Zenith Bank : Scheme Document

March 29, 2024 at 09:56 am EDT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or any action to be taken, it is recommended that you consult your Banker, Solicitor, Accountant or any other independent professional adviser duly registered under the Investments and Securities Act (No. 29 of 2007) immediately.

If you have sold or otherwise transferred all your shares (or Existing GDRs representing the shares) in Zenith Bank Plc (Zenith Bank or the Bank), please give this document and the accompanying documents to the purchaser or transferee or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. In the alternative, kindly return this document to the Registrar.

The receipt of this document or any information contained in it or supplied with it or subsequently communicated to any other person does not constitute investment advice to a shareholder or GDR Holder (as defined in this document) from the Bank or to any other person by the Bank or its directors and the Bank does not commit to providing shareholders or GDR Holders with other information, updates or corrections to this document or the information contained herein.

The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in, or into, jurisdictions other than the Federal Republic of Nigeria may be restricted by the laws of those jurisdictions and therefore this document and/or the accompanying documents may not be distributed or published in any jurisdiction except in compliance with any applicable laws and regulations. Persons into whose possession this document and/or any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

SCHEME OF ARRANGEMENT

(Under Section 715 of the Companies and Allied Matters Act, 2020)

BETWEEN

Zenith Bank Plc.

(RC 150224)

AND

THE HOLDERS OF ITS FULLY PAID ORDINARY SHARES OF 50 KOBO EACH

IN CONNECTION WITH THE PROPOSED RESTRUCTURING OF ZENITH BANK PLC WHICH WILL RESULT IN A NEW NON-OPERATING HOLDING COMPANY - ZENITH BANK HOLDING COMPANY PLC - BECOMING THE LISTED PARENT ENTITY

OF ZENITH BANK PLC AND RELATED GROUP COMPANIES

Incorporating an Explanatory Statement on the Proposed Scheme of Arrangement

(In compliance with Section 716 of the Companies & Allied Matters Act, 2020)

Quantum Zenith Capital & Investments Limited (Quantum Zenith) is acting as the Financial Adviser in respect of the proposed scheme of arrangement (the Scheme). Quantum Zenith will not be responsible to any person, individual or corporate body other than the Bank in relation to the contents of this document or any transactions or arrangements referred to herein.

The notice convening the Court-Ordered Meeting of the Bank is set out on pages 74 to 76 of this document. A Proxy Form is also attached. To be valid, the instrument appointing a proxy shall be in writing, under the hand of the appointor or his attorney (duly authorized in writing), or if such appointor is a corporation, under its common seal or under the hand of some officer or attorney duly authorized in that behalf. The Proxy Form and the power of attorney (where applicable) shall be deposited at the Bank's head office or at such other place as is specified for that purpose in the notice convening the Court-Ordered Meeting not less than 18 hours before the time appointed for the Court-Ordered Meeting.

THE PROPOSALS, WHICH ARE THE SUBJECT OF THE SCHEME SET OUT IN THIS DOCUMENT, HAVE BEEN CLEARED WITH THE SECURITIES AND EXCHANGE COMMISSION AND ISSUED PURSUANT TO THE APPROVAL-IN-PRINCIPLE GRANTED BY THE CENTRAL BANK OF NIGERIA IN RELATION TO THE PROPOSED RESTRUCTURING. THE ACTIONS THAT YOU ARE REQUIRED TO TAKE ARE SET OUT ON THE PROXY FORM ON PAGE 77 OF THIS SCHEME DOCUMENT. THE ACTIONS THAT HOLDERS OF THE EXISTING GDRS ARE REQUIRED TO TAKE ARE SET OUT ON PAGE 61 OF THIS SCHEME DOCUMENT.

