YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS RIGHTS CIRCULAR.

IF YOU ARE IN ANY DOUBT ABOUT THE ACTIONS TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, ACCOUNTANT,
BANKER, SOLICITOR OR ANY OTHER PROFESSIONAL ADVISER FOR GUIDANCE IMMEDIATELY. INVESTORS ARE ADVISED TO NOTE THAT LIABILITY FOR FALSE OR MISLEADING STATEMENTS OR ACTS MADE IN CONNECTION
WITH THE RIGHTS CIRCULAR IS PROVIDED IN SECTIONS 113 AND 114 OF THE INVESTMENTS AND SECURITIES ACT 2025 (THE “ISA”).

A COPY OF THIS RIGHTS CIRCULAR WILL BE AVAILABLE ON UNITED BANK FOR AFRICA PLC’S WEBSITE: WWW.UBAGROUP.COM FOR THE DURATION OF THE RIGHTS ISSUE. FOR INFORMATION CONCERNING CERTAIN RISK
FACTORS WHICH SHOULD BE CONSIDERED BY SHAREHOLDERS, SEE “RISK FACTORS” ON PAGES 27 TO 29.”

UNITED BANK FOR AFRICA PLC

RC 2457

RIGHTS ISSUE OF
3,156,869,665 Ordinary Shares of 50 kobo each at

N50.00 per Share

On the basis of 1 new Ordinary Share

for every 13 Ordinary Shares held as at the close of business on July 16, 2025

Under the N400 Billion Equity Shelf Programme

Payable in full on Acceptance

ACCEPTANCE LIST OPENS: JULY 30, 2025

ACCEPTANCE LIST CLOSES: SEPTEMBER 05, 2025

The rights being offered in this Rights Circular are tradable on the floor of the Nigerian Exchange Limited
for the duration of the acceptance period of the Issue.

Lead Issuing House Joint Issuing Houses

RC 444999 RC 739441

THIS RIGHTS CIRCULAR AND THE SECURITIES WHICH IT OFFERS HAVE BEEN CLEARED AND REGISTERED BY THE SECURITIES AND EXCHANGE COMMISSION. THE ISA PROVIDES FOR CIVIL AND CRIMINAL LIABILITIES FOR THE
ISSUE OF A RIGHTS CIRCULAR WHICH CONTAINS FALSE OR MISLEADING INFORMATION. THE CLEARANCE AND REGISTRATION OF THIS RIGHTS CIRCULAR AND THE SECURITIES WHICH IT OFFERS DO NOT RELIEVE THE PARTIES
OF ANY LIABILITY ARISING UNDER THE ISA FOR FALSE AND MISLEADING STATEMENTS OR FOR ANY OMISSION OF A MATERIAL FACT IN THIS RIGHTS CIRCULAR. SHAREHOLDERS MAY CONFIRM THE CLEARANCE OF THIS
RIGHTS CIRCULAR AND THE REGISTRATION OF THE SECURITIES IT OFFERS WITH THE SECURITIES AND EXCHANGE COMMISSION BY CONTACTING THE COMMISSION ON [email protected] OR +234 (0)9 462 1100; +234 (0)9
462 1168.

This Rights Circular is dated July 29, 2025

1
CONTENTS

IMPORTANT NOTICE ................................................................................................................................................... 4

DEFINITIONS ................................................................................................................................................................. 5
CORPORATE DIRECTORY ........................................................................................................................................... 9
DIRECTORS, BOARD COMMITTEES, COMPANY SECRETARY AND PARTIES TO THE OFFER ................................. 11
ABRIDGED INDICATIVE TIMELINE ............................................................................................................................. 15
THE RIGHTS ISSUE ....................................................................................................................................................... 16
GROUP CHAIRMAN’S LETTER ................................................................................................................................... 22
RISK FACTORS ........................................................................................................................................................... 22
OVERVIEW OF UNITED BANK FOR AFRICA PLC ..................................................................................................... 30
Historical Overview .............................................................................................................................................. 30
Business Overview ................................................................................................................................................ 30
Group Structure ................................................................................................................................................... 31
Business Description ............................................................................................................................................. 32
Business Products ................................................................................................................................................. 32
Sustainability and CSR ......................................................................................................................................... 33
Core Strengths of the Bank................................................................................................................................. 34
Strategies and Future Plans ................................................................................................................................ 35
CONSOLIDATED FINANCIAL INFORMATION .......................................................................................................... 39
SHAREHOLDERS RESOLUTION AUTHORISING THE ISSUE ......................................................................................... 43
LETTER FROM THE DIRECTORS ON THE GOING CONCERN STATUS ...................................................................... 46
LETTER FROM THE AUDITORS ON THE GOING CONCERN STATUS ........................................................................ 52
SOLICITOR’S OPINION ON THE ISSUE ...................................................................................................................... 53
DOCUMENTS AVAILABLE FOR INSPECTION ............................................................................................................ 55
STATUTORY AND GENERAL INFORMATION ............................................................................................................ 56
Incorporation and Share Capital History .......................................................................................................... 56
Shareholding structure ........................................................................................................................................ 57
Directors’ Beneficial Interests ............................................................................................................................. 57
Off-Balance Sheet Items ..................................................................................................................................... 58
Board of Directors ................................................................................................................................................ 58
Management Team ............................................................................................................................................ 65
Claims and Litigations ......................................................................................................................................... 69
Use of Proceeds ................................................................................................................................................... 70

2
 Cost and Expenses .............................................................................................................................................. 71
Material Contracts .............................................................................................................................................. 71
Declarations ......................................................................................................................................................... 72
Relationship Between the Bank And its Advisers ............................................................................................. 72
Consents ............................................................................................................................................................... 73
PROVISIONAL ALLOTMENT LETTER ........................................................................................................................... 74
RECEIVING AGENTS .................................................................................................................................................. 76
ACCEPTANCE/RENUNCIATION FORM .................................................................................................................... 77

3
IMPORTANT NOTICE
This Rights Circular contains information about United Bank for Africa (the “Bank” or “UBA” or the “Group”)
in connection with the Rights Issue and is intended to provide information to prospective investors regarding
the Rights Issue. The Rights Issue shall be further described as “UBA Rights”. The Shelf Prospectus and the
securities offered under this Rights Circular have been cleared and registered with the Securities and
Exchange Commission (“SEC” or the “Commission”). An application has also been made to the Nigerian
Exchange Limited (“NGX”) for the admission of the shares offered through this Rights Circular. The Ordinary
Shares issued by the Issuer under this Rights Issue shall rank Pari-Passu in all respects with all other existing
Ordinary Shares issued by the Bank including the right to receive dividends or other distributions declared,
made, or paid on the shares after allotment by the Issuer.

The information contained in this Rights Circular is filed as a supplementary document to the Shelf
Prospectus originally filed on November 13, 2024, as may be amended and/ or supplemented from time to
time “Shelf Prospectus”. This Rights Circular provides additional information and updates that are pertinent
to the shareholders who are considering taking up their rights. It should be read in conjunction with the
Shelf Prospectus (as amended from time to time) and any supplement(s) to the Shelf Prospectus which may
be issued by the Issuer.

This Rights Circular may be used to offer and sell the Rights Issue only if accompanied by the Shelf
Prospectus. To the extent that there is any conflict or inconsistency between the contents of this Rights
Circular and the Shelf Prospectus, the provisions of this Rights Circular shall prevail.

Investors are advised to carefully review this Rights Circular, along with the Shelf Prospectus, to make
informed investment decisions. The Shelf Prospectus and this Rights Circular include important details about
the Bank's financial condition, risk factors, and the terms of the securities being offered.

No Person has been authorised to give any information or make any representations other than those
contained in this Rights Circular, and if given or made, such information or representations must not be
relied on as having been authorised by the Bank and/or the Issuing Houses or any of their respective
subsidiaries or affiliates.

4
DEFINITIONS

Terms Definitions

A list of Shareholders who subscribe to the Rights Issue during the

“Acceptance List”
Acceptance Period

Means the form by which the Shareholders who have taken up Rights
“Acceptance Form”
communicate their acceptance of the Rights.

The period between the date on which the Acceptance List opens
“Acceptance Period”
and the date on which the Acceptance List closes

“AGM” Annual General Meeting of the bank

This is a detailed plan outlining how new Ordinary Shares will be

“Allotment Proposal”
allocated to Existing Shareholders during the Rights Issue.

“Auditors” Ernst & Young

“Bank” or “UBA”, “UBA Plc”,

United Bank for Africa Plc
or “Issuer”

“Board” The Board of Directors of UBA Plc

Banks and Other Financial Institutions Act 2020, as may be amended

“BOFIA”
from time to time

Fees payable to Receiving Agents in respect of returns bearing their

“Brokerage Commission”
stamps and duly allotted.

Any day, other than a Saturday, Sunday or a public holiday declared

“Business Day” by the FGN, on which banks are open for general banking business in
Nigeria

“CAC” Corporate Affairs Commission

“CAMA” Companies and Allied Matters Act, No.3 of 2020 (as amended)

“CBN” Central Bank of Nigeria

“CHN” Clearing House Number

Central Securities Clearing System, the securities depository operated

“CSCS”
by Central Securities Clearing Systems Plc

5
 The daily official List of the NGX, containing information about all equity
“Daily Official List”
and debt securities quoted on the floor of the NGX

A formal statement by the Bank affirming that it has adhered to all

“Declaration of
relevant regulations, legal requirements, and procedural standards in
Compliance”
the Rights Issue process

The members of the Board of Directors of UBA who, at the date of this
“Directors” Rights Circular, are those persons whose names are set out on pages
11 to12 of this Rights Circular.

The capital raise programme of the Bank to attract fresh capital

injection of up to ₦400 billion (Four Hundred Billion Naira) over its 3-year
validity period, from existing and new investors.
“Equity Shelf Programme” or
This Programme is registered with the Commission as of 13th November
“Programme”
2024 and the shares issued under the Programme will be of such
number of ordinary shares as may be required at a pricing that the
Board determines, such as in this Rights Circular.

Shareholders of the Bank as at the close of business on the Qualification

“Existing Shareholders” or
Date
“Shareholders”

“FGN” Federal Government of Nigeria

“FRCN Act” Financial Reporting Council of Nigeria Act, 2011 (as amended in 2023)

“FVOCI” Fair Value through Other Comprehensive Income

“FVTPL” Fair Value through Profit or Loss

“GDP” Gross Domestic Product

“IFRS” International Financial Reporting Standards

“ISA” Investment and Securities Act (No. 2 of 2025)

“Issue Price” N50.00

Vetiva Advisory Services Limited, United Capital Plc and CardinalStone

“Issuing Houses”
Partners Limited

“Management” Management of UBA Plc

“Naira” or “N” The Nigerian Naira, the official currency of Nigeria

“NEFT” National Electronic Funds Transfer

“NGX” or the “Exchange” Nigerian Exchange Limited

6
 The e-offer platform of the NGX, approved by the SEC, which provides
the Shareholders with electronic access for completing offer
“NGX-Invest Platform” applications and will require the completion of requisite fields to
subscribe for the Issue, in accordance with the instructions provided in
the Provisional Letter set out in pages 74 to 75 of this Rights Circular

“Nigeria” The Federal Republic of Nigeria

The span of days in which the Existing Shareholders can subscribe to

“Offer Period”
this Rights Issue, from July 30, 2025 to September 05, 2025

Issued and fully paid-up ordinary shares of 50 kobo each in the share
“Ordinary Shares”
capital of the Bank

“Pari Passu” Equally

Includes (a) an individual, and (b) a legal entity such as a partnership

“Person” (regardless of its legal status), a joint venture, a corporation, a trust, a
limited liability company, or a limited liability partnership

Specialised “entities” and/or “individuals” engaged to facilitate and

“Professional Parties”
execute this Rights Issue

July 16, 2025 being the date, an application for the registration of the
“Qualification Date”
Rights Issue was made to NGX

Institutions listed on Page 76 of this Rights Circular, authorised to receive

“Receiving Agents”
monies from the Shareholders for the Rights Issue

“Receiving Bank” Providus Bank Limited

The register maintained by the Registrar that records the names and
“Register of Members”
addresses of the Shareholders of the Bank

“Registrar” PAC Registrars & Investor Services Limited

Entitlements granted to the Existing Shareholders to purchase

“Rights” additional Ordinary Shares of the Bank at the Issue Price pursuant to
this Rights Circular.

“Rights Circular” This document which is issued in accordance with the SEC Rules

The Rights Issue by way of provisionally allotted Rights to the Existing

“Rights Issue” or the “Issue” Shareholders, of 3,156,869,665 Ordinary Shares of 50 kobo each in the
or the “Offer” Bank, on the basis of 1 new Ordinary Share for every 13 Ordinary Shares
held by them on that date.

7
 Registrar Identification Number allocated by the Registrar to
Shareholders who do not have CSCS accounts for the warehousing of
“RIN”
their shareholding in public companies as held under the Registrar’s
custody at the CSCS

“RTGS” Real Time Gross Settlement

“SEC” or the “Commission” Securities and Exchange Commission

The SEC's rules and regulations established under the ISA, which may
“SEC Rules”
be amended periodically

Official documents issued by the Bank that certify a person’s ownership

“Share Certificates” of a specified number of shares in the Bank, detailing the Shareholder's
name, the number of shares, and the Bank's details

The prospectus that the Issuer filed in accordance with SEC Rules, on
“Shelf Prospectus” the 13th of November 2024 as amended and/or supplemented from
time to time.

“Solicitors to the Issue” G. Elias

“Solicitors to the Issuer” Templars

“SSIT” Staff Share Investment Trust

“Stockbroker” United Capital Securities Limited

Society for Worldwide Interbank Financial Telecommunication, a global

“SWIFT” network that facilitates secure and standardised financial transactions
between banks and other financial institutions

“USD” United States Dollars, the lawful currency of the United States of America

8
CORPORATE DIRECTORY

HEAD OFFICE

United Bank of Africa Plc

UBA House
57, Marina, Lagos
Phone: 0700-CALL-UBA
Email: [email protected]
Website: https://www.ubagroup.com/

FOREIGN OFFICES

UBA Ghana Limited UBA Cameroon (SA)

Liberia Road, Heritage Tower, Ambassadorial, 1721 Boulevard de la Liberté, Akwa, Douala, Littoral
Ridge, Accra 12345, Ghana 2088, Cameroun

UBA Cote d'Ivoire UBA Liberia Limited

Immeuble SGBCI, 11 Av. Anoma, Broad/Nelson Streets, Monrovia
Abidjan, Côte d'Ivoire. P. O. Box 4523, Monrovia, Liberia

UBA Sierra Leone Limited UBA Uganda Limited

15 Charlotte Street, Freetown, Plot 2 Jinja Road, P. O Box 7396, Kampala Uganda
Sierra Leone

UBA Burkina Faso UBA Benin

1340 Avenue Dimdolobsom, Ouagadougou Carrefour des trois Banques Avenue Pape Jean
01 BP 362 Ouagadougou 01, Burkina Faso Paul II, Cotonou, Benin

UBA Kenya Bank Limited UBA Chad (SA)

Imperial Court, 2nd Floor Westlands Road, Avenue Charles de Gaulle, BP :1148, Ndjamena
Nairobi, Kenya Tchad

UBA Senegal (SA) UBA Tanzania Limited

Route des Almadies Zone 12 Lot D Dakar 30C/ 30D Nyerere Road, Dar es Salaam, Tanzania.

