LIVINGTRUST MORTGAGE BANK : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 9th Annual General Meeting (the "Meeting") of LivingTrust Mortgage Bank PLC ("the Company") will be held at Banquet Hall, Aenon Suites, No. 1, Femi Adefila Crescent, GRA, Osogbo, Osun State on Thursday, the 20th day of July 2023 at 11:00am for the purposes of:

AGENDA

ORDINARY BUSINESS

1. Transacting the following ordinary business:
2. 1. To lay the Audited Financial Statements for the year ended 31st December 2022, the Reports of the Directors, Auditors, and the Statutory Audit Committee thereon.
   2. To declare a dividend
   3. To re-elect the following Directors who in accordance with Articles
      70 and 72 of the Company's Articles of Association retire by rotation, but are eligible and offer themselves for re-election:
   4. • Alh. Jimoh Adebayo
      • Mrs. Fehintola Olatunde-Agbeja
      • Mr. Olufemi Adesina
   5. To elect the members of the Statutory Audit Committee
   6. To authorize the Directors to fix the remuneration of the Auditor
   7. To disclose the remuneration of the Managers of the Company in accordance with section 238 and 257 of the Companies and Allied Matters Act 2020
3. Transacting the following special business:
4. 1. To approve the appointment of Prof. Charles Ukeje to the Board of Directors of the Company with effect from 14th October, 2022 as an Independent Non- Executive Director in accordance with Section 274(2) of the Companies and Allied Matters Act 2020.
   2. To approve the appointment of Arc. (Mrs.) Umma Dambo Mamman-Da to the Board of Directors of the Company with effect from 14th October, 2022 as an Independent Non-Executive Director in accordance with Section 274(2) of the

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Companies and Allied Matters Act 2020.

2.3. To approve the Business Plan for the proposed change of Operating License.

NOTES

1. Proxy
   A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her/its stead. To be valid, a completed proxy form must be deposited at the office of the Registrar, Africa Prudential Plc., Palmgrove bus stop,
   220B Ikorodu Road, Somolu, Lagos State or sent electronically to: [e-mail] later than 48 hours before the time of the meeting. A blank proxy fo rm is attached to the Annual Report and can also be downloaded on the Bank's website: https://livingtrustng.com
2. Attendance and Voting by Proxy
   In line with Section 240 (2) of the Companies and Allied Matters Act 2020 [as amended by the Business Facilitation (Misc. Provisions) Act 2022], the Annual General Meeting shall hold physically and shall be streamed online via zoom for persons who are unable to be physically present. The meeting ID. and password shall be communicated to all members prior to the meeting.
   Shareholders who are unable to be physically present at the Annual General Meeting are advised to appoint a proxy to vote on the resolutions on their behalf. The duly completed proxy forms may be sent to the Registrar electronically via email: [e-mail] or submitted physically at the office of the Registrar, Africa Prudential Plc, 220B, Ikorodu Road, Palmgrove, Lagos.
3. Dividend
   If approved, a dividend in the sum of 0.012kobo for every share of 50 kobo subject to withholding tax will be paid on July 24, 2023 to shareholders, whose names are registered in the Register of Members at the close of business on 6th day of July, 2023. Shareholders are advised to complete the e-dividend registration and mandate the Registrar to pay their dividends directly into their Bank Accounts.
4. Closure of Register
   The Register of Members and Transfer Books of the Company will be closed From July 7th to July 11th 2023 (both dates inclusive), to enable the Registrar prepare for 2023, payment of dividend.
5. E-DividendMandate
   Shareholders are requested to update their records and advise African Prudential Plc of their relevant bank Accounts for the payment of their dividends. Shareholders are advised to download the Registrar's E- Dividend Mandate Activation Form available on their website: https://africaprudential.com/claim-your-dividend-here/The forms can also be downloaded from Africa Prudential Plc's website at [e-mail]. The duly completed forms should be returned to Africa Prudential Plc., Palmgrove bus stop, 220B Ikorodu Road, Somolu, Lagos State or to the Bank.

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1. E-AnnualReport
   The electronic version of the Annual Report will be available at https://livingtrustng.comShareholders who have provided their email addresses to the Registrar will receive the electronic version of the Annual Report via email.
2. Statutory Audit Committee
   The Statutory Audit Committee consists of three Shareholders and two Non-Executive Directors. Any member may nominate a Shareholder as a member of theStatutory Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the Annual General Meeting. The Companies and Allied Matters Act 2020 provides that all members of the Statutory Audit Committee shall be financially literate and at least one shall be a member of a professional accounting body established by an Act of the National Assembly in Nigeria. We therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.

