NOTICE IS HEREBY GIVEN that the 10th Annual General Meeting of Jaiz Bank Plc. (Formerly Jaiz International Plc.) will be held at Shehu Musa Yar’adua Center, Central Business District, Abuja, Federal Capital Territory on Thursday 19th December, 2013 at 11.00am to transact the following business:
- To receive and consider the Audited Financial Statements of the Bank for the period ended 31st December, 2012, together with the Reports of the Directors, Auditors, and Audit Committee thereon.
- To authorize the Directors to fix the remuneration of the Auditors.
- To fix the Directors’ fees for the year ending 31st December 2013.
- To consider and if thought fit, pass a Special Resolution that subject to the Bank’s Memorandum and Articles of Association and all relevant regulatory approvals being sought and obtained, and subject to such conditions as may be prescribed by any of the Bank’s regulators while granting such approvals, the Board of Directors of the Bank be and is hereby authorized to take steps to create, issue, offer, and/or allot such number of shares, to or for the benefit of such person or persons as are in the permanent employment of the Bank as may be decided by the Board of Directors at any time, which give right to purchase or subscribe to not exceeding 10% of the issued capital of the Bank at every given time, under an Employee Equity Trust Scheme, in one or more tranches, at such price, at such point in time, and on such terms and conditions as the Board of Directors may decide; PROVIDED that the equity shares allotted pursuant to this Resolution shall in all aspects rank pari passuinter seas with the existing equity shares of the Bank, save and except that such equity shares shall not have right to vote, until such shares are fully vested on the respective beneficiaries; and that the Board of Directors for the purpose of giving effect to this Resolution be and is hereby authorized subject to all applicable laws, rules, and regulations, to do all such acts and deeds as it may in its absolute discretion, deem necessary for such purpose (including to amend or modify any terms of the Trust Scheme) without being required to seek any further approval of the Members of the Bank, and the Members shall be and are hereby deemed to have given their approval thereto expressly by authority of this Resolution.
In accordance with the Companies & Allied Matters Act, the Directors hereby announce that Alhaji (Dr.) Umaru Abdul Mutallab, CON, Dr. Rilwanu Lukman, CFR, and Alhaji Aminu Dantata, CON have both attained the age of seventy (70) years and the approval of members for the two Directors to continue in office would be sought at the Annual General Meeting.
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy in his stead. A proxy need not be a member of the Company. For the purpose of this meeting, a proxy form must be completed, stamped, and deposited at the office of the Registrar, Africa Prudential Registrars Plc. Formerly UBA Registrars Limited) 220B Ikorodu Road, Palmgrove, Lagos, Nigeria, not later than 48 hours before the time fixed for the meeting.
- NOMINATION TO THE AUDIT COMMITTEE
In accordance with Section 359(5) of the Companies & Allied Matters Act, Cap C20 2004, any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.
- CLOSURE OF REGISTER
The Register of Members and Transfer Books of the Company will be closed on Monday December 9th to Friday December 13th, 2013, both dates inclusive to enable the Registrars prepare the Register of Shareholders for the meeting.
By Order of the Board
RUKAYAT OZIAMA SALAUDEEN
Jaiz Bank Plc.
No. 73 Ralph Shodeinde Street
Central Business District
Federal Capital Territory