UBA Gabon UBA Guinea

Vallee Sainte Marie, Boulevard Triomphal, Rue du Chateau d’Eau - Marché Niger, Kaloum
Libreville, Gabon Conakry, Guinée

UBA Congo DRC UBA Congo Brazzaville

N° 1853, Avenue de la Libération, Kinshasa 37, av William Guynet face – Rond Point City
Gombe, BP 7351, Kinshasa 1, Democratic Center, Centre-ville, Brazzaville.
Republic of the Congo

9
 UBA Mozambique UBA Mali
Av, Zedequias Manganhela, 267 Hamdallaye ACI 2000, Avenue De La Paix, Rue 360
Edifício JAT 4, Piso 7, Maputo-Mozambique Porte 385, Mali

UBA Zambia Limited UBA UK Limited

Acacia Park Stand 22768 Corner, Great 36, Queen Street London EC4R 1BN,
East/Thabo Mbeki Road Lusaka, Zambia United Kingdom

UBA America UBA France

575 5th Avenue, 32nd Floor, New York 10017, Le Belvédère, 1-7 Cours Valmy,
New York State, USA 92800 Puteaux (Paris La Défense),
France

UBA Dubai (DIFC)

321, South Tower, Emirates Financial Towers, Dubai, UAE

10
DIRECTORS, BOARD COMMITTEES, COMPANY SECRETARY AND PARTIES TO THE OFFER

BOARD OF DIRECTORS

GROUP CHAIRMAN Tony Elumelu, CFR

UBA House
57, Marina Street
Lagos

GROUP MANAGING DIRECTOR/CEO Oliver Alawuba

UBA House
57, Marina Street
Lagos

GROUP DEPUTY MANAGING DIRECTOR Olumuyiwa Ayotunde Akinyemi

UBA House
57, Marina Street
Lagos

GROUP DEPUTY MANAGING DIRECTOR, Chukwuma Emmanuel Nweke

OPERATIONS & TECHNOLOGY UBA House
57, Marina Street
Lagos

EXECUTIVE DIRECTOR/CEO, UBA AFRICA Abiola Bawuah

UBA House
57, Marina Street
Lagos

EXECUTIVE DIRECTOR/GROUP CHIEF OPERATING Alex Chinyere Alozie

OFFICER UBA House
57, Marina Street
Lagos

EXECUTIVE DIRECTOR/CEO, UBA INTERNATIONAL Adesola Adebola Yomi-Ajayi

UBA House
57, Marina Street
Lagos

EXECUTIVE DIRECTOR, FINANCE & RISK Ugochukwu Alex Nwaghodoh

MANAGEMENT UBA House
57, Marina Street
Lagos

INDEPENDENT NON-EXECUTIVE DIRECTOR Angela Aneke

UBA House
57, Marina Street

11
 Lagos

INDEPENDENT NON-EXECUTIVE DIRECTOR Aisha Hassan-Baba, OON

UBA House
57, Marina Street
Lagos

INDEPENDENT NON-EXECUTIVE DIRECTOR Henrietta Ngozi Ugboh

UBA House
57, Marina Street
Lagos

NON-EXECUTIVE DIRECTOR Emmanuel Nwabuikwu Nnorom

UBA House
57, Marina Street
Lagos

NON–EXECUTIVE DIRECTOR Angela Erelu Adebayo

UBA House
57, Marina Street
Lagos

NON-EXECUTIVE DIRECTOR Caroline Chidiebere Anyanwu

UBA House
57, Marina Street
Lagos

NON-EXECUTIVE DIRECTOR Alhaji Abdulqadir Jeli Bello (FCA)

UBA House
57, Marina Street
Lagos

BOARD AUDIT AND GOVERNANCE COMMITTEE (BAGC)

CHAIRMAN
Angela Aneke

MEMBER MEMBER
Angela Erelu Adebayo Aisha Hassan-Baba, OON

MEMBER
Mr. Abdulqadir J. Bello

BOARD CREDIT COMMITTEE

12
 CHAIRMAN
Abdulqadir Jeli Bello

MEMBER MEMBER
Angela Aneke Caroline Chidiebere Anyanwu

MEMBER
Mrs. Henrietta Ngozi Ugboh

BOARD FINANCE, OPERATIONS & TECHNOLOGY COMMITTEE

CHAIRMAN
Emmanuel Nwabuikwu Nnorom

MEMBER MEMBER
Oliver Alawuba Ugochukwu Alex Nwaghodoh

MEMBER MEMBER
Chukwuma Emmanuel Nweke Ms. Aisha Hassan-Baba, OON

MEMBER
Erelu Angela Adebayo

BOARD RISK MANAGEMENT COMMITTEE

CHAIRMAN
Caroline Chidiebere Anyanwu

MEMBER MEMBER
Emmanuel Nwabuikwu Nnorom Oliver Alawuba

MEMBER MEMBER
Mrs. Henrietta Ngozi Ugboh Ugochukwu Alex Nwaghodoh

MEMBER
Chukwuma Emmanuel Nweke

COMPANY SECRETARY

GROUP COMPANY SECRETARY

Bili Andrew Odum
UBA House
57, Marina Street
Lagos

PARTIES TO THE ISSUE

13
LEAD ISSUING HOUSE Vetiva Advisory Services Limited
Plot 266B, Kofo Abayomi Street
Victoria Island
Lagos

JOINT ISSUING HOUSES United Capital Plc

3rd Floor, Afriland Towers
97/105, Broad Street
Lagos Island
Lagos

CardinalStone Partners
5, Okotie Eboh Street Ikoyi
Lagos

SOLICITOR TO THE ISSUE G. Elias

6, Broad Street
Lagos Island
Lagos

SOLICITOR TO THE ISSUER Templars

5TH Floor, The Octagon
13a, A.J Marinho Drive
Victoria Island, Lagos

STOCKBROKER United Capital Securities Limited

3rd Floor, Afriland Towers
97/105 Broad Street
Lagos Island, Lagos

REGISTRAR PAC Registrars & Investor Services Limited

122, Bode Thomas Street,
Surulere, Lagos, Nigeria

RECEIVING BANK Providus Bank

Plot 724, Adetokunbo Ademola Street,
Victoria Island, Lagos

AUDITORS Ernst & Young

10th Floor UBA House
57 Marina Rd, Lagos

14
ABRIDGED INDICATIVE TIMELINE

DATE ACTIVITY RESPONSIBILITY

30 Jul 2025 Acceptance List opens/Trading in Rights Issue opens Issuing Houses/Stockbroker

05 Sept 2025 Acceptance List closes/Trading in Rights Issue closes Issuing Houses/Stockbroker

Receiving
19 Sept 2025 Receiving Agents forward returns Agents/Registrar/Issuing
Houses

File Allotment Proposal with CBN for capital verification

02 Oct 2025 Issuer
process and obtain “no-objection”

16 Oct 2025 File Allotment Proposal and allotment announcement

Issuing Houses
with SEC

30 Oct 2025 Receive SEC clearance of Allotment Proposal Issuing Houses

Issuing Houses/Receiving
04 Nov 2025 Disburse net proceeds of the Rights Issue to UBA
Banks

Publish allotment announcements in two (2) National

05 Nov 2025 Issuing Houses
newspapers

Issuing Houses/
12 Nov 2025 Return rejected monies/excess application monies
Registrar/Receiving Agents

14 Nov 2025 Forward declaration of compliance to NGX Issuing Houses/Stockbroker

14 Nov 2025 Credit CSCS accounts Registrar

14 Nov 2025 Listing of new Ordinary Shares on NGX Issuing Houses/Stockbroker

28 Nov 2025 Forward post-completion report to the SEC Issuing Houses

*All dates provided above are indicative only, and prepared on the assumption that certain key activities including,
but not limited to, the receipt of regulatory approvals from the SEC for the Issue will be achieved as stated, if not, then
dates surrounding key events in the timetable may be subject to adjustments without prior notice by the Issuing Houses
in consultation with the Issuer, and subject to obtaining the relevant regulatory approvals.

15
DOCUMENTS INCORPORATED BY REFERENCE
This Rights Circular should be deemed to be read and construed in conjunction with the following annual reports of
UBA comprising the consolidated and separate financial statements of UBA prepared in compliance with IFRS. These
annual reports also comply with CAMA, BOFIA, FRCN Act and other relevant CBN circulars and have previously been
published and filed with the SEC, NGX and CBN.

a) the audited financial statements of UBA for the year ended 31 December 2024.
b) the audited financial statements of UBA for the year ended 31 December 2023.
c) the audited financial statements of UBA for the year ended 31 December 2022.
d) the audited financial statements of UBA for the year ended 31 December 2021.
e) the audited financial statements of UBA for the year ended 31 December 2020.

Each document incorporated by reference is current only as of the date of such document, and the incorporation by
reference of such documents shall not create any implication that there has been no change in the affairs of UBA
since the date thereof or that the information contained.

Any statement contained in a document and incorporated by reference into this Rights Circular shall be deemed to
be modified or superseded to the extent that a statement contained in this Rights Circular modifies such earlier
statement (whether expressly, by implication or otherwise). Accordingly, any statement so modified shall not be
deemed, except as so modified, to constitute a part of this Rights Circular.

Copies of the documents incorporated by reference will be available for inspection during normal business hours on
any Business Day, from, July 30, 2025, to September 05, 2025, at the registered office of UBA and the Issuing Houses at
their respective addresses listed on pages 11 to 12 of this Rights Circular and UBA’s website at www.ubagroup.com.

16
THE RIGHTS ISSUE
A copy of this Rights Circular and the documents specified herein have been delivered to, and subsequently registered
with and approved by the SEC.

This Rights Circular is being issued in compliance with the provisions of the ISA and SEC Rules and contains particulars
in compliance with the requirements of the Commission and the Exchange, for the purpose of giving information to
Shareholders and the public with regards to the Rights Issue by the Issuing Houses. An application has been submitted
to the board of the NGX for the admission of 3,156,869,665 Ordinary Shares of 50 kobo to the Daily Official List, each
being issued via the Rights Issue.

The Directors individually and collectively accept full responsibility for the accuracy of the information contained in this
Rights Circular. The Directors have taken all reasonable care to ensure that the information contained herein is true
and accurate in all respects and confirm, having made all reasonable enquiries that to the best of their knowledge
and belief, that there are no material facts, the omission of which would make any statement herein misleading or
untrue. The Ordinary Shares to be issued by the Bank in respect of the Rights Issue will rank Pari Passu in all respects with
the existing issued Ordinary Shares of the Bank.

Lead Issuing House Joint Issuing Houses

RC 444999
RC 739441

ON BEHALF OF

RC 2457
ARE AUTHORIZED TO RECEIVE ACCEPTANCE FOR THE

RIGHTS ISSUE OF 3,156,869,665 ORDINARY SHARES OF ₦0.50 EACH AT N50.00 PER SHARE
ON THE BASIS OF 1 NEW ORDINARY SHARE FOR EVERY EXISTING 13 ORDINARY SHARES HELD AS AT CLOSE OF BUSINESS ON
July 16, 2025.
PAYABLE IN FULL ON ACCEPTANCE
THE ACCEPTANCE LIST FOR THE ORDINARY SHARES NOW BEING ISSUED WILL OPEN ON JULY 30, 2025 AND CLOSE ON
SEPTEMBER 05, 2025

Shareholders’ Equity as at December 2024 N’million

Share Capital 20,519.65
Share Premium 329,563.68
Retained earnings 1,590,115.32
Other reserves 2,045,310.23
Non-Controlling Interest 112,064.03
Total Equity 4,097,572.91
A resolution has been passed authorising an increase in the share capital of the Bank from N17099710792 to N2250000000 by the creation of up to 10,800,578,634 additional Ordinary Shares of 50 kobo each.

17
SUMMARY OF THE RIGHTS ISSUE

The following is a summary of the terms and conditions of the Rights Issue by the Bank. This summary draws
attention to the major highlights of the Rights Circular; it does not contain all the information any prospective
investor should consider in making an investment decision. The prospective investor is, therefore, advised
to read the entire Rights Circular.

Terms Description

Issuer: United Bank for Africa Plc

3,156,869,665, Ordinary Shares of 50kobo each on the basis of 1 new

The Issue: Ordinary Share for every existing 13 Ordinary Shares held at N50.00 per
share

Lead Issuing House: Vetiva Advisory Services Limited

United Capital Plc

Joint Issuing Houses:
CardinalStone Partners Limited

Stockbroker: United Capital Securities Limited

Issued and fully paid-up share 41,039,305,642 shares of 50 kobo

Share Capital:
capital each.

Now being Issued 3,156,869,665 Ordinary Shares of 50

kobo each at ₦50.00 per share.

Method of offer: By way of rights issue to Existing Shareholders

Issue Price: ₦50.00

Currency: Nigerian Naira (₦)

Gross Issue Proceeds: ₦157,843,483,250.00

Net Issue Proceeds: ₦154,737,239,906.64

The net issue proceeds of ₦154,737,239,906.64 following the deduction of

Use of Proceeds: the estimated offer costs of ₦ 3,106,243,343.36 (representing 1.97% of gross
issue proceeds), shall be applied as set out below:

18
 % of Net Time to
S/N Purpose Amount (N) Issue Completion
Proceeds
1 Expansion of 61,894,895,963 40% 12 Months
Lending Portfolio
2 Technology and 46,421,171,972 30% 48 Months
Digital
Transformation
3 Business Network 46,421,171,972 30% 48 Months
Expansion and
Upgrade
Total 154,737,239,907 100%

Further details on the use of proceeds are provided on pages 70 to 71 of this

Rights Circular

3,156,869,665 new Ordinary Shares of 1 for every 13 Ordinary Shares of

50kobo each held as at Qualification Date, for those Shareholders whose
Provisional Allotment
names appeared on the Register of Members as at the close of business on
the Qualification Date.

Payment Terms Payment in full on acceptance

All Ordinary Shares issued under this Rights Circular shall rank Pari Passu in all
Status
respects with the issued Ordinary Shares of the Bank.

Market Capitalization at Pre-Issue: N 2,051,965,282,100.00

Rights Issue Price Post-Issue (assuming full subscription): N 2,209,808,765,350.00

Offer Open Date July 30, 2025

Offer Closing Date September 05, 2025

Qualification Date July 16, 2025

Ordinary Shares that are not taken up by the closing date of the Rights Issue
will be allotted to Shareholders who apply for additional shares on a pro-
Application for Additional rata basis, i.e. all subscribers will be allotted an equal proportion of the
Shares: amount applied for, in line with SEC Rules. Accordingly, the Shareholders
who do not accept their allotment in full may have their shareholding in the
Bank diluted.

The Rights will be tradable on the NGX between July 30, 2025 and
Trading in Rights:
September 05, 2025 at the price at which the Rights are quoted on the NGX.

19
Underwriting At the instance of the Issuer, this Rights Issue is not underwritten.

UBA’s issued and paid-up shares are listed on the NGX. An application has
been made to the board of the Exchange for the admission of
Quotation
3,156,869,665 Ordinary Shares being offered by way of Rights Issue to its Daily
Official List.

Financial
FY 2024 FY 2023 FY 2022 FY 2021 FY 2020
Summary (₦' mn)
Financial Position
Total Assets 30,323,355 20,653,197 10,857,571 8,541,318 7,693,377
Total Equity 3,418,639 2,030,195 922,104 804,807 719,546
Group Financial Income Statement
Summary: Net Interest
1,530,787 707,540 379,489 316,711 259,467
Income
Profit Before
803,726 757,680 200,876 153,073 127,257
Taxation
Profit After
766,568 607,696 170,277 118,678 109,162
Taxation

Risk Factors: See “Risk Factors” on pages 27 to 29 of this Rights Circular

As of 31 Dec 2024, the Bank’s indebtedness stood at N1,223,973,000,000 in

Indebtedness: the ordinary course of business. This represents total borrowings from external
parties.

Claims and Litigations: See “Claims and Litigations” on page 69 for more details.

The CSCS accounts of Shareholders will be credited not later than 15

(Fifteen) Business Days from the date the Allotment Proposal is approved by
the SEC. Shareholders are hereby advised to indicate the names of their
respective stockbrokers, and their CHN and CSCS account numbers in the
relevant spaces provided in the Acceptance Form.

According to the SEC’s directive on the dematerialisation of Share

Certificates, Shareholders who do not have valid CHN and CSCS account
numbers will have their shares credited using a RIN.
Settlement:

A RIN is a number allocated to Shareholders who do not have valid CHN

and CSCS Numbers and is used for the purpose of warehousing their
shareholding in public companies under the Registrar’s custody at CSCS.
The allotted Ordinary Shares will be transferred to the stockbroking account
of the Shareholder once valid CHN and CSCS account numbers are
provided. Shareholders who do not have a valid CHN and CSCS account
number are advised to open a stockbroking account with a stockbroker
and obtain a valid CHN and CSCS account number from the stockbroker.

20
 This Rights Circular will be governed by and construed in accordance with
Governing law:
the laws of the Federal Republic of Nigeria.

Application for the provisional allotment of the Rights to the new Ordinary
Shares will be made exclusively through the NGX-Invest Platform during the
Offer Period.
Application:
You may also apply for additional shares over and above your provisional
allotment as described in the Provisional Allotment Letter (see Pages 74 to
75).

21
GROUP CHAIRMAN’S LETTER

22
23
24
25
26
RISK FACTORS
It is important to carefully consider the following risk factors before deciding to invest in the Bank. Potential
investors should assess these risks in addition to the information in this Rights Circular (including the
documents incorporated by reference) and their personal circumstances. This list is not exhaustive and
does not cover all possible risks associated with investing in UBA; neither is it presented in any particular
order of importance. The Bank’s performance may be influenced by changes in market and economic
conditions, as well as legal, regulatory, or tax requirements. Such changes could result in a decline in share
price, leading to partial or total loss of investment. Furthermore, there may be additional risks, either
currently unknown to the Bank or deemed insignificant, that could negatively impact the Bank’s business
and the market value of its shares in the future.

A. Business and Economic Risks:

The Bank’s financial performance is significantly influenced by general business and economic conditions
across the regions where we operate. These conditions may include these factors:

• Economic Growth and Contraction: Economic cycles impact consumer and business activities,
affecting demand for banking services.

