ABBEY MORTGAGE BANK : NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 30th Annual General Meeting of Abbey Mortgage Bank Plc will be held at No. 23 Karimu Kotun Street, Victoria Island, Lagos on Tuesday the 19th day of July 2022 at 11:00 a.m.in the forenoon to transact the following businesses.

ORDINARY BUSINESS

1. To lay before the meeting the Audited Financial Statements for the year ended 31st December, 2021 together with the Reports of the Directors, Auditors, Audit Committee and Board Appraisers thereon.
2. To elect/re-elect Directors
3. To authorize the Directors to fix the remuneration of the Auditors for the 2022 financial year
4. To disclose the remuneration of Managers
5. To elect members of the Audit Committee

SPECIAL BUSINESS

1. To approve the remuneration of Directors
2. To consider and if thought fit pass the following as an Ordinary Resolution:
3. 1. "That pursuant to section 868 of the Companies and Allied Matters Act 2020 (CAMA) which defines "share capital to mean the "issued share capital of a company at any given time" the Directors be and are hereby authorized to take steps to comply with CAMA and Regulation 13 of the Companies Regulations 2021 as they relate to the unissued shares currently standing in the capital of the company including the cancellation of the unissued shares of the company."
   2. That the Directors be and are hereby authorized to do all such acts or take all such actions (including the filing of all such documents that may be required by the Corporate Affairs Commission and all other relevant regulatory agencies) necessary and incidental to the effectuation of the foregoing resolution.
   3. That Clause 6 of the Company's Memorandum and Articles of Association be altered to give effect to Resolution 7 (i) by replacing the words "authorized share capital" with the words "issued share capital."
4. To consider and if thought fit pass the following as a Special Resolution:

That Article 86 of the Articles of Association be amended by replacing the existing provisions with:

"Unless and until otherwise determined by the Company by a way of a Special Resolution, Directors of the Company shall not be less than seven (7) or more than twenty-one (21) in number."

9. To consider and if thought fit pass the following as a Special Resolution:

1. "That subject to obtaining the approval of the relevant regulatory authorities, the Directors of the Company be and are hereby authorized to raise additional capital of up to N15,000,000,000 (Fifteen Billion Naira) locally or internationally whether through Rights Issue, Public Offer, Private Placement, Special Placing in such numbers as shall be determined by the Directors or through the issuance of bonds, or notes or other instruments, debts, loans, in any currency, in such tranches, series or proportions, at such coupon or interest rates or otherwise, within such maturity periods, and on such other terms and conditions, as the Directors may deem fit or determine."

1. "That the Directors be and are hereby authorized to take all necessary steps required to give full effect to the above resolution including the execution of any documents, all regulatory filings and appointment of professional advisers."

NOTES

1. ATTENDANCE AND VOTING BY PROXY

The Federal Government of Nigeria, State Governments, Health Authorities and Regulatory Agencies have issued guidelines and directives aimed at curbing the spread of COVID-19 in Nigeria. Particularly, the Lagos State Government has prohibited large gatherings while the Corporate Affairs Commission (CAC) issued Guidelines on holding the AGMs of Public Companies by Proxy. The convening and conduct of the AGM shall be in compliance with these directives and guidelines.

A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy form is attached to this notice and if it is to be valid for the purpose of this meeting, it must be completed, stamped and deposited at the office of the Company's Registrars - Africa Prudential Plc, 220B, Ikorodu Road, Palmgrove, Lagos or via email: [e-mail] not later than 48 hours before the meeting.

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:

1.1	Mazi Emmanuel Kanu Ivi -	Chairman, Board of Directors
1.2	Mr. Mobolaji Adewumi-	Managing Director/CEO
1.3	Mr. Adekunle Alli -	Shareholder
1.4	Prince (Engr.) MOT O. Tobun -	Shareholder

2. STAMPING OF PROXY FORMS

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.

3. ONLINE STREAMING OF 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 online live streaming will be made available on the Company's website at www.abbeymortgagebank.com

4. CLOSURE OF REGISTER

In compliance with Section 114 of CAMA 2020, the Register of Members and Transfer Books of the Company will be closed from 11th July 2022 to 15th July 2022 both dates inclusive.

5. AUDIT COMMITTEE

In accordance with section 404(6) of CAMA 2020 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 view of the statutory requirements that some members of the Committee should have basic financial literacy and be knowledgeable in internal control process, nomination s should be accompanied by CVs of nominees.

6. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

Shareholders have the right to ask questions not only at the meeting but also in writing prior to the meeting.

Dated the 17th day of June 2022

BY ORDER OF THE BOARD

Geoff O. Amaghereonu Esq.

Company Secretary

FRC/2013/NBA/00000002815