NOTICE OF 57TH ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 57th Annual General Meeting of Sterling Bank Plc will be held at Eko Hotel & Suites, Plot 1415, Adetokunbo Ademola Street, Victoria Island, Lagos on Thursday, the 25th day of April, 2019 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, 2018 and the Reports of the Directors, Auditors and the Audit Committee
2. To elect/re-elect Directors
   • To elect Michael Ajukwu as an Independent Director
   • To elect Folasade Kilaso as a Non-Executive Director
   • To re-elect Michael Jituboh as a Non-Executive Director
   • To re-elect the following Directors retiring by rotation:
     • Tairat Tijani
     • (Mrs.) Omolara Akanji

3. To authorize the Directors to fix the remuneration of the Auditors
4. To elect members of the Statutory Audit Committee

NOTES

Re-election of Director aged 70 years and above.

In accordance with Section 256 of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004, special notice is hereby given that Mr Michael Jituboh, who attained the age of 70 years in September 2018, and being eligible and willing to continue will be proposed as a Director for re-election at the meeting.

Proxy

A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. To be valid, a completed proxy form must be duly stamped at the Stamp Duties office and deposited at the office of the Registrar, Pace Registrars Limited, Akuro House (8th floor), 24 Campbell Street, Lagos not less than 48 hours prior to the time of the meeting.

Statutory Audit Committee

The Statutory Audit Committee consists of three shareholders and three Directors. Any member may nominate a shareholder as a member of the Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one

(21) days before the Annual General Meeting. The Securities & Exchange Commission’s Code of Corporate Governance provides that members of the Statutory Audit Committee should have basic financial literacy and should be able to read financial statements. We, therefore, request that nominations be accompanied by a copy of the nominee’s curriculum vitae.

Unclaimed Dividend Warrants and Share Certificates

Shareholders are hereby informed that Dividend warrants and a number of share certificates have been returned to the Registrars as “unclaimed”. A list of unclaimed dividend will be circulated with the Annual Report & Financial Statements. Any member affected by this notice should contact the Registrar, Pace Registrars Limited, Akuro House (8th Floor), 24, Campbell Street, Lagos.

Right of Shareholders to ask Questions

Shareholders reserve the right to ask questions not only at the meeting but also in writing prior to the meeting on any item contained in the Annual Report and Financial Statements. Please send questions to [email protected] not later than 11th April 2019.

Profiles of Directors

The profiles of all Directors of the Bank are provided in the Annual Report.

Annual Report and Financial Statements

The Annual Report and Financial Statements can also be downloaded from the Bank’s website, www.sterling.ng

Dated this 27th day of March 2019

BY ORDER OF THE BOARD

Justina Lewa
Company Secretary
20 Marina
Lagos