• Consumer Saving and Spending Habits: Changes in consumer behavior influence deposit levels
and loan demand.

• Borrowing and Repayment Patterns: Variations in borrowing and repayment affect credit risk and
profitability.

• Unemployment Rates: High unemployment can lead to increased loan defaults.

• Global Economic Disparities: Different economic trajectories among countries and across
countries of operations can affect the Bank’s international operations.

• Geopolitical Uncertainty: Global tensions can disrupt markets and economic stability.

• Government Fiscal and Monetary Policies: Policies impacting interest rates and inflation directly
influence the Bank’s financial results.

• Financial Market Volatility: Market disruptions can affect asset values and capital availability.

• Supply Chain Challenges and Labor Shortages: Disruptions can impact economic activity and
business operations.

• Inflationary Pressures and Stagflation/Deflation Risks: Fluctuating inflation rates influence

purchasing power and interest rate policies.

B. Information Technology and Cyber Risks

The financial sector faces significant information and technology and cyber risks, which are further
exacerbated by geopolitical tensions and reliance on third-party service providers. Key concerns include:

• Cyberattacks and Data Breaches: The increasing sophistication of cyber threats poses significant
risks to the Bank’s operations.

27
• Cyber Extortion and Ransomware: Growing threats of ransomware attacks targeting critical systems
and data.

• Third-Party Vulnerabilities: Weaknesses in third-party service providers' security can compromise the
Bank’s systems.

• Emerging Technologies: The adoption of technologies like artificial intelligence and cloud
computing introduces new risks.

C. Geopolitical Risk and Uncertainties

UBA as a global bank, is subject to geopolitical uncertainties which may adversely affect the business
operations of the Bank. Geopolitical tensions, such as the Boko Haram insurgency, political riots, Russia-
Ukraine conflict and potential escalations in the Middle East, create significant global economic and
market uncertainties. These tensions can result in:

• Economic Volatility: Disruptions to global trade and investment flows, abrupt changes in currency,
valuation, and volatility in the money market and capital markets.

• Energy and Commodity Market Disruptions: Disruptive impact on international supply chain, volatile
pricing and increased counterparty risk in affected industries.

• Inflationary Pressures: Resulting from supply chain disruptions and market volatility which may lead
to increased cost of operation, reduced profitability, and credit risk.

• Cyberattacks: Increased risk of state-sponsored cyber threats that affect the public digital
infrastructure and information security systems used by the Bank.

• Sanctions and Trade Measures: Trade bans, embargoes, tariff increases, and quotas that negatively
impact cross-border transactions, international operations and compliance requirements.

D. Regulatory Risks

Operating in the Nigerian banking sector and other geographies means UBA is subject to a robust
regulatory framework set by the CBN and other relevant regulators in each market and the risk of being
sanctioned for non-compliance with applicable regulations. Furthermore, new and revised regulations
across UBA’s jurisdictions of operations require increased compliance efforts. This includes regulatory
reforms related to:

• Regulatory Capital: Increase in the minimum requirements for capital reserves, quantity and quality
of capital, as well as capital adequacy ratio.

• Anti Money Laundering and Counter-Terrorist Financing: Enhanced requirements with respect to
customer due diligence procedures, transaction monitoring, sanctions screening, and suspicious
activity reporting.

• Consumer Protection: Stricter consumer protection requirements with respect to fair lending
practices, restriction on fees, enhanced disclosure requirements and mandatory complaint-
handling procedures

28
• Digital Data and Technology: Rapidly evolving requirements for information security, data
localisation requirements, the proliferation of data protection laws and increasingly stringent data
protection requirements.

• Climate and Sustainability Initiatives: Compliance with evolving environmental regulations and
sustainability reporting requirements.

E. Culture and Conduct Risks

The Bank’s organisational culture is driven by the core values and risk principles, and these significantly
influence the conduct of key management and employees. However, the erosion of organisational culture
and ethical lapses pose significant risks. These risks may manifest in the following ways:

• Sanctions and penalties: Financial penalties, sanctions and criminal charges may arise from
noncompliance with regulations and unethical actions

• Reputational damage: Poor organisational culture, unethical practices and the imposition of
sanctions and penalties may cause reputational damage and loss of business opportunities.

F. Digital Disruption & Innovation Risks

The rapid evolution of digital banking services and technologies introduces new strategic and operational
risks. Challenges include:

• Competition from Traditional and Non-Traditional Players: Increased competitive pressures from
fintech and big tech companies.

• Regulatory Changes: Compliance with evolving regulations governing digital services.

• Complexities of New Technologies: Managing risks associated with artificial intelligence, machine
learning, and other advanced technologies.

29
OVERVIEW OF UNITED BANK FOR AFRICA PLC

Historical Overview
UBA has over seven (7) decades of experience in providing uninterrupted banking operations, dating back
to 1949 when UBA commenced business in Africa as the British and French Bank Limited (“BFB”). BFB was a
subsidiary of Banque Nationale de Crédit, Paris, which transformed its London branch into a separate
subsidiary called the British and French Bank, with shares held by Banque Nationale de Crédit and two
British investment firms, S.G. Warburg and Company and Robert Benson and Company.

In 1951, UBA was officially incorporated in Nigeria as a limited liability company, taking over the assets and
liabilities of BFB, and in 1971, UBA became the first Nigerian bank to make an initial public offering. As a true
market leader, UBA went ahead to plant its flag outside the shores of Nigeria with the establishment of a
subsidiary in London in 1971 and a branch in New York in 1984.

In 1998, UBA became the first Nigerian bank to issue global depository receipts. In yet another
groundbreaking move, UBA witnessed other groundbreaking moves as UBA merged with Standard Trust
Bank and acquired Continental Trust Bank in 2004. UBA did not rest on its laurels as it went on to acquire
Trade Bank, City Express Bank, Metropolitan Bank and African Express Bank in the following years.

Subsequently, UBA embarked on an aggressive pan-African expansion strategy between 2008 and 2011,
which saw the acquisition of majority interest in banks in Burkina Faso and the Republic of Benin and the
commencement of business operations in Kenya, Uganda, Cameroon, Cote d’Ivoire, Sierra Leone,
Mozambique, Chad, Congo Brazzaville, Congo DR, Gabon, Guinea, Senegal, Tanzania and Zambia. UBA
also opened a Paris office within this timeline in 2009.

UBA continued with its expansion with the establishment of a subsidiary in Mali in 2018. Furthermore, UBA’s
expansion went beyond Africa with the acquisition of a banking license in the United Kingdom (UK) and
the United Arab Emirates in 2018 and 2019, respectively.

Business Overview
United Bank for Africa Plc is a pan-African banking group headquartered in Lagos, Nigeria with 75 years of
operational excellence. The Bank is Africa’s global bank with over seven (7) decades in operations and is
licensed by the CBN and central banks of other jurisdictions of its operations.

The Bank’s primary strategy is to focus on the customer, and this informs its Customer First (C1st) philosophy,
which ensures that the Bank always puts its customers first. The Bank achieves this through the deployment
of three key levers – people, process, and technology – to give its customers the best offerings and services.
The Bank’s business strategy is built on being the bank of choice for individuals and businesses across the
African continent and for those who wish to do business in Africa.

UBA emphasises the core values of enterprise, execution, and excellence and aims to be the leading
financial services institution as well as the undisputed sustainable financial institution in Africa.

The Bank’s strategic goal is to be a dominant leader in all the markets and geographies where it operates
to be the payment rail for funds and trade flows into and out of Africa, and to be present in key global
financial centres to foster the African reach.

30
Operating Structure
UBA operates in 20 African countries and 4 international financial centres. Its African operations are: UBA
Ghana Limited; UBA Cameroun (SA); UBA Cote d’Ivoire; UBA Liberia Limited; UBA (SL) Limited; UBA Uganda
Limited; UBA Burkina Faso; UBA Benin; UBA Kenya Bank Limited; UBA Chad (SA); UBA Senegal (SA); UBA
Tanzania Limited; UBA Gabon; UBA Guinea (SA); UBA Congo DRC (SA); UBA Congo Brazzaville (SA); UBA
Mozambique (SA); UBA Mali; UBA Zambia Limited and UBA Plc (Nigeria). The International operations are:
UBA America, UBA UK, UBA France, and UBA United Arab Emirates. The UBA African banks are engaged in
the business of banking and provide corporate, commercial, consumer, and international banking
services, trade services, cash management, and treasury services.

UBA UK Limited is a UK bank regulated by the Prudential Regulation Authority and the Financial Conduct
Authority and received its banking license in March 2018. Prior to gaining its bank status, the company was
authorised in the UK to undertake investment business and was originally incorporated on September 25,
1995. The UK bank is primarily engaged in wholesale banking, with a focus on facilitating trade and treasury
flows between Europe and Africa. The Bank offers trade finance, corporate banking, and treasury solutions
to corporate and institutional clients. Also, the Bank operates New York and Dubai-DIFC offices to support
trade with Africa and the Americas on one hand and Africa and Asia on the other hand.

UBA Pensions Custodian Limited obtained an operating license on 20 February 2006 and commenced
operations in Nigeria on 3 May 2006. It principally operates as a custodian of pension assets, to hold and
deal in such assets as directed by the Pension Fund Administrators and in line with regulations of the
National Pension Commission in conformity with the Pensions Reforms Act 2004 and as amended in 2014.

In the same vein, below is the current operating structure of UBA Group, recently approved by the Central
Bank of Nigeria in December 2024.

31
Business Description
The Bank offers a comprehensive range of financial services tailored to meet the needs of both individuals
and businesses. With a focus on fostering growth and success, UBA provides customised solutions that
support enterprises of all sizes. The services provided include:

Personal Banking: UBA offers a variety of personal banking services designed to meet the financial needs
of individuals. Customers can choose from different types of accounts, including savings, current, and
domiciliary accounts, which enable them to manage their money efficiently and securely. UBA also
provides personal loans, mortgages, and credit cards to help individuals achieve their financial goals,
whether it is buying a home, financing education, or handling day-to-day expenses. Additionally, UBA’s
robust customer service and advisory support ensure that clients receive personalised attention and
guidance for their financial planning.

Corporate Banking: UBA’s corporate banking services are tailored to meet the complex needs of large
businesses and multinational corporations. The Bank offers a range of products, including corporate
accounts, cash management services, trade finance solutions, and treasury services. UBA helps businesses
optimise their financial operations with solutions such as working capital finance, term loans, and project
financing. The Bank's expertise in various sectors, including manufacturing, telecommunications, and
agriculture, enables it to provide industry-specific advice and financial solutions that drive growth and
efficiency for corporate clients.

Digital Banking: UBA has embraced digital transformation to provide innovative banking solutions through
its digital banking platforms. Customers can access a wide array of services via UBA’s online banking portal
and mobile app, which allow for convenient and secure transactions, account management, and bill
payments. The Bank’s digital banking services include internet banking, mobile banking, and UBA Connect,
which offers cross-border banking services across Africa. UBA's digital solutions are designed to provide
customers with a seamless and user-friendly banking experience, ensuring they can manage their finances
anytime and anywhere.

Energy Banking: UBA’s energy banking division specialises in providing financial services to the energy
sector, including oil and gas, power, and renewable energy industries. The Bank offers tailored solutions
such as project financing, asset financing, and working capital loans to support the unique requirements
of energy companies. UBA's deep understanding of the energy sector allows it to provide expert advice
and financial products that help clients navigate the complexities of the industry, manage risks, and
capitalise on opportunities for growth and expansion.

SME Banking: Recognizing the critical role of small and medium-sized enterprises (SMEs) in economic
development, UBA offers a suite of banking services designed specifically for SMEs. These services include
business accounts, SME loans, and trade finance solutions to support the financial needs of small businesses.
UBA also provides capacity-building programs and advisory services to help SMEs improve their business
operations and achieve sustainable growth. With a focus on accessibility and convenience, UBA ensures
that SMEs have the financial tools and resources they need to thrive in a competitive market.

Business Products
UBA offers a range of specialised business products designed to enhance the banking experience for
individuals and businesses alike, ensuring a seamless and efficient financial journey. These products include:

32
LEO - Chat Banking: UBA Leo is an innovative Virtual Assistant powered by Artificial Intelligence (AI) that
revolutionises customer interaction with United Bank for Africa Plc (UBA). It serves as a 24/7 virtual banker
accessible through popular messaging platforms like Facebook Messenger and WhatsApp. UBA Leo
enables customers to perform a wide range of banking transactions and inquiries in real-time, such as
checking account balances, transferring funds, paying bills, and accessing account statements. With its
intuitive interface and natural language processing capabilities, UBA Leo provides personalised banking
assistance, enhancing convenience and accessibility for customers across Africa and beyond.

Cards: UBA offers a diverse range of card products designed to cater to various financial needs and
preferences. These include debit cards and prepaid cards.

• UBA Debit Cards: These cards are linked directly to customers' bank accounts, allowing for
convenient cash withdrawals, purchases, and online transactions globally. This contains enhanced
security features such as EMV chip technology to protect against fraud.
• UBA Prepaid Cards: UBA’s prepaid cards are reloadable and offer a convenient way to manage
spending without the need for a bank account. They are ideal for travel, online shopping, and
budgeting purposes.
UBA Mobile & Internet Banking: The UBA mobile banking app provides control, support and flexibility,
offering banking and lifestyle features that allow retail customers to do all their transactions easily from their
mobile phones. Similarly, the Internet banking platform is an integrated single sign-on product suite
deployed to corporate clients for cash management and transaction banking services.

Sustainability and Corporate Social Responsibility

Sustainability

The Bank has a vision of being the leading and dominant financial service institution in Africa and is
committed to building a business that is sustainable and long-lasting by maintaining the highest standard
of governance in all its business activities and to relevant communities.

UBA understands its responsibilities are not only towards its customers and Shareholders but, more
importantly, to the communities in which it operates. This means continuously delivering value, managing
the impact on society and providing innovative solutions in these communities.

Corporate Social Responsibility

UBA Foundation: UBA is committed to being a socially responsible company and role model for all
businesses in Africa. As the corporate social responsibility arm of the UBA Group, UBA Foundation is
committed to the socio-economic betterment of the communities in which the Bank operates, focusing
on development in the areas of education, environment, economic Empowerment and special projects.
The UBA Foundation was incorporated in January 2004.

1. Education: UBA believes a highly educated and well-informed youth is critical to the future of Africa.
Quality education is, therefore, crucial in developing the human resources needed by Africa to
exploit emerging opportunities and propel the continent to higher levels of development. For this
reason, the Foundation is actively involved in facilitating educational projects and bridging the
literacy gap on a pan-African scale. This has led to the launch of the Read Africa Project which is
aimed at rekindling the dwindling reading culture amongst African youths. Conceived and
introduced in 2011 by the Foundation, the project involves the provision of recommended English
literature for junior and senior secondary school students across Africa.

33
 2. Empowerment: UBA Foundation also sponsors several skills acquisition workshops and social, tech
and agriculture entrepreneurship forums that promote innovation and advancement on the
continent. UBA Foundation also sponsors several skills-acquisition and empowerment conferences,
workshops, and seminars such as:
• Part-sponsorship of the 7th Annual Celebrations and Entrepreneurial Awards of Fate
Foundation, a private-sector-led non-profit initiative with a vision to foster the establishment
of 5,000 businesses and the creation of employment for at least 50,000 Nigerians by 2015.
• Partnership with the Initiative for Peace Empowerment and Tolerance (IPET) to hold
economic empowerment workshops and other projects involving training and equipping
traders with skills aimed at raising their standard of living.
3. Environment: In May 2008, the UBA Foundation joined a group of elite financial institutions that
signed on to the United Nations Environment Program Finance Initiative (UNEP FI) Statement.
Through this, the Bank has pledged its commitment to improving the environment and promoting
sustainable development by forging best practices throughout the industry. The Foundation
maintains three gardens across Nigeria. Apart from the aesthetic value associated with projects in
this focus area, the UBA Foundation also creates employment opportunities for thirty-six youths
every year, and this has been done for over five years.
4. Special Projects: UBA Foundation strongly believes in promoting social and economic development
in the community. Through their contributions and donations, they have embarked on various
special projects such as the donation of $14 Million towards the battle against COVID-19, donation
of Braille machines to secondary school students to improve adverse living conditions in many
communities, provision of support to the Sierra Leone government to manage the horrific mudslides
and many more. UBA Foundation’s donations are fully tax deductible.