THIS DOCUMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The HoldCo Shares (as defined in this document) and the HoldCo GDRs (as defined in this document) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act), or the securities laws of any State or any other jurisdiction of the United States of America (the United States), and may not be offered, sold or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, in each case subject to compliance with any applicable securities laws of any State or any other jurisdiction of the United States. The HoldCo Shares and the HoldCo GDRs will be issued in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act. Neither the US Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has approved or disapproved of the Scheme or passed on the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

FINANCIAL ADVISER

RC 639491

THIS SCHEME DOCUMENT IS DATED MARCH 28, 2024

OUTLINE

OUTLINE ........................................................................................................................................................... 2

DEFINITIONS ...........................................................................................................................…………………… .3

IMPORTANT NOTICES ...................................................................................................................................... 7

PROPOSED TIMETABLE .............................................................................................................. .................... 10

DIRECTORS AND PARTIES TO THE SCHEME ................................................................................................ 11

PART I - LETTER FROM THE CHAIRMAN OF ZENITH BANK PLC ................................................................... 14

PART II - EXPLANATORY STATEMENT FROM THE FINANCIAL ADVISER ....................................................... 16

PART III - SCHEME OF ARRANGEMENT .......................................................................................................... 27

APPENDIX I: FURTHER INFORMATION ON ZENITH BANK PLC ....................................................................... 34

APPENDIX II: FURTHER INFORMATION ON ZENITH BANK HOLDING COMPANY PLC ................................... 51

APPENDIX III: PRO-FORMA FINANCIAL INFORMATION ................................................................................... 57

APPENDIX IV: INFORMATION FOR GDR HOLDERS ......................................................................................... 61

APPENDIX V: FAIRNESS OPINION REPORT ..................................................................................................... 62

APPENDIX VI: TAX OPINION ............................................................................................................................. 69

APPENDIX VII: STATUTORY AND OTHER INFORMATION ................................................................................. 72

APPENDIX VIII: NOTICE OF COURT-ORDERED MEETING ................................................................................ 74

PROXY FORM ..................................................................................................................... ........................ 77

APPENDIX IX: APPENDIX TO THE SCHEMEDOCUMENT ................................................................................. 78

DEFINITIONS

The following definitions apply throughout the document except where otherwise stated.

Approval-in-Principle or AiP	The Approval-in-Principle dated 22.02.23 in relation to the proposed Restructuring
granted by the CBN to the Bank pursuant to the FHC Guidelines.
Act or ISA	Investments and Securities Act No. 29 of 2007.
Bank or Zenith Bank	Zenith Bank Plc, a public limited liability company incorporated under the laws of
the Federal Republic of Nigeria with registration number 150224 and duly licensed
with number CBBI/000006, to carry on Commercial Banking Business
(International Scope) by the CBN
Banking Subsidiaries	The banking subsidiaries of the Bank as of the date of this Scheme Document as
listed below and such other banking subsidiary as may be included at a future date:
Zenith Bank (Ghana) Limited
Zenith Bank (UK) Limited
Zenith Bank (Sierra Leone) Limited
Zenith Bank (The Gambia) Limited
Board of Directors or the	The Board of Directors of the Bank or HoldCo, as the context requires.
Board
Business Day	Any day other than a Saturday, Sunday or official public holiday declared by the
Federal Government of Nigeria, on which banks are open for business in Nigeria.
CAC	Corporate Affairs Commission.
CAMA	Companies and Allied Matters Act, 2020.
CBN	Central Bank of Nigeria.
CITA	Companies Income Tax Act (as amended), Cap C21, LFN 2004.
Conditions	The conditions of the Scheme set out in Part III of this Scheme Document.
Court	The Federal High Court of Nigeria.
Court Hearing or Hearing	The hearing by the Court of the petition to sanction the Scheme.
Court Hearing Date	The date on which the Court hears the petition to sanction the Scheme.
Court-Ordered	The meeting of the Shareholders of the Bank convened by order of the Court and
Meeting, Meeting or CoM	held pursuant to Section 715 of the CAMA, notice of which is set out on pages 74
to 76 of the Scheme Document, or any reconvened meeting following any
adjournment thereof.
Court Sanction	The order of the Court pursuant to the provisions of Section 715(3) of the CAMA
approving the Scheme.
CSCS	An electronic clearing and depositary system for securities transactions in Nigeria
operated by Central Securities Clearing System Plc.
CTC	Certified True Copy.

