Notice is hereby given that the 58th Annual General Meeting (AGM) of United Bank for Africa Plc (the Company) earlier postponed due to the COVID-19 pandemic will now hold at the Amphitheatre, UBA House, 57 Marina, Lagos State on Wednesday, April 29, 2020 at 9:00 AM to transact the following business:
1. To receive the Audited Financial Statements for the year ended December 31, 2019, together with the Reports of the Directors, Auditors and the Audit Committee thereon.
2. To declare a final dividend.
3. To elect/re-elect Directors.
4. To appoint Auditors to replace the retiring Auditors, PricewaterhouseCoopers. Notice is hereby given that the proposed Auditors to be appointed is Ernst and Young.
5. To authorize the Directors to fix the remuneration of the Auditors.
6. To elect members of the Audit Committee.
1. Compliance with COVID-19 Related Directives and Guidelines
The Federal Government of Nigeria, State Governments, Health Authorities and Regulatory Agencies have issued a number of guidelines and directives aimed at curbing the spread of COVID-19 in Nigeria. Particularly, the Lagos State Government prohibited the gathering of more than 20 people, while the Corporate Affairs Commission (CAC) issued Guidelines on Holding AGM of Public Companies by Proxy. The convening and conduct of the AGM shall be done in compliance with these directives and guidelines.
A member entitled to attend and vote at the Annual General Meeting is also 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 proxy form must be completed and duly stamped by the Commissioner of Stamp Duties and returned to the Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos Nigeria, not less than 48 hours before the fixed time of the meeting.
3. Attendance by Proxy
In line with CAC Guidelines, attendance of the AGM shall be by proxy only. Shareholders are required to appoint a proxy of their choice from the list of nominated proxies below:
1. Mr. Tony O. Elumelu, CON
2. Mr. Kennedy Uzoka
3. Mr. Bili A. Odum
4. Stamping of Proxy
The Company has made arrangements, at its cost, for the stamping of the duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated time.
5. Live Streaming of the AGM
The AGM will be streamed live online. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The link for the AGM live streaming will be made available on the Company's website at www.ubagroup.com.
6. Dividend Payment
If the dividend recommended by the Directors is approved, dividend will be posted electronically on Wednesday, April 29, 2020. Given the previous notice to shareholders and the investing public by the Company on the closing period for the purpose of dividend payment, dividend approved at the AGM will be paid to all shareholders whose names were registered in the Company's Register of Members as at the close of business on Friday, March 13, 2020 and who have completed the e-dividend registration and have mandated the Registrars to pay dividend directly into their bank accounts.
7. Closure of Register of Members
As previously notified to shareholders and the investing public, the Register of Members was closed from Monday, March 16, 2020 to Friday, March 20, for the purpose of paying dividend.
8. Biographical details of Directors for Election/Re-election Biographical details of Directors seeking election/re-election are provided in the Annual Report.
9. Questions from Shareholders
Shareholders and other holders of the Company's securities reserve the right to ask questions not only at the meeting, but also in writing prior to and after the meeting on any item contained in the Annual Report and Accounts. Please send all questions to email@example.com.
10. Audit Committee
The Audit Committee consist of three Shareholders and three Directors. 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 twenty-one days before the Annual General Meeting. The Code of Corporate Governance issued by the Securities and Exchange Commission stipulates that members of the Audit Committee should have basic financial literacy and should be able to read financial statements. Consequently, a detailed curriculum vitae confirming the nominee's qualification should be submitted with each nomination.
Visit United Bank for Africa Plc IR Page in Proshare MARKETS
Graph - One Year Share Price Movement
Table: 2019 Audited Results