Core Strengths of the Bank

a. Large Balance Sheet Size and Strong Liquidity

The Bank has continued to grow its asset base significantly over the years (from ₦5.6 trillion in 2019 to ₦30.3
trillion in 2024), and this enables UBA to play at the top-end of all the markets it operates in. The large size
of its balance sheet allows the Bank to finance big-ticket transactions across Africa either as a stand-alone
financier or as a lead arranger in syndication deals. The Bank has consistently played leading roles in
arranging finance for critical sectors of the African economy, including oil and gas, power,
telecommunications, and agriculture, amongst others.

b. International Presence (across and beyond Africa)

UBA has a presence in 19 African countries outside of Nigeria, and this allows the Bank to offer its products
and services to customers and businesses across national boundaries, regardless of where they decide to
travel, do business, or live within Sub-Saharan Africa. Even much so, the Bank leverages its presence in four
major international financial centres - London, New York, Dubai, and Paris, to facilitate transactions in
Africa.

UBA is the only African bank with an operational national deposit-taking license in the United States of
America (USA), providing USD clearing capabilities and facilitating trade and payments between the US
and Africa by offering foreign exchange FX solutions and pricing for various African currencies to US
corporates in the USA, and financial institutions. In the other international offices, UBA is the direct conduit
for the Nigerian trade sector, supporting the growth in international trade. The Bank also acts as a bridge,
optimising trade across Africa, the UK and Europe and the Middle East, providing lending solutions,

34
promoting correspondent banking and encouraging an influx of investors from Europe to Africa and from
Africa to Europe.

UBA’s geographical diversification immunizes its business and earnings from single geography challenges.

c. Strong Earnings & Healthy Credit Profile

The Bank’s earnings profile has an optimal quality mix as it is well-diversified – non-interest income and
interest income contributed 26% and 74% to the gross earnings as of FY2024, respectively. This is possible
through the banking solutions and operational reach of the Bank. Fee income (92%: FY2024 y-o-y growth)
has continued to improve in performance, together with the interest income (120%: FY2024 y-o-y growth),
as the Bank grows its risk-weighted assets.

The Bank has a healthy credit profile as defined by the assigned international ratings which ranks with
Nigeria Sovereign’s ratings, such as follows.

- GCR Ratings: National (AA+ for Long-term), National (A1+ for short-term) and International (B for Long-
term) as at 31 November, 2024
- Fitch Ratings: National (A+ for Long-term), National (F1+ for short-term), International (B for short-term)
and International (B- for long-term) as at 30 May, 2024
- S&P Global Ratings: National (ngA- 2 for short-term), National (ngBBB+ for long-term), International (B
for short-term) and International (B- for long-term) as at 15 August, 2024

d. Multicultural and Multilingual Staff

UBA enjoys the distinct advantage of having a multilingual and multicultural operation, with a staff base of
over 25,000 (twenty-five thousand), fluent in the 3 (three) major global languages, namely, English, French
and Portuguese. Therefore, UBA’s customers are never at a loss with their transactions in the Bank, no matter
the language they decide to communicate in.

e. Diverse Customer Base and Diversified Channels

UBA serves a diverse range of customers across different nationalities, cultures and languages, cutting
across all strata of businesses and persons. The Bank serves over 45 million customers on 4 (four) continents
and in 24 (twenty-four) countries through multiple channels and even more importantly, over 1,000 business
locations. This diverse customer base makes it possible to provide lending solutions across different sectors,
supporting them with other banking services while aiming to have quality risk-weighted assets from regions
of operations, thereby improving the earnings profile.

The Bank supports leading corporates, as well as small business owners, high-net-worth individuals (HNIs),
and retail customers. Banking services are adopted using diverse channels which are not limited to UBA
Cardless Withdrawal services, UBA API Banking services, UBA Contactless Payment, UBA Leo, UBA Mobile
App, UBA *919# USSD, UBA Internet Banking, Cards and others.

Strategies and Future Plans

1. Key Enabling Strategies

Over the years, the Bank has deployed strategies to maintain industry leadership and market dominance.
The Bank’s overarching strategy is the Customer First (C1st) philosophy that has anchored other strategic
imperatives which are well defined below.

35
a. Corporate client relationship management and expansion through active engagement across their
entire value chain.

UBA strategically positions itself as a Bank of choice to support the growth of Corporates across their entire
value chain. The Bank continues to expand its corporate clientele base by establishing, nurturing and
developing relationships with corporates that exhibit strong growth prospects in the marketplace. The Bank
focuses on creating robust, sustainable, and mutually beneficial partnerships and collaborations with key
stakeholders across the corporate client’s value chain by actively engaging with the suppliers, distributors,
customers and employees to ensure a comprehensive banking solution and proposition that delivers value
for the Bank and the customers. The Bank continues to provide fit-for-purpose banking services to corporate
clients through the deployment of corporate solutions and Value-Added Services (VAS) that are integrated
into the daily operations of the corporates, hence making banking easier, stress-free and convenient for
the corporates, and enhancing their overall banking experience with the Bank.

b. Superior service delivery and experience across all service touchpoints

The Bank’s desire is to achieve a Top 2 ranking in customer experience across all the customer segments in
all countries of presence via relevant industry ranking on customer service/customer experience. To make
this happen, the Bank drives enhanced and extended customer experience in the branches and all service
delivery touchpoints, channels and platforms, in addition to pursuing the realisation of the “No transaction
must fail” promise across the Bank’s service delivery channels, platforms and touchpoints.

Hence, the Bank is committed to its ongoing effort to improve service delivery to every customer segment
especially as it relates to leveraging technology to create convenient, easy-to-use, and affordable access
to banking products and services, channels, and platforms, and so on, to optimise operations, maximise
efficiency and improve customer service delivery. The Bank continues to overhaul and upgrade its
technological infrastructure to deliver an improved experience to customers.

The Bank understands that exceptional service delivery to customers in a very cost-effective manner is a
sure way to profitability. Therefore, the Bank will continue to make the necessary investments to make that
happen. This is in addition to expanding the Bank’s suite of products and services within each market
segment to continue to reach a wider and more diverse customer base. The Bank will continue to invest in
payment systems to make them more robust, efficient, scalable, and adaptive, thereby improving service
experience and enhancing its offerings.

c. Retail & SME customer growth and relationship optimisation leveraging the power of technology and
analytics

The Bank’s desire is to make the UBA brand known in every home across Africa. To do this, the Bank aims to
strengthen and solidify its retail banking leadership by continuing to drive retail client growth and
relationship management using technology and advanced analytics. This entails using technology to
acquire and onboard new retail customers into the Bank’s digital channels and platforms seamlessly to
enable them carry out their banking transactions with ease and in the comfort of their homes or offices.
This also entails leveraging analytics to understand customers’ buy behaviour, and preferences, to develop
and deploy propositions that match their banking needs or expectations. The Bank continues to deploy
state-of-the-art technology as well as revamp its digital/electronic banking infrastructure to deepen market
penetration and presence. This aims to make banking simple, convenient and affordable for the Bank’s
retail customers, thereby fostering stronger relationships, patronage, advocacy and loyalty.

36
Deploying a technology-enabled platform for retail customers helps the Bank to streamline banking
operations, make product and service offerings available and easily accessible to customers, grow
transaction volumes, fast-track transactions by shortening transaction processing times, offer seamless user
support and experience on an ongoing basis, reduce/optimise banking operations costs, drive operational
efficiency and enhance customer satisfaction.

2. Future Plans of the Bank

In line with the Bank’s unrelenting focus on market leadership and excellent customer experience at all
touchpoints, the Bank will continue to focus on the customer whilst leveraging the key pillars that drive its
Customer First (C1st) Philosophy – People, Process and Technology - in delivering enduring positive
experiences across all its service touchpoints – physical and digital.

The Bank desires to continue its industry leadership across multiple markets and deliver on its aspiration to
grow, sustain, and consolidate, leveraging the Bank’s strong franchise and core capacities. Therefore, as
the Bank looks forward to the future with enthusiasm, hope, and confidence, it will be guided by the
following strategic mandates and priorities:

a. Drive organic expansion and business growth in Nigeria

The Bank intends to organically expand its banking business and propositions in Nigeria to satisfy identified
market opportunities. Accordingly, the Bank plans to strengthen its capital base to meet the new
capitalisation directive by the Central Bank of Nigeria. This will boost the Bank’s ability to provide funding
and other strategic support to customers across the various market segments – Retail, SME, and
Commercial Banking businesses. Where appropriate, the Bank will increase its branch network to harness
emerging opportunities across the commercial centres in Nigeria. When successfully executed, the Bank
will be able to achieve its long-term strategy of becoming the undisputed leading and dominant financial
services institution in Africa, with greater emphasis on Nigeria.

b. Investment in Technology and Digital Infrastructure

The Bank intends to make substantial investments in technology – ICT, digital, data, and analytics to enable
it to deliver enhanced customer experience and optimise operational efficiency across the Group. It will
strengthen/improve the digitization of its processes for strategic agility and market responsiveness. The Bank
will carry out a comprehensive review and alignment of its IT infrastructure across the Group to streamline
processes, reduce/eliminate redundancies, and foster improved coordination and synchronization
amongst the various entities, thereby leading to improved service delivery and customer satisfaction.

The Bank will strengthen collaboration and partnership with TELCOs and FinTechs to drive technology-
enabled initiatives across Africa that will improve intra-trade, remittances, and payments across Africa. By
so doing, the Bank will provide the enabling environment to empower businesses, enhance cross-border
transactions, and drive regional economic growth and integration. And this will position the Bank to
become the undisputed leading and dominant financial services institution in Africa supporting regional
development, growth and prosperity.

The Bank plans to broaden its payment capabilities to enable it to transform the way merchants collect
payments by offering solutions that offer seamless, secure and user-friendly ways of managing and
consummating transactions. This will also entail optimising partnerships with FinTechs to drive digital
transformation, achieve broader banking penetration, and grow revenues from transaction banking and
remittance activities.

37
c. International market expansion and enhancement of operational licenses

UBA already has a presence in key global financial hubs – UK, USA, France and UAE where it supports
clients’ trade activities and international operations. The Bank plans to strengthen its investments in these
markets, and, as appropriate, upgrade its operating license to enable it to offer enhanced products and
services to the customers – bank and non-bank customers.

The Bank is currently operational in nineteen (19) African countries outside of Nigeria. It plans to increase
the Bank’s footprint in these markets by establishing additional branches to enable it to further harness the
business growth and value-adding opportunities available in these markets. With the Bank’s expertise and
robust relationship management in these markets, it is well-poised and positioned to continue to support
local businesses and foster economic development. By so doing, the Bank is not only expanding its
geographical reach, but is also playing a strategic and pivotal role in the economic transformation of
Africa as a continent.

38
CONSOLIDATED FINANCIAL INFORMATION

Income Statement FY 2020 FY 2021 FY 2022 FY 2023 FY 2024

N’ million

Interest income 427,862 474,262 557,152 1,075,347 2,370,037

Interest income on amortised cost and

422,655 473,909 556,737 1,073,246 2,295,890
FVOCI securities
Interest income on at FVTPL securities 5,207 353 415 2,101 74,147

Interest expense (168,395) (157,551) (177,663) (367,807) (839,250)

Net Interest income 259,467 316,711 379,489 707,540 1,530,787

Net impairment charge for credit losses on
(22,443) (9,851) (19,671) (144,049) (216,967)
loans
Net impairment write back / (charge) on
(4,566) (3,012) (22,297) (63,152) (17,553)
other financial assets
Modification (loss)/gain on purchased or
- - - - (19,045)
originated credit impaired
Net interest income after impairment
232,458 303,848 337,521 500,339 1,277,222
charges
Fee and commission income 126,943 158,648 210,522 307,313 589,001

Fee and commission expense (44,335) (57,746) (82,577) (118,254) (233,998)

Net fee and commission income 82,608 100,902 127,945 189,059 355,003
Net trading and foreign exchange
54,847 16,385 72,150 659,257 181,762
income
Other operating income 6,120 8,996 13,040 33,469 46,080

Net monetary loss on hyperinflation - - - (32,804) (10,163)

Employee benefit expenses (87,545) (93,244) (113,988) (182,812) (314,660)

Depreciation and amortisation (20,005) (22,700) (26,218) (36,596) (48,608)

Other operating expenses (142,297) (163,042) (209,885) (372,801) (682,910)

Share of profit of equity accounted
1,071 1,928 311 - -
investee
Profit before income tax 127,257 153,073 200,876 757,680 803,726

Income tax (18,095) (34,395) (30,599) (149,984) (37,158)

Profit for the year 109,162 118,678 170,277 607,696 766,568

Exchange difference on translation of

37,926 1,683 (1,950) 435,862 590,050
foreign operations
Net change in fair value during the year 5,102 (22,999) (23,196) (132,984) (161,817)

Net amount transferred to profit or loss (10,577) (1,677) (1,299) (1,006) (2,033)
Fair value changes on equity investments
10,875 8,386 6,659 162,804 241,818
designated at FVOCI
Other comprehensive income for the year
43,326 (14,607) (19,786) 548,274 768,935
net of tax
Total Comprehensive Income for the year 152,488 104,071 150,491 1,155,971 1,535,503

39
Statement of Financial Position FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
N’ million
ASSETS
Cash and bank balances 1,874,618 1,818,784 2,553,629 6,069,496 8,163,668
Financial assets at fair value through profit or
214,400 13,096 14,963 33,849 100,687
loss
Assets under Management - - 12,923 14,026 15,175
Derivative assets 53,148 33,340 39,830 498,824 188,583
Loans and advances to the banks 77,419 153,897 303,249 320,732 556,072
Loans and advances to customers 2,554,975 2,680,667 3,136,879 5,228,849 6,954,545
Investment securities
-At fair value through other comprehensive
1,421,527 993,791 2,193,253 3,093,037 4,942,106
income
- At amortised costs 1,159,264 2,341,839 1,987,438 4,314,957 7,592,399
Other assets 110,829 149,154 254,704 758,683 1,186,262

Investments in equity - accounted investee 4,504 8,945 - - -

Property and equipment 153,191 178,117 208,039 267,148 416,623

Intangible assets 28,900 30,450 33,468 43,855 66,864
Deferred tax assets 40,602 43,329 23,603 9,741 140,371

Asset classified as Held for sale - 95,909 95,593 - -

TOTAL ASSETS 7,693,377 8,541,318 10,857,571 20,653,197 30,323,355

LIABILITIES
Derivative liabilities 508 98 79 1,885 33,849
Deposits from banks 418,157 654,211 1,170,238 2,464,444 2,756,472

Deposits from customers 5,676,011 6,369,189 7,824,892 14,891,277 21,894,689

Other liabilities 157,826 216,209 383,283 313,181 680,313

Current income tax liabilities 9,982 21,415 20,281 42,671 138,983

Borrowings 694,355 455,772 535,735 858,739 1,394,796

Subordinated liabilities - - - -
Deferred tax liabilities 16,992 19,617 959 50,805 5,614
TOTAL LIABILITIES 6,973,831 7,736,511 9,935,467 18,623,002 26,904,716

EQUITY
Share Capital and Share Premium 115,815 115,815 115,815 115,815 115,815
Reserves 575,836 660,359 771,482 1,846,347 3,200,150

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF

691,651 776,174 887,297 1,962,162 3,316,565
THE BANK
Non-Controlling interests 27,895 28,633 34,807 68,033 102,074
TOTAL EQUITY 719,546 804,807 922,104 2,030,195 3,418,639
TOTAL LIABILITIES AND EQUITY 7,693,377 8,541,318 10,857,571 20,653,197 30,323,355

40
Cashflow Statement FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
N’ million

Cash flows from operating activities

Profit before tax 127,257 153,073 200,876 757,680 803,726

Adjustments for:

Depreciation of property and equipment 14,970 14,913 17,717 23,795 32,382

Amortization of intangible assets 2,972 4,283 4,881 5,422 7,733

Depreciation of right -of-use-assets 2,063 3,504 3,620 7,379 8,493

Impairment charge on loans to customers 19,366 9,901 23,348 153,764 246,890

Impairment charge on investment securities 385 784 17,979 25,438 (1,189)

Impairment charge on off-balance sheet items 1,598 3,520 1,232 17 (240)

Impairment charge on loans to banks 49 645 (1) 148 11,703

Impairment charge on placements - - - 1,495 (596)

Write-off of loans and advances 6,152 4,653 4,874 6,028 13,015

Impairment charge on other assets 2,583 (1,292) 3,086 36,202 19,578

Net fair value gain on derivative financial instruments (5,361) 19,398 (6,509) (457,188) 342,205

Foreign currency revaluation gain (6,174) 2,031 (5,743) (26,582) (293,085)

Dividend income (2,943) (3,352) (4,042) (19,260) (16,884)

Net (gain)/loss on disposal of property and equipment 163 (1,992) (21) (121) (107)

Write-off of property and equipment & Intangible assets 37 231 974 1,633 798
Net amount transferred to the profit or loss (10,577) (1,660) (1,299) (1,006) (2,033)

Net interest income (259,467) (316,711) (379,489) (707,540) (1,530,787)

Net monetary loss on hyperinflation - - - 32,804 10,163

Share of profit of equity-accounted investee (1,071) (1,928) (311) - -

(107,998) (109,999) (118,828) (160,461) (348,253)