Custodian	Citibank Nigeria Limited, the Nigerian agent of the Depositary Bank with respect to
the Bank's Existing GDR program by virtue of which the Custodian is the registered
holder of the Existing GDR Underlying Shares in the Register of Members of the
Bank. If the Scheme becomes Effective, the Custodian will be recorded as the
registered holder of the HoldCo GDR Underlying Shares in the Register of Members
of the HoldCo.
Deposit Agreement	The agreement dated 20 February 2013 between the Bank and the Depositary
Bank in relation to the Existing GDRs.
Depositary Bank	JPMorgan Chase Bank, the Depositary Bank for the Bank's Existing GDR program.
Directors	The Directors of the Bank, who, at the date of this document, comprise those
persons whose names are set out on page 11 and 12 of this Scheme Document.
EDT	Excess Dividend Tax.
Effective	The Scheme having become effective pursuant to its terms.
Effective Date	The date on which a CTC of the Court Sanction is delivered to the CAC for
registration.
Existing GDRs	The 42,459 GDRs issued pursuant to the Deposit Agreement by the Depositary
Bank representing ownership in the Existing GDR Underlying Shares and listed on
the Official List of the FCA and admitted to trading on the main market of the LSE
under the trading symbol "ZENB".
Existing GDR	The 2,122,950 (Two Million, One Hundred and Twenty Thousand, Nine Hundred
Underlying Shares	and Fifty) fully paid ordinary shares of 50 Kobo each in Zenith Bank's issued share
capital, deposited with and held in the name of the Custodian on behalf of the
Depositary Bank for the benefit of the GDR Holders pursuant to the terms of the
Deposit Agreement and which form part of the Scheme Shares as of the date of
this Scheme Document.
Explanatory Statement	The statement issued by the Financial Adviser to Zenith Bank, for the purpose of
explaining the terms, conditions and effects of the Scheme, which is set out on
pages 16 to 26 of the Scheme Document.
FCA	Financial Conduct Authority, the securities regulator of the United Kingdom.
FHC	A Financial Holding Company as defined under the FHC Guidelines.
FHC Guidelines	The Guidelines for Licensing and Regulation of Financial Holding Companies in
Nigeria effective August 29, 2014 issued by the CBN and as may be amended from
time to time.
Final Licence	The final licence to be sought by the HoldCo from the CBN subject to satisfaction
of the relevant requirements of the AiP and the FHC Guidelines.
Financial Adviser	Quantum Zenith Capital & Investments Limited acting as the Financial Adviser to
the Bank in connection with the Scheme.
FIRS	Federal Inland Revenue Service.
FGN	Federal Government of Nigeria.
Form of Proxy or Proxy	The attached form of proxy contained on page 77 of this Scheme Document for
Form	use in connection with the Court-Ordered Meeting.

GDRs	Global Depositary Receipts issued under the Deposit Agreement or the New
Deposit Agreement, as the context requires.
GDR Holder	The person or persons recorded in the GDR Register as holder of a GDR, for the
time being.
GDR Register	The register showing the number of GDRs issued and remaining outstanding from
time to time, the date of issue, all subsequent transfers and changes of ownership
in respect thereof, and the names and addresses of GDR Holders, maintained by
the Depositary Bank.
Group or Zenith Bank	The existing group as of the date of this Scheme Document, comprising the Bank,
Group	ZenPay Ltd, the Banking Subsidiaries and the Non-Banking Subsidiaries.
HoldCo	Zenith Bank Holding Company Plc, a public limited company incorporated under
the laws of the Federal Republic of Nigeria with registration number RC 6984692
and which shall seek a Final Licence to operate as the direct FHC of the Bank and
Zenpay Ltd and the ultimate holding company of the Non-Banking Subsidiaries
after the Scheme becomes Effective.
HoldCo GDRs	The GDRs to be issued by the Depositary Bank pursuant to the New Deposit
Agreement, representing ownership in the HoldCo GDR Underlying Shares.
HoldCo GDR	The 2,122,950 (Two Million, One Hundred and Twenty Thousand, Nine Hundred
Underlying Shares	and Fifty) fully paid ordinary shares of 50 Kobo each to be issued by the HoldCo
and deposited with the Custodian for the account of the Depositary Bank pursuant
to the New Deposit Agreement, upon the Scheme becoming Effective
The 31,396,493,787 (Thirty-One Billion, Three Hundred and Ninety-Six Million,
HoldCo Shares	Four Hundred and Ninety-Three Thousand, Seven Hundred and Eighty-Seven)
ordinary shares of 50 Kobo each in the share capital of the HoldCo which are
proposed to be issued to the Scheme Shareholders in exchange for the Scheme
Shares pursuant to the Scheme.
LFN	Laws of the Federation of Nigeria.
Listing Rules	The listing rules of The NGX or the LSE, as the context requires.
LSE	London Stock Exchange Plc.
N or Naira or NGN	The Nigerian Naira, the lawful currency of the Federal Republic of Nigeria.
New Deposit Agreement	The new agreement to be entered into between the HoldCo and the Depositary
Bank in relation to the HoldCo GDRs.
No-Objection	No Objection granted by the SEC pursuant to the SEC Rules and Regulations.
Non-Banking Subsidiaries	Zenith Pension Custodians Limited, Zenith Nominees Limited, and the subsidiaries
of Zenith Bank (other than the Banking Subsidiaries) that will undertake
permissible activities as defined under the FHC Guidelines.
Official List	The official list for listed securities maintained by the FCA or the NGX, as the context
requires.
Overseas	Shareholders (and GDR Holders) with registered addresses outside of the Federal
Shareholders	Republic of Nigeria.
PENCOM	National Pension Commission.

