IPRIME INSURANCE Rest assured. You're insured 13" March 2017 The Registrar General Registrar General’s Department Accra Dear Sir/Madam, BOARD RESOLUTION TO INCREASE SHARE CAPITAL The Board of PRIME INSURANCE COMPANY LIMITED a Company (hereinafter referred to as “the Company”) organized and existing under the laws of GHANA hereby certify to The Registrar, Registrar General's Department, Accra that a meeting of the Board of Directors of the said Company was duly called and held in the city of ACCRA on the 25TH Day of JANUARY 2017 that at the said meeting, a quorum was present and voting throughout, and the following resolutions on the motions duly made and seconded were unanimously adopted and are now in full force and effect. INCREASE SHARE CAPITAL 1. RESOLVED, that the share capital of the company be increased from GH¢21,871,475 to GH¢21,914,471 and a corresponding increase in number of ordinary shares from 437,429,500 to 438,289,420. WE FURTHER CERTIFY that there is no provision in the Regulations of the Company limiting the power of the Board of Directors to pass the foregoing resolution and that the same are in conformity with the provisions of the said regulations. ee 80) MBER BOARD MEMBER EKOW NYARKO DADZIE DENNIS JOSEPH N. DORH Platinum Place Kanda High Street | P. 0. Box GP 21222 Accra ‘Tol : +233 30 222 9062 / 30 223 3499 / 30 2234078 / 303976799 Website: wwu.primeinsuranceghana.com | Emailinfo@primeinsuranceghana.comPod cxv eae seh — Coad oy “os Gew Ler ‘NOLMAIMINOD 1Wi0L] lace oy aie ae TTT ET SUSSOT NE hae ae Paran | ar a Saree = To MeN ee ee oe ee —_ = 2 ee a Se SS = Leal as a ‘cau aNvawoo oNVUNSNI IMRFORM 7 THE REGISTRAR-GENERAL'S DEPARTMENT ‘THE COMPANIES ACT 1963 RETURN OF ISSUE OF SHARES (OTHER THAN RE-ISSUE OF TREASURY SHARES) Pursuant to Section 43 INSTRUCTIONS: COMPLETE FORM WITH BLACK INK AND IN BLOCK LETTERS PLEASE SPELL OUT AL WORDS ~NO ABBREVIATIONS “INDICATES MANDATORY FIELD CSAIS3I2015 No.of Company Company*TIN (Taxpayer Identification Number}: [C | oo lo]4] i Jo] ¢]215]2 Name of compary:|P[R [1 fate] [1 [NS [ML elAa |uile G ele olmlelAIniy! [eb [ml les UMITED issue of shares dd {mm /yvvy (2) Amount of Stated Capital attributable to GH D141 G4>) TEs ave of shares for cad 7 indhudeg any amount paiden cali] GHE: | Jmade on shares Issued with an 4lolalal, Junpaid lability) without deductiong i fad commissions {e) Total Value of Consideration (as stated in the agreement) | GH¢: received for issue of shares other 0 (cffotal Amount Transferred to Stated Capital from Surplus: | GH¢:|0 (2) Number of Authorized Shares of Each Class: *(a} Ordinary Shares: | 9|olololo (b) Preference Shares: | O (¢) Debentures: ° (3) Total Number of Issued Shares of: *{a} Ordinary Shares: |uy|2|8la18|9|4|2|0 (b) Preference shares: |@ (c) Debentures: 0 (4) Amount Paid on Issued Shares of Each Class for Cash: *(a) Ordinary hares: | @H¢:| 211 19/1 [yu] 4] FL) (b) Preference Shares: © (c) Debentures: 0 (ab) Amount Paid on Issued Shares of Each Class for other Considerati *(a) Ordinary Shares: | GHe: | (b) Preference Shares: 0 Page 1 of 3(¢) Debentures: 0 (5) Amount Due on each share Issued: Presently Due to be Paid: | GH¢: | Not yet Due: | GH¢: [0 | (6) Total Number of Treasury Shares of Each Class: (a) Ordinary Shares: _| (b) Preferencs Shares: | O (c) Debentures: |O | PSEPH NAR Kote) Dor Full Name Signature P0002 3 8341 KA (State whether Director or Secretary) Date: [od [ols] Teh \ dd/mm/yyyy For Official Use Only | I [aa imm yyy Document Registration Dal Official Description; (For instructions as to signing etc., see Notes under Page 2 of 3NOTES ‘This Form must be signed by a Director/Secretary and sent by post, e-mail or electronically delivered to the Registrar of Companies, P. O. Box 118, Accra, within 28 days after any change in any of the particulars registered. Failure, without reasonable excuse, to furnish the Registrar with the required statement of any change the particulars registered within 28 days of such change will entail liability on conviction toa fine not exceeding GHC 10.00 for every day during which the default continues and any statement which contains any person signing it will entail liability on conviction to imprisonment