TWO top lenders, United Bank for Africa Plc (UBA) and Guaranty Trust Holding Company Plc (GTCO), last week passed strategic resolutions among which was the receipt and adoption of the audited accounts for the year ended December 31, 2021, together with the reports of the directors, auditors and the audit committee thereon.
While UBA’s was at the 60th Annual General Meeting held on Thursday, April 7, 2022, at the Transcorp Hilton Hotel, Abuja, that of GTCO took place at its first Annual General Meeting duly convened and held on Friday, April 8, 2022, at the Oriental Hotel, Victoria Island, Lagos.
For UBA, the following resolutions, among others, were proposed and passed: The payment of a final dividend of N27,359,537,092.80 gross, on Thursday, April 7, 2022, in respect of the year ended December 31, 2021, at the rat-hares of 50 kobo each, pursuant to Articles 46 & 47 of the bank’s Articles of Association ; the amendment of clause six of the Memorandum and Article 10 of the Articles of Association of the bank to read that, “The Share Capital of the bank is N17,100,000,000 divided into 34,200,000,000 ordinary shares of 50 kobo each”; the empowerment and authorisation of the Board of Directors to carry out, as it deems appropriate and in accordance with any relevant laws thereto, any actions, including but not limited to restructuring, acquisition, investment, reconstruction and business arrangement exercise and actions for the bank; the authorisation of the Board of Directors of the bank to do all such things and take all such actions as are required to give effect to the above resolutions in compliance with extant laws and regulations.
In the same vein, the following resolutions were taken at GTCO’s AGM: “That the final dividend in respect of the financial year ended December 31, 2021, in the sum of N79,464, 186,000.00 from the profit after taxation of the bank be and is hereby approved and declared payable as dividend at a rate of N2.70K kobo per 90 kobo Ordinary Share (bringing the total dividend paid to shareholders for the 2021 financial year to N3.00K per Ordinary Share of 50 kobo each) subject to the appropriate withholding tax deduction, to shareholders.”
Others are, “That the directors be and are hereby authorised to fix the remuneration of the auditors, Messrs. Ernst & Young in respect of the year ending December 31, 2022; that the remuneration of the managers of the company, be and is hereby disclosed; that in compliance with the rule of the Nigerian Exchange Limited governing transactions with related parties or interested persons, the company and its related entities be and are hereby granted a general mandate in respect of all recurrent transactions entered; that director’s remuneration for the financial year ending December 31, 2022, and for succeeding years until reviewed by the company in its Annual General Meeting, be and is hereby fixed at N20,000,000.00 annually for each director; that the company be and is hereby authorised to take all steps necessary to comply with the requirements of Section 124 of the Companies and Allied Matters Act 2020 and the Companies Regulations 2021, as it relates to Unissued Shares forming part of the Share Capital of the company, including the cancellation of the Unissued Shares of the company; that the company be and is hereby authorised to appoint such professional parties, consultants and advisers as may be required to comply with this resolution; and that the company be and is hereby authorised to perform all acts and to do all such other things as may be necessary for or incidental to giving effect to the above resolutions, including without limitation, complying with the directives of the regulatory authority,”
and then