UNION BANK OF NIGERIA : NOTICES OF COURT ORDER MEETING (COM) -

IN THE FEDERAL HIGH COURT OF NIGERIA

HOLDEN AT LAGOS

SUIT NO. FHC/L/CS/840/2023

IN THE MATTER OF

THE COMPANIES & ALLIED MATTERS ACT 2020 (CAMA) (AS AMENDED)

AND

IN THE MATTER OF AN APPLICATION UNDER SECTION 715 CAMA

AND

IN RE: UNION BANK OF NIGERIA PLC. (RC. 6262)

MEETING OF THE REGISTERED HOLDERS OF THE ISSUED AND FULLY PAID ORDINARY SHARES

OF

UNION BANK OF NIGERIA PLC

NOTICE IS HEREBY GIVEN that by an order of the Federal High Court, sitting at Lagos (hereinafter called "the Court") dated 10th of May, 2023 made under the hand of the Honourable Justice A. Aluko in the above matter, the Court has directed that a meeting ("the Meeting") of the holders of the fully paid-up ordinary shares of Union Bank of Nigeria Plc (hereinafter called "Union Bank" or "the Bank") be convened for the purpose of considering and if thought fit, approving (with or without modification) a Scheme of Arrangement between Union Bank of Nigeria Plc and the holders of its fully paid ordinary shares. The Scheme is explained in detail in the Explanatory Statement on Pages 10 to 16 of the Scheme Document.

The Meeting will be held on the 13th of June 2023 at The Shell Hall, MUSON Centre, 8/9 Marina, Onikan, Lagos at

11.00 a.m., at which place and time all the aforesaid shareholders are requested to attend.

Copies of the Scheme and the Explanatory Statement required to be furnished pursuant to Sections 715 and 716 of CAMA are enclosed herewith.

At the meeting, the following sub-joined resolution will be proposed and if thought fit passed as a special resolution of the Bank:

1. That the Scheme of Arrangement dated the 10th day of May 2023 be and is hereby approved and that the Directors be and are hereby authorized to consent to any modification of the Scheme of Arrangement that the Federal High Court shall deem fit to impose or approve.
2. For the purpose of giving effect to the Scheme subject to such modification, addition and condition agreed between the Bank and Holders of its Ordinary Shares and/or approved or imposed by the Court:
3. 1. The Scheme Shares (as defined in this Scheme Document) be transferred to Titan Trust Bank Limited.
   2. The holders of the Scheme Shares be paid the Scheme Consideration (as defined in this Scheme Document) by Titan Trust Bank Limited for the transfer of the said Scheme Shares.
4. That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N7.00 (Seven Naira) per share transferred.
5. That Nigerian Exchange Limited ("NGX") and Central Securities Clearing System Plc ("CSCS") shall be notified and requested to terminate trading in the shares with effect from the Eligibility Date and no trading or transfer of the Bank's shares shall be registered after that date.

1. That conditional upon the Scheme becoming effective, the Bank's shares shall be de-listed from NGX on the Eligibility Date and following that date, all the share certificates representing the interests of the Scheme Shareholders (as defined in the Scheme Document) shall be deemed to be dematerialized and in the case of dematerialised shares, all the shares of the Bank that were lodged with the CSCS shall be transferred to Titan Trust.
2. That the Board of Directors of the Bank be and is hereby authorised to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or the Central Bank of Nigeria or the Securities and Exchange Commission may deem fit to impose or approve, or that may otherwise be required.

By the said Order, the Court has appointed the Chairman of the Board of Directors, Mr. Farouk Mohammed Gumel, or failing him, any other director appointed in his stead by the shareholders present at the meeting to act as Chairman of the said meeting and has directed the Chairman to report the results thereof to the Court. Voting at the meeting will be by poll. Shareholders may vote in person, or they may appoint another person, whether a shareholder or not to attend and vote in their stead.

In compliance with the requirements of the Nigerian Exchange Limited, Titan Trust Bank Limited, the majority shareholder in Union Bank, has informed Union Bank that it, its nominees, associates, related parties, or other party acting in concert, will not exercise its right of voting at the Court-Ordered Meeting. Thus, Titan Trust Bank Limited will not be voting at the Court-Ordered Meeting.

The Qualifying Shareholders may submit questions on the Scheme to the Bank prior to the date of the Court-Ordered Meeting. All such questions must be submitted to the Company Secretary via email to CompanySecretaryUBN@unionbankng.com not less than 24 (twenty-four) hours before the time appointed for the Court-Ordered Meeting. Shareholders sending in their questions will be required to provide the following details along with their questions: full name as provided during the purchase of the share(s), phone number and email address (if available).

A form of proxy applicable for the meeting is enclosed herewith. In the case of joint shareholders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand on the register of members of Union Bank of Nigeria Plc.

It is requested that the executed Proxy Form be lodged at the office of the Registrar, as shown on the Proxy Form, not less than 24 (twenty-four) hours before the time appointed for the Court-Ordered Meeting.

Please note that the lodging of a Proxy Form does not prevent you from attending the meeting and voting in person should you so wish. However, in such instances, your proxy will not be entitled to attend or vote.

The Scheme of Arrangement will be subject to the subsequent approval of the Court.

Closure of Register of Members

The Register of Members will be closed from 22nd May 2023 to 26th May 2023 (both dates inclusive) for the purpose of determining the right of attendance at the Court-Ordered Meeting.

Dated this 16th day of May 2023