Changes in operating assets and liabilities

Change in financial assets at FVTPL (54,984) 126,093 (1,796) (19,162) (66,998)

Change in cash reserve balance with CBN (271,780) 134,019 (313,294) (1,403,400) (1,243,390)

Change in loans and advances to banks 30,729 (76,245) (150,017) (7,495) (249,310)

Change in loans and advances to customers (519,039) (230,744) (470,988) (2,227,482) (1,873,693)
Change in other assets 71,724 (15,722) (67,352) (1,635,543) (302,659)

Change in deposits from banks 151,087 235,010 514,403 1,286,331 291,637

Change in deposits from customers 1,843,127 683,846 1,444,520 6,967,027 6,909,369

Change in placement with banks (28,515) (11,059) 51,687 (141,808) (146,696)

Change in other liabilities and provisions 49,127 47,759 142,239 (83,343) 348,642
Interest received 427,862 462,176 527,522 1,046,796 2,214,758

Interest paid on deposits from banks and customers (119,868) (113,964) (128,715) (191,305) (558,808)

Income tax paid (14,688) (23,064) (31,733) (80,166) (122,770)

Net cash generated from operating activities 1,456,784 1,108,106 1,397,649 3,317,755 4,851,847

41
Cashflow Statement (Cont’d) FY 2020 FY 2021 FY 2022 FY 2023 FY 2024

N’ million

Cash flows from investing activities

Proceeds from sale/redemption of investment
3,543,327 7,126,249 7,988,172 3,798,381 3,523,881
securities
Purchase of investment securities (4,597,748) (7,890,948) (8,847,721) (6,964,265) (8,410,568)

Purchase of property and equipment (33,426) (35,351) (40,364) (36,797) (102,998)

Prepaid Lease Payment (7,759) (2,065) (10,063) (5,301) (49,905)

Purchase of intangible assets (14,933) (5,366) (3,408) (2,782) (19,685)

Additional investment in subsidiaries - - - - -

Subscription for Investment in African Subsidiaries - - - - -

Cash acquired from business combinations - - 17,973 - -

Proceeds from disposal of property and equipment 1,040 8,093 594 2,171 6,695

Proceeds from disposal of intangible assets 379 6 708 231 1,514

Dividend received 2,943 2,996 2,177 10,670 25,830

Net cash used in investing activities (1,106,177) (796,386) 891,933 (3,197,692) (5,025,237)

Cash flows from financing activities

Interest paid on borrowings (58,580) (34,805) (26,582) (52,568) (133,331)

Proceeds from borrowings 487,475 280,752 219,845 345,079 825,607

Repayment of borrowings (582,713) (543,972) (182,955) (484,412) (934,045)

Payments of principal on leases (495) (1,340) (4,914) (10,514) (8,170)
Payments of interest on leases (227) (398) (466) (392) (295)

Repayment of Subordinated liabilities (30,058) - - - -

Dividend paid to shareholders (33,173) (18,810) (36,346) (47,879) (147,058)

Net cash used in financing activities (217,772) (318,572) (31,418) (250,687) (397,291)

(Decrease)/Increase in cash and cash equivalents 132,835 (6,852) 474,298 (130,624) (570,681)
Effects of exchange rate changes on cash and cash
102,288 (1,832) 323 2,097,310 1,279,989
equivalents
Cash and cash equivalents at beginning of year 559,471 794,594 785,910 1,260,532 3,227,218

Cash and cash equivalents at end of year 794,594 785,910 1,250,532 3,227,218 3,936,525

42
SHAREHOLDERS RESOLUTION AUTHORISING THE RIGHTS ISSUE

43
44
45
BOARD RESOLUTION AUTHORISING THE RIGHTS ISSUE

46
47
48
49
LETTER FROM THE DIRECTORS ON THE GOING CONCERN STATUS

50
51
LETTER FROM THE AUDITORS ON THE GOING CONCERN STATUS

52
SOLICITOR’S OPINION ON THE ISSUE

Yes

53
54
DOCUMENTS AVAILABLE FOR INSPECTION
The following are the relevant documents for the Rights Issue.

1. Certificate of Incorporation of the Bank;

2. Certified True Copy of the Certificate of Increase in Share Capital;
3. Memorandum and Articles of Association of the Bank;
4. Audited Financial Statement of the Group for the years 2020, 2021, 2022, 2023 and 2024;
5. H1 2025 Management Account;
6. The Shelf Prospectus in respect of the Issue;
7. The Rights Circular issued in respect of the Issue;
8. Copy of Board resolution authorising the Issue;
9. Copy of the Shareholders’ resolution authorising the Issue;
10. Letters of Consent of all the Professional Parties to the Issue;
11. No Objection Letter from the CBN;
12. Material Contracts – Vending Agreement dated July 29, 2025, between UBA, Vetiva Advisory
Services Limited United Capital Plc, and CardinalStone Parners Limited
13. Schedule of Claims and Litigations referred to at Page 69;
14. The Letter of approval from the SEC approving the Issue; and
15. The Letter of approval from the NGX.

Copies of these documents may be inspected at the Head Office of the Bank at 57 Marina Road, Lagos
Island, Lagos, and the office of the Lead Issuing House, Vetiva Advisory Services Limited – Plot 266B, Kofo
Abayomi Street, Victoria Island, Lagos.

55
STATUTORY AND GENERAL INFORMATION

Incorporation and Share Capital History

UBA is a leading bank in Nigeria and Africa with widespread operations in France, the United Kingdom, the
United Arab Emirates and the United States of America. The Bank was incorporated on 22 April, 1951 to
take over the business of British and French Bank Limited. The Bank subsequently listed its shares on the
Nigerian Stock Exchange in 1970 and became the first Nigerian bank to undertake an Initial Public Offer.

The issued share capital as of the date of this Rights Circular amounted to ₦20,519,652,820 of 41,039,305,640
shares of 50 kobo each, all of which have been issued and fully paid for. The shares are listed on the
premium board of the Nigerian Exchange Limited (NGX) for trading.

As of May 24, 2024, the total share capital was increased to ₦22,500,000,000 (Twenty-Two Billion Five
Hundred Million Naira) by creating an additional 10,800,578,416 shares of 50 kobo each to accommodate
the share issuance under the Equity Shelf Programme.

The share capital history of the Bank is summarised below:

Issued & Fully

Authorised Share
Date Paid Share Issued Shares Considerations
Capital (N)
Capital (N)

01 August 2005 6,000,000,000 3,236,000,000 6,472,000,000 Bonus (1:5)

22 February 2007 6,000,000,000 4,236,000,000 8,472,000,000 Bonus (1:5)

04 May 2007 6,000,000,000 4,290,214,286 8,580,428,572 Foreign Loan Stock Conversion

25 September 2007 6,000,000,000 5,645,139,990 11,290,279,980 Cash (right and public offering)

18 January 2008 7,500,000,000 5,645,139,990 11,290,279,980

18 June 2008 12,500,000,000 8,622,584,985 17,245,169,970 Bonus (1:2) – Interim

05 January 2009 12,500,000,000 10,778,231,231 21,556,462,262 Bonus (1:4) – Final

02 October 2009 17,500,000,000 10,778,231,231 21,556,462,462

13 May 2010 17,500,000,000 12,933,877,477 25,867,754,954 Bonus (1:5) – Final

13 May 2011 17,500,000,000 16,167,346,850 32,334,693,700 Bonus (1:4) – Final

18 May 2012 22,500,000,000 16,490,693,782 32,981,387,564 Bonus (1:50) – Final

01 July 2015 22,500,000,000 18,139,763,161 36,279,526,322 Rights Issue

12 October 2017 22,500,000,000 17,099,710,683 34,199,421,366 Cancellation of SSIT Shares

Cancellation of Unissued shares

07 April 2022 17,099,710,683 17,099,710,683 34,199,421,366
in line with CAMA

24 May 2024 22,500,000,000 - -

23 May 2025 22,500,000,000 20,519,652,820 41,039,305,640 Rights Issue

56
Shareholding structure
As at 31st May 2025, the Bank’s Issued share capital of 41,039,305,640 ordinary shares of 50k each, are
analysed below:

Headline Shareholders Holdings

Cumulative Aggregate Cumulative Aggregate
Range Count Count
Count Holdings Holdings Holdings (%)
1 – 1,000 46,452 46,452 16 18,665,274 18,665,274 0.05
1,001 – 5,000 124,115 170,567 42 310,064,789 328,730,063 0.76
5,001 – 10,000 45,853 216,420 16 315,202,488 643,932,551 0.77
10,001 – 50,000 55,634 272,054 19 1,166,755,544 1,810,688,095 2.84
50,001 – 100,000 11,100 283,154 4 755,763,873 2,566,451,968 1.84
100,001 – 500,000 9,518 292,672 3 1,960,178,386 4,526,630,354 4.78
500,001 – 1,000,000 1,423 294,095 0 994,779,760 5,521,410,114 2.42
1,000,001 – 5,000,000 1,336 295,431 0 2,644,098,999 8,165,509,113 6.44
5,000,001 – 10,000,000 178 295,609 0 1,228,008,170 9,393,517,283 2.99
10,000,001 – 50,000,000 164 295,773 0 3,440,658,015 12,834,175,298 8.38
50,000,0001 – 100,000,000 25 295,798 0 1,797,493,618 14,631,668,916 4.38
100,000,001 – 500,000,000 39 295,837 0 10,193,259,262 24,824,928,178 24.84
500,000,001 – 1,000,000,000 10 295,847 0 6,095,121,864 30,920,050,042 14.85
1,000,000,001 and above 6 295,853 0 10,119,255,598 41,039,305,640 24.66
TOTAL 295,853 100 41,039,305,640 100.00

According to the Register of Shareholders as of July 16, 2025 no shareholder held more than 5% of the
share capital of the Bank except the following:

Range Holdings Percentage Holdings

Heirs Holdings Limited 2,115,222,826 5.15

Directors’ Beneficial Interests

The interest of the Directors (direct and indirect) in the issued share capital of the Bank as recorded in the
Register of Directors’ interest or as notified by them for the purpose of Section 275 and 276 of CAMA as of
July 16, 2025 are as follows:

As at 16 July, 2025
% Direct % Indirect
Name Direct holdings Indirect holdings
holdings holdings
Mr. Tony Elumelu 1,501,821,637 3.66 3,558,643,417 8.67
Mr. Oliver Alawuba 121,362,079 0.30 - -
Mr. Olumuyiwa Ayotunde Akinyemi 70,988,692 0.17 - -
Mr. Chukwuma Emmanuel Nweke 2,004,032 0.00 - -

57
Mrs. Abiola Bawuah 7,287,888 0.02 - -
Mr. Alex Chinyere Alozie 40,316,261 0.10 - -
Adesola Adebola Yomi-Ajayi 3,504,442 0.01 - -
Mr. Ugochukwu Alex Nwaghodoh 76,472,481 0.19 - -
Mrs. Angela Aneke 3,493,167 0.01 - -
Mrs. Aisha Hassan-Baba OON 2,092,289 0.01 - -
Mr. Emmanuel Nwabuikwu Nnorom 85,278 0.00 33,867,889 0.08
Angela Erelu Adebayo 163,803 0.00 - -
Mr. Abdulqadir Jeli Bello 3,980,403 0.01 - -
Mrs. Caroline Chidiebere Anyanwu 2,643,268 0.01 - -
Henrietta Ngozi Ugboh 500,133 0.00 - -

Details of Indirect holdings

%Percentage
Name of Director Company Indirect Holdings
Holdings
HH Capital Limited 1,184,447,676 2.89
Mr. Tony Elumelu Heirs Holdings Limited 2,115,222,826 5.15
Heirs Alliance Limited 258,972,915 0.63
Mr. Emmanuel Nwabiukwu Nnorom Vine Foods Limited 33,867,889 0.08
Total 3,592,511,306 8.75

Off-Balance Sheet Items

In the normal course of business, the Bank is a party to financial instruments which carry off-balance sheet
risk. The off-balance sheet items subject to impairment assessment include financial guarantees and
undrawn loan commitments. The contractual amounts of the off-balance sheet items as at December 2024
are:

S/N Description Amount (₦’m) Share (%)

1 Performance Bonds and guarantees 873,231 89

2 Letters of Credit 105,621 11

Total 978,852 100

Board of Directors
The Board comprises the group chairman and fourteen directors. The board is responsible for formulating
policies and making executive decisions for the management and operations of UBA, in alignment with
the Bank's strategic objectives.

a) TONY ELUMELU, CFR – GROUP CHAIRMAN

Tony Elumelu is an African leading investor and philanthropist. He is the Founder and Chairman of
Heirs Holdings, his family-owned investment company committed to improving lives and

58
 transforming Africa, through long-term investments in strategic sectors of the African economy,
including financial services, hospitality, power, energy, technology and healthcare.

Tony is the Chairman of the pan-African financial services group, UBA, which operates in 20
countries across Africa, the United Kingdom, France, and the UAE; and is the only African bank with
a commercial deposit-taking presence in the United States. UBA provides corporate, commercial,
SME, and consumer banking services globally to over 35 million customers. He also chairs Nigeria’s
largest quoted conglomerate, Transcorp, whose subsidiaries include Transcorp Power, one of
Nigeria's leading electricity producers, and Transcorp Hotels Plc, Nigeria’s foremost hospitality
brand.

Tony is the most prominent champion of entrepreneurship in Africa. In 2010, he created The Tony
Elumelu Foundation (TEF), the leading philanthropy empowering a new generation of African
entrepreneurs, catalysing economic growth, accelerating poverty eradication and job creation
across all 54 African countries. Since its inception, the Foundation’s flagship programme has
identified and empowered nearly 16,000 entrepreneurs and created a digital ecosystem of over
one million Africans as part of a ten-year US$100m commitment to fund, mentor, and train young
Africans.

Tony’s businesses and the Foundation are inspired by his economic philosophy of Africapitalism,
which positions the private sector, and most importantly, entrepreneurs, as the catalysts for the
social and economic development of the African continent.

In 2020, in recognition of his business leadership and economic empowerment of young African
entrepreneurs, Tony was named in the TIME100 Most Influential People in the World and recognised
with Belgium’s oldest and highest royal order. He obtained a BSc degree in Economics from Bendel
State University in 1986 and an MSc in Economics from the University of Lagos in 1988.

b) OLIVER ALAWUBA – GROUP MANAGING DIRECTOR/CEO

Oliver is a seasoned banking professional with over 25 years of experience in Corporate and
Institutional Banking, Consumer Banking, Public Sector, Retail and Commercial Banking, Project
Management, Corporate Governance, and overall bank management, where he has
demonstrated a strong passion for excellence and result-oriented leadership capability. Prior to his
current appointment as the Group Managing Director/CEO of UBA Plc, Oliver was at various times,
CEO Designate for UBA Côte d'Ivoire, CEO, UBA Ghana, Regional CEO, Anglophone Countries,
Executive Director, East Bank in Nigeria, Managing Director/CEO UBA Africa, and later Group
Deputy Managing Director/CEO, UBA Africa covering Nigeria and other 19 Subsidiaries in UBA
Africa (ex-Nigeria). He joined the former Standard Trust Bank (STB) as a pioneer staff in 1997. Over
the years, he has demonstrated a strong passion for excellence and result-oriented leadership
capabilities.

Presently, as GMD/CEO of UBA Plc, he oversees the Global Operations of UBA across Nigeria, 19
UBA African Countries, UBA America, UBA United Kingdom, UBA France, and UBA UAE. He
graduated from Imo State University, Okigwe (now Abia State University, Uturu), with a BSc in Food
Science & Technology in 1988. He also obtained an MSc in Food Technology from the University of
Lagos in 1991 and an MBA (Banking & Finance) from Ogun State University (now Olabisi Onabanjo

59
 University) in 2000. He is an alumnus of the AMP and SEP programmes of the prestigious INSEAD
Business School, France, and London Business School, respectively. He is a Fellow of the Nigeria
Institute of Management (FNIM) and an Honorary Fellow of the Chartered Institute of Bankers of
Nigeria (FCIB).

c) OLUMUYIWA AYOTUNDE AKINYEMI - GROUP DEPUTY MANAGING DIRECTOR

Muyiwa is the Deputy Group Managing Director of UBA. He oversees the Bank’s business across
Nigeria and coordinates the Corporate & Energy banking business across the Group. Prior to this,
Muyiwa who joined UBA in 2005, drove the Bank’s Corporate, Energy & Commercial Banking
business across the Group as a General Manager. He also headed the Wholesale bank, UBA Africa
between 2009 and 2015, where he was responsible for the Bank’s business activities in various
geographies across Africa with UBA presence; at a point during his work tenure across Africa, he
was the MD/CEO, UBA Kenya between 2010 and 2011 and Ag. CEO in UBA Mozambique at some
other point.

