the Curriculum Vitae of the Nominees.
4. UNCLAIMED SHARE CERTIFICATES AND DIVIDEND WARRANTS
   A significant quantity of Share Certificates and Dividend Warrants have been returned to the Registrars as unclaimed. Some Dividend Warrants have neither been presented to the Bank for payment nor to the Registrars for revalidation. Affected Members are by this Notice advised to please contact the Company's Registrars, Lighthouse Registrars Limited at the address stated in Note 1.3.
5. E-DIVIDENDMANDATE
   Shareholders who need to update their records and relevant bank accounts are urged to complete the e-Dividend Activation Form which can be detached from the Annual Report and is available on the Company's website www.cornerstone.com.ng. The duly completed form should be returned to the Registrars, Lighthouse Registrars Limited, via [e-mail] sent to the office of the Registrars, 2nd Floor, 39, Adeola Odeku Street, Victoria Island, Lagos.
6. ELECTION AND RE-ELECTION OF DIRECTORS
7. 1. Election of Director

To elect Mr. Stephen Alangbo who was appointed as an Executive Director by the Board since the last Annual General Meeting. His profile is contained in the Annual Report and is also available on the Company's website www.cornerstone.com.ng.

7.2 Re-election of Director

Pursuant to Section 285 (1) of the Companies and Allied Matters Act 2020, the Directors to retire by rotation are Dr. Ogechi Adeola, Mr. Steve Iwenjora and Mr. Chidiebere Nwokeocha. They have indicated their willingness to stay in office and offer themselves for re-election. Their profiles are contained in the Annual Report and are also available on the Company's website www.cornerstone.com.ng.

1. RIGHT TO ASK QUESTIONS
   Pursuant to Rule 19.3(b) of the Issuers Rules in the Rulebook of The Nigerian Exchange Limited 2015, it is the right of Members of the Company to ask questions not only at the AGM but also in writing, prior to the AGM. We urge that such questions should be emailed to the Company Secretary via [e-mail] [e-mail] later than one (1) week before the date of the AGM.
2. LIVE STREAMING OF THE ANNUAL GENERAL MEETING
   Further to the signing into law of the Business Facilitation (Miscellaneous Provisions) Act, which allows public companies to hold meetings electronically, this AGM would be a hybrid meeting. The Virtual Meeting Link for the Annual General Meeting will be available on the Company's website www.cornerstone.com.ng forlive streaming.
3. WEBSITE

A copy of this Notice and other information relating to the AGM can be accessed via the Company's website www.cornerstone.com.ng.

10. E-ANNUAL REPORT

To improve the efficiency and delivery of the Annual Report, an electronic copy is available for download on the Company's website www.cornerstone.com.ng.To receive a copy via email, kindly send an email to [e-mail] [e-mail].

Dated this 10th day of May 2023

By Order Of the Board

Ninette Ninyio

FRC/2022/PRO/NBA/002/380353

10, Canaanland Street

Lekki Phase 1,

Lagos

Tel: [phone]

Website: www.pacsolicitors.com