LIVINGTRUST MORTGAGE BANK : NOTICES OF ANNUAL GENERAL MEETING (AGM)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 10th Annual General Meeting (the "Meeting") of LivingTrust Mortgage Bank PLC ("the Company") will be held at Conference Hall, Laim

Hotel, Plot B4 & B5, Block 11, Rt. Hon. Lasun Yusuff Crescent, Oroki Industrial Layout, Ring Road, Okinni, Osogbo, Osun State on Thursday, the 6th day of June, 2024 at 11:00am for the purposes of:

AGENDA

ORDINARY BUSINESS

1. Transacting the following ordinary business:
2. 1. To lay the Audited Financial Statements for the year ended 31st December 2023, the Reports of the Directors, Auditors, and the Statutory Audit Committee thereon.
   2. To declare a dividend
   3. To elect Dr. Wale Bolorunduro as a Non-Executive Director
   4. To elect Hon. Sola Ogungbile as a Non-Executive Director
   5. To re-elect the following Directors who retire by rotation, but are eligible and offer themselves for re-election:
   6. • Mr. Yemi Adefisan
      • Prof. Charles Ukeje
      • Arc. (Mrs.) Umma Dambo Mamman-Da
   7. To elect the members of the Statutory Audit Committee
   8. To authorize the Directors to fix the remuneration of the Auditor
   9. To disclose the remuneration of the Managers of the Company in accordance with section 238 and 257 of the Companies and Allied Matters Act 2020
3. Transacting the following special business:
4. 1. To consider and if thought fit, pass an ordinary resolution to fix the

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remuneration of Non-Executive Directors of Livingtrust Mortgage Bank Plc.

NOTES

1. Proxy
   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 in his/her/its stead. To be valid, a completed proxy form must be deposited at the office of the Registrar, Africa Prudential Plc., 220B Ikorodu Road,
   PalmGrove, Lagos State or sent electronically to: [e-mail] later than 48 hours before the time of the meeting. A blank proxy fo rm is attached to the Annual Report and can also be downloaded on the Bank‟s website: https://livingtrustng.com. In the case of Joint Shareholders, the signature of any one of them will suffice, but the names of all the Joint Shareholders must be stated. If the shareholder is a company, the proxy form must be under the Common Seal or under the hand of the same officer or attorney duly authorised by the company to act on its behalf. The Company has decided to stamp at its cost all duly completed and signed proxy forms submitted to the Company Registrars within the stipulated time.
2. Attendance and Voting by Proxy
   The Annual General Meeting shall hold physically and shall be streamed online. Any member of the Company entitled to attend and vote at this 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 and deposited either at the office of the Company‟s Registrar, Africa Prudential Plc, 220B Ikorodu Road, PalmGrove, Lagos State, or via email at [e-mail] later than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the
   Annual Report and may also be downloaded from the Company‟s website at www.livingtrustng.com
3. Livestreaming of the Meeting
   The AGM will be streamed live. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The meeting ID and password shall be communicated to all members prior to the meeting.
4. Dividend
   If approved, a dividend in the sum of 0.03kobo for every share of 50 kobo subject to withholding tax will be paid on June 10, 2024 to shareholders, whose names are registered in the Register of Members at the close of business on 24th day of May, 2024. Shareholders are advised to complete the e- dividend registration and mandate the Registrar to pay their dividends directly into their Bank Accounts.
5. Closure of Register
   The Register of Members and Transfer Books of the Company will be closed From May 27th to May 31st 2024 (both dates inclusive), to enable the Registrar prepare for 2024, payment of dividend.

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1. E-DividendMandate
   Shareholders are requested to update their records and advise Africa Prudential Plc of their relevant bank Accounts for the payment of their dividends. Shareholders are advised to download the Registrar‟s E- Dividend Mandate Activation Form available on their website: https://africaprudential.com/claim-your-dividend-here/The forms can also be downloaded from Africa Prudential Plc‟s website at [e-mail]. The duly completed forms should be returned to Africa Prudential Plc., Palmgrove bus stop, 220B Ikorodu Road, Somolu, Lagos State or to the Bank.
2. E-AnnualReport
   The electronic version of the Annual Report will be available at https://livingtrustng.comShareholders who have provided their email addresses to the Registrar will receive the electronic version of the Annual Report via email.
3. Statutory Audit Committee
   The Statutory Audit Committee consists of three Shareholders and two Non-Executive Directors. Any member may nominate a Shareholder as a member of the Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the Annual General Meeting. The Companies and Allied Matters Act 2020 provides that all members of the Statutory Audit Committee shall be financially literate and at least one shall be a member of a professional accounting body established by an Act of the National Assembly in Nigeria. We therefore request that nominations be accompanied by a copy of the nominee‟s curriculum vitae.

