Union Bank to conclude proposed divestment from UK subsidiary in an EGM

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CEM REPORT | Union Bank has notified the Nigerian Exchange of an Extra-Ordinary General Meeting to conclude proposed divestment from its subsidiary, Union Bank UK Plc.

According to the notice by the bank, the following special resolutions are to be considered at the Extra-Ordinary General Meeting:

To consider and approve the proposed divestment of the Company’s entire shareholding (direct and indirect) interest in its subsidiary, Union Bank UK Plc  to all the shareholders of the Company pro rata to their existing shareholding interests in the Company; subject to obtaining any required contractual consents and/or regulatory approvals.

To approve that in furtherance of the Divestment, the shares to be held in UBUK by shareholders of the Company who each hold less than 0.2546% of the Company’s issued share capital, shall be placed under a trust to be established with Stanbic IBTC Trustees Limited (SITL), which shall be the legal shareholder of record in UBUK’s register, acting as trustee of the beneficial interests of the relevant UBN shareholders.

To approve that SITL be and is hereby authorised, on behalf of the shareholders, to enter into and/or execute all such agreement(s) and/or document(s), appoint such professional advisers and/or other parties as may be required, take all such actions and/or steps and do all such other lawful things as may be necessary for, and/or incidental to, administering the Trust in such manner as SITL, acting reasonably, considers appropriate in its capacity as trustee and/or for giving effect to the Trust and or Divestment.

To approve that the Board of Directors of the Company be and is hereby authorised to enter into and execute such agreement(s) and/or any other document(s); appoint such professional advisers and/or any other parties and take all such other steps and/or actions; in each case as may be required for, and/or incidental to, implementing the Divestment.

To approve the amendment of the Articles of Association by inserting the following as Clause 56(c), after Clause 56(b), in compliance with the tenure of Independent Non-Executive Directors in the Central Bank of Nigeria’s (CBN) Guidelines for the Appointment of Independent Directors:

“The tenure of office of Independent Non-Executive Directors shall be for a maximum period of two (2) terms of four (4) years each, subject to the Central Bank of Nigeria’s (CBN) Guidelines for the Appointment of Independent Directors on the tenure of Independent Non-Executive Directors”.

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