9 Re-election of Directors

In accordance with the Provisions of the Company's Articles of Association, the Directors to retire by rotation at the 9th Annual General Meeting are Alh. Adebayo Jimoh, Mrs. Fehintola Olatunde-Agbeja and Mr. Olufemi Adesina. The retiring Directors, being eligible, offer themselves for re-election. The profiles of the Directors retiring by rotation are available in the AnnualReport and on the Bank's website at https://livingtrustng.com

10. Shareholders' Right to ask Questions

Shareholders reserve the right to ask questions not only at the meeting, but also in writing prior to the meeting on any item contained in the Annual Report and Financial Statements. Please send questions to [e-mail] not later than 9th of July, 2023.

Dated this 15th day of June, 2023

BY ORDER OF THE BOARD

Timothy Gbadeyan Esq.

Company Secretary

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PROXY FORM

9TH ANNUAL GENERAL METING

	I/WE, …….……………………………..	being a member/members of LivingTrust
	Mortgage Bank plc. hereby appoint Mr. ______________________________ as
	my/our proxy, to act and vote for	me/us and on my/our behalf at the Annual
	General Meeting of the Bank to be held at Banquet Hall, Aenon Suites, No. 1, Femi
	Adefila Crescent, GRA, Osogbo, Osun State on Thursday, the 20th day of July, 2023 at
	11:00am or at any adjournment thereof.
	Dated this………………..day of ................. 2023
	….……………………
	Shareholder's
	Signature
S/N	ORDINARY BUSINESS		FOR		AGAINST
1.	To lay the Audited Financial Statements for the year ended 31st
	December 2022, the Reports of the Directors, Auditors, and the
	Statutory Audit Committee thereon.
2.	To declare a Dividend
3.	To elect/re-elect Directors
	a) To re-elect Alh. Adebayo Jimoh, a Non-Executive Director retiring by
	rotation
	b) To re-elect Mrs. Fehintola Olatunde-Agbeja, an Independent Non-
	Executive Director retiring by rotation
	c) To re-elect Mr. Mr. Olufemi Adesina, a Non-Executive Director retiring by
	rotation
4.	To elect the members of the Statutory Audit Committee
5.	To authorize the Directors to fix the remuneration of the Auditors for the
	2023 financial year
6.	To disclose the remuneration of Managers of the Company
	SEPCIAL BUSINESS
1	To approve the appointment of Prof. Charles Ukeje to the Board of Directors
	of the Company with effect from 14th October, 2022 as an Independent Non-
	Executive Director in accordance with Section 274(2) of the Companies and
	Allied Matters Act 2020
2	To approve the appointment of Arc. (Mrs.) Mamman-Da Umma Dambo to
	the Board of Directors of the Company with effect from 14th October, 2022 as
	an Independent Non-Executive Director in accordance with Section 274(2) of
	the Companies and Allied Matters Act 2020
3	To approve the Business Plan for the proposed change of Operating
	License.

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Please indicate with an 'X' in the appropriate squ are how you wish your votes to be

cast on the resolutions set out

above. Unless otherwise

instructed, the proxy will vote or

abstain from voting at

his discretion

NOTE:

1. A duly executed proxy form should be deposited with Africa Prudential Plc., Palmgrove bus stop, 220B, Ikorodu Road, Somolu, Lagos State not later than 3 working days before the time fixed for the meeting or sent electronically [e-mail].
2. For the appointment of a proxy to be valid for the purposes of the meeting, the instruments of proxy is to be stamped.

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Before posting this form, please tear off and

retain this part

LIVINGTRUST MORTGAGE BANK PLC

9th Annual General Meeting

Please admit the Shareholder named on this card or his duly appointed proxy to the Annual General Meeting of theCompany to be held at Banquet Hall, Aenon Suites, No. 1, Femi Adefila Crescent, GRA, Osogbo, Osun State on Thursday, the 20th day of July 2023 at 11:00am.

Name of Shareholder/Proxy	Address		Signature

This card is to be signed at the venue in the presence of the Registrars

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