Prospectus	The prospectus to be prepared by the HoldCo in accordance with the UK
Prospectus Regulation Rules to be approved by the FCA in respect of the
application for admission of the HoldCo GDRs to the Official List.
Qualification Date	April 17, 2024, being the date before the Register of Members of the Bank shall
be closed for the purpose of determining the Shareholders who will be eligible to
attend and vote at the Court-Ordered Meeting.
Register of Members	The register of members of Zenith Bank or the HoldCo (as the context requires) as
is required to be maintained pursuant to the provisions of CAMA.
Registrar	Veritas Registrars Limited, the entity that maintains the Register of Members for
the Shares.
Restructuring	The proposed corporate reorganization of the Zenith Bank Group by means of the
Scheme whereby the HoldCo is to become the ultimate listed parent entity of the
Group.
Scheme	The scheme of arrangement between Zenith Bank and its Shareholders proposed
to be made under Section 715 of CAMA, the terms of which are as set out on pages
27 to 33 of this document.
Scheme Document	This document setting out the Scheme, the Explanatory Statement, the Chairman's
Statement, the Notice of the Court-Ordered Meeting and the various appendices
contained therein in relation to the Scheme.
Scheme Shares or Shares	The 31,396,493,787 (Thirty-One Billion, Three Hundred and Ninety-Six Million,
Four Hundred and Ninety-Three Thousand, Seven Hundred and Eighty-Seven)
ordinary shares of 50 Kobo each which constitute the entire issued share capital
of the Bank as at the date of this Scheme Document and which are listed on the
Main Board of The NGX under the trading symbol "[ZENITHBANK]".
Scheme Resolution or	The sub-joined resolutions to be proposed as a special resolution at the Meeting
Resolution	to approve and give effect to the Scheme.
Scheme Shareholders or	The holders of the fully paid ordinary shares of Zenith Bank whose names appear
Shareholders	in the Register of Members as at the Qualification Date and who are eligible to
attend and vote at the Court-Ordered Meeting.
SEC or Commission	Securities and Exchange Commission, Nigeria, established under the ISA.
SEC Rules and	The rules and regulations issued by the SEC pursuant to the ISA.
Regulations
Securities Act	US Securities Act of 1933, as amended.
Terminal Date	The Business Day immediately preceding the Effective Date.
The NGX or The Exchange	Nigerian Exchange Limited.
Trading Cessation	The date announced on The NGX to be the last day for trading in Scheme Shares.
Date
UK	The United Kingdom of Great Britain and Northern Ireland.
United States or US	United States of America.
US Shareholders	Shareholders (including GDR Holders) with registered addresses in the United
States.

The Scheme Document

This Scheme Document sets out details of the Restructuring and incorporates an Explanatory Statement for the Scheme as required under CAMA and the SEC Rules and Regulations. It explains the effect of the Scheme to be considered at the Meeting.

