NOTICE OF 60TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 60th Annual General Meeting of Sterling Bank Plc will be held at the Grand Ballroom, Eko Hotel & Suites, Plot 1415, Adetokunbo Ademola Street, Victoria Island, Lagos, on Thursday, the 16th day of June 2022 at 10.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended 31st December 2021, the Reports of the Directors, Auditors, and the Statutory Audit Committee thereon
2. To declare a Dividend
3. To elect/re-elect Directors
   1. To elect Mr. John Olatunji Mayaki as a Non-Executive Director
   2. To elect Mrs. Olusola Oworu as an Independent Non-Executive Director
   3. To re-elect the following Directors retiring by rotation:
      • Mrs. Tairat Tijani
      • Mr. Michael Jituboh

4. To authorise the Directors to fix the remuneration of the Auditors
5. To disclose the remuneration of Managers of the Company in accordance with section 238 and 257 of the Companies and Allied Matters Act 2020
6. To elect the Shareholders representatives of the Statutory Audit Committee

 

SPECIAL BUSINESS

7. To consider and if thought fit, pass the following as special resolutions:
1. That following the recommendation of the Board of Directors and in compliance with the requirements of Section 124 of the Companies and Allied Matters Act (CAMA) 2020 the Bank be and is hereby authorised to cancel its unissued share capital;
2. That the Board of Directors of the Bank be and is hereby authorised to take all steps necessary to ensure that the Memorandum and Articles of Association of the Bank be altered to comply with Resolution 7 (i) above, including replacing any provision stating the authorised share capital with the issued share capital;
3. That the Bank be and is hereby authorised to enter into and execute agreements, deeds, notices and any other document(s) necessary for and/or incidental to resolution 7 (i) above;
4. That the Board of Directors of the Bank be and is hereby authorised to do all such acts and take all such actions as may be necessary to give effect to the above resolutions in compliance with extant laws and regulations.

 

NOTES

1. Proxy

A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy from the proxies listed in the Notice to attend and vote in his/her/its stead per the Corporate Affairs Commission Guidelines on holding Annual General Meetings using proxies. To be valid, a completed proxy form must be deposited at the office of the Registrar, Pace Registrars Limited, Akuro House (8th floor), 24 Campbell Street, Lagos not less than 48 hours before the time of the meeting. A blank proxy form is attached to the Annual Report.

2. Attendance and Voting by Proxy

Given the COVID – 19 pandemic and the consequential restriction on large gatherings in Nigeria, the Corporate Affairs Commission (CAC), has approved that attendance at the Annual General Meeting shall only be by proxy.

In the light of the above and the interest of public health and safety, only persons nominated as designated proxies on the Proxy Form would attend the Meeting physically. All other Shareholders would be required to attend the Meeting and participate in the proceedings online via real-time streaming on the Bank’s website and social media platforms.

Shareholders are therefore advised to appoint a proxy of their choice from the following individuals (Designated Proxies):

1. Asue Ighodalo
2. Tairat Tijani
3. Abubakar Suleiman
4. Temitayo Adegoke
5. Gen E.E. Ikwue (Rtd)
6. Sunny Nwosu
7. Farooq Umar
8. Mathew Akinlade
9. Oludewa Thorpe
10. Boniface Okezie
11. Gbenga Idowu
12. Funke Augustine
13. Ridwan Hamza
14. Alhaji Kabiru Tambari
15. Adeleke Adebayo
16. Nona Awoh
 

The Designated Proxies are to attend the Meeting and vote on their behalf as well as on behalf of the Shareholders who selected them as proxies. The Designated Proxies are advised to comply with the relevant public health directives to protect themselves and the health of others.

A Proxy Form would be sent to the registered email address of Shareholders and would also be available online at www.paceregistrars.com and www.sterling.ng.

3. Stamping of Proxy

The cost of stamping the instruments of proxy would be borne by the Company.

4. Dividend

If approved, a dividend in the sum of 10 kobo for every share of 50 kobo will be paid via e-mandate on Thursday, 16th June 2022 to shareholders whose names are registered in the Register of Members at the close of business on Friday, 27th May 2022. Shareholders are advised to complete the e-dividend mandate form and forward particulars of their account details to the Registrar to enable direct credit of their dividend on the same day.

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5. Closure of Register

The Register of Members and Transfer Books of the Company will be closed from Monday, 30th May to Friday, 3rd June 2022 (both dates inclusive), to enable the Registrar to prepare for payment of dividend.

6. E-Dividend Mandate

Shareholders are requested to update their records and advise Pace Registrars Limited of their relevant bank accounts for the payment of their dividends. Detachable forms in respect of mandate for e-dividend payment, unclaimed dividend payment and shareholder data update are attached to the Annual Report for convenience. The forms can also be downloaded from Pace Registrars Limited’s website at www.paceregistrars.com. The duly completed forms should be returned to Pace Registrars Limited, Akuro House (8th Floor), 24, Campbell Street, Lagos or to the nearest Sterling Bank Plc branch.

7. E-Annual Report

The electronic version of the Annual Report is available at www.sterling.ng. Shareholders who have provided their email addresses to the Registrar will receive the electronic version of the Annual Report via email.

8. Statutory Audit Committee

The Statutory Audit Committee consists of three shareholders and two Directors. In accordance with Section 404(6) of the Companies and Allied Matters Act 2020, any shareholder may nominate another shareholder for appointment to the Audit Committee. Such nomination shall be in writing and must reach the Company Secretary not later than 21 days before the Annual General Meeting (‘AGM’). Also, the requirements of Section 404(5) of the Companies and Allied Matters Act 2020 provides that members of the Audit Committee should have basic financial literacy and should be able to read financial statements.

Accordingly, nominations should be accompanied by a copy of the nominee’s curriculum vitae.

9. Election of Directors
   i. Mr. John Olatunji Mayaki is being proposed for election as a Non-Executive Director.
10. Mrs. Olusola Oworu is being proposed for election as an Independent Non-Executive Director to fill an existing vacancy.

The profiles of the aforementioned Directors are available in the Annual Report and also on the Bank’s website at www.sterling.ng.

9b. Re-election of Directors

10. In accordance with the provisions of the Company’s Articles of Association, the Directors to retire by rotation at the 60th Annual General Meeting are Mrs. Tairat Tijani and Mr. Michael Jituboh. The retiring Directors, being eligible, offer themselves for re-election.
 

The profiles of the Directors retiring by rotation are available in the Annual Report and on the Bank’s website at www.sterling.ng.

Shareholders’ Right to ask Questions

Shareholders reserve the right to ask questions not only at the meeting but also in writing before the meeting on any item contained in the Annual Report and Financial Statements. Please send questions to investor.relations@ sterling.ng not later than 9th June 2022.

Dated 13th day of May 2022

BY ORDER OF THE BOARD

TEMITAYO ADEGOKE

Company Secretary
20 Marina, Lagos FRC|2018|NBA|00000018142