GUARANTY TRUST : NOTICES OF ANNUAL GENERAL MEETING (AGM) -

Guaranty Trust Holding Company Plc

RC 1690945

NOTICE OF ANNNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Second Annual General Meeting of GUARANTY TRUST HOLDING COMPANY PLC ("the Company") will hold virtually via https://www.gtcoplc.com/gtco-2nd-annual-general-meeting on May 11, 2023, at 10.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended December 31, 2022, and the Reports of the Directors, Auditors and Statu- tory Audit Committee thereon;
2. To declare a dividend;
3. To authorise Directors to fix the remuneration of the Auditors;
4. To disclose the Remuneration of Managers of the Company;
5. To elect Members of the Statutory Audit Committee.

SPECIAL BUSINESS

1. To consider and approve as an Ordinary Resolution of the Company:
   "That, in compliance with the Rules of the Nigerian Exchange Limited governing transactions with Related Parties or Interested Persons, the Company and its related entities ("The Group") be and are hereby granted a General Mandate in respect of all recurrent transactions entered into with a related party or interested person, provided such transactions are of a revenue or trading nature or are necessary for the Company's day to day operations. This Mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the Company is held."
2. "That Directors remuneration for the financial year ending December 31, 2023 and for succeeding years until reviewed by the Company in its Annual General Meeting, be and is hereby fixed at N50,000,000.00 (Fifty Million Naira only) annually for each Director."

PROXY

A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her/its stead. A proxy need not be a Shareholder of the Company. For the appointment to be valid, a completed proxy form must be deposited at the office of the Registrar, Datamax Registrars Limited, No. 2c, Gbagada Express Road, Gbagada Phase 1, Lagos State, not less than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the Annual Report. The Company will bear the cost of stamping of all duly completed and signed proxy forms submitted within the stipulated time.

BY THE ORDER OF THE BOARD

ERHI OBEBEDUO

Group General Counsel/

Company Secretary

FRC/2017/NBA/00000016024

Plot 635, Akin Adesola Street

Victoria Island, Lagos

April 18, 2023

NOTES:

1. Virtual Meeting Link
   Further to the provisions of the Business Facilitation (Miscella- neous Provisions) Act, section 240 (2) of the Companies and Allied Matters Act 2020 (CAMA) was amended to enable Pub- lic Companies conduct their General Meetings electronically. This Annual General Meeting will be held virtually. The virtual meeting link for the Annual General Meeting is https://www. gtcoplc.com/gtco-2nd-annual-general-meeting. The link would be sent to all Shareholders via email and be available on the company's website. www.gtcoplc.com.
2. Dividend
   If approved, dividend will be payable on Thursday, May 11, 2023, at the rate of N2.80 Kobo per every 50 Kobo ordinary share, to Shareholders whose names appear in the Register of Shareholders at the close of business on Monday, May
   1, 2023 (bringing total Dividend paid for the 2022 financial year to N3.10 Kobo). Shareholders who have completed the e-Dividend Mandate Forms will receive a direct credit of the dividend into their bank accounts on the date of the Annual
   General Meeting. Note however, that holders of the Com- pany's Global Depository Receipts listed on the London Stock Exchange will receive their dividend payments subsequently.
3. E-DividendMandate
   Shareholders are kindly requested to update their records and advise Datamax Registrars Limited of their updated records and relevant bank accounts for the payment of their divi- dends. Detachable forms in respect of mandate for E-dividend payment, Unclaimed/Stale Dividend payment and Sharehold- er data update are attached to the Annual Report for conve- nience. The aforementioned forms can also be downloaded from the Company's website at www.gtcoplc.com or from
   Datamax Registrars Limited's website at www.datamaxregis- trars.com.
   The duly completed forms should be returned to Datamax Registrars Limited, No. 2c, Gbagada Express Road, Gbagada Phase 1, Lagos State, or to the nearest GTBank branch.
4. Voting by Interested Persons
   In line with the provisions of Rule 20.8 (h), Rules governing Related Party transactions of the Nigerian Exchange Limited, Interested Persons have undertaken to ensure that their prox- ies, representatives or associates shall abstain from voting on resolution 6 above.
5. Unclaimed Dividend
   Shareholders are required to revalidate their unclaimed divi- dend which can be effected during the E-dividend mandate

Guaranty Trust Holding Company Plc

RC 1690945

process. An unclaimed dividend booklet containing the list of all unclaimed dividends will be circulated with the Annual Report and Financial Statements. All Shareholders with unclaimed dividend are advised to revalidate their unclaimed dividend either by visiting or writing to the Registrar, Datamax Registrars Limited, No. 2c, Gbagada Express Road, Gbagada Phase 1, Lagos State.

1. E-AnnualReport
   The electronic version of the Annual report is available at www.gtcoplc.com. Shareholders who have provided their email addresses to the Registrars will receive the electronic version of the Annual Report via email. Furthermore, Share- holders who are interested in receiving the electronic version of the Annual Report are kindly required to request via email to [e-mail].
2. Closure of Register
   The Register of Shareholders will be closed on Tuesday, May 2, 2023, to enable the Registrar prepare for payment of div- idend.
3. Statutory Audit Committee
   In accordance with section 404 (6) of CAMA, any Shareholder may nominate a Shareholder for appointment to the Statuto- ry Audit Committee. Such nomination should be in writing and should reach the Group Company Secretary at least twen- ty-one (21) days before the Annual General Meeting.
   Kindly note that by virtue of the provisions of the Code of Corporate Governance issued by the Securities and Exchange
   Commission (SEC) and the Companies and Allied Matters Act, 2020, all members of the Statutory Audit Committee should be financially literate and at least one member must be a member of a professional accounting body in Nigeria estab- lished by an Act of the National Assembly and be knowledge- able in internal control processes.
   In view of the foregoing, nominations to the Statutory Audit Committee should be supported by the Curricula Vitae of the nominees.
4. Shareholders' Right to Ask Questions
   Shareholders reserve the right to ask questions at the Annu- al General Meeting. Shareholders may also submit questions prior to the Meeting in writing to the Company, in line with
   Rule 19.12(c) of the Listing Rules of The Nigerian Exchange Limited. Such questions should be addressed to the Group Company Secretary and reach the Company at its Head Office or by electronic mail at [e-mail], not later than seven (7) days to the date of the Meeting.