The summaries of the principal provisions of the Scheme contained in this document are qualified in their entirety by reference to the Scheme itself, the full text of which is set out on pages 27 to 33 of this Scheme Document. Each Shareholder and GDR Holder is advised to read and consider carefully the text of the Scheme itself. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser registered under the ISA.

The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document will not give rise to any implication that there has been no change in the facts set forth herein since such date.

The CBN

Pursuant to the requirements of the FHC Guidelines, the Bank has sought and obtained the AiP in relation to the Restructuring from the CBN. The Final Licence shall also be sought from the CBN upon satisfaction of the requirements of the AiP and the FHC Guidelines and subject to the approval of the terms and conditions of the Scheme by the Shareholders, formal approval of the SEC and sanction by the Court. Neither the CBN nor any of its officers take any responsibility for the contents of this Scheme Document. The fact that the CBN has issued the AiP and may issue the Final Licence is not to be taken in any way as an indication of the merits of the Scheme.

The SEC

The SEC has issued its No-Objection in connection with the Scheme and cleared this Scheme Document. The formal approval of the SEC in connection with the Scheme shall also be sought. If the SEC grants the formal approval, a petition will be filed with the Court for the sanction of the Scheme. Neither the SEC nor any of its officers take any responsibility for the contents of this Scheme Document. The fact that the Commission has approved the Scheme is not to be taken in any way as an indication of the merits of the Scheme.

The NGX

A copy of this Scheme Document will be provided to the NGX. Neither the NGX nor any of its officers take any responsibility for the contents of this Scheme Document. The fact that The NGX may approve the Scheme is not to be taken in any way as an indication of the merits of the Scheme. The Shares will continue to be quoted on The NGX if the Scheme is not approved at the Court-Ordered Meeting.

The LSE

A copy of this Scheme Document will be sent to the LSE. However, the LSE will not examine or approve the contents of this document.

Other relevant Group regulators

The relevant regulators in each jurisdiction where the Group conducts regulated banking activities have been notified in advance of the Restructuring and that the HoldCo will become the FHC (indirect and ultimate parent company) of the Banking Subsidiaries. A copy of this Scheme Document may be sent to certain of the relevant regulators, as necessary. However, such regulators will not examine or approve the contents of this document.

Investment Decisions

The information contained in this Scheme Document does not constitute financial advice. This Scheme Document does not take into account the investment objectives, financial situation or particular needs of any individual Scheme Shareholder, GDR Holder or any other person. Independent financial and taxation advice should be sought before making any decision in relation to the Scheme.

Actions by holders of Existing GDRs

Holders of Existing GDRs will be contacted by the Depositary Bank with guidelines on how to provide voting instructions to the Depositary Bank with respect to the Existing GDR Underlying Shares represented by their Existing GDRs. In order that such Existing GDR Underlying Shares are voted, holders of Existing GDRs are required to meet the deadlines provided by the Depositary Bank in respect of such voting instructions.

Upon the Scheme becoming Effective, the Existing GDR Underlying Shares will be transferred to the HoldCo, the Existing GDRs will be cancelled and the Depositary Bank shall procure the HoldCo GDRs are credited to the accounts from which the Existing GDRs were cancelled.

Forward looking Statements

Certain statements included herein may constitute forward-looking statements that involve a number of risks and uncertainties. Such forward looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "approximately" or "anticipates" or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding intentions, beliefs or current expectations concerning, amongst other things, the Bank, HoldCo and their respective subsidiaries. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Notice to Overseas Shareholders

This Scheme Document and the accompanying documents have been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to and for the purpose of complying with Nigerian law and the information disclosed may not be the same as that which would have been prepared in accordance with laws of jurisdictions outside the Federal Republic of Nigeria. Nothing in this document or the accompanying documents should be relied on for any other purpose.

