23 Sep 2010 09:54
Guaranty Trust Bank plc
Extraordinary General Meeting of Guaranty Trust Bank plc
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Guaranty Trust Bank plc will hold at Jasmine Hall, Eko Hotel and Suites, Plot 1415, Adetokunbo Ademola Street, Victoria Island, Lagos, on Thursday, the 21st day of October, 2010, at 9.00 a.m. to transact the following business:
SPECIAL BUSINESS:
To consider, and if thought fit, pass the following as Special Resolutions:
1. "That subject to all relevant regulatory approvals being obtained, the Directors be and are hereby authorised to divest the Company of its non-banking subsidiaries in such manner as they consider necessary including but not limited to direct sale, auction, transfer, distribution in specie or such other divestment mechanism; and upon such terms and conditions as the Directors may determine to be in the best interest of the Company;
2. That the Directors be and are hereby authorised to take all such actions, including but not limited to (a) entering into agreements, undertakings, transfers, assignments, guarantees, arrangements or such other mechanisms with any party or parties in order to implement, finalize and give full effect to the aforesaid divestment; and (b) utilizing funds in the Company's reserves; with full powers to assent to any conditions, revaluations, modifications, variations and/or amendments as may be imposed by any relevant regulatory authority;
3. That subject to obtaining the approval of the relevant regulatory authorities, the Directors be and are hereby authorised to facilitate the equity investment of the Naira equivalent of US$30,000,000 (Thirty million United States Dollars) by the International Finance Corporation and its related investment vehicle(s) in the Company, by way of a special placing ("Placing"), through the issuance and allotment of an appropriate number of ordinary shares of 50 Kobo each, at a price per share to be determined on the basis of the volume weighted average closing prices derived from the Daily Official List of the Nigerian Stock Exchange over the 90 (ninety) day period immediately preceding October 21, 2010 (the "Extraordinary General Meeting Date"), and upon such additional terms and conditions as the Directors may deem fit;
4. That the Directors be and are hereby authorised to do or procure to be done, all such acts and things on behalf of the Company as they consider necessary, expedient or desirable in connection with the Placing;
5. That the Authorised Share Capital of the Company be and is hereby increased from N15 billion to N25 billion by the creation of additional 20,000,000,000 Ordinary Shares of 50 Kobo each, ranking pari passu in all respects with the existing ordinary shares of the Company;
6. That the Memorandum and Articles of Association of the Company be and is hereby amended by deleting Clause 6 of the Memorandum and Article 5 of the Articles, and substituting for each of the said Clause and Article, the following:
"The share capital of the Company is N25,000,000,000 divided into 50,000,000,000 Ordinary Shares of Fifty Kobo each ranking pari passu in all respects with the existing Ordinary Shares of the Company".
PROXY
A member entitled to attend and vote at the 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, GTB Registrars Limited, No. 7, Anthony Village Road, Anthony Village, Lagos, not less than 48 hours before the time fixed for the meeting.
BY THE ORDER OF THE BOARD
23rd September 2010
Enquiries:
| GTBank | +234-1-2714591 |
| Lola Odedina, Head, Communications & External Affairs |
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| Pascal Or |
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| College Hill | +44 20 7457 2020 |
| Peter Pantlin |
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| Tony Friend |
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Notes to editors:
The Group operates as one of the leading Nigerian banks offering a wide range of financial services and products throughout Nigeria and in the West African sub-region. According to the most recently published audited financial statements of Nigerian banks prepared in accordance with Nigerian GAAP, among Tier 1 banks in Nigeria as identified by Agusto & Co., the Bank is the most profitable bank measured in terms of return on assets, the most efficient bank measured in terms of cost to income, has the second best asset quality measured in terms of non-performing loan ratio and, among all banks in Nigeria, the Bank is the sixth largest bank in terms of total assets.
Historically, the Group has focused its business on large- and medium-size corporate clients. However, the economic reforms that followed Nigeria's return to democracy in 1999 led to an increase in liquidity of retail customers and a corresponding increase in demand by such customers for banking services. As a consequence, since 2005, the Group has placed an increasing emphasis on building its retail business. Initially the Group targeted only high-end retail customers that were employed by large, reputable companies. Recently, the Group has re-branded itself to emphasise its retail focus, in particular its evolution as a bank with a nationwide network and focus on the provision of banking services to nearly all segments of the Nigerian economy.
The Bank has five banking subsidiaries established outside of Nigeria - Guaranty Trust Bank (Gambia)
Ltd ("GTB Gambia"), Guaranty Trust Bank (Sierra Leone) Ltd ("GTB Sierra Leone"), Guaranty Trust Bank (Ghana) Ltd ("GTB Ghana"), Guaranty Trust Bank (Liberia) Ltd ("GTB Liberia") and Guaranty Trust Bank (United Kingdom) Ltd ("GTB UK"). The Bank services its customers from 162 branches in Nigeria, as well as other branches of its subsidiaries throughout the region.
The Bank also has five non-banking subsidiaries: Guaranty Trust Assurance Plc ("GTB Assurance"), which provides insurance services in Nigeria, GTB Registrars Limited ("GTB Registrars"), a securities registrar, GTHomes Limited ("GTHomes"), which provides mortgage services, GTB Asset Management Limited ("GTB Asset"), which provides asset management and other investment services and GTB Finance B.V. ("GTB Finance"), a finance subsidiary located in The Netherlands. In each of the past three years, profit from the Bank accounted for over 90.0% of the Group's total income.
www.gtbank.com