Notice of 53rd Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 53^rd Annual General Meeting of Sterling Bank Plc will be held at Eko Hotel & Suites, Plot 23, Adetokunbo Ademola Street, Victoria Island, Lagos on Thursday, the 30^th day of April, 2015 at 10.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended 31^st December, 2014, together with the Reports of the Directors, Auditors and the Audit Committee thereon.

2.         To declare a Dividend.

3.         To elect/re-elect Directors.

4.         To approve the remuneration of the Directors.

5.         To authorize the Directors to fix the remuneration of the Auditors.

6.         To elect members of the Audit Committee.

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 and duly stamped Proxy form must be deposited at the office of 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.

Dated this 25^th day of March, 2015

BY ORDER OF THE BOARD

Justina Lewa
Company Secretary
20 Marina
Lagos

NOTES

1. Dividend

If approved, dividend warrants for the sum of 6 kobo for every share of 50 kobo will be posted on 30^th of April, 2015 to shareholders whose names are registered in the Register of Members at the close of business on 10^th April, 2015, while shareholders who have provided relevant accounts will be credited same day.

2. Closure of Register of Members

The Register of Members and Transfer Books of the Company will be closed from 13^th to 17^th April, 2015 (both dates inclusive), to enable the Registrar prepare for payment of dividend.

3. Audit Committee

In accordance with section 359(5) of the Companies and Allied Matters Act, 2004, any shareholder may nominate a shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least twenty-one (21) days before the Annual General Meeting.