NOTICE IS HEREBY GIVEN that the 59th Annual General Meeting of Sterling Bank Plc will be held at the MUSON Centre, Onikan, Lagos, on Thursday, the 6th day of May 2021 at 10.00 am to transact the following business:
ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the year ended 31st December 2020, the Reports of the Directors, Auditors, and the Statutory Audit Committee thereon.
2. To declare a Dividend
3. To elect/re-elect Directors
(a) To elect Mr. Ankala Prasad as a Non-Executive Director
(b) To elect Mr. Paritosh Tripathi as a Non- Executive Director
(c) To re-elect the following Directors retiring by rotation:
• Mrs. Folasade Kilaso
• Mr. Michael Ajukwu
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
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):
(a) Mr. Asue Ighodalo
(b) Mrs. Folasade Kilaso
(c) Mr. Abubakar Suleiman
(d) Mrs. Temitayo Adegoke
(e) Brig. Gen E.E. Ikwue (Rtd)
(f) Sir Sunny Nwosu
(g) Dr. Farouk Umar
(h) Mr. Mathew Akinlade
(i) Mr. Boniface Okezie
(j) Mr. Gbenga Idowu
(k) Mrs. Bisi Bakare
(l) Mr. Ridhwan Hamza
(m) Alhaji Kabiru Tambari
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 5 kobo for every share of 50 kobo will be paid via e-mandate on 6th May 2021 to shareholders whose names are registered in the Register of Members at the close of business on 16th April 2021. 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 same day.
5. Closure of Register
The Register of Members and Transfer Books of the Company will be closed from 19th April to 23rd April 2021 (both dates inclusive), to enable the Registrar 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. 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.
9a. Election of Directors
i. Mr. Ankala Prasad is being proposed for election as a Non-Executive Director to fill an existing vacancy.
ii. Mr. Paritosh Tripathi is being proposed for election as a 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
In accordance with the provisions of the Company’s Articles of Association, the Directors to retire by rotation at the 59th Annual General Meeting are Mrs. Folasade Kilaso and Mr. Michael Ajukwu. 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.
10. Shareholders’ Right 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 30th April 2021.
Dated 6th April 2021
BY ORDER OF THE BOARD
TEMITAYO ADEGOKE
Company Secretary
20 Marina, Lagos
FRC|2018|NBA|00000018142
