THIS DOCUMENT IS IMPORTANT AND MUST BE READ CAREFULLY

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
85 and 86 of the Investments and Securities Act No 29, 2007

For information concerning certain risk factors, which should be considered by prospective investors, see Risk
Factors from Pages 30 to 32

FBN HOLDINGS PLC

RC 916455

Rights Issue of
5,982,548,799
Ordinary Shares of 50 kobo each at
N25.00 per Share
on the basis of 1 new Ordinary Share
for every 6 Ordinary Shares held as at the close of business on
18 OCTOBER, 2024
The Rights being offered in this document are tradable on the Floor of the Nigerian Exchange Limited for the duration of the Issue
Payable in full on Acceptance
ACCEPTANCE LIST OPENS: 4 November, 2024
ACCEPTANCE LIST CLOSES: 12 December, 2024

Lead Issuing House:

RC 189502

Joint Issuing Houses:

RC 1517636 RC 606031 RC 207138 RC 224109 RC 264978

RC 617327

RC 446561 RC 1191465 RC 1406592 RC 936547 RC 1297664 RC 733583

RC 685973 RC 1031358 RC 444999

THE RIGHTS BEING OFFERED IN THIS CIRCULAR ARE TRADEABLE ON THE FLOOR OF THE NIGERIAN EXCHANGE LIMITED FOR THE DURATION OF THE
RIGHTS ISSUE. This Rights Circular and the Securities which it offers have been cleared and registered by the Securities and Exchange Commission.
Investors may confirm the clearance of this Rights Circular and registration of the securities with the Securities and Exchange Commission by
This Rights
contacting the Circular is dated
Commission October 28, 2024.
at sec@[Link] or +234(0)9462110; +234(0) 94621168. It is a civil wrong and a criminal offence under the
Investments and Securities Act (No. 29 of 2007) to issue a Rights Circular which contains false or misleading information. Clearance and Registration
of this Rights Circular and the Securities which it offers do not relieve the parties from any liability arising under the Act for false and misleading
statements contained herein or for any omission of a material fact. A copy of the Rights Circular will be available on FBN Holdings Plc’s website
[Link] during the duration of the Rights Issue period.

A copy This Rights Circular is dated October 28, 2024.

A.
CONTENTS

IMPORTANT NOTICE ................................................................................................................................................ 3