9 Re-election of Directors

In accordance with the Provisions of the Company‟s Articles of Association, the Directors to retire by rotation at the 10th Annual General Meeting are Mr. Yemi Adefisan, Prof. Charles Ukeje and Arc. (Mrs.) Umma Dambo Mamman-Da. The retiring Directors, being eligible, offer themselves for re-election. The profiles of the Directors retiring by rotation are available in the Annual Report and on the Bank‟s website at https://livingtrustng.com

10. Shareholders' Right to ask Questions

Shareholders reserve the right to ask questions not only at the meeting, but also in writing prior to the meeting on any item contained in the Annual Report and Financial Statements. Please send questions to [e-mail] not later than 27th of May, 2024.

Dated this 30th day of April, 2024

BY ORDER OF THE BOARD

Timothy Gbadeyan Esq.

FRC/2022/PRO/NBA/004/00000023970

Company Secretary

KM 2, Gbongan Road, Osogbo.

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PROXY FORM

10TH ANNUAL GENERAL MEETING

I/WE, …….…………………………….. being a member/members of LivingTrust

Mortgage Bank plc. hereby appoint Mr/s. ______________________________ as

my/our proxy, to act and vote for me/us and on my/our behalf at the Annual General Meeting of the Bank to be held at Conference Hall, Laim Hotel, Plot B4 & B5,

Block 11, Rt. Hon. Lasun Yusuff Crescent, Oroki Industrial Layout, Ring Road, Okinni, Osogbo, Osun State on Thursday, the 6th day of June, 2024 at 11:00am or at any adjournment thereof.

Dated this………………..day of ................ 2024.

….……………………

Shareholder‟s Signature

S/N	ORDINARY BUSINESS	FOR	AGAINST
1.	To lay the Audited Financial Statements for the year ended 31st
	December 2023, the Reports of the Directors, Auditors, and the
	Statutory Audit Committee thereon.
2.	To declare a Dividend
3.	To elect Dr. Wale Bolorunduro as a Non-Executive Director
4.	To elect Hon. Sola Ogungbile as a Non-Executive Director
5.	To re-elect the following Directors retiring by rotation:
	a) Mr. Yemi Adefisan as a Non-Executive Director
	b) Prof. Charles Ukeje as an Independent Non-Executive Director
	c) Arc. (Mrs.) Umma Dambo Mamman-Da as an Independent Non-
	Executive Director
8.	To disclose the remuneration of Managers of the Company
	SEPCIAL BUSINESS
1	To consider and if thought fit, pass an ordinary resolution to fix the
	remuneration of Non-Executive Directors of Livingtrust Mortgage Bank Plc

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Please indicate with an "X‟ in the appropriate square how you wish your votes to be cast on the resolutions set out above. Unless otherwise

instructed, the proxy will vote or abstain from voting at his discretion

NOTE:

1. A duly executed proxy form should be deposited with Africa Prudential Plc., Palmgrove bus stop, 220B, Ikorodu Road, Somolu, Lagos State not later than 3 working days before the time fixed for the meeting or sent electronically to [e-mail].
2. For the appointment of a proxy to be valid for the purposes of the meeting, the instruments of proxy is to be stamped.

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Before posting this form, please tear off and

retain this part

LIVINGTRUST MORTGAGE BANK PLC

10th Annual General Meeting

Please admit the Shareholder named on this card or his duly appointed proxy to the Annual General Meeting of theCompany to be held at Conference Hall, Laim Hotel, Plot

B4 & B5, Block 11, Rt. Hon. Lasun Yusuff Crescent, Oroki Industrial Layout, Ring Road, Okinni, Osogbo, Osun State on Thursday, the 6th day of June, 2024 at 11:00am.

Name of Shareholder/Proxy	Address		Signature

This card is to be signed at the venue in the presence of the Registrars

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