30 Jul 2009 09:53
Guaranty Trust Bank
("GT Bank" or "the Group")
NOTICE OF EXTRA-ORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extra-ordinary General Meeting of GUARANTY TRUST BANK PLC will hold at the Civic Centre, Ozumba Mbadiwe Road, Victoria Island, Lagos, on Thursday, 27th August, 2009, at 9.00 a.m. to transact the following business:
SPECIAL BUSINESS:
To consider, and if thought fit, to pass the following as special Resolutions:
1. That the Articles of Association of the Company be and is hereby amended as follows:
a. By the inclusion of the following proviso to Article 9a:
"Provided that the Company may allot shares to Members or register a transfer of shares by way of electronic allotment or a combination of electronic allotment and share certificates as may be applicable, in accordance with existing regulations for share allotment".
b. By deleting Article 80 and substituting for the said Article the following:
"The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or a committee of the Directors in that behalf and every instrument to which the seal is affixed shall be signed by a Director and countersigned by the Secretary or by a second Director; or signed by two other persons appointed by the Directors for that purpose".
2. That pursuant to Article 81 of the Company's Articles of Association, the Directors be and are hereby authorised to establish a debt Issuance Programme of up to N200,000,000,000.00 (Two Hundred Billion Naira) for the purpose of issuing debt securities by way of public offering, book building process or any other methods, in tranches of such amounts and at such date(s) and upon such terms and conditions to be determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities.
BY THE ORDER OF THE BOARD
Olutola Omotola
Company Secretary
Plot 1669, Oyin Jolayemi Street
Victoria Island,
Lagos
July 23, 2009
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.
ENQUIRES:
| GT Bank | +234(1) 2714591 |
| Lola Odedina, Head of Communications | |
| College Hill Associates | +44 (0) 20 7457 2020 |
| Richard Pearson | |
| Peter Pantlin |
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 154 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