GUINEA INSURANCE : AGM RESOLUTIONS

Corporate Head Office: Guinea Insurance House, 33, Ikorodu Road, Jibowu, P.O.Box 1136, Marina, Lagos E-mail: [e-mail], Website: www.guineainsurance.com, Tel: [phone]

Authorised and Regulated by the National Insurance Commission RIC NO. 017

Lagos, Nigeria, August 17, 2022

RESOLUTIONS FURTHER TO 64TH ANNUAL GENERAL MEETING OF GUINEA

INSURANCE PLC

Further the Annual General Meeting of Guinea Insurance Plc (the Company) held by Proxy on Tuesday, August 16, 2022, at Company's Head Office, Guinea Insurance House, 33, Ikorodu Road, Jibowu, Lagos, the following resolutions presented before members of the Company were duly passed and approved.

1. The Audited Financial Statements for the year ended 31st December 2021 and the Report of the Directors and Audit committee.
2. The re-election of the following directors retiring by rotation:
3. • Mr. Godson Ugochukwu
   • Mr. Simon Bolaji
   • Alhaji Hassan Dantata
4. To disclose the remuneration of Managers of the Company. This was disclosed on page 22 of the Annual Report and Accounts.
5. That the Directors be authorized to fix the remuneration of the External Auditors.
6. The re-election of Mr. Ayuba Quadri Yemi, Mr. Sonibare Waheed Akanni and the election of Mr. Peter Mgbeahuru as shareholders' representatives on the Audit Committee while Mr. Samuel Oladayo Bolaji and Mr. Samuel Onukwue were appointed to represent the Board on the Committee.
7. The remuneration of the Non-Executive Directors for the year ending December 31, 2022 and until further notice, be fixed at N1,200,000.00 (One Million Two Hundred Naira Only) for the Chairman and N1,000,000.00 (One Million Naira Only) for other Non-Executive Directors. In addition, sitting allowances be paid at standard agreed rates for each meeting attended.

Corporate Head Office: Guinea Insurance House, 33, Ikorodu Road, Jibowu, P.O.Box 1136, Marina, Lagos E-mail: [e-mail], Website: www.guineainsurance.com, Tel: [phone]

Authorised and Regulated by the National Insurance Commission RIC NO. 017

1. Pursuant to the Companies and Allied Matters Act 2020 and the Memorandum and Articles of the Company, the Directors of the Company were duly authorised to increase the issued share capital of the Company from 6,140,000,000 to 7,942,800,000 by way of a private
   placing/placement of 1,802,800,000 (one billion eight hundred and two million, eight hundred thousand) ordinary shares of 50kobo at 50kobo per share, all ranking pari passu with the existing issued shares in the Company.
2. The increased issued share capital of the Company be allotted in the following manner:

Name of Allottee	Number of Shares to be Allotted
Mr. Chukwuemeka Uzoukwu	1,000,000
Mr. Simon Bolaji	1,800,000
Sir Sunny Edwin Igboanuzue	300,000,000
Chrome Oil Services Limited	1,500,000,000

1. The Directors be authorised to do all acts and take all actions to give effect to the above resolutions subject to all and any regulatory authorization that may be required.
2. The Directors be authorised to take steps to comply with the requirements of Section 124 of the Companies and Allied Matters Act, 2022 and the Companies Regulations 2021 as it relates to unissued shares currently standing to the capital of the Company.
3. The 57,200,000 unissued shares of 50 kobo each out of the subsisting 8,000,000,000 share capital of the Company being surplus to the needs of the Company be cancelled and is hereby approved with effect from 16th day of August, 2022.
4. The fully issued and allotted share capital of the Company from the date of this cancellation is 7,942,800,000 ordinary shares of 50kobo each.
5. The Board of Directors be authorised to take all steps to ensure that the Memorandum and Articles of the Company be altered to comply with resolutions 10, 11 and 12 above

Corporate Head Office: Guinea Insurance House, 33, Ikorodu Road, Jibowu, P.O.Box 1136, Marina, Lagos E-mail: [e-mail], Website: www.guineainsurance.com, Tel: [phone]

Authorised and Regulated by the National Insurance Commission RIC NO. 017

including replacing the provisions on authorized share capital with issued share capital of the Company.

14. All acts carried out by the Board of the Company in connection with the above resolutions be ratified.

Signed:

CHINENYE NWANKWO

Company Secretary/Legal