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 Friday, 11th July 2025 at 10:00am to transact the following businesses:
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 share 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.sterlingholdco.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 https://sterlingholdco.ng/our-people/
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 sterlingholdco.ng/agm 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.