Before joining UBA, Muyiwa worked at Standard Trust Bank between 1998 and 2005, where he led
in various capacities, including Head/COO Investment Banking, Head, Energy & Telecoms Division
and Structured Finance Groups. He had previously worked at Diamond Bank between 1994 and
1998. Muyiwa Akinyemi, who is an accountant, graduated from the Obafemi Awolowo University,
Ile-Ife in 1991. He is also a member of several professional bodies, including the Institute of Chartered
Accountants of Nigeria, Chartered Institute of Bankers of Nigeria, Chartered Institute of
Stockbrokers, etc.

d) CHUKWUMA EMMANUEL NWEKE – GROUP DEPUTY MANAGING DIRECTOR

Chukwuma is a seasoned financial professional with a diverse background in accounting, finance,
and banking. He holds a Bachelor of Science degree in Accountancy, which he obtained from the
University of Nigeria in 1989 and a Master of Business Administration (MBA) in Finance and Banking,
which he also from the University of Nigeria in 1995.

Over the course of his 30-year career, Nweke has amassed a wealth of experience across various
domains within the financial sector. He has worked in roles spanning Banking Operations, Finance,
Technology, Audit, Strategy, Retail Banking, and Payments. Nweke's expertise and contributions to
the industry have been recognized through his fellowship with the Institute of Chartered
Accountants of Nigeria (ICAN) and his honorary membership in the Chartered Institute of Bankers
of Nigeria.

Prior to his current endeavors, Nweke held the position of Executive Director and Group Chief
Operating Officer at UBA Plc, where he played a key role in the company's strategic direction and
operational management. His deep understanding of the financial landscape, coupled with his
strong leadership skills, have made him a respected figure in the industry.

e) UGOCHUKWU ALEX NWAGHODOH - EXECUTIVE DIRECTOR, FINANCE & RISK MANAGEMENT

Ugo has over 28 years of multifunctional experience spanning banking, advisory and assurance
services. Prior to his current role, he was, at different times, Group Financial Controller, Group Chief
Compliance Officer, and Head – Performance Management at the UBA Group. Before joining UBA

60
 in 2004, he had training and experience with renowned firms of Deloitte and
PricewaterhouseCoopers in Nigeria and Kenya.

He has a B.Sc. in Human Nutrition from the University of Ibadan, Nigeria, and he obtained an M.Sc.
degree in Finance and Management from Cranfield University, England in 2004 and an M.Sc.
degree in Risk Management from Stern School of Business, New York, in 2021.

Ugo is a Fellow of the Institute of Chartered Accountants of Nigeria, a fellow of the Chartered
Institute of Taxation of Nigeria (CITN), an Associate member of the Chartered Institute of
Stockbrokers of Nigeria, a member Chartered Institute for Securities and Investments, United
Kingdom and an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria (CIBN).
He is also a member of the Institute of Directors of Nigeria.

f) ALEX CHINYERE ALOZIE - EXECUTIVE DIRECTOR/GROUP CHIEF OPERATING OFFICER

Alex Alozie joined UBA in 2019. He has a BSc in Economics from Abia State University, Uturu in 1997.
He holds a master’s degree in business administration from the Metropolitan School of Business,
London (United Kingdom) in 2017. He is also a product of the Columbia University Graduate School
of Business on Driving Strategic Impact. He is a Fellow of the Chartered Institute of Bankers of Nigeria,
the Nigerian Institute of Management, the Institute of Chartered Economists of Nigeria, the
Chartered Institute of Strategic Managers & Leaders, the Nigerian Institute of Credit Administrators,
the Association of Human Resources of Nigeria, London Institute of Africa chartered Economists,
and the Africa’s Chartered Economists Institute.

For his expertise and resourcefulness to the banking sector, he has been bestowed with several
coveted awards which include: CBN’s commendation for contributions to the introduction of
cashless initiative, SEC’s commendation for the role in implementing e-Dividend, CBN/NIBSS Award
as a member of the BVN Implementation Committee amongst others.

He has served on the CBN Committee on the introduction of cashless policy in Nigeria, the
CBN/NIBSS Committee on the Implementation of BVN, the CBN/SEC Committee on e-Dividend
Mandate and CBN Committee on Shared Services, etc. He has held several positions across
different banks prior to joining UBA.

g) ADESOLA ADEBOLA YOMI-AJAYI - EXECUTIVE DIRECTOR/CEO, UBA INTERNATIONAL

Adesola Adebola Yomi-Ajayi is a highly experienced banker with over 28 years of banking
experience, managing Corporate and Institutional relationships with significant experience
managing international banking, regulatory engagement, structured funding, risk management,
financial inclusion, transaction banking, correspondent banking, treasury, and operations.

As the Executive Director for International Banking and the CEO of UBA America, Sola Yomi-Ajayi is
responsible for strategy formulation as well as oversight for UBA Group’s International business
operations in America, Grand Cayman Islands, UK, France, and Dubai-DIFC. She is also responsible
for the strategic oversight of the Group’s Diplomatic, Multilateral, and Development Organization
portfolios and she leads the respective teams in the execution of the corporate strategy and
delivery of unique best-in-class financial solutions to UBA’s customers across four continents.

61
 Sola earned a Bachelor of Arts degree from Obafemi Awolowo University, Ile-Ife, Nigeria in 1993,
and an MBA from the Aberdeen Business School, Robert Gordon University (UK) in 2008. Additionally,
she has undertaken Executive Leadership education at Harvard Business School and Judge Business
School, University of Cambridge. She is a Fellow of the Chartered Management Institute, UK, and a
member of the Board of Trustees for the US-based Institute of International Banking.

h) ABIOLA BAWUAH – EXECUTIVE DIRECTOR/CEO, UBA AFRICA

Abiola Bawuah is the first-ever female CEO of UBA Africa. Previously, she was the Regional CEO, of
West Africa, supervising UBA’s operations in nine subsidiaries including Benin, Burkina Faso, Cote
d’Ivoire, Ghana, Guinea, Liberia, Mali, Senegal, and Sierra Leone. In 2013, she left Zenith Bank
Ghana where she was the Executive Director; having previously held the positions of General
Manager, Marketing and Group Head, and Retail Banking; and joined UBA Ghana as Deputy
Managing Director the same year. Mrs. Bawuah also worked with Standard Chartered Bank as the
Head of Sales; with CAL Bank as Relationship Manager; Strategic African Securities as an authorised
dealing broker and with the then Bentsi-Enchi and Letsa; now Bentsi-Enchil, Letsa and Ankomah law
firm as an Investment Officer.

Bawuah holds a BSc in Actuarial Science from the University of Lagos, Nigeria in 1996, an LLB from
the University of London in 2012, a diploma in Marketing from GIMPA in 2004, and an Executive MBA
(Finance) from the University of Ghana in 2006. She also has numerous leadership qualifications from
Harvard Business School, Columbia, University of New York, INSEAD, and Institut Villa Pierrefeu in
Switzerland.

i) ANGELA ANEKE - INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms. Angela Aneke is a board advisor, banker and a strategic thinker with over 30 years of
experience in financial services, in the areas of financial control, strategy, transaction banking,
corporate banking, retail banking, and governance. Ms. Aneke has held executive management
and board positions in several international and regional institutions, including Ecobank
Transnational Incorporated, Citigroup and the United Bank for Africa.

Angela holds a Bachelor of Science degree from The American University, Washington DC, USA in
1983 and became an International Associate of the American Institute of Certified Public
Accountants in 1985. She also holds a Master of Business Administration from Warwick Business
School, University of Warwick, UK in 2013. She has attended several courses in banking and
governance including Harvard Business School’s “Making Corporate Boards More Effective” and
Wharton’s University of Pennsylvania’s Corporate Governance: “Maximize your effectiveness in the
Board room.”

She is currently the Chairman of the Board Audit & Governance Committee and also serves on the
Board Risk Management Committee.

j) ANGELA ERELU ADEBAYO - NON-EXECUTIVE DIRECTOR

Angela Erelu Adebayo obtained a BSc (Hons) in Social Science from the University of Ibadan in
1979, an MBA from the University of Lagos in 1982, and an MPhil (Cantab) in Land Economy from
Cambridge University in 1994.

62
 Angela Erelu Adebayo obtained a B.Sc. (Hons) in Social Science from the University of Ibadan, an
MBA from the University of Lagos, and an MPhil (Cantab) in Land Economy from Cambridge
University.

Erelu Adebayo was previously the First Lady of Ekiti State and the Chairman of Afriland Properties
Plc. She was also the first female Chairman of the Board of WEMABOD Estates. Erelu Adebayo serves
on the Boards of Aliko Dangote Foundation, Meyer Paints Plc and Women at Risk International
Foundation. She is also a Council Member of the Nigerian Stock Exchange and has worked
extensively on real-estate development across Nigeria. Erelu Adebayo is the Founder of Erelu
Adebayo Foundation and Erelu Adebayo Children’s Home.

k) AISHA HASSAN-BABA, OON - INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms. Aisha Hassan-Baba, OON is the founding and Managing Partner of Ebo, Hassan Baba & Co.
Aisha was admitted to practice law in Nigeria in 1981 and in the ensuing 35 years thereafter, served
in very senior and sensitive positions in both federal and state public service of the Federal Republic
of Nigeria, notably as Deputy Director Public Prosecution, Director, Legal Services under the Federal
Ministry of Justice, Federal Ministry of Education, Federal Ministry of Industry, Trade & Investment,
Chief Executive Officer (CEO) of the Federal Legal Aid Council (now Commission), Executive
Secretary, Nigerian Investment Promotion Commission, and as the Attorney General and
Commissioner for Justice, Anambra State.

Aisha is a trained Legal Draftsman and Contract Negotiator and has worked as co-chair of the
Committee on High Profile Federal Bills, notably the production of the final draft copy of the
National Competition and Consumer Protection Bill and the National Competition and Consumer
Protection Policy in 2014/15. She led the team that designed a model Investment Protection
Agreement for the Nigerian Government that was approved by the Federal Attorney General and
Minister of Justice in 2014.

In recognition of her diligence, passion and contribution to the public service of the Federation,
Aisha was conferred with the National Productivity Order of Merit Award in 2001 and the National
Honours, Officer of the Order of the Niger (OON) in 2005. Aisha is a member of the Nigerian Bar
Association, Commonwealth Bar Association, and Chartered Institute of Arbitrators UK.

Aisha is a member of the Nigerian Bar Association, Commonwealth Bar Association, and Chartered
Institute of Arbitrators UK. Aisha currently serves on the Board Audit & Governance Committee.
Aisha obtained an LL. B degree from the University of Nigeria in 1980, a Certificate on Legislative
Drafting and Legal Writing at the University of London, UK in 1991 and an International Project
Procurement and Contract Negotiations Certificate from International Law Institute, Washington
DC in 1994.

l) HENRIETTA NGOZI UGBOH - NON-EXECUTIVE DIRECTOR

Mrs. Henrietta (Hetty) Ugboh is a board advisor, financial literacy and risk management trainer,
mentor and banker with over 30 years of experience in financial services, in the areas of corporate
and commercial banking, credit and risk management, private banking and governance. Mrs.
Ugboh has held senior management and board positions in several institutions, including Citibank

63
 Nigeria Limited, Investment One Financial Services, Harvard Business School Association of Nigeria
(HBSAN) and Ziphii Technologies.

Hetty holds a Bachelor of Science degree in Economics and Statistics from the University of Benin,
Benin -City and a Masters of Business Administration from Enugu State University of Technology
(ESUT) Business School. She is an alumna of the prestigious Harvard Business School, Boston and
attended several courses in banking, leadership and governance including Citibank Country
Manager’s Forum (New York), Citigroup Risk and Compliance trainings, John Maxwell leadership
Certification Program (Florida), Institute of Directors – Company Direction Course (Lagos) and
African Angel Academy training.

She is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria, Member, Institute
of Directors and Fellow of the Institute of Credit Administration (FICA).

m) EMMANUEL NWABUIKWU NNOROM - NON-EXECUTIVE DIRECTOR

Emmanuel N. Nnorom has over 40 (forty) years of work experience in financial services and audit,
including significant board experience such as being the Chairman, Board of Directors of Transcorp
Power Plc, and Transcorp Hotels Plc amongst other roles on various other boards.

Mr. Nnorom is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN) and he brings
over 4 decades of professional experience in the corporate and financial sectors, working with
publicly listed companies. He is an alumnus of Oxford University's Templeton College (1996), and a
prize winner at the Foundation, Professional Examinations 1 and Profession Examinations 2 qualifying
examinations in 1980,1981 and 1982. He trained at Peak Marwick Casselton Elliot (later Peat
Marwick, Ani, Ogunde & Co) from 1978 to 1982 and also worked with Nigerian Breweries Plc,
Grindlays Merchant Bank (later ANZ Merchant Bank), Diamond Bank Plc, Liberty Merchant Bank,
NUB International Bank and Standard Trust Bank/ UBA Plc where he retired from in 2013. He is an
honorary member of the Chartered Institute of Bankers of Nigeria (CIBN).

n) CAROLINE CHIDIEBERE ANYANWU - NON-EXECUTIVE DIRECTOR

Mrs. Caroline Chidiebere Anyanwu is a First-Class graduate of Statistics from the University of Ilorin,
where she obtained her BSc degree. She is a Fellow of the Institute of Chartered Accountants of
Nigeria (ICAN), and a Prize Winner in the ICAN Professional Qualifying Examination (overall 2nd).
She obtained top-rated core basic and intermediate management competencies as a Trainee
Accountant in Price Waterhouse (Chartered Accountants) – now PricewaterhouseCoopers (PwC)
and has over 30 years of experience in the banking industry, covering Strategic Planning, Financial
Control, Retail & Commercial Banking, Banking Operations and Risk Management.

Caroline who previously occupied the position of Head, Credit Risk Management at United Bank
for Africa Plc, has worked at senior level positions with several international financial institutions. She
has also served on various Boards both as an Executive Director and a Non-Executive Director,
including Diamond Bank Plc, Diamond Bank D’Benin, CRC Credit Bureau Ltd, and FinBank Plc.
Caroline is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria, an Associate
Member of the Chartered Institute of Taxation of Nigeria, and a member of the Risk Management
Association of Nigeria.

64
 o) ALHAJI ABDULQADIR JELI BELLO - NON-EXECUTIVE DIRECTOR
Mr. Abdulqadir Jeli Bello, a Chartered Accountant, has over 30 years of corporate experience in
the banking sector, during which period he held several senior Management positions in various
Banks. He also previously served as the Group Chief Credit Officer of UBA and thereafter as the
Executive Director in charge of Risk Management for UBA Group. Abdulqadir Bello is the Chairman
of the Board Credit Committee and serves on the Board Risk Management Committee. He
obtained a BSc degree in Accounting from Bayero University, Kano in 1984 and ACA from the
Institute of Chartered Accountants in 1989.

Management Team
The Management team comprises of

I. OLIVER ALAWUBA - GROUP MANAGING DIRECTOR

Same as above

II. OLUMUYIWA AKINYEMI - GROUP DEPUTY MANAGING DIRECTOR

Same as above

III. CHUKWUMA EMMANUEL NWEKE - GROUP DEPUTY MANAGING DIRECTOR

Same as above

IV. ABIOLA BAWUAH - CEO, UBA AFRICA

Same as above

V. ALEX CHINYERE ALOZIE - EXECUTIVE DIRECTOR/GROUP CHIEF OPERATING OFFICER

Same as above

VI. ADESOLA ADEBOLA YOMI-AJAYI - EXECUTIVE DIRECTOR / CEO, UBA INTERNATIONAL

Same as above

VII. UGOCHUKWU ALEX NWAGHODOH - EXECUTIVE DIRECTOR, FINANCE & RISK MANAGEMENT
Same as above

VIII. BILI ANDREW ODUM - GROUP COMPANY SECRETARY / LEGAL COUNSEL

Bili holds an LLB (Hons) degree from Edo State University, Ekpoma, Nigeria and was enrolled as a
Solicitor and Advocate of the Supreme Court of Nigeria in 1990. He is a member of the Chartered
Institute of Arbitrators (United Kingdom), the Nigerian Bar Association and the International Bar
Association. He is an alumnus of the Lagos Business School (Chief Executive Programme) and the
New York Institute of Finance.

He has held high-level strategic positions in top financial service institutions in Nigeria, with
responsibilities that encompass Asset Management, Structured Finance, Legal Advisory, Corporate
Governance, Human Resources Management, Administration, Knowledge Management and
Business Communication.

65
IX. SANUSI MUDASIRU - HEAD, AFRICA OPERATIONS
Sanusi holds a B.Sc. in Accounting from Ahmadu Bello University, Zaria. He is a Fellow of the Institute
of Chartered Accountants of Nigeria and an alumnus of the Harvard Business School. He has over
28 years of banking experience spanning Banking Operations, Financial Control, Customer Service,
and Marketing. Sanusi has played various roles across the UBA Group and was the pioneer COO of
UBA Ghana and CEO of UBA Zambia.

