25 Apr 2017 07:00
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 26th Annual General Meeting of DIAMOND BANK PLC will be held on Friday, the 19th day of May, 2017 at The Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos, at 10:00 a.m. prompt to transact the following business:
AGENDA
Ordinary Business
1. To receive the Report of Directors, the Audited Financial Statements for the period ended December 31, 2016, and the Reports of the Board Appraiser, Auditors and Audit Committee thereon.
2. To elect/re-elect Directors
3. To authorize the Directors to fix the Remuneration of the Auditors
4. To elect Members of the Audit Committee
SPECIAL BUSINESS
To consider and if thought fit, pass the following as special resolutions:
5. "That the Authorised Share Capital of the Company be and is hereby increased from N15,000,000,000.00 (Fifteen Billion Naira) to N20,000,000,000.00 (Twenty Billion Naira) by the creation of additional 10,000,000,000 (Ten Billion) ordinary shares of 50 kobo each, ranking pari passu in all respects with the existing ordinary shares of the Company"
6. "That clause 7(a) of the Memorandum and Articles of Association of the Company be and is hereby amended as follows:
"The Authorised Share Capital of the Company is N20,000,000,000.00 (Twenty Billion Naira) divided into 40,000,000,000 (Forty Billion) ordinary shares of 50 Kobo each"
Dated this 25th day of April 2017
BY ORDER OF THE BOARD
NKECHI NWOSU
Company Secretary
Notes
1. Proxy
A member of the Company entitled to attend and vote at any Annual General Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of the Registrar of the Company, Centurion Registrars Limited, 33c, Cameron Road, Ikoyi, Lagos State, not less than 48 hours before the time fixed for the meeting.
2. Closure of Register of Members
For the purpose of attendance at the Annual General Meeting, the Register of Members will be closed from May 9, 2017 to May 10, 2017 (both days inclusive).
3. Election of Directors
i. In accordance with the provisions of the Articles of Association of the Company, Mr. Ian Greenstreet, Mr. Kabir Mohammed and Mr. Damian Dolland, retire by rotation and being eligible, offer themselves for re-election.
ii. The appointment of Mr. Dele Babade as a Non-Executive Director subject to the approval of the Central Bank of Nigeria.
iii. The ratification of the appointment of Mrs. Chizoma Okoli as an Executive Director, whose appointment has been approved by the Central Bank of Nigeria.
iv. The ratification of the appointment of Mr. Chiugo Ndubisi as an Executive Director, whose appointment has been approved by the Central Bank of Nigeria.
v. The ratification of the appointment of Mr. Rotimi Olayiwola Oyekanmi as an independent Non-Executive Director, whose appointment has been approved by the Central Bank of Nigeria.
4. Audit Committee
In accordance with Section 359 (5) of the Companies and Allied Matters Act, 1990, any shareholder may nominate another shareholder for appointment to the Audit Committee. Such nomination should be in writing and must reach the Company Secretary not less than 21 (twenty-one) days before the Annual General Meeting.
The Central Bank of Nigeria's Code of Corporate Governance has indicated that some members of the Audit Committee should be knowledgeable in internal control processes. Also, the Securities and Exchange Commission's Code of Corporate Governance indicates that members of the Audit Committee should have basic financial literacy and should be able to read financial statements. Accordingly, we would therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.
5. Shareholders Right
In accordance with the provisions of Rule 19.12, of The Rule Book of The Exchange, 2015, Part II, Issuers' Rules, Shareholders' are entitled to ask questions not only at the meeting but also in writing prior to the meeting; and the written questions must be submitted to the Issuer not later than May 8, 2017.
6. Website
A copy of this notice and other information relating to the meeting can be found on our website www.diamondbank.com