April 13, 2022/NGX

At the First Annual General Meeting of Guaranty Trust Holding Company Plc, duly convened and held on Friday, April 8, 2022, at the Oriental Hotel, 3, Lekki Road, Victoria Island, Lagos, the following Resolutions were proposed and duly passed:

1. “That the Audited Financial Statements for the financial year ended December 31, 2021, and the Reports of the Directors, Auditors and Statutory Audit Committee thereon laid before the Meeting be and are hereby received:

2. That the final dividend in respect of the financial year ended December 31, 2021, in the sum of N79,464, 186,000.00 from the profit after taxation of the Bank be and is hereby approved and declared payable as dividend at a rate of N2.70K kobo per 90 Kobo Ordinary Share {bringing the total dividend paid to Shareholders for the 2021 financial year to N3.00K per Ordinary Share of 50 Kobo each}, subject to the appropriate withholding tax deduction, to Shareholders whose names are registered in the Company’s Register of Members at the close of business on Wednesday, March 23, 2022:

3.{i] That Mr. Hezekiah Oyinlola, offering himself for election/re-election, be and is hereby elected/re-elected as a Non-Executive Director of the Company;

(ii) That Mr. Segun Agbaje, offering himself for election, be and is hereby elected as a Director of the Company;

(iii) That Mr. Suleiman Barau, offering himself for election/re-election, be and is hereby elected/re-elected as a Non – Executive Director (Independent) of the Company;

(iv) That Mrs. Helen Bouygues, offering herself for election/re-election, be and is hereby elected/re-elected as a Non-Executive Director (Independent) of the Company;

(v) That Mrs. Cathy Echeozo, offering herself for election/re-election, be and is hereby elected/re-elected as a Non-Executive Director of the Company;

(vi) That Mr. Adebanii Adeniyi, offering himself for election, be and is hereby elected as a Director of the Company”,

4. That Messrs. Ernst & Young be and are hereby appointed as the Company’s External Auditor:

5. That the Directors be and are hereby authorized to fix the remuneration of the Auditors, Messrs. Ernst & Young in respect of the year ending December 31, 2022;

6. That the remuneration of the Managers of the Company, be and is hereby disclosed;

7. That Alhaji Mohammed Abiodun Usman, Mrs. Sandra Mbagwu-Fagbemi and Mrs. Aderonke Kuye, be and are hereby elected as the representatives of shareholders on the Statutory Audit Committee of the Company for the 2022 financial year:

8. That in compliance with the Rule of the Nigerian Exchange Limited governing transactions with Related Parties or Interested Persons, the Company and its related entities (“The Group”) be and are hereby granted a General Mandate in respect of all recurrent transactions entered into with a related party or interested person provided such transactions are of a revenue or trading nature or are necessary for the Company’s day to day operations. This Mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual Genera! Meeting of the Company is held:

9. That Director’s Remuneration for the financial year ending December 31, 2022, and for succeeding years until reviewed by the Company in its Annual General Meeting (AGM), be and is hereby fixed at N20,000,000.00 (twenty million Naira only) annually for each Director:

10. (i) That the Company be and is hereby authorised to take all steps necessary to comply with the requirements of Section 124 of the Companies and Allied Matters Act 2020 and the Companies Regulations 2021, as it relates to unissued Shares forming part of the Share Capital of the Company, including the cancellation of the unissued Shares of the Company;

(ii) That the Company be and is hereby authorised to take all steps necessary to ensure the Memorandum and Articles of Association of the Company are altered to comply with this Resolution including replacing the provision stating the authorized capital with the issued Share Capital:

1. ii) | That the Company be and is hereby authorised to enter into and execute agreements, deeds, notices and any other document necessary for and or incidental to this resolution:

(iv) That the Company be and is hereby authorised to appoint such professional parties, consultants and advisers as may be required to comply with this resolution; and

(i) That the Company be and is hereby authorised to perform all acts and to do all such other things as may be necessary for or incidental to giving effect to the above resolutions, including without limitation, complying with the directives of the regulatory authority”.