2010 Annual Report and Financial Statements - UBA Plc

Proxy FormUnited Bank for Africa Plc (2457)I/We……………………………………………………………..Being a member/members of United Bank For Africa Plc, herebyappoint **…………………….....................................................……………………………………………………..........................….………………………………………………… .........................(block capitals please)or failing him, the Chairman of the meeting as my/our proxy to actand vote for me/us on my/our behalf at the Annual GeneralMeeting of the company to be held on Friday, 13th May 2011 atany adjournment hereof.Dated this ………... .......day of ………........…………… 2011Shareholder's signature:…………………………….................NOTEPlease sign this form and deliver or post it to reach the Registrar,United Bank for Africa Plc, Raymond House, 97/105, Broad Street,P. O. Box 6492, Lagos, not later than 48 hours before the meetingand ensure that the proxy form is dated, signed and stamped bythe Commissioner for Stamp Duties.Provision has been made on this form for the Chairman of themeeting to act as your proxy, but if you wish you may insert in theblank space on the form (marked)** the name of any personwhether a member of the Company or not, who will attend themeeting and vote on your behalf instead of the Chairman of themeeting.If the shareholder is a Corporation, this form must be under itscommon seal or under the hand of a duly authorised officer orattorney.Please admit the shareholder named on this card or his dulyappointed proxy to the Annual General Meeting of the company tobe held at Grand Hotel, Asaba, Delta State on Friday, May 13, 2011.Name and address of ShareholderAccount NumberBili A. OdumCompany SecretarySignatureADMISSION CARDBefore posting the above form, please tear off this part and retainit for admission to the meetingANNUAL GENERAL MEETINGUnited Bank for Africa Plc RC 2457This card is to be signed at the venue in the presence of theRegistrarPlease tick appropriate box beforeProxyThis proxy is solicited on behalf of the Board of Directors and is to be used at 49th Annual GeneralMeeting to be held on Friday, 13th May 2011.ORDINARY BUSINESS For Against Abstain1 To receive the audited Accounts for the year ended December 31,2009 together with the reports of the Directors, Auditors and theAudit Committee thereon.2 To declare a dividend3 To re-elect retiring Directors4 To approve the remuneration of Directors5 To authorize the Directors to fix the remuneration of the Auditors6 To elect members of the Audit CommitteeSPECIAL BUSINESS7 "That following the recommendation of the Directors pursuantto Article 115 of the Bank's Articles of Association, the sum ofN3,233,469,369 be and is hereby capitalized from the sharepremium of the Bank into 6,466,93B,739 ordinary shares of 50kobo each and appropriated to members whose names appearin the Register of Members at the close of business on 27th April,2011 in proportion of one (1) new share for every four (4) sharesregistered in such member's name on that date, the shares sodistributed being treated for all purposes as capital and not asincome and shall rank pari-passu with the existing issuedordinary shares of the Bank provided that the shares issuedpursuant to this resolution shall not rank for the dividendrecommended for the year ended 31st December, 2010.”8 "That the Directors Fees for the financial year ending December31,2011 be and is hereby fixed at N1,250,000.00 per annumand N1,000,000.00 per annum for the Chairman and Directorrespectively." To consider and if thought fit, to pass the followingas Special Resolutions:9 "That subject to all relevant regulatory approvals being obtained,the Directors be and are hereby authorized to take steps tocomply with the requirements of the Central Bank of Nigeria(CBN) new licensing regime by relinquishing the Bank's currentuniversal banking license and applying to the CBN for acommercial banking license with international bankingauthorization,'"10 “That the Board of Directors be and is hereby authorized toincorporate UBA Holdings Plc (Parent Holdco) and subsidiaryholding companies: UBA Africa Holdings Ltd and UBA CapitalHoldings Ltd, in furtherance of the restructuring exercise andtake necessary steps including the transfer of assets and liabilitiesfrom UBA Plc to any of the entities formed or existing infurtherance of this restructuring plan.”11 "That the Board of Directors be and is hereby authorized toexchange the shares of UBA Plc for the shares of UBA HoldingsPlc in such ratio as may be required to achieve 100% equityholding of existing shareholders in UBA Holdings Plc while UBAHoldings will own 60% of UBA Plc.”12 “That the Board of Directors be and is hereby authorized to takenecessary steps to list the shares of USA Plc and USA Holdings Plcon the Nigerian Stock Exchange."13 “That the Directors be and are hereby authorized to take allnecessary steps to comply with the directives of the Central Bankof Nigeria by separating the non-banking subsidiaries from theBank and re-organizing the non-bank businesses within a Grouparrangement as they consider necessary within the periodprescribed by the CBN, and upon such terms and conditions asthe Directors may determine to be in the best interest of theBank.”14 “That the Board of Directors be and is hereby empowered andauthorized to carry out as it deems appropriate and inaccordance with any relevant laws thereto, any actions,including but not limited to restructuring, acquisition,investment, reconstruction and business arrangement exerciseand actions for the Bank as may be necessary to achievecompetitive business advantage and/or comply with anylegislation and/or directives and guidelines of the Central Bank ofNigeria:'Admission to the meetingShareholderPlease indicate, by marking 'X' in the appropriate space, how you wish your votes to be cast on theresolutions set out above, unless otherwise instructed, the proxy will vote or abstain from voting athis/her discretion.