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RC: 476637
}AIZ BANK PLC
Jaiz Bank House Plot 1073 J.S Tarka Street
Area 3, Garki
P.M.B. 3 I , Garki,Abuja, Nigeria
Tel: +234 9 460 5125
e-mail: info@jaizbankplc.com
website: https://www.jaizbankplc.com
JAlZ BANK PLC
NOTICE OF ANNUAL GENERAL I*IEETING
NOTICE IS HEREBY GIVEN that the I 3th Annual General Meeting of ]aiz Bank Plc will hold virtually on Wednesday, 20* August 2025, at II.00a.m via the link: https://www.jaizbankpIc.com/AGM/ to transact the following business:
ORDINARY BUSINESS:
I. To lay before the members, the Audited Financial Statements of the Bank lor the period ended 3 I" December, 2024, together with the Reports of the Directors, Auditors, and Statutory Audit Committee thereon.
To declare a dividend.
To re-elect non-executive Directors.
To elect Non-Executive Directors.
To authorize the Directors to fix the remuneration of the Auditors.
To disclose the remuneration of Managers of the Bank.
To elect Shareholder Representatives of the Statutory Audit Committee.
SPECIAL BUSINESS
To consider and if thought fit pass the following resolution as special resolution:
"That the Directors' Fees for the financial year ending 3 I" December 2025 be and is hereby fixed at N48million per annum for the Chairman and N4oMillion per annum for every other Non-Executive Director."
NOTES:
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled
to appoint a proxy 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 at the office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, Nigeria, or via email at cfc@africaprudential.com not 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 https://www.jaizbankplc.com. Payment of Stamp Duties on the proxy forms shall be at the Bank's expense.
Yirtual I'4eeting Link
Pursuant to the provisions of the Business Facilitation (l'1iscellaneous Provisions) Act, 2022, which allows public companies to hold general meetings electronically, the I 3th Annual General Meeting will be held virtually. The link for the meeting is https://www.jaizbankplc.com/AGI II and can also be accessed through the Bank's website https://www.jaizbankpIc.com and social media platforms. The meeting will be livestreamed online on the Bank's website.
Dividend
If the dividend recommended by the Directors is approved by the shareholders at the AGM, dividend will be paid by 2Oth August 2025. Given the previous notice to shareholders and the investing public by the Company on the closing period for the purpose of dividend payment. Dividend approved at the AGM will be paid to shareholders whose names appear in the Company's Register of members by close of business on 20th August 2025.
Re-Election of Directors
Pursuant to Section 285 of the Companies and Allied Matters Act 2020, the following Directors shall retire by rotation and being eligible, have offered themselves for re-election:
Dr. Abdullateef Bello
Dr. Aisha Waziri Umar
Mr. Seedy Njie
The biographical details of the Directors standing re-election are provided in the Annual Report as well as the Bank's website stated above.
Special notice is hereby given pursuant to Section 274 of the Companies and Allied batters Act 2020, that Mohammed Mustapha Bintube has attained (70) years of age in the month of August 2025 and has indicated his willingness to continue in office.
Election of Directors
Pursuant to Section 274 of the Companies and Allied l'latters Act 2020, the following Directors
are being proposed for election as Non-Executive Directors of the Bank:
l. Tajuddeen Aminu Dantata
Sa'adat Hamza Mohammed
Mustapha Ibrahim Ahmad
Ahmed Mohammed lndimi
Nike Kolawole
The appointmenu have been approved by the Central Bank of Nigeria and would be presented to Shareholders for approval at the I 3th Annual General Meeting.
Closure of Register of I*Iembers
As previously notified to shareholders and the investing public, the Register of Members and Transfer Books of the Bank will be closed from 30th July to 6th August (both days inclusive) for the purpose of dividend payment and updating the Register.
Nomination to the Audit Committee
In accordance with Section 404 of the Companies & Allied Matters Act, 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 21 days before the Annual General Meeting. Such notice of nominations should be sent via email to investorrelations@jaizbankplc.com for the attention of the Company Secretary. A member of the Statutory Audit Committee is required to be financially literate and be knowledgeable in internal control processes. Consequently, a detailed resume disclosing requisite qualifications should be submitted with each nomination.
e-Dividend
Notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of receiving dividend payment electronically. Application form for e-dividend could be downloaded from our Registrars website at https://africaprudential.com/forms-offers/ to enable shareholders furnish particulars of their accounu to the Registrar as soon as possible. Detachable forms in respect of mandate for e-dividend payment and shareholder's data update are attached to the Annual Report for convenience.
Unclaimed Share Certificates
Shareholders with share certificates that have remained unclaimed or are yet to be returned for validation are advised to complete the e-dividend registration or contact the Company's Registrars at the address stated above, or the Company Secretary at the Bank's Registered address stated below, or any of the Bank's Branches. Shareholders are also encouraged to update their contact information in the event of a change of such information. Change of Address Form can be downloaded from our Registrar's Website stated above. Requests may be addressed to the Registrars of the Bank or the Company Secretary at the Bank's registered address stated below.
e-Report
In order to improve delivery of our Annual Reports, we hereby request that shareholders who wish to receive Annual Reports and other statutory reports of Jaiz Bank Plc in electronic format should download the e-Report Request Form from the Bank's Website stated above, complete and return the form to the Company Secretary for further processing or simply email the Company Secretary at investorrelations@jaizbankplc.com.
I l. Website
A copy of this Notice, Biographical details of Directors standing for election, reelection, and other information relating to the meeting, as well as the full version of the Annual Reports and Financial Statements can be downloaded from the Bank's website stated above.
12. Rights of Shareholders to Ask Questions
Shareholders have a right to ask questions at the Annual General Meeting. Shareholders may also submit questions prior to the Meeting in writing to the Company, and such questions must be submitted to the Company through email at investorrelations@jaizbankplc.com on or before I 3th August 2025.
By Order of the Board
I•lohammed Shehu Company Secretary FRC/2017/NBA/000000 16416
Plot l073 J. S. Tarka Street Area 3, Garki, Abuja, FCT.