Information for United States Shareholders

In the United States, this document is being furnished to US Shareholders solely to explain the proposals and describe the action recommended to be taken by the Shareholders (and GDR Holders) in relation to the Court-Ordered Meeting. This document is personal to each Shareholder/GDR Holder and does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire the HoldCo Shares and/or the HoldCo GDRs. This document is not an offer of securities for sale in the United States. The HoldCo Shares and the HoldCo GDRs to be issued in connection with the Scheme have not been and will not be registered under the Securities Act, or the securities laws of any State or any other jurisdiction of the United States, and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. For the purpose of qualifying for the Section 3(a)(10) exemption, the Bank will advise the Court that it will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by the HoldCo as an approval of the Scheme following a hearing on its fairness at the Court Hearing, at which Hearing all Shareholders (as well as GDR Holders) will be entitled to attend in person or to be represented by counsel to support or oppose the sanctioning of the Scheme by the Court and with respect to which notification has been or will be given to all such Shareholders (as well as GDR Holders).

The HoldCo Shares relate to shares of a company incorporated in the Federal Republic of Nigeria and are to be issued by way of a scheme of arrangement provided for under Nigerian law. The Scheme is subject to the disclosure requirements and practices applicable in Nigeria to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. US Shareholders should note that no appraisal or similar rights of dissenting shareholders will apply in connection with the Scheme as none are required as a matter of Nigerian law.

References to time and currency

Unless otherwise stated, a reference to time in this Scheme Document is a reference to Nigerian time (GMT+1). References to Naira or N in this Scheme Document are to the Nigerian Naira, the official currency of the Federal Republic of Nigeria. References to Dollars or US$ in this Scheme Document are to United States Dollars, unless otherwise stated.

Rounding

Certain financial figures in this Scheme Document have been rounded as applicable, unless otherwise stated. Such figures should be considered as approximate figures. Any discrepancies in any table between totals and sums of amounts listed therein or to previously published financial figures are due to rounding.

Defined Terms and Interpretation

Capitalised terms used herein are defined in the "Definitions" section starting from page 3 to 6 of this Scheme Document.

Taxation

The Scheme Shareholders (and GDR Holders) should consult their own professional tax advisers as to the tax consequences of the Scheme relevant to their specific circumstances.

Court Process

The Court is not responsible for the contents of this Scheme Document and, in ordering that the Meeting be convened, the Court does not in any way indicate that the Court has approved or will approve the terms of the Scheme.

PROPOSED TIMETABLE

DATE	ACTIVITY
[•], 2024	Obtain court order to hold Court-Ordered meeting
[•], 2024	Publish notice of Court-Ordered Meeting in two national newspapers
[•], 2024	Last date for lodging Proxy Forms for the Court-Ordered Meeting
[•], 2024	Hold Court-Ordered Meeting to pass special resolutions to approve the Scheme
[•], 2024	File the Scheme Resolutions and Scrutineers' Report with the SEC and notify CBN of the
outcome of the Meeting.
[•], 2024	Obtain CBN's final approval of the Restructuring
[•], 2024	Obtain SEC's final approval of the Scheme
Obtain applicable regulatory approvals required outside Nigeria.
[•], 2024	Court Hearing Date
[•], 2024	Obtain Court Sanction of the Scheme and the CTC of the Court Order.
[•], 2024	File CTC of Court Sanction with the SEC.
[•], 2024	Register CTC of Court Sanction of the Scheme with the CAC ("Effective Date").
[•], 2024	Trading Cessation Date
[•], 2024	Obtain NGX's approval to delist the Shares and list HoldCo Shares on the Official list of
The NGX
[•], 2024	Delist the Shares from the Official List of The NGX
[•], 2024	Obtain the FCA's approval to admit the HoldCo GDRs to the UK Official List and the LSE's
approval to admit the HoldCo GDRs to trading on the main market of the LSE
[•], 2024	Delist the Existing GDRs from the UK Official List and the LSE
[•], 2024	Obtain the FCA's approval to admit the HoldCo GDRs to the UK Official List and the LSE's
approval to admit the HoldCo GDRs to trading on the main market of the LSE.
[•], 2024	Credit CSCS accounts of Scheme Shareholders with the HoldCo Shares.
[•], 2024	List HoldCo Shares.
[•], 2024	List HoldCo GDRs.