for a term not exceeding six months or toa fine not exceeding GHC500.00 or to both such imprisonment and fine. INSTRUCTIONS TO FILL IN RETURN OF ISSUE OF SHARES FORM (*)Mandatory Fields Section A: (2) Company Name: Here state the full name of the company. (ii) Date Return of issue of Shares: please write here the Date of Return of Issuesin the specified format of (dd/mm/yy)in provided columns. Section B: Return of Issue of Shares (i) Write here accurately the Total Amount of Stated Capital. (a) Total issue of shares for cash: Write the Total Issue of Shares as at Date of Return (0) Next state clearly Total Value of Consideration received for issue of share otherwise than cash (foreghand, sweat equity) as at Date of Return (c) And here mention Total Amount Transferred to Stated Capital from surplus as at Date of Return {@) In next provided columns state clearly all the relevant details for all three types of shares including Ordinary shares, Preferences Shares and Debentures. (c) The Signature of Director or Secretary needs tobe taken here. Page 3 of 3THE REGISTRAR-GENERAL'S DEPARTMENT FORMS THE COMPANIES ACT 1963 PARTICULARS OF ALTERATION IN THE STATED CAPITAL OF COMPANY UNDER SECTION 66(2) OF THE COMPANIES ACT Pursuant to Section 66 (2) INSTRUCTIONS: COMPLETE FORM WITH BLACK INK AND IN BLOCK LETTERS. PLEASE SPELL OUT ALL WORDS ~NO ABBREVIATIONS. “INDICATES MANDATORY FIELD No.of company CS #15 312015 (A) TIN Name of Company: Presented by: ‘To the Regist’ if one Companies: | P..Box 118,Accra | oe ESE eee eee eee eee er eee (A) Particulars of Increase/ Reduction in the Stated Capital of. Limited, a Company registered in Ghana ‘Amount of Increase or Reduction (2) Total proceeds of shares issued, for Cash (including, any amounts paid on calls made on shares with | GH¢:|4 219 |q |Z unpaid liability) (b) Total value of consideration (as stated in ‘Agreement) received for the issue of shares otherwise] GH¢:| 0) than for cash (c) Total amount transferred to Stated Capital from a Surplus GHE:O New Stated Capital: He: ||) |] | |4|4{]] oSEPH NYARKOTE} bor he =p Name P0002 SEZ Xx (sate whether Oretor or Secreary) Signature ove: [t Tol[ol3]alob 2] yy ad dimmiy y Page 1 of 3For Official Use Only Document Registration Date: (ddimmiyy) Official Description: (For instructions as to signing etc., see Notes under Page 2 of 3NOTES This Form must be signed by the Director/Secretary and sent by post, e-mail or electronically delivered to the Registrar of Companies, P. O. Box 118, Accra, within 28 days after any change in any of the particulars registered, Failure, without reasonable excuse, to furnish the Registrar with the required statement of any change in the particulars registered within 28 days of such change will entail liability on conviction to a fine not exceeding GHC 10.00 for every day during which the default continues and any statement which contains any person signing it will entail ability on conviction to imprisonment for a term not exceeding six months or toa finenot exceeding GHC 500.00 or to both such imprisonment andfine, INSTRUCTIONS TO FILL IN PARTICULARS OF INCREASE/ REDUCTION IN THE STATED CAPITAL (FORM 8) (*)Mandatory Fields rite here carefully the accurate TIN (Taxpayer Identification Number) ofa company. rovide the complete registration number in the designated column Particulars of Increase/Reduction in the Stated Capital Limited, A Company Registered in Ghana (i) Write here accurately the Total proceeds of shares issued for cash (It should be the difference between the old stated capital and the new stated capital) (i) Noxtstate clearly Total Value of Consideration received for issue of shares otherwise than the cash. Itcould be land, sweat equity etc. (ii) And here mention Total Amount Transferred to Stated Capital from surplus. (iv) Atthe end of this section state New Stated Capital in GHC. Section C: Declarati (i). State Date in the provided space as per format, li) Provide Signature of the Director or Secretary and also mention clearly whether its a Director or Secretary'ssignature For Official Use Only sections meant to be filled in by an official that is why labelled as For Official Use Only. Do not fill it inplease. Page 3 of 3