NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 58th Annual General Meeting of Sterling Bank Plc will be held at the MUSON Centre, Onikan, Lagos, on Wednesday, the 20th day of May, 2020 at 10.00 a.m to transact the following business:

ORDINARY BUSINESS

1. 1. To receive the Audited Financial Statements for the year ended 31st December 2019 and the Reports of the Directors, Auditors and the Audit Committee thereon.
2. 2. To declare a Dividend
3. 3. To elect/re-elect Directors

(a) To elect Mr. Ramesh Rajapur as a Non-Executive Director

(b) To elect Mr. Tunde Adeola as an Executive Director

(c) To elect Mr. Raheem Owodeyi as an Executive Director

(d) To re-elect the following Directors retiring by rotation:

Mr. Asue Ighodalo

Mr. Olaitan Kajero

4. 4. To approve the appointment of Messrs. Deloitte & Touche as the new Auditors of the Company
5. 5. To authorize the Directors to fix the remuneration of the Auditors
6. 6. To elect members of the Statutory Audit Committee.

NOTES

1. 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 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.

2. 2. Attendance by Proxy

Further to the directive of the Federal and State Government on the restriction of large public gatherings due to COVID- 19 pandemic, the Corporate Affairs Commission (CAC) has approved that the AGM be conducted through the use of proxies by Shareholders of the Bank. Members are therefore advised that attendance at the AGM shall only be by proxy. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her/its place. In view of the above, members should appoint a proxy of their choice from the following proposed proxies:

(a) Mr. Asue Ighodalo

(b) Mr. Abubakar Suleiman,

(c) Mrs. Temitayo Adegoke

(d) Brig. Gen E.E. Ikwue (Rtd)

(e) Sir Sunny Nwosu

(f) Mr. Mathew Akinlade

(g) Mr. Boniface Okezie

(h) Mr. Gbenga Idowu

3. 3. Stamping of Proxy

The Company has made arrangements, at its cost, for the stamping of the instruments of proxy.

4. 4. Dividend

If approved, a dividend in the sum of 3 kobo for every share of 50 kobo will be paid on 20th May 2020 to shareholders whose names are registered in the Register of Members at the close of business on 4th May 2020.

5. 5. Closure of Register

The Register of Members and Transfer Books of the Company will be closed from 5th May to 8th May 2020 (both dates inclusive), to enable the Registrar prepare for payment of dividend.

6. 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. 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 Registrars will receive the electronic version of the Annual Report via email.

8. 8. 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.

9a. Election of Directors

1. Ramesh Rajapur is being proposed for election as a Non-Executive Director to fill an existing vacancy.
2. Mr. Tunde Adeola is being proposed for election as an Executive Director to fill an existing vacancy.

iii. Mr. Raheem Owodeyi is being proposed for election as an Executive Director to fill an existing vacancy.

The appointment of the three Directors has been approved by the Central Bank of Nigeria and will be presented for Shareholders’ approval at the 58th Annual General Meeting.

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 Articles of Association, the Directors to retire by rotation at the 58th Annual General Meeting are Mr. Asue Ighodalo and Mr. Olaitan Kajero. 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. 10. Shareholder’s 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 13th May 2020.

Dated this 15th day of April 2020

BY ORDER OF THE BOARD

Temitayo Adegoke
Company Secretary
20 Marina
Lagos.

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