Tuesday, March 09, 2021 / 2:42 PM / NSE / Header Image Credit: United Bank for Africa
Notice is hereby given that the 59th Annual General Meeting of United Bank for Africa Plc (the Bank) will hold on Thursday, April 1, 2021 at UBA House, 57 Marina, Lagos by 10:00AM to transact the following business:
1. To receive the Audited Financial Statements for the year ended December 31, 2020, together with the Reports of the Directors, Auditors and the Audit Committee thereon.
2. To declare a final dividend.
3. To re-elect the following Directors retiring by rotation:
3.1. Ms. Angela Aneke
3.2. Mr. Abdulqadir Bello, FCA
3.3. Dr. Kayode Fasola
4. To authorize the Directors to fix the remuneration of the Auditors for the 2021 financial year.
5. To disclose the remuneration of managers of the Bank
6. To elect members of the Statutory 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 Federal Government prohibited the gathering of more than 50 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. For the appointment of the proxy to be valid, a proxy form must be completed, duly stamped by the Commissioner of Stamp Duties and deposited either at the office of the Bank's Registrars, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos Nigeria, or via email at firstname.lastname@example.org not later 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:
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 Thursday, April 1, 2021 to all shareholders whose names are registered in the Company's Register of Members as at the close of business on Friday, March 19, 2021 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
The Register of Members will be closed from Monday, March 22, 2021 to Friday, March 26, 2021 for the purpose of paying dividend and updating the register.
8. Profiles of Directors for Re-election
The profiles of Ms. Angela Aneke, Mr. Abdulqadir Bello, FCA and Dr. Kayode Fasola who will be retiring by rotation and seeking 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. Unclaimed Dividend Warrants and Share Certificates
Shareholders are hereby informed that a number of share certificates and dividend warrants which were returned to the Registrars as unclaimed are still in the custody of the Registrars. A list of all unclaimed dividend will be circulated with the Annual Report and Financial Statements. Any shareholder affected by this notice is advised to contact the Company's Registrars, Africa Prudential Plc, at 220B Ikorodu Road, Palmgrove, Lagos, or via email at firstname.lastname@example.org to lay claim.
11. Audit Committee
In accordance with Section 404(3) of the Companies and Allied Matters Act 2020, the Audit Committee shall consist of five members comprising of three Shareholders and two Non-Executive Directors. Section 404(6) of the Act also provides that 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 Financial Reporting Council's Nigerian Code of Corporate Governance provides that all members of the Audit Committee should be financially literate and be able to read and understand financial statements. Consequently, a detailed curriculum vitae confirming the nominee's qualification should be submitted with each nomination.
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Graph - One Year Share Price Movement
Table: 2020 Audited Results