FIDELITY BANK : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

Notice of 35th Annual General Meeting

Notice is Hereby Given that the 35th Annual General Meeting of members of Fidelity Bank Plc will hold virtually via https://www.fidelitybank.ng/agm/ at 10.00a.m. on Tuesday, May 23, 2023 to transact the following business:

ORDINARY BUSINESS

1. To lay before the members, the Audited Financial Statements for the year ended December 31, 2022 and the Reports of the Directors, External Auditors and Audit Committee thereon.

2. To declare a final Dividend.

1. ToelectthefollowingDirectorwhowasappointedsincethelastAnnualGeneral Meeting:
2. 1. Mrs. Pamela Shodipo, Executive Director.
3. To re-elect the following Directors retiring by rotation:
4. 1. Mrs. Amaka Onwughalu, Non-Executive Director.
   2. Chief Nelson C. Nweke, Non-Executive Director.
5. ToauthorizetheDirectorstofixtheremunerationoftheExternalAuditorsfor2023.
6. To disclose the remuneration of the managers of the Company.
7. To elect members of the Statutory Audit Committee.

Dated the 28th day of April, 2023

By Order Of The Board

Ezinwa Unuigboje

Company Secretary

FRC/2014/NBA/00000008909

No. 2, Kofo Abayomi Street Victoria Island, Lagos State.

Notes

(A). Proxy:

Any member entitled to attend and vote at the 35th Annual General Meeting (AGM) is also entitled to appoint a Proxy to attend and vote in his/her/its stead. A Proxy need not be a member of the Company. A blank proxy form is attached to the Annual Report and can be downloaded from the Bank's website at www.fidelitybank.ng

To be valid, completed proxy forms should be deposited at the office of the Registrar, First Registrars & Investor Services Limited, Plot 2, Abebe Village Road, Iganmu, Lagos or emailed to [e-mail] not later than 48 hours before the time fixed for the meeting. Payment of stamp duties on the proxy forms shall be at the Bank's expense.

(B). Virtual Meeting Link

Pursuant to the provisions of the Business Facilitation (Miscellaneous Provisions) Act, 2022, which allows public companies to hold general meetings electronically, the 35th Annual General Meeting will be held virtually. The link for the meeting is https://www.fidelitybank.ng/agm/ and can be accessed through the Bank's website www.fidelitybank.ng and social media platforms. The meeting will also be live streamed online on the Bank's website.

1. Dividend

The Directors declared and paid an interim dividend of 10 Kobo per Ordinary Share of 50Kobo each on 28,962,585,692 shares amounting to N2,896,258,569.2 for the half-year period ended June 30, 2022. Withholding Tax was deducted at the time of payment.

If the proposed final dividend of N0.40 only per Ordinary Share of 50 Kobo each (bringing the total dividend for the financial year ended December 31, 2022 to N15,696,258,569.20) is approved, the final dividend will be paid on May 23, 2023 to Shareholders whose names appear in the Register of Members at the close of business on May 12, 2023. The proposed final dividend is subject to withholding tax at the applicable tax rate.

Shareholders who have completed the e-Dividend mandate will receive direct credit of the dividend to their bank accounts on May 23, 2023 net of withholding tax.

1. Closure of Register of Members

The Register of Members and Transfer Books of the Company will be closed from May 15, 2023 to May 18, 2023 (both days inclusive) to enable the Registrars prepare for dividend payment.

(E). Statutory Audit Committee

In accordance with Section 404(6) of the Companies and Allied Matters Act, 2020, a Shareholder may nominate another Shareholder for election to the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one (21) days before the Annual General Meeting. Section 404 (5) of the Companies and Allied Matters Act 2020 provides that all the members of the Audit Committee shall be financially literate and at least one (1) member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. In addition, the Code of Corporate Governance issued by the Financial Reporting Council of Nigeria provides that members of the Audit Committee should be financially literate and able to read and interpret financial statements. Consequently, a detailed curriculum vitae affirming the nominee's qualifications should be submitted with each nomination to the Statutory Audit Committee.

1. Unclaimed Dividend Warrants and Share Certificates

Some share certificates were returned to the Registrars as unclaimed, while some dividend warrants are yet to be presented for payment or returned for revalidation. Affected Shareholders are advised to contact the Registrar, First Registrars & Investor Services Limited www.firstregistrarsnigeria.com.

1. E-Dividend

Notice is hereby given to all Shareholders who are yet to mandate their dividends to their bank accounts to kindly update their records by completing the e-dividend mandate form and submitting same to the Registrars, as dividend will be credited electronically to Shareholders' accounts as directed by the Securities and Exchange Commission.

Detachable application forms for e-dividend mandate, change of address and unclaimed certificates are attached to the Annual Report for the convenience of all shareholders. The forms can also be downloaded from the Company's website at www.fidelitybank.ng or from the Registrar's website at www. firstregistrarsnigeria.com. The completed forms should be returned to First Registrars & Investor Services Limited, Plot 2, Abebe Village Road, Iganmu, Lagos.

1. Election/Re-Electionof Directors:
   (i). Election of Directors:
   Mrs. Pamela Shodipo was appointed as an Executive Director on November 22, 2022, and her appointment was approved by the Central Bank of Nigeria with effect from February 3, 2023.
   (ii). Re-election of Directors
   In accordance with the provisions of Article 95(1)(a) of the Articles of Association of the Company, the Non-Executive Directors to retire by rotation at the 35th Annual General Meeting are Mrs. Amaka Onwughalu and Chief Nelson C. Nweke. The retiring Directors, being eligible, have offered themselves for re-election.
   The profile of all the Directors including the Directors for election/re-election is in the Annual Report and on the Company's website www.fidelitybank.ng
2. Right of Securities Holders to Ask Questions

Securities holders have the right to ask questions at the Annual General Meeting and may also submit written questions to the Company prior to the meeting. Such questions should be sent by electronic mail to info.investor@ fidelitybank.ng or addressed to the Company Secretary and delivered to The Company Secretariat, Fidelity Bank Plc, Block B, No. 2, Kofo Abayomi Street, Victoria Island, Lagos on or before May 12, 2023.

1. E-AnnualReport

The electronic version of this notice as well as the annual report (e-annual report) for 2022 financial year can be downloaded from the Company's website www.fidelitybank.ng. The e-annual report will be emailed to all Shareholders who have provided their email addresses to the Registrars. Shareholders who wish to receive the e-annual report are kindly requested to send an email to [e-mail] or [e-mail].

(K) Website

A copy of this Notice and other information relating to the meeting can be found at www.fidelitybank.ng.

We Are Fidelity, We Keep Our Word