INFINITY TRUST MORTGAGE BANK : NOTICES OF ANNUAL GENERAL MEETING (AGM)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 18th Annual General Meeting (AGM) of members of Infinity Trust Mortgage Bank Plc will be held virtually on Tuesday, May 14, 2023, at 10am or so soon thereafter to transact the following businesses:

Ordinary Business

1. To receive and consider the Audited Financial Statements for the year ended 31st December, 2023, together with the Reports of the Directors, Auditors, and the Audit Committee thereon.
2. To declare a dividend.
3. To elect the following Directors:
4. • Alh. Abubakar Muhammad as a Non-Executive Director;
   • Engr. Eniola Bibilari as a Non-Executive Director;
   • Mr. James Odegwai Ahmed as an Independent Non-Executive Director.
5. To re-elect the following Directors who being eligible, offer themselves for re- election:
6. • Mrs. Ene Iyana Okwa
   • Dr. Olufemi Fabamwo
7. To appoint Messers PKF Professional Services as the Bank's Auditors for the 2024 accounting year.
8. To Authorize the Directors to fix the remuneration of the Auditors.
9. To disclose the remuneration of Managers of the Company.
10. To elect members of the Audit Committee.

Special Business

1. To fix the Directors' fees for the year ending 31 December, 2024.

Notes:

1. Proxy

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the company. A proxy form is attached to the notice of the meeting posted to the Shareholders. To be valid, all instruments of proxy must be duly signed by the Shareholder and stamped at the Stamp Duties office and returned to the Registrars/Company's

Secretary not later than 48 hours before the date and time scheduled for holding the meeting.

1. Virtual Meeting Link
   This meeting would be held virtually in line with the provisions of the Business Facilitation (Miscellaneous Provisions) Act 2023, which provides that Public Companies may hold meetings electronically. The meeting link will be made available
   to all members and on the Company's website at www.infinitytrustmortgagebank.com.
2. Rights of Shareholders to Ask questions
   Shareholders of the Bank have the right and may ask questions on the proceeding of the meeting or may send such questions in writing prior to the meeting. We urge that such questions should be submitted to the Company Secretary not later than two weeks before the date of the meeting.
3. Statutory Audit Committee
   In accordance with Section 404 (6) of The Companies and Allied Matters Act (CAMA) CAP C20 LFN 2020, any member may nominate a Shareholder for election 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.
   CAMA, The Central Bank of Nigeria's Code of Corporate Governance, Code of Corporate Governance of the Financial Reporting Council, Securities and Exchange Commission (SEC) respectively indicate that some members of the Audit Committee should have basic financial literacy and be knowledgeable in internal control processes. We would therefore request that nominations be accompanied by a copy of the nominee's Curriculum Vitae.
4. Dividend
   If the proposed dividend recommended by the Directors is approved by members at the AGM, the dividend will be payable on 15th of May, 2024, to shareholders whose names appear in the register of members as at close of business on 12th April, 2024. Shareholders who have completed the e-dividend Mandate forms will receive a direct credit of the dividend into their bank accounts.
5. Closure of Register of Members
   In accordance with Section 114 of the Companies and Allied Matters Act (CAMA) 2020, kindly note that the Register of Members and Transfer Books of the Company will be closed from 15th April to 18th of April, 2024 (both dates inclusive) to enable the Registrars update its records in preparation for the payment of dividend.
6. Election of Directors
   I. Alhaji Abubakar Muhammad's appointment as a Non-Executive Director was approved by the CBN on April 5, 2024. He will be presented for Shareholders' approval at the 18th Annual General Meeting.

1. Engr. Eniola Chukwuemeka Bibilari's appointment as a Non-Executive Director was approved by the CBN on April 5, 2024. He will be presented for Shareholders' approval at the 18th Annual General Meeting.

1. Mr. James Odegwai Ahmed's appointment as an Independent Non-Executive was approved by the CBN on April 5, 2024. He will be presented for
   Shareholders' approval at the 18th Annual General Meeting.

By order of the Board

`

Tolu Osho (Mrs.)

FRC/2017/NBA/00000016418

Company Secretary

11, Kaura Namoda Street

Area 3, Garki, Abuja.