AGM Resolutions

At the 2nd Annual General Meeting of Sterling Financial Holdings Company Plc ("the Company") duly convened and held virtually on the 11th day of July 2025 at 10:00 a.m., the following resolutions were considered and duly passed:

ORDINARY RESOLUTIONS:

1. That the Audited Financial Statements for the year ended 31st December 2024, and the reports of the Directors, Auditors and the Statutory Audit Committee thereon be and are hereby approved.

2. That a dividend of 18 Kobo per ordinary share of 50 Kobo each be paid to the members whose names appear in the Register of Members as at 1st July, 2025 in respect of the financial year ended 31st December 2024, subject to the deduction of appropriate withholding tax at the time of payment.

3. That Mr. Ashutosh Kumar be and is hereby elected as a Non-Executive Director of the Company.

4. That the following Directors retiring by rotation be and are hereby re-elected:

   1. Ms. Eniye Ambakederemo

   2. Mr. Shola Adekoya

5. That the Board of Directors be and are hereby authorized to fix the remuneration of the Auditors.

6. The remuneration of the Managers of the Company as disclosed on page 159 of the Annual Report, was noted by members in line with section 257 of the Companies and Allied Matters Act 2020.

7. That the under-listed persons be and are hereby re-elected as shareholders' representatives on the Statutory Audit Committee of the Company for the 2025 Financial Year:

   1. Alhaji Mustapha Jinadu

   2. Ms. Christie Vincent

   3. Mr. Idongesit Udoh

      
      
      

      The following Directors were nominated to represent the Board on the Statutory Audit Committee:

      1. Mr. Shola Adekoya - Non-Executive Director

      2. Ms. Eniye Ambakederemo - Independent Non-Executive Director

8. That the Annual Non-Executive Directors' Fees for the year ending 31st December 2025 be and is hereby fixed at N191,134,000 (One Hundred and Ninety-One Million, One Hundred and Thirty-Four Thousand Naira) until reviewed by the members at an Annual General Meeting.

   SPECIAL RESOLUTIONS:

9. That the Company be and is hereby authorized to raise up to US$400,000,000 (Four Hundred Million United States Dollars) or its equivalent in Naira or other currencies through the establishment of a Shelf Programme (the "Shelf Programme"). The capital may be raised in tranches or otherwise over a specified period through the issuance of debt instruments (including, but not limited to, bonds that may be convertible or non-convertible, commercial papers, sukuks, medium or short term notes, and debentures), preference shares, ordinary shares, global depositary receipts, or a combination thereof, in the Nigerian and/or international capital markets, whether by way of public offer, private placement, rights issue, or any other method, at prices, coupons or interest rates determined through book building or any other acceptable valuation method, or combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions as may be determined by the Board of Directors of the Company (the "Board"), subject to the procurement of requisite approvals from the relevant regulatory authorities.

10. That in furtherance of the Shelf Programme, the Board be and is hereby unconditionally authorized pursuant to sections 127(1) and 149(1)(a) of the Companies and Allied Matters Act 2020 (as amended by the Business Facilitation Act 2022), to increase the share capital of the Company by the allotment of shares of the Company at any time necessary for a period of 2 (two) years from the date hereof.

11. That in the case of a rights issue, shares that are not taken up by existing shareholders within the period stipulated under such rights issue may be offered to other shareholders of the Company that have indicated their interest in purchasing additional shares arising from the rights issue, subject to the terms and conditions as may be determined by the Board.

12. That the Board be and is hereby authorised to seek the listing and admission to trading of any securities issued pursuant to the foregoing resolutions, on the relevant market of the Nigerian Exchange Limited, or on the relevant market of FMDQ Securities Exchange Limited, or on both, or on such other securities exchange in Nigeria or elsewhere (as the case may be).

13. That the Board be and is hereby authorised to amend the Company's Memorandum and Articles of Association to reflect the Company's new share capital structure prior to or following the capital raise arising from the foregoing resolutions, and that the Company Secretary be and is hereby authorised to take all necessary steps to give effect to these amendments.

14. That the Company Secretary be and is hereby authorised to register any increase in share capital with the Corporate Affairs Commission in such incremental proportions or tranches as the Board may deem necessary or desirable, and the Board is hereby authorised to issue on behalf of shareholders, such resolutions as may be required by the Corporate Affairs Commission.

15. That the Company be and is hereby authorised to appoint such professional parties and advisers, and perform all other acts as may be necessary to give effect to the above resolutions, including obtaining relevant regulatory approvals and, without limitation, complying with the directives of any relevant regulatory authority.

Dated this 14th day of July 2025