He is currently the Head, Africa Operations. Before assuming this role, he was the Group Head of
Operations, Group Chief Audit and Assurance Officer, where he drove the Internal Audit and
Assurance activities of the Group.

X. EBELE OGBUE - GROUP HEAD, CORPORATE AND ENERGY BANK

Ebele holds a B.Sc. (Hons) degree in Accounting from the University of Lagos and an MBA (IT and
Management) from CASS Business School, London. His professional career started at Price
Waterhouse in 1991, before his foray into banking, where he has spent the last two decades working
at international banks such as Citibank and Standard Chartered Bank, before joining UBA in 2004.
His banking experience spans various areas of banking from Asset Based Finance to Core
Corporate Banking and Trade Finance.

Prior to his current role, he was Regional CEO, East & Southern Africa, MD/CEO, UBA Capital Europe
Limited, and the pioneer MD/CEO, UBA Liberia.

XI. MIKE ILOBAH - HEAD, HEAD OFFICE AND INTERNATIONAL OPERATIONS.

Mike has had over two and half decades of career in the Banking and Finance industry cutting
across Business Relationship Management, Treasury and International Banking, Finance, Credit Risk
Management, and vast experience in Operations. Prior to his current role as the Head, Head Office
and International Operations, he functioned as the Group Head, Internal Control, Group Head,
Business Assurance, Head, Global Shared Services, Group Head of Operations, and Group Head,
Policy and Operational Risk Compliance.

Mike holds a B.Sc. degree in Banking and Finance from Olabisi Onabanjo University. He is a Fellow
of both the Institute of Chartered Accountants and Chartered Institute Banking of Nigeria, Institute
of Credit Administrators, and has an ACCA Diploma in IFRS. He is an alumnus of the International
Institute of Management Development (IMD) in Lausanne, Switzerland, has attended other training
and seminars within and outside the country, provided technical support to some committees set
up by CBN and has also been enlisted by the Chartered Institute of Bankers to provide technical
support in Banking Practice and Credit Management and serve as examiner for Banking Principles
and Practices.

XII. OKECHUKWU OKO - HEAD, LEGAL SERVICES

Okechukwu is the Head, Legal Services of UBA. He is a seasoned Solicitor who combines legal
expertise and commercial acumen to drive business and produce desired results in banking. Prior
to joining UBA, he had almost two decades of core legal banking experience in top reputable
commercial banks in Nigeria, where he held various senior roles including the Head legal/ Assistant
Company Secretary and Head Bank-wide Litigation/Recovery.

66
 He holds an LL.B (Hons) degree from the University of Uyo, Akwa Ibom State, and was enrolled as a
Solicitor and Advocate of the Supreme Court of Nigeria in 1993. He is a member of the Nigeria Bar
Association and an alumnus of the prestigious Lagos Business School. He has attended both local
and international trainings.

XIII. KAYODE ISHOLA - GROUP HEAD, INFORMATION TECHNOLOGY

Kayode Ishola is currently the Group Head, Information Technology of United Bank for Africa Plc
(UBA). He is a seasoned Information Technology specialist with more than two decades of unbroken
experience in the banking industry. Prior to his current role, he served as the Bank’s Chief Digital
Officer with responsibilities for setting and executing the Bank’s digital banking initiatives. He has a
deep background and experience in the fields of IT Project Management, IT Service Delivery, IT Risk
Management, Core Banking Application Management, and Digital Banking Transformation.

He has successfully implemented key technology projects in UBA Nigeria, the United Kingdom, and
the United States. He is a member of the Information Systems Audit and Control Association (ISACA)
and an honorary senior member of the Chartered Institute of Bankers of Nigeria (CIBN). He is also
an alumnus of the University of Liverpool where he obtained his postgraduate diploma in
Information Technology and the University of Ilorin where he studied Computer Science.

XIV. ALERO LADIPO - GROUP HEAD, MARKETING AND CORPORATE COMMUNICATIONS

Alero Ladipo is the Group Head, Marketing and Corporate Communications at UBA Group. Prior to
joining UBA Group, she was the Executive Head, Marketing and Customer Experience at Old
Mutual, the Nigerian subsidiary of Old Mutual Limited, the pan-African insurance and financial
services group with presence in 13 African countries.

With a background in Law, Alero has built her extensive career in Marketing and Communication
with over 19 years of experience in Strategy Development, Customer & Product Portfolio
Management, Public & Media Relations, and Integrated Marketing to mention but a few. Alero has
worked in some of Nigeria’s leading financial services providers, such as United Bank for Africa
(UBA), Union Bank and Stanbic IBTC as well as Standard Bank in South Africa, leading marketing
strategy for Pan-African Corporate, Commercial, Retail, and Wealth businesses.

Alero holds a Bachelor of Laws (LLB) Degree from the University of Northumbria, Newcastle, and a
Master of Laws (LLM) in International Trade from the University of Essex, Colchester, both from the
United Kingdom as well as a certificate on Strategy from Harvard Business School.

XV. MICHELLE NWOGA - GROUP CHIEF EXPERIENCE OFFICER

Michelle Nwoga serves as the Group Chief Experience Officer at UBA, leading the development
and implementation of Customer Experience strategies across diverse sectors in 20 African
countries and UBA International. Her leadership plays a pivotal role in driving transformation and
innovation, contributing to the advancement of customer experience in the Retail, SME, Corporate,
and Financial Inclusion segments. With her experience spanning over two decades, Michelle brings
a rich blend of skill sets that encompass Business Development, Customer Experience, Retail Business
Transformation, Business Process Reengineering, Project Management, Digital Marketing, Branding
& Communication. Her academic background includes degrees in Management, International

67
 Relations, Environmental Science & Business Management acquired from prestigious universities in
the UK.

Before joining UBA, she worked in the telecommunications industry and has held pivotal positions
such as Head, Corporate Communications, Retail banking, Corporate Banking, Brand
management, Customer Insight & Engagement in a number of commercials banks in Nigeria.
Beyond her professional achievements, Michelle is deeply committed to empowering and inspiring
the youth. Her active engagement in mentoring programs, some of which have included The Prince
of Wales Trust’s Mosaic initiative, underscores her commitment to nurturing the next generation of
leaders.
XVI. MODUPE AKINDELE - GROUP HEAD, HUMAN RESOURCES
Modupe Akindele is an accomplished Senior HR Director and Change Management Specialist,
currently serving as the Group Head of Human Resources for the Bank. With her extensive
experience, Modupe oversees human capital management in the Group and is responsible for the
end-to-end delivery of the Human Resources strategy across 24 countries.
With a career spanning over two decades, Modupe began her journey in Human Resources in 1998
with Optima Sports International. Her dedication and expertise led her to Airtel Nigeria in 2002,
where she held various key roles, including Consultant Human Resources Operations, HR Business
Partner, Senior HR Business Partner, and Talent Sourcing Manager. Her outstanding contributions at
Airtel earned her the prestigious Chief Executive Officer’s Award for Excellent Interventions & Good
Customer Service before departing in 2012.

Modupe’s career continued to flourish as she assumed the position of Head of HR Operations at
Coca-Cola Hellenic (NBC), and in 2014, she became the Senior HR Business Partner for
Manufacturing and Supply Chain Services. Prior to joining United Bank for Africa, Modupe served
as the Group Human Resources Director at Heirs Holdings. She holds a Bachelor’s degree in English
Language from the Lagos State University and a Master's degree in International Law and
Diplomacy from the University of Lagos.

XVII. MERCY OKWARA – CHIEF INTERNAL AUDITOR

She is a seasoned Auditor with over 35 years’ experience in financial and banking institutions, 20 of
which have been in financial and operational auditing, risk management, and process
improvement all at leadership levels.

Prior, to assuming the role of CIA, she was Head of Internal Audit at United Capital Plc, a leading
African investment banking and financial services group. She previously held various leadership
roles in UBA Plc – Deputy Chief Internal Auditor. Deputy Chief Risk Officer, as well as GH Internal
Controls. She also worked at NNB International Bank Plc (now consolidated into Unity Bank), where
she held the following roles – GH Corporate Controls & Chief Inspector, Ag. GH Operations & GH
Branch Operations Coordination.

XVIII. CHUKWUKADIBIA OKOYE – GROUP FINANCIAL CONTROLLER

He is an experienced transformational finance and investment executive with over 15 years industry
experience spanning assurance and consulting across various industry sectors. He is a treasury and
credit subject matter expert, with expertise in financial and management reporting, risk
management and controls, equity valuations, corporate finance, and financial planning and

68
 analysis. His professional experience began at PricewaterhouseCoopers (PwC), where he trained
in Business Assurance and Advisory Services.

After his time in PwC, he joined United Bank for Africa as a Team Lead and Head of Financial and
Technical Analysis and was responsible for IFRS Compliance and Financial Reporting. He served as
the Chief Financial Officer for Coronation Merchant Bank, overseeing key mergers and acquisitions
by the bank.

In October 2023, he joined UBA Plc as the Chief Financial Officer for the Rest of Africa. He is currently
the Group Financial Controller overseeing group balance sheet management, revenue assurance,
financial and regulatory reporting. He holds, an MBA- Finance from Edinburgh Business School,
Heriot-Watt University UK. He is a member of the Global Association of Risk Professionals, a fellow of
Association of Chartered Certified Accountants UK, an associate member of the Institute of
Chartered Accountants of Nigeria, an associate member of the Chartered Institute of Taxation of
Nigeria and an associate member of the Chartered Institute of management Accountant UK. He
has attended various international courses including Harvard Business School, London Business
School, on Finance, Strategy and Risk Management.

XIX. FRANKLYN BENNIE - GROUP HEAD, COMPLIANCE

Franklyn holds degrees in Business Administration and an MBA. He is an Honorary Senior Member of
the Chartered Institute of Bankers of Nigeria; Fellow & Trustee of the Compliance Institute of Nigeria;
Member, the Association of Chief Compliance Officers of Banks in Nigeria; Member, the Association
of Certified Anti-Money Laundering Specialists; Associate Member, Nigeria Institute of Management
[Chartered].

He is an experienced Compliance, Regulatory, & AML/CFT Risks professional with over 3 decades
in the Banking profession & consultancy. His other areas of specialty include Banking Operations;
Local & International Bank Branch start-ups; Internal Control, & Corporate Governance.

Prior to his current role, he worked for an international bank in various capacities including Chief
Compliance Officer; Compliance Head for West Africa, and Compliance Head for Sub-Saharan
Africa covering 15 countries in Sub-Saharan Africa. He has attended several local & international
trainings/seminars in areas of Leadership, Banking Operations, AML/CFT, and Leading People.

Claims and Litigations

The following is an extract of the opinion of the Solicitors to the issue, on claims and litigation involving the
Issuer, in connection with the Offer:

“From our review, none of the Reviewed Cases has any direct or indirect bearing on the Transaction. The
reliefs in the Reviewed Cases are mostly monetary claims which are, in our view, spurious, highly
exaggerated and/or outrightly frivolous. In the event that some of the claims succeed against the Bank,
the portion of the contingent liability which might crystallise against the Bank will not have an adverse
effect on the Transaction. In view of the foregoing, we are of the opinion that none of the Reviewed Cases
will have an adverse impact on the Transaction”.

69
Use of Proceeds
As the banking landscape continues to experience rapid evolution, driven by global macroeconomic
trends, technology, regulation, competition, changing customer preferences and workforce model it is
imperative that the Bank makes necessary investment to remain competitive, manage the associated risks
and deliver great value to all stakeholders. Consequently, the bank must invest in innovation (products and
service offerings), technology, information security, channel upgrade, business and channel expansion,
and credit growth to choice segments and sectors.

The Offer Proceeds from the Rights Issue will be utilized by the Bank to achieve the following strategic
objectives:

1. Expansion of Lending Portfolio

Extension of affordable credit to corporates in various growth sectors, small and medium-sized
enterprises (SMEs), to boost innovation, entrepreneurship and sustainable development. We shall also
finance high impact infrastructure projects across major industry sectors and geographies. This will
help stimulate economic development and create job opportunities.

2. Technology and Digital Transformation

Digital and Alternative Channels

Further investments will be made to complete the upgrade and expand our digital channels,
including mobile and online banking platforms, ensuring our customers have seamless and secure
access to banking services anytime, anywhere.

Investment in Technology
This investment will focus on deploying cutting-edge technology to boost operational efficiency,
simplify processes, and elevate customer experience. Our objective is to stay ahead in technological
innovation within the financial services industry.

Investment in Cyber and Information Security

In response to the rising cyber threats and elevated information security risks, a portion of the
proceeds will be allocated to strengthening our information security infrastructure. This investment will
support the deployment of advanced security technologies to enhance customer data protection,
banking channels security, and maintain the integrity of our banking systems.

3. Branch Network Expansion and Upgrade

The Bank will optimize and modernize its business office network to enhance customer experience.
We will also invest in the expansion of our Agency Banking network to increase accessibility of our
banking services to the underserved and unbanked populations across all our jurisdictions.

The proceeds will be efficiently and judiciously applied, adhering to the highest standards of
corporate governance and regulatory compliance.

70
 Estimated
% of net
S/N Purpose Estimated Amount (₦) time to
proceeds
completion
1 Expansion of Lending Portfolio 61,894,895,962.66 40.00% 12 months

- Grow the Retail Lending Portfolio 10,522,132,313.65

- Support for SMEs and Entrepreneurs 12,997,928,152.16

- Infrastructure Lending 21,044,264,627.30

- Corporate and Institutional Portfolio 17,330,570,869.54

2 Technology and Digital Transformation 46,421,171,971.99 30.00% 48 Months

- Digital and Alternative Channels 9,284,234,394.40

- Investment in Technology 23,210,585,986.00

- Investment in Cyber and Information Security 13,926,351,591.60

3 Business Network Expansion and Upgrade 46,421,171,971.99 30.00% 48 Months

- Business Office Expansion and Upgrade 18,568,468,788.80

- Business Network Expansion 27,852,703,183.19

Total 154,737,239,906.64 100%

Cost and Expenses

The costs, charges and expenses for completing the Rights Issue including fees payable to the SEC, the
NGX, professional parties, brokerage, printing and distribution expenses, are expected to be about
₦3,106,243,343.36 representing 1.97 % of the Issue proceeds and are payable by UBA.

Material Contracts
The following agreements have been entered into and are considered material contracts for UBA Group
and in relation to the Issue.

i. A Vending Agreement dated July 29, 2025 between UBA Group and Vetiva Advisory Services Limited,
United Capital Plc and CardinalStone Partners Limited, in respect of this Rights Issue.

Other than as stated above, the Bank has not entered into any material contract except in the ordinary
course of business.

71
Research and Development

UBA strives to maintain a robust foundation for creating market-driven products and services tailored to our
customers' diverse needs. We leverage on our Digital Lab and Innovation Hubs which use a human-centred
design approach to harness emerging technologies to deliver innovative solutions. These solutions enhance
customer experience, optimize processes, and provide unique offerings across all markets where the Group
operates.

The Bank has invested about $8 million in respect of research and development in the past three years
covering development of solutions and key enhancement on our channels.

Mergers and Takeovers

The Bank has not embarked on any merger or acquisition in the last three years. However, in 2022, the bank
increased its stake in UBA Zambia from 49% to 84% acquiring additional 302,335,623 shares. With this
additional acquisition, UBA Zambia ceased to be an associate and became a subsidiary of the bank
effectively granting the Bank significant control over the entity. The acquisition was a private sale with a
purchase price of $0.057 per share.

As at the date of this Rights Circular, the Bank is not aware of any attempt by any other investor to acquire
a majority shareholding in UBA Plc or by UBA Plc in any other entity.

Declarations
Except as otherwise disclosed in this Rights Circular:

1. No share of the Bank is under option or agreed conditionally or unconditionally to be put under option
created or issued by the Bank;
2. No commissions, discounts, brokerages or other special terms have been granted by the Bank to any
Person in connection with the Offer;
3. Save as disclosed herein, the Directors of the Bank have not been informed of any holding representing
5% or more of the issued share capital of the Bank;
4. There are no founders, management or deferred shares or any options outstanding in the Bank;
5. There are no material or long-term service agreements between the Bank or any of its Directors and
employees other than in the ordinary course of business;
6. No Director or key Management staff of the Bank has been involved in any of the following, in Nigeria
or elsewhere:
a. A petition under any bankruptcy or insolvency proceedings against such person or any
partnership in which he or she is a partner or any company of which he or she is a director or key
personnel;
b. A conviction in a criminal proceeding or is named subject of pending criminal proceedings
relating to fraud or dishonesty; and
c. The subject of any order, judgment or ruling of any court of competent jurisdiction or regulatory
body relating to fraud or dishonesty, restraining him from acting as an investment adviser, dealer
in securities, director or employee of a financial institution and engaging in any type of business
practice or activity.

