Osogbo, October 18, 2022
RESOLUTIONS PASSED AT THE EXTRA-ORDINARY GENERAL MEETING OF LIVINGTRUST MORTGAGE BANK PLC
The members of LivingTrust Mortgage Bank Plc. at its Extra-Ordinary General Meeting held at 11am on October 17, 2021, at the Bank’s Head Office, Old Governor’s Office, Gbongan Road, Osogbo, Osun State proposed and passed the following resolutions:
Unanimous (100% votes) vote in favour of authorizing the Directors to raisecapital whether by way of private placement, special placing, an offer for subscription, rights issue, or other methods or combination of methods, additional capital by way of issuance of ordinary shares, preference shares, mergers and acquisition, convertible or non-convertibleloans, stocks, medium term notes, bonds or other securities, in such tranches, series or proportions, at such coupons or interest rates within such maturity period and on such terms and conditions, including the provision of security for repayment, as the Directors may deem fit or determine, subject to obtaining the requisite regulatory approvals;
Unanimous (100% votes) vote in favour of authorizing the Directors to enter into and execute the agreements and all other requisite documents related to, connected with and incidental to implementing the above resolution, including without limitation, complying with the directives of any regulatory authority. Following allotment by the Board of Directors, the new shares issued by the Company pursuant to the Private Placement be listed with the Nigerian Exchange Group;
Unanimous (100% of votes) vote in favour of authorizing the Directors to appointsuch professional parties and advisers, as may be necessary for or incidental to effecting the above resolutions and that all acts carried out by the Directors and/or management of the Company in connection with the above are hereby approved and ratified;
Unanimous (100% of votes) vote in favour of authorizing the Directors to performother acts, take other steps or do all such other things as may be necessary for or incidental to, or as they deem appropriate to giving effect to the spirit and intendments of the above resolutions;
Over 92% voted in favour of authorizing the Directors to use the proceeds of thecapital raise to recapitalize the Bank and obtain a Regional Commercial Banking License or a National Mortgage Banking License from the Central Bank of Nigeria, depending on the outcome of the capital raise;
Unanimous (100% of votes) vote in favour of authorizing the Directors to create additional shares in addition to the unissued shares and issue same to new investors in equity participation and existing shareholders participating in the equity capital raise, and to file necessary returns at the Corporate Affairs Commission.
Dated this 17th of October, 2022
For: LIVINGTRUST MORTGAGE BANK PLC.
Timothy Gbadeyan Esq.