The dates given above are indicative only and are subject to possible changes without notice. This timetable has been prepared on the assumption that the Court dates for the Scheme will be available as and when applied for. If this is not the case, then the dates surrounding key events in the timetable may be subject to corresponding adjustment(s).

Page 10 of 110

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Zenith Bank plc published this content on 29 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 13:55:03 UTC.

End-of-day quote Nigerian S.E. Other stock markets 06:00:00 2024-04-25 pm EDT			5-day change	1st Jan Change
32.6 ^NGN	-10.44%		-8.17%	-15.65%

Apr. 15	Transcript : Zenith Bank Plc, 2023 Earnings Call, Apr 15, 2024
Apr. 08	Zenith Bank Plc Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Transcript : Zenith Bank Plc, 2023 Earnings Call, Apr 15, 2024	Apr. 15
Zenith Bank Plc Reports Earnings Results for the Full Year Ended December 31, 2023	Apr. 08	CI
Zenith Bank Plc Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2023	23-10-31	CI
Transcript : Zenith Bank Plc, H1 2023 Earnings Call, Sep 14, 2023	23-09-14
Nigeria bars bank dividends from FX revaluation income	23-09-12	RE
Zenith Bank Plc Reports Earnings Results for the Half Year Ended June 30, 2023	23-09-11	CI
Zenith Bank plc Appoints of Dr. Juliet Ehimuan as A Non-Executive Director	23-08-30	CI
Nigerian banking stocks rise 8% after central bank governor suspended	23-06-13	RE
Zenith Bank Plc Reports Earnings Results for the First Quarter Ended March 31, 2023	23-04-28	CI
Transcript : Zenith Bank Plc, 2022 Earnings Call, Mar 31, 2023	23-03-30
Nigeria's Zenith Bank Secures Approval to Convert to Holding Company	23-03-03	MT
Zenith Bank plc Announces Retirement of Adaora Umeoji as Deputy Managing Director	23-03-02	CI
Zenith Bank Plc Announces Retirement of Dennis Olisa and Umar Shuaib Ahmed as Executive Directors	22-12-28	CI
Zenith Bank Plc Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2022	22-10-27	CI
Transcript : Zenith Bank Plc, H1 2022 Earnings Call, Aug 25, 2022	22-08-25
Zenith Bank Plc Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-23	CI
Zenith Bank plc Redeems USD 500 Million Eurobond	22-05-31	CI
Zenith Bank Plc Reports Earnings Results for the First Quarter Ended March 31, 2022	22-04-28	CI
Nigerian banks suspend card withdrawals abroad	22-03-15	RE
Transcript : Zenith Bank Plc, 2021 Earnings Call, Mar 03, 2022	22-03-03
Zenith Bank Plc Reports Earnings Results for the Full Year Ended December 31, 2021	22-02-28	CI
Zenith Bank Plc Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2021	21-10-29	CI
Zenith Bank Plc Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2021	21-10-29	CI
Nigerian court lifts bank freeze on firms accused of buying crypto	21-10-26	RE
Transcript : Zenith Bank Plc, H1 2021 Earnings Call, Sep 01, 2021	21-09-01

	1st Jan change	Capi.
ZENITH BANK PLC	-15.65%	770M
AGRICULTURAL BANK OF CHINA LIMITED	+16.61%	210B
PT BANK CENTRAL ASIA TBK	+2.39%	73.14B
ANZ GROUP HOLDINGS LIMITED	+7.99%	54.82B
CRÉDIT AGRICOLE S.A.	+13.25%	47B
INDUSTRIAL BANK CO., LTD.	+1.36%	47.1B
CHINA CITIC BANK CO., LTD.	+19.29%	44.81B
JAPAN POST BANK CO., LTD.	+10.93%	36.6B
QATAR NATIONAL BANK (Q.P.S.C.)	-16.21%	35.14B
INVEST BANK	-96.60%	32.24B

Zenith Bank Plc

Equities

ZENITHBANK

NGZENITHBNK9

Banks

Zenith Bank : Scheme Document

Latest news about Zenith Bank Plc

Chart Zenith Bank Plc

Company Profile

Income Statement Evolution

Ratings for Zenith Bank Plc

Analysts' Consensus

EPS Revisions

Annual profits - Rate of surprise

Sector Commercial Banks