At the 10th Annual General Meeting of Stanbic IBTC Holdings PLC (“the Company”) held at the Jasmine Hall, EKO Hotel & Suites Plot 1415 Adetokunbo Ademola Street, Victoria Island, Lagos on Thursday, 26 May 2022 at 10.00 am, the following resolutions were duly proposed and passed: 

“That a Final dividend of Two Naira per Ordinary Share of 50 kobo recommended by the Board of Directors in the Audited Financial Statements Presented to Shareholders be and is hereby approved and payable on Friday 27 May 2022 to Shareholders whose names appear in the Register of Shareholders as at the close of business on Wednesday 13 April 2022.” 

“That Mrs Ifeoma Esiri, Mr Barend Kruger and Mrs Nkemdilim Begho who retire in accordance with Section 285 of the Companies and Allied Matters Act 2020 be and are Hereby re-elected as Directors.” 

“That Directors be and are hereby authorised to fix the Remuneration of the External Auditors for the 2022 Financial year.” 

“That pursuant to Section 404(3) of the Companies and Allied Matters Act, 2020, Mr. Samuel Ayininuola, Mr. Olatunji Bamidele and Mr. Ibhade George, are hereby re-elected as representatives of the Shareholders on the Audit Committee of the Company for the financial year ending 31 December 2022.

“That the Directors fees for the year ending 31 December 2022 be and are hereby fixed at N391,200,000.00.” 

“That in compliance with the Rules of NGX Regulations Limited governing transactions with Related Parties or Interested Persons, the Company and its related entities (the Group) be and are hereby granted a General Mandate in respect of all recurrent transactions entered into with a related party or interested person provided such transactions are of a revenue or trading nature or are necessary for the Company’s day-to-day operations {as specified in the circular attached to the notice of this Meeting}. This mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next annual general Meeting of the Company is held in 2023.” 

“Pursuant to Section 868 of the Companies and Allied Matters Act 2020, which defines ‘share capital’ to mean ‘issued share capital of a company at any given time’, that a total of 43,002,837 (forty three million, two thousand, eight hundred and thirty seven) Ordinary Shares of 50 kobo each, being the outstanding Unissued Shares of the Company be cancelled. 

“That following cancellation of the 43,002,837 (forty three million, two thousand, eight hundred and thirty seven) outstanding Unissued Shares of the Company, the Share Capital of the Company (being its Issued Share Capital) shall be N= 6,478,498,581.50 (six billion, four hundred and seventy eight million, four hundred and ninety eight thousand, five hundred and eighty one Naira, fifty kobo) divided into 12,956,997,163 ordinary shares of 50 Kobo each, all of which shares are fully paid-up.” 

“That Clause 6 of the Company’s Memorandum of Association be and is hereby altered accordingly by deleting the current Clause 6 and replacing same to read as follows: 

‘The Share capital of the Company is N=6,478,498,581.50 (six billion, four hundred and seventy eight million, four hundred and ninety eight thousand, five hundred and eighty one Naira, fifty kobo) divided into 12,956,997,163 ordinary shares of 50 Kobo each, all of which shares are fully paid-up’

“That to give effect to this Resolution, the Board be and is hereby authorised to do all such acts/ deeds and give such directions as may be necessary or expedient and settle any concern that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable (including filing all required returns at the Corporate Affairs Commission) and its decision shall be final and binding.”

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