NOTICE OF ANNUAL GENERAL MEETING

NOTICE  IS HEREBY GIVEN that  the 49th Annual General Meeting of Sterling Bank Plc will be held at Golden Gate Complex, 25B, Glover Road,  Ikoyi, Lagos on Tuesday, the 31st day of May 2011 at 11.00 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive the Audited  Financial Statements for the period ended 31st  December 2010, together with the Reports of the  Directors, Auditors and the Audit Committee thereon.
2. To elect/  re-elect Directors.
3. To approve the remuneration of the Directors.
4. To authorize the Directors to fix the remuneration of the Auditors.
5. To elect members of the Audit Committee.

SPECIAL BUSINESS:

To consider and  if  thought  fit  to pass  the  following as a Special Resolution:
6. “That pursuant to the Articles of Association of the Company, Messrs Ernst & Young be appointed as Auditors of  the Company  in place of Messrs KPMG Professional Services who have indicated that they will not continue in office as Auditors having served the mandatory ten  (10) years  stipulated by  the Central Bank of Nigeria Guidelines”
NOTES:

1. PROXY
A member entitled to attend and vote at the 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,  the Proxy form must be duly stamped at the Stamp Duties office and returned to the Registrar, Sterling Registrars Limited, Akuro House (8th floor), 24, Campbell Street, Lagos not less than 48 hours prior to the time of the meeting.
2. AUDIT COMMITTEE
The Audit Committee consists of three Shareholders and three Directors. In accordance with section 359(5) of the Companies and Allied Matters Act 1990, any shareholder may nominate a shareholder 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 Annual General Meeting.
The Central Bank of Nigeria in its Code of Corporate Governance for banks stipulates that members of the Audit Committee should be knowledgeable in internal control processes.
BY ORDER OF  THE BOARD
Justina Lewa
Company Secretary
20 Marina
Lagos
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