Relationship Between the Bank And its Advisers

United Capital Plc, one of the Joint Issuing Houses and UBA have common shareholder(s) and a common
director.

72
Save as disclosed, there is no relationship between the Bank and its advisers as of the date of this Rights
Circular except in the ordinary course of business.

Consents
The following have given and have not withdrawn their written consents to the issue of this Rights Circular
with their names and reports (where applicable) included in the form and context in which they appear:

Directors of UBA Group Tony Elumelu, CFR

Oliver Alawuba
Olumuyiwa Ayotunde Akinyemi
Chukwuma Emmanuel Nweke
Abiola Bawuah
Alex Chinyere Alozie
Adesola Adebola Yomi-Ajayi
Ugochukwu Alex Nwaghodoh
Angela Aneke
Aisha Hassan-Baba, OON
Emmanuel Nwabuikwu Nnorom
Angela Erelu Adebayo
Henrietta Ngozi Ugboh
Caroline Chidiebere Anyanwu
Alhaji Abdulqadir Jeli Bello (FCA)
Company Secretary/Legal Counsel Bili Andrew Odum
Issuing Houses Vetiva Advisory Services Limited
United Capital Plc
CardinalStone Partners Limited

Receiving Bank Providus Bank Limited

Stockbrokers United Capital Securities Limited
Registrars PAC Registrars & Investor Services Limited

Solicitors to the Issue G.Elias

Solicitors to the Issuer Templars

Auditors Ernst & Young

73
PROVISIONAL ALLOTMENT LETTER

74
75
RECEIVING AGENTS
A copy of this Rights Circular has been forwarded to each of the Shareholders whose names appeared in
the Bank’s Register of Members as of July 16, 2025. The completed Acceptance forms together with a
cheque, bank draft or evidence of payment via bank transfer for the full amount payable may be returned
to any of the Receiving Agents listed below to whom Brokerage Commission will be paid at the rate of 0.5%
of the value of shares allotted in respect of the Acceptance Forms bearing their official stamp.

UBA Group Plc and the Issuing Houses, Vetiva Advisory Services Limited, United Capital Plc and
CardinalStone Partners Limited cannot accept responsibility for the conduct of any of the institutions listed
below. Investors are therefore advised to conduct their independent enquiries before choosing an agent
to act on their behalf. Evidence of lodgment of funds at any of the Receiving Agents listed below, in the
absence of corresponding evidence of receipt by the Issuing Houses, cannot give rise to liability on the
part of the Issuing Houses under any circumstance.

BANKS
Access Bank Plc FSDH Merchant Bank Limited Parallex Bank Limited
SunTrust Bank Nigeria Limited
Alternative Bank Limited Globus Bank Limited Polaris Bank Limited
TAJ Bank Limited
Citibank Nigeria Limited Greenwich Merchant Bank Limited Premium Trust Bank Limited
Titan Trust Bank Limited
Coronation Merchant Bank Limited Guaranty Trust Bank Limited Providus Bank Limited
Union Bank of Nigeria Plc
Ecobank Nigeria Limited Jaiz Bank Plc Rand Merchant Bank Limited
United Bank of Africa Plc
FBNQuest Merchant Bank Limited Keystone Bank Limited Signature Bank Limited
Unity Bank Plc
FCMB Limited Lotus Bank Limited Stanbic IBTC Bank Limited
Wema Bank Plc
Fidelity Bank Plc Nova Merchant Bank Limited Standard Chartered Bank Limited
Zenith Bank Plc
First Bank Nigeria Limited Optimus Bank Limited Sterling Bank Limited

STOCKBROKERS AND OTHER RECEIVING AGENTS

Absa Securities Nigeria Limited Equity Capital Solutions Limited Lead Securities and Investment Limited Reward Investment and Service Limited
Afrinvest Securities Limited Eurocomm Securities Limited Lighthouse Asset Management Limited Rostrum Investment and Securities Limited
Alangrange Securities Limited Express Portfolio Services Limited Magnartis Finance and Investment Limited Rowet Capital Management Limited
Anchoria Investment and Securities Limited Falcon Securities Limited Mainland Trust Limited Royal Crest Finance Limited
Apel Asset Limited FBC Trust And Securities Limited Mainstreet Bank Securities Limited Royal Guaranty and Trust Limited
APT Securities and Funds LimitedARM FBNQuest Securities Limited Marimpex Finance and Investment Company Sankore Securities Limited
Securities Limited FCSL Asset Management Company Limited Limited Santrust Securities Limited
Arthur Stevens Asset Management Limited Fidelity Finance Company Limited Marriot Securities and Investment Company Securities & Capital Management Company Limited
Associated Asset Managers Limited Financial And Analytics Capital Limited Limited Securities Africa Financial Limited
Atlass Portfolios Limited Financial Trust Company Nigeria Limited MBC Securities Limited Securities Solutions Limited Security
Ava Securities Limited Finmal Finance Services Limited Mega Equities Limited Swaps Limited
Bauchi Investment Corporation Securities Limited First Integrated Capital Management Limited Meristem Stockbrokers Limited Shalom Investment and Securities Limited
Belfry Investment and Securities Limited FIS Securities Limited Midas Stockbrokers Limited Shelong Investment Limited
Bestlink Investment Limited Foresight Securities and Investment Limited Milestone Capital Management Limited Sigma Securities Limited
Bestworth Assets and Trust Limited Forte Financial Limited Mission Securities Limited Signet Investment and Securities Limited
Calyx Securities Limited Forthright Securities and Investments Molten Trust Limited Skyview Capital Limited
Camry Securities Limited FortressCapital Limited Monument Securities and Finance Limited Smadac Securities Limited
Capital Assets Limited FSDH Capital Limited Morgan Capital Securities Limited Solid Rock Securities and Investment Plc
Capital Bancorp Plc FSL Securities Limited Mountain Investment and Securities Limited Springboard Trust and Investment Limited
Capital Express Securities Limited Funds Matrix and Asset Management Limited Network Capital Limited Spring Trust and Securities Limited
Capital Trust Brokers Limited Fundvine Capital And Securities Limited Networth Securities and Finance Limited Stanbic IBTC Stockbrokers Limited
CardinalStone Securities Limited Futureview Securities Limited Newdevco Investment and Securities Limited Standard Union Securities Limited
Cashville Investments and Securities Limited GDL Stockbrokers Limited Nigerian Stockbrokers Limited StoneX Financial Nigeria Limited
CDL Capital Markets Limited Gem Assets Management Limited Norrenberger Securities Limited The Bridge Securities Limited
Centre Point Investment Limited Gidauniya Invest and Sec Limited Nova Finance and Securities Limited Tiddo Securities Limited
Century Securities Limited Global Asset Management Limited NOVAMBL Securities Limited Tomil Trust Limited
Chapel Hill Denham Securities Limited Globalview Capital Limited Osborne Capital Markets Limited Topmost Securities Limited
Chartwell Securities Limited Golden Securities Limited PAC Securities Limited Tower Asset Management Limited
Citi Investment Capital Limited Greenwich Securities Limited Parthian Securities Limited Pilot Securities Limited Tower Securities and Investment Company Limited
City Code Trust and Invest Company Limited Gruene Capital Limited Pinefields Investment Services Limited Trade Link Securities Limited
Compass Investments and Securities Limited GTI Securities Limited PIPC Securities Limited Traders Trust And Investment Company Limited
Cordros Securities Limited Harmony Investment and Securities Limited Pivot Capital Limited Transworld Investment and Securities Limited
Core Securities Limited Heartbeat Investments Limited Planet Capital Limited Trustbanc Capital Management Limited
Coronation Securities Limited Hedge Securities and Investments Limited PML Securities Company Limited Trusthouse Investment Limited
Cowry Securities Limited Heritage Capital Markets Limited Portfolio Advisers Limited TRW Stockbrokers Limited
Crossworld Securities Limited ICMG Securities Limited Premium Capital and Stockbrokers Limited Tyndale Securities Limited
Crown Capital Limited Icon Stockbrokers Limited Primewealth Capital Limited UCML Capital Limited
CSL Stockbrokers Limited Imperial Assets Managers Limited Professional Stockbrokers Limited UIDC Securities Limited
Deep Trust And Investment Limited Integrated Trust and Investments Limited Prominent Securities Limited UNEX Capital Limited
De-Lords Securities Limited Interstate Securities Limited PSL Capital Limited United Capital Securities Limited
DLM Securities Limited Investment One Stockbrokers Int’l Limited Pyramid Securities Limited Valmon Securities Limited
Dominion Trust Limited Investors And Trust Company Limited Qualinvest Capital Limited Valueline Securities and Investments Limited
DSU Brokerage Services Limited Kapital Care Trust and Securities Limited Quantum Zenith Securities & Investments Limited Vetiva Securities Limited
Dunbell Securities Limited Kedari Capital Limited Rainbow Securities Limited Vision Trust and Investment Limited
Dynamic Portfolio Limited Kinley Securities Limited Readings Investment Limited Waila Securities and Funds Limited
EDC Securities Limited Kofana Securities and Investment Limited Redasel Investment Limited WCM Capital Limited
Edgefield Capital Management Limited Kundila Finance Services Limited Regency Assets Management Limited WSTC Securities Limited
EFG Hermes Nigeria Limited Lambeth Capital Limited Rencap Securities (Nig) Limited Zedcrest Stockbrokers Limited
El-Elyon Alliance and Securities Limited LB Securities Limited Resort Securities Limited Zion Stockbrokers and Securities Limited
Enterprise Stockbrokers Limited

76
ACCEPTANCE/RENUNCIATION FORM

APPLICATION APPLICATION LIST

LIST OPENS: CLOSES:

July 30, 2025 September 05, 2025

Lead Issuing House Joint Issuing Houses

RC 444999
RC 739441

ON BEHALF OF

RC 2457

Rights Issue of 3,156,869,665 Ordinary Shares of 50 Kobo Each at N50 Per Share

on the basis of 1 new ordinary share for every 13 ordinary shares held as at close of business on July 16, 2025

Payable in full on Acceptance

REG. ACCT NUMBER:

NAME:

Details of Shareholders’ Provisional Allotment UNITS HELD:

RIGHTS DUE:

AMOUNT:

INSTRUCTIONS FOR COMPLETING THE ACCEPTANCE/RENUNCIATION FORM

1. Acceptance, request for additional shares, partial acceptance and/or renunciation must be made on this Acceptance/Renunciation Form.
2. Allottees should complete only ONE of the boxes marked A and B on the reverse of this form.
3. Shareholders can participate in the Issue through any of the electronic application channels: NGX Invest Platform, UBA Internet Banking platform or UBA Mobile Application.
The UBA Internet Banking platform and the UBA Mobile Application have been integrated into the NGX Invest Platform. The NGX Invest Platform can be accessed at
https꞉//invest.ngxgroup.com and is available to all Shareholders to participate in the Rights issue and authorised Receiving Agents listed on page 76 of the Rights Circular
to submit applications on behalf of Shareholders.
4. Shareholders accepting the provisional allotment in full and submitting their applications through Receiving Agents should complete box A and submit their
Acceptance/Renunciation Form to any of the Receiving Agents listed on pages 76 of the Rights Circular together with an electronic transfer, cheque or bank draft made
payable to the Receiving Agent for the full amount payable on acceptance. The cheque or draft must be crossed “UBA RIGHTS”, with the name, address and mobile
number of the shareholder written on the back. Evidence of all electronic transfers must be submitted to the Receiving Agents and the Issuing House.
5. Shareholders accepting their provisional allotment partially and submitting their applications through Receiving Agents should complete box B and submit their
Acceptance/Renunciation Forms to any of the Receiving Agents listed on pages 76 of the Rights Circular together with the evidence of payment transfer for the partial
acceptance in accordance with 2 above.
6. Shareholders renouncing the provisional allotment partially or in full, who also wish to trade their rights on the floor of NGX should complete item (iii) of box B. They should
obtain a Transfer Form from their stockbroker, complete it in accordance with these instructions, and return it to the stockbroker together with the completed
Acceptance/Renunciation Form and the amount payable/evidence of transfer for any partial acceptance in accordance with 2 above.
7. Shareholders who wish to acquire additional shares over and above their provisional allotment and submitting their applications through Receiving Agents should apply
for additional shares by completing item (ii) and (iii) of box A.
8. All cheques or bank drafts for amounts below N = 10 million will be presented for payment on receipt and all acceptances/applications in respect of which cheques are returned
unpaid for any reason will be rejected and cancelled. Shareholders are advised to obtain an acknowledgement of the amount paid from the Receiving Agent through which
this Acceptance/Renunciation Form is lodged.
9. Joint allottees must sign on separate lines in the appropriate section of the Acceptance/Renunciation Form.
10. Acceptance/Renunciation Forms of corporate allottees must bear their incorporation numbers and corporate seals and must be completed under the hands of duly authorised
officials who should also state their designations.

FOR REGISTRAR’S USE ONLY

Number of Number of Number of Number of Number of Total number Total Amount Amount to Bank draft/
Ordinary Shares Ordinary Shares Additional Ordinary Shares Additional ofOrdinary amount paid be cheque
Provisionally Accepted Ordinary Shares Renounced Ordinary Shares payable returned number
Allotted appliedfor Shares allotted Allotted

N
= N
= N
=

Care should be taken to comply with the instructions set out on the front of this form. If you are in doubt as to what action to take, you should immediately consult your Stockbroker,
Accountant, Banker, Solicitor, Independent Investment Adviser or any other professional adviser for guidance.

Investor’s Stockbroker…………………………………………… CHN Number………………………………………...............

Stockbroker Code…………………………………………………. CSCS Number………………………………………..............

If you wish to trade in rights, please contact your stockbroker who will guide you regarding payment and the procedure for purchasing UBA’s Rights.

STAMP OF RECEIVING AGENT

77
 A. FULL ACCEPTANCE / REQUEST FOR ADDITIONAL ORDINARY SHARES
i. I / We accept in full, the provisional allotment shown on the front of this form.
ii. I / We also apply for additional ordinary shares:
Number of Additional ordinary shares applied for Additional amount payable at N
= 50.00 per share
=
N
I / We agree to accept the same or smaller number of additional shares in respect of which allotment may be made to me/us, in
accordance with the Provisional Allotment Letter contained in the Rights Circular.
iii. I / We enclose my / our cheque / bank draft / evidence of payment transfer for N
= ................................................................being the sum of the
amount payable as shown on the front of this form, and the additional amount payable as shown in item (ii) above.
Cheque details: Name of bank/cheque number/branch
.............................................................................................................................................................................................................................................................
........................................................................................................................................................................................................................................................

B. RENUNCIATION OR PARTIAL ACCEPTANCE

1 2 3
Number of ordinary shares accepted Amount payable at N
= x•] Number of ordinary
shares renounced
per share
=
N

i. I / We accept only the number of ordinary shares shown in column (1) above and enclose my/our cheque / bank draft for the value shown
in column (2) above.
Cheque details: Name of bank/cheque number/branch
.............................................................................................................................................................................................................................................................
........................................................................................................................................................................................................................................................

ii. I / We hereby renounce my / our rights to the ordinary shares shown in column (3) above, being the balance of the ordinary shares allocated to
me / us.
iii. I / We confirm that I / We wish to trade my / our rights of .....................................................................ordinary shares (being my/our renounced
shares as shown above) on the fl oor of NGX. I / We shall obtain a Transfer Form from my / our stockbroker, complete it in accordance with his
instructions and return it to the stockbroker with the form.
MUST BE FULLY COMPLETED FOR BOTH A AND B
Name(s) (in block letters)

Next of Kin

Daytime Telephone Number Mobile (GSM) Telephone Number

Email Address

BANK DETAILS (FOR E-DIVIDEND)

Name of Bank

Branch
Incorporation Number and Seal of
Corporate Allottee
Account Number

Bank Verification Number

Signature 2nd Signature (Joint only)

Name of Authorised Signatory (corporate only): Name of Authorised Signatory (corporate only):

Designation (corporate only): Designation (corporate only):

C. TRADING IN RIGHTS
i. Shareholders who wish to trade in their rights partially or in full may trade such rights on the floor of NGX. The rights will be traded
actively on the floor of NGX.
ii. Shareholders who wish to acquire additional shares over and above their provisional allotment should apply for additional
shares by completing item (ii) and (iii)of box A above.
iii. Shareholders who purchase rights on the floor of NGX are guaranteed the number of shares purchased: they will not be
subject to the allotment process in respect of shares so purchased. Those who apply for additional shares by completing item
(ii) of box A will be subject to the allotment process i.e. they may be allotted a smaller number of additional shares than what
they applied for.

78