NOTICE OF ANNUAL GENERAL MEETING – 2014

NOTICE IS HEREBY GIVEN that the 2 Annual General Meeting of Jaiz Bank Plc. will be held at New Chelsea Hotel, Muhammadu Buhari Way, Central Business District, Abuja, Federal Capital Territory on Thursday June 26, 2014 at 11.00am to transact the following business:

ORDINARY BUSINESS:

To receive the Audited Financial Statements for the period ended December 31, 2013, together with the Reports of the Directors, Auditors, and Audit Committee thereon.

  • To elect/re-elect Directors.
  • To authorize the Directors to fix the remuneration of the Auditors.
  • To elect members of the Audit Committee.

SPECIAL BUSINESS

To consider and if thought fit, pass the following as Special Resolutions:

  • To fix the Directors’ fees for the year ending 31st December 2014.
  • That subject to all regulatory approvals being obtained, the Directors be and are hereby authorized to take steps to apply to the Central Bank of Nigeria for a National Banking Licence and comply with all requirements in furtherance thereto.
  • To amend the Company’s Articles of Association to increase the number of the members of the Board of Directors to a maximum of 20.
  • That the Articles of Association of the Bank be amended to provide that the Bank may give a notice of its Annual General Meeting and other statutory notices, its balance sheet (including every document required by law to be annexed thereto and laid before Members at the Bank’s General Meetings) in hard print or electronic format to any member either personally, or by sending it by post to their last known registered address or by sending it to their last known electronic address.
  • That subject to all relevant regulatory approvals being obtained, the Board of Directors be and hereby authorized to increase the Share capital of the Bank from =N=13 Billion to =N=15 Billion and amend Clause 6 of the Memorandum of Association of the Bank by deleting the existing clause and replacing it with the following: “The share capital of t h e Company is =N=15,000,000,000.00 divided into 15,000,000,000 Ordinary shares of =N=1.00 each (with power to issue any of the shares with or subject to any preferential, special, or qualified rights or conditions).’’
    • That the Directors be and are hereby authorized to take steps to raise additional capital up to N 3.3 Billion through an offer by way of Rights Issue in the ratio and terms, conditions and dates to be determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities. i. Further to Paragraph 9 above, the Shareholders hereby waive their pre-emptive rights to any unsubscribed shares under the Rights Issue.
    • That the Directors be and are hereby authorized to appoint such professional parties and perform all such other acts and do all such other things as may be necessary for or incidental to effecting the above resolutions, including but not limited to complying with directives of regulatory authorities.
    • That the Directors be and are hereby authorized to deal with the fractional shares resulting from the issuance of the rights as they may deem fit.
    • That the Directors be and are hereby authorized to enter into any agreement and/or execute any Documents necessary for and or incidental to giving effect to the resolutions in Paragraph 9 above.

 

NOTES:

    1. PROXY

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. A form of proxy is enclosed in the Annual Report.

For the purpose of this meeting, a proxy form must be completed, stamped, and deposited at the office of the Registrar, African 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.

 

    1. NOMINATION TO THE AUDIT COMMITTEE

In accordance with Section 359(5) of the Companies & Allied Matters Act, 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. In accordance with the Central Bank Code of Corporate Governance, some of the members of the Audit Committee are required to be knowledgeable in internal control processes. Consequently, a detailed resume should be submitted along with each nomination.

 

    1. RE-ELECTION AND ELECTION OF DIRECTORS
      • Pursuant to Section 259 of the Companies and Allied Matters Act, the following Directors shall retire by rotation and being eligible, have offered themselves for re-election:
        • Alhaji (Dr.) Umaru Abdul Mutallab, CON
        • Dr. Rilwanu Lukman, CFR, KBE
        • Prof. Tajudeen A. Adebiyi
        • Nafiu Baba-Ahmed, MNI
      • The Appointments of Mr. Mohammed Ali Chatti and Mahe Mahmud Abubakar as Non- Executive Director and Executive Director respectively, are hereby presented for approval. Special Notice is hereby given pursuant to Section 256 of the Companies and Allied Matters Act, that Alhaji (Dr.) Umaru Abdul Mutallab, CON; Dr. Rilwanu Lukman, CFR; and Alhaji (Dr.) Aminu Dantata are over 70 years of age.
        The Biographical details of Directors standing for election/re-election are provided in the Annual Report.
    2. CLOSURE OF REGISTER

The Register of Members and Transfer Books of the Company will be closed on Thursday June 19, 2014 to enable the Registrars prepare the Register of Shareholders for the meeting.

 

    1. UNCLAIMED SHARE CERTIFICATES

Shareholders who have not received their share certificates are advised to contact the Company’s Registrars at the address stated above, or the Company Secretary at the address stated below, or any of the Bank’s Branches. Shareholders are also encouraged to update their contact information as such information change. Change of Address Form can be downloaded from the Bank’s Website at http://www.jaizbankplc.com.
A copy of this Notice, Biographical details of Directors standing for election, re-election, and other information relating to the meeting can be downloaded from the Bank’s Website stated above.

 

    1. E-REPORT

In order to improve the delivery of our Annual Reports, we hereby request that shareholders who wish to receive Annual Reports and other statutory reports of Jaiz Bank Plc in electronic format should download the E-Report Request Form from the Bank’s Website stated above, complete and return the form to the Bank’s Registrars or Company Secretary for further processing.

 

By Order of the Board

 

RUKAYAT OZIAMA SALAUDEEN

Company Secretary

Jaiz Bank Plc.

Kano House

No. 73 Ralph Shodeinde Street

Central Business District

Abuja

Federal Capital Territory

 

Click here to download the e-copy of the notice

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