NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sterling Financial Holdings Company Plc (the “Company”) will be held virtually via sterlingholdco.ng/agm; on at to transact the following businesses: Friday, 11th July 2025 10:00am
ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the year ended 31ST December 2024, the reports of the Directors and the Statutory Audit Committee thereon.
2. To declare a dividend for the financial year ended 31 December 2024.
3.
To
elect/re‑elect
Directors
(a)
To
elect
Mr.
Ashutosh
Kumar
as
a
Non‑Executive
Director
(b)
To
re‑elect
the
following
Directors
who
are
retiring
by
rotation:
(i)
Ms.
Eniye
Ambakederemo
(ii)
Mr.
Shola
Adekoya
4. To authorize the Directors to fix the remuneration of the Auditors.
5. To disclose the remuneration of Managers of the Company under Sections 238 and 257 of the Companies and Allied Matters Act 2020.
6. To elect the shareholders representatives of the Statutory Audit Committee
SPECIAL BUSINESS
To consider and if thought fit, pass the following sub‑joined resolutions as special resolutions꞉
7. That the Annual Non‑Executive Directors’ Fees for the year ending 31 December 2025 be fixed at N191,134,000 (One Hundred and Ninety‑One Million, One Hundred and Thirty‑ Four Thousand Naira) until reviewed by the members at an Annual General Meeting.
8. To consider and if thought fit, pass the following sub‑joined resolutions as special resolutions꞉
i. That the Company be and is hereby authorized to raise up to US$400 million (Four Hundred Million United States Dollars) or its equivalent in Naira or other currencies through the establishment of a Shelf Programme. The capital may be raised in tranches or otherwise over a specified period through the issuance of debt instruments (including, but not limited, bonds that may be convertible or non‑convertible, commercial papers, Sukuks, medium or short term notes, and debentures), preference shares, ordinary shares, global depositary receipts, or a combination thereof, in the Nigerian and/or international capital markets, whether by way of public offer, private placement, rights issue, or any other method, at prices, coupons or interest rates determined through book building or any other acceptable valuation method, or combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions as may be determined by the Board of Directors of the Company (the “Board”), subject to the procurement of requisite approvals from the relevant regulatory authorities;
ii.
That
in
furtherance
of
the
Shelf
Programme,
the
Board
be
and
is
hereby
unconditionally
authorized
pursuant
to
sections
127(1)
and
149(1)(a)
of
the
Companies
and
Allied
Matters
Act
2020
(as
amended
by
the
Business
Facilitation
Act
2022),
to
increase
the
share
capital
of
the
Company
by
the
allotment
of
shares
of
the
Company
at
any
time
necessary
for
a
period
of
2
(two)
years
from
the
date
hereof;
iii.
That
in
the
case
of
a
rights
issue,
shares
that
are
not
taken
up
by
existing
shareholders
within
the
period
stipulated
under
such
rights
issue
may
be
offered
to
other
shareholders
of
the
Company
that
have
indicated
their
interest
in
purchasing
additional
shares
arising
from
the
rights
issue,
subject
to
the
terms
and
conditions
as
may
be
determined
by
the
Board;
iv.
That
the
Board
be
and
is
hereby
authorised
to
seek
the
listing
and
admission
to
trading
of
any
securities
issued
pursuant
to
the
foregoing
resolutions,
on
the
relevant
market
of
the
Nigerian
Exchange
Limited,
or
on
the
relevant
market
of
FMDQ
Securities
Exchange
Limited,
or
on
both,
or
on
such
other
securities
exchange
in
Nigeria
or
elsewhere
(as
the
case
may
be);
v.
That
the
Board
be
and
is
hereby
authorised
to
amend
the
Company’s
Memorandum
and
Articles
of
Association
to
reflect
the
Company’s
new
share
capital
structure
prior
to
or
following
the
capital
raise
arising
from
the
foregoing
resolutions,
and
that
the
Company
Secretary
be
and
is
hereby
authorised
to
take
all
necessary
steps
to
give
effect
to
these
amendments;
vi.
That
the
Company
Secretary
be
and
is
hereby
authorised
to
register
any
increase(s)
in
share
capital
with
the
Corporate
Affairs
Commission
in
such
incremental
proportions
or
tranches
as
the
Board
may
deem
necessary
or
desirable,
and
the
Board
is
hereby
authorised
to
issue
on
behalf
of
shareholders,
such
resolutions
as
may
be
required
by
the
Corporate
Affairs
Commission;
and
vii.
