July 16, 2012

The Company has notified The Exchange of the Resolutions passed at its 6th Annual General Meeting held on June 21st, 2012 in Abuja in respect of the following:

1. Re-Election of Directors: That the following Directors who retired by rotation and being eligible for re-election were re-elected as Directors of the Bank:

(i) Malam Gimba Hassan Ibrahim

(ii) Alhaji Ibrahim Muhammad Abega Kaugama

(iii) Mr. Hakeem Shagaya

2. Alteration of Articles of Association: That Article 115 of the Articles of Association of the Company be and amended as follows: “Electronic copy means a method of electronic communication which includes, but is not limited to, facsimile, electronic data message (including but not limited to e-mail), bulletin board communications, internet websites, ms-word, excel, spreadsheet, print portable document file (Pdf), hypertext mark-up language (html) or similar text displayed via a web browser, electronic data interchange (ED), compact disc, memory stick and computer network communications.

3. Election of Audit Committee Members: The following shareholders were elected as Members of Audit Committee: They are: Alhaji Mustapha B. Atiku, Mrs. Funke Titilayo Shodeinde and Barrister Joseph Akin Ogbeni.

4. Remuneration of the Auditors: The Directors are authorized in accordance with Section 361 of the Companies and Allied Matters Act, 2004 to fix the remuneration of the Auditors Messrs Ahmed Zakari & Co.

5. Capitalization of Profit and Reserves: That pursuant to Article 107 of the Articles of Association of the Company, the Directors having so recommended, it is desirable to capitalize the sum of N1,747,576,805.00 (one billion, seven hundred and forty seven million, five hundred and seventy six thousand, eight hundred and five Naira) from the share premium account and that such sum be set free accordingly for distribution amongst the members on the Register of Members at the close of business on June 04, 2012 on condition that the same be not paid in cash but applied in paying up in full at par 3,495, 153,610 (three billion, four hundred and ninety five million, one hundred and fifty three thousand, six hundred and ten) of the unissued ordinary shares of 50 kobo each to be allotted, distributed and credited as fully paid-up to and amongst such members in the proportion of one (1) new ordinary share for every ten (10) ordinary shares held by them on that day and such new shares shall rank for all purposes parri passu with the existing issued ordinary shares. The shares so distributed being treated for all purposes as capital and not as income and the Directors to give effect to this resolution on receipt of the necessary permission from the regulatory authorities.

6. Amendments of Ordinary Resolution on Capitalization Passed at the Fifth Annual General

General Meeting held on Wednesday, 29th June, 2011: That the Ordinary Resolution on Capitalization passed at the Fifth Annual General Meeting held on Wednesday, June 29th, 2011 be amended by deleting the words: “that pursuant to Article 107 of the Articles of Association of the Company, the Directors having so recommended, it is desirable to capitalize the sum of N1,664,358,862.00 (One billion six hundred and sixty-four million, three hundred and fifty-eight thousand, eight hundred and sixty-two Naira) from the share premium account and that such sum be set free accordingly for distribution amongst the members on the Register of members at the close of business on June 09, 2011 on condition that same be not paid in cash but applied in paying up in full at par 1,664,358,862 (One billion six hundred and sixty four million, three hundred and fifty-eight thousand eight hundred and sixty two) of the un-issued ordinary shares of 50 kobo each to be allotted, distributed and credited as fully paid up to and amongst such members in the proportion of one (1) new ordinary share for every twenty (20) ordinary shares held by them on that day and such new shares shall rank for all purposes parri passu with the existing issued ordinary shares. The shares so distributed being treated for all purposes as capital and not as income and the Directors to give effect to this Resolution on receipt of the necessary permission from the regulatory authorities and substituting therefore with the words: “that pursuant to Article 107 of the Articles of Association of the Company, the Directors having so recommended, it is desirable to capitalize the sum of N832,179,431.00 (Eight hundred and thirty two million one hundred and seventy nine thousand four hundred and thirty one Naira) from the share premium account and that such sum be set free accordingly for distribution amongst the members on the Register of members at the close of business on June 09, 2011 on condition that same be not paid in cash but applied in paying up in full at par 1,664,358,862 (One billion six hundred and sixty four million three hundred and fifty eight thousand eight hundred and sixty two) of the un-issued ordinary shares of 50 kobo each to be allotted, distributed and credited as fully paid up to and amongst such members in the proportion of one (1) new ordinary shares for every (20) ordinary shares held by them on that day and such new shares shall rank for all purposes parri passu with the existing issued ordinary shares. The shares so distributed being treated for all purposes as capital and not as income and the Directors to give effect to this Resolution on receipt of the necessary permission from the regulatory authorities.”

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