ABBEY MORTGAGE BANK : NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 31st Annual General Meeting of Abbey Mortgage Bank Plc will be held virtually via https://www.abbeymortgagebank.com/2022agm on Wednesday the 31st day of May 2023 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, 2022 together with the Reports of the Directors, Auditors, Audit Committee and Board Appraisers thereon.
2. To elect/re-elect Directors.
3. To approve the appointment of PwC (PricewaterhouseCoopers Limited) as External Auditors.
4. To authorize the Directors to fix the remuneration of the Auditors for the 2023 financial year.
5. The disclose the remuneration of Managers.
6. 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 a Special Resolution:

That clause 6 of the Memorandum of Association be amended by replacing the existing provisions with the following:

"That the Share Capital of the Company is N5,076,923,077 (Five Billion Seventy-Six Million Nine Hundred and Twenty-Three Thousand Seventy-Seven Naira) divided into 10,153,846,154 (Ten Billion One Hundred and Fifty-Three Million Eight Hundred and Forty-Six Thousand One Hundred Fifty-Four) ordinary shares of 50 (Fifty) Kobo each".

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

That pursuant to Part A Paragraphs 11 and 12 (1) (b) of the Schedule to the Business Facilitation (Miscellaneous Provisions) Act 2022 Article 59 of the Company's Articles of Association be amended by replacing the existing provisions with:

1. General Meetings other than Annual General Meetings shall be called Extra-Ordinary General Meetings.
2. The Company's General meetings may be held electronically and votes cast electronically provided that such meetings are conducted in accordance with the Articles of the Company.
3. The Company may give Notice of meetings to members electronically.

10. 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

1. or more than twelve (12) in number."

11. To consider and if thought fit pass the following as Special Resolutions:

1. That the Bank be and is hereby authorized to commence the process that will lead to the conversion of the Bank's current primary mortgage bank licence to a regional commercial bank licence inclusive of the requisite Business Plan.
2. That the Directors be and are hereby authorized to raise additional capital of not less than N10b (Ten Billion Naira) whether by way of private placement, special placing offer for subscription, rights issue or combination of methods that would enable the Bank to meet the minimum share capital required for the conversion from a primary mortgage bank to a regional commercial money bank.
3. That the Directors be and are hereby authorized to perform other acts, take other steps or do all such other things as may be necessary and incidental to the effectuation of the foregoing resolutions including but not limited to appointment of professional parties and advisers and the procurement of all requisite regulatory approvals from the appropriate authorities.
4. That the Directors be and are hereby authorized to allot the shares arising from the capital raise and list the same on the floor of the Nigeria Exchange Group Limited.

NOTES

1. ATTENDANCE AND VOTING BY 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 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. Shareholders may nominate any Director as proxy.

2. MEETING LINK AND ONLINE STREAMING OF AGM

Further to the provisions of the Business Facilitation (Miscellaneous Provisions) Act 2022 which allows public companies to hold meetings electronically, this AGM would be held virtually. The Virtual Meeting Link for the AGM which would be live-streamed at https://www.abbeymortgagebank.com/2022agm and will also be available at the company's website https://www.abbeymortgagebank.com and other social media platforms for the benefit of shareholders.

3. 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 23rd May 2023 to 30th May, 2023 both dates inclusive.

4. 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 requirement that some members of the Committee should have basic financial literacy and be knowledgeable in internal control process, nominations should be accompanied by CVs of nominees.

5. 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 24th day of April 2023

BY ORDER OF THE BOARD

Geoff O. Amaghereonu Esq.

Company Secretary

FRC/2013/NBA/00000002815