That
the
Company
be
and
is
hereby
authorized
to
appoint
such
professional
parties
and
advisers,
and
perform
all
other
acts
as
may
be
necessary
to
give
effect
to
the
above
resolutions,
including
obtaining
relevant
regulatory
approvals
and,
without
limitation,
complying
with
the
directives
of
any
relevant
regulatory
authority.
NOTES
1.
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
their
stead.
A
proxy
need
not
be
a
member
of
th the
Company.
To
be
valid,
a
completed
proxy
form
must
be
deposited
at
the
office
of
the
Registrar,
Pace
Registrars
Limited,
Akuro
House
(8 floor),
24
Campbell
Street,
Lagos
not
less
than
48
hours
before
the
time
of
the
meeting.
A
blank
proxy
form
is
attached
to
this
Notice.
2.
STAMPING
OF
PROXY꞉ The
cost
of
stamping
the
instruments
of
proxy
would
be
borne
by
the
Company.
3.
DIVIDEND
PAYMENT꞉ A
dividend
of
18
kobo
per
50
kobo
ordinary
shares
has
been
recommended
by
the
Board
of
Directors
for
the
approval
of
the
shareholders.
If
approved,
the
payment
of
th st dividends
will
be
made
on
11 July
2025
to
all
shareholders,
whose
name
appear
in
the
Register
of
Members
at
the
close
of
business
on
1st July
2025.
4.
CLOSURE
OF
THE
REGISTER
OF
MEMBERS꞉ The
Register
of
Members
shall
be
closed
from
2nd July
2025
to
4th July
2025
(both
days
inclusive)
for
the
purpose
of
updating
the
Register
of
Members
for
payment
of
dividend.
5.
E‑ANNUAL
REPORT꞉ The
electronic
version
of
the
Annual
Report
is
available
at
www.sterling.ng.
Shareholders
who
have
provided
their
email
details
to
the
Registrar
will
receive
the
electronic
version
of
the
Annual
Report
via
email.
6.
QUESTIONS
FROM
SHAREHOLDERS꞉ 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,
comments,
or
observations
to
[email protected] no
later
than
7th July
2025.
7.
UNCLAIMED
DIVIDEND
AND
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
updates
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
th Limited,
Akuro
House
(8 Floor),
24,
Campbell
Street,
Lagos,
or
to
the
nearest
Sterling
Bank
or
Alternative
Bank
Branch.
The
list
of
unclaimed
dividends
can
be
accessed
at
www.sterlingholdco.ng/claims.
8.
STATUTORY
AUDIT
COMMITTEE꞉
The
Statutory
Audit
Committee
consists
of
(3)
three
shareholders
and
2
(two)
Non‑Executive
Directors
in
accordance
with
Section
404
(6)
of
the
Companies
and
Allied
Matters
Act
2020.
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
21
(twenty‑
one)
days
before
the
Annual
General
Meeting.
The
Companies
and
Allied
Matters
Act
2020
and
the
Securities
&
Exchange
Commission’s
Corporate
Governance
Guidelines
provide
that
members
of
the
Statutory
Audit
Committee
should
be
financially
literate
and
should
be
able
to
read
financial
statements.
We
therefore
request
that
nominations
should
be
accompanied
by
a
copy
of
the
nominee’s
curriculum
vitae.
9.
RE‑ELECTION
OF
DIRECTORS꞉ By
the
provisions
of
the
Companies
and
Allied
Matters
Act,
2020
the
following
Directors
of
the
Company
are
to
retire
from
office
at
the
2nd Annual
General
Meeting,
Ms.
Eniye
Ambakederemo
and
Mr.
Shola
Adekoya.
The
retiring
Directors,
being
eligible,
offer
themselves
for
re‑election.
The
profiles
of
the
Directors
are
available
in
the
Annual
Report
and
on
the
Company’s
website
at
www.sterling.ng.
10.
VIRTUAL
MEETING
LINK꞉ Further
to
the
provisions
of
the
Business
Facilitation
(Miscellaneous
Provisions)
Act
which
allows
public
companies
to
hold
meetings
electronically,
this
AGM
would
be
held
virtually.
The
virtual
meeting
link
will
be
sent
to
shareholders
electronically
and
will
also
be
made
available
on
the
company’s
website
at
www.sterling.ng and
on
the
Registrar’s
website
at
www.paceregistrars.com.
Dated 19th day of June 2025.
BY ORDER OF THE BOARD.
ADEYOOLA TEMPLE,
Company Secretary | 20 Marina, Lagos.