DEFINITIONS ............................................................................................................................................................ 4
CORPORATE DIRECTORY .......................................................................................................................................... 6
ABRIDGED INDICATIVE TIMETABLE ........................................................................................................................... 7
SUMMARY OF THE RIGHTS ISSUE.............................................................................................................................. 8
THE RIGHTS ISSUE .................................................................................................................................................. 11
DIRECTORS, AUDIT COMMITTEE MEMBERS, COMPANY SECRETARY AND PARTIES TO THE ISSUE .............................. 12
THE GROUP CHAIRMAN’S LETTER ........................................................................................................................... 18
OVERVIEW OF FBN HOLDINGS PLC.......................................................................................................................... 20
1. HISTORICAL OVERVIEW ........................................................................................................................................ 20
2. BUSINESS OVERVIEW ........................................................................................................................................... 20
3. GROUP STRUCTURE............................................................................................................................................. 20
4. BOARD OF DIRECTORS ......................................................................................................................................... 22
5. MANAGEMENT TEAM .......................................................................................................................................... 27
6. RISK FACTORS .................................................................................................................................................... 30
SHAREHOLDERS RESOLUTION AUTHORISING THE ISSUE .......................................................................................... 33
BOARD RESOLUTION AUTHORISING THE ISSUE ....................................................................................................... 34
SWORN DECLARATION OF FULL DISCLOSURE .......................................................................................................... 36
LETTER FROM THE DIRECTORS ON THE GOING CONCERN STATUS............................................................................ 37
LETTER FROM THE AUDITORS ON THE GOING CONCERN STATUS ............................................................................. 39
INCORPORATION BY REFERENCE ............................................................................................................................ 40
HISTORICAL FINANCIAL INFORMATION ................................................................................................................... 41
STATUTORY AND GENERAL INFORMATION ............................................................................................................. 48
1. INCORPORATION AND SHARE CAPITAL HISTORY ...............................................................................................48
2. SHAREHOLDING STRUCTURE ......................................................................................................................48
3. DIRECTORS’ BENEFICIAL INTERESTS ..............................................................................................................48
4. INDEBTEDNESS .....................................................................................................................................49
5. OFF BALANCE SHEET ITEMS ......................................................................................................................49
6. DIRECT SUBSIDIARIES..............................................................................................................................49
7. CLAIMS AND LITIGATION ..........................................................................................................................49
8. PURPOSE OF ISSUE AND USE OF PROCEEDS.....................................................................................................49
9. COSTS AND EXPENSES .............................................................................................................................50
10. MATERIAL CONTRACT .............................................................................................................................50
11. OVERVIEW OF CORPORATE GOVERNANCE ......................................................................................................50
12. MERGERS AND TAKEOVERS .......................................................................................................................53
13. RELATIONSHIP BETWEEN THE COMPANY AND ITS ADVISERS ..................................................................................53
14. RELATED PARTY TRANSACTIONS .................................................................................................................54
15. DECLARATIONS .....................................................................................................................................54
16. CONSENTS ..........................................................................................................................................54
17. DOCUMENTS AVAILABLE FOR INSPECTION ......................................................................................................55
18. UNCLAIMED DIVIDENDS ..........................................................................................................................56
19. RESEARCH AND DEVELOPMENT ..................................................................................................................56
PROVISIONAL ALLOTMENT LETTER ......................................................................................................................... 57
RECEIVING AGENTS ................................................................................................................................................ 60
ACCEPTANCE/RENUNCIATION FORM...................................................................................................................... 61

2
IMPORTANT NOTICE

This Rights Circular prepared by Anchoria Advisory Services Limited, Apel Asset Limited, Cowry Asset Management
Limited, Coronation Merchant Bank Limited, Dynamic Portfolio Limited, FBNQuest Merchant Bank Limited, FCMB
Capital Markets Limited, First Ally Capital Limited, Greenwich Merchant Bank Limited, Marathon Capital Markets
Limited, MBC Capital Limited, Meristem Capital Limited, Radix Capital Partners Limited, Renaissance Securities
(Nigeria) Limited, Stanbic IBTC Capital Limited and United Capital PLC (the “Issuing Houses”) is issued in connection
with the Rights Issue of 5,982,548,799 Ordinary Shares of 50 Kobo each at ₦25.00 per share in FBN Holdings PLC.

The Rights Circular and the Shares being offered have been cleared and registered with the Securities and
Exchange Commission. An application has been made to the Council of the Nigerian Exchange Limited for
admission of the Shares now being offered to the Daily Official List. It is expected that dealing in the Shares will
commence immediately after the admission to the Daily Official List.

The Directors of the Company individually and collectively accept full responsibility for the information contained
in this Rights Circular. To the best of the knowledge and belief of the Directors (having made all reasonable
enquiries to ensure that such is the case), the information contained in this Rights Circular is in accordance with
the facts and contains no omission likely to affect its import. Each Existing Shareholder should read this Rights
Circular in its entirety and determine by itself/himself/herself the relevance of the information contained herein
and each Shareholder’s acceptance of its/his/her rights should be based upon such investigation as is deemed
necessary. In making an investment decision, Existing Shareholders must rely upon their own examination of the
Company and the terms of this Rights Circular, including the risks involved.

The Issuing Houses and any of their affiliates, acting as shareholders for their own accounts, may take up shares
in the Issue and, in that capacity may retain, purchase, sell, offer to sell or otherwise deal in such Shares for their
own account and any other securities of the Company or related investments and may offer or sell such Shares or
other investments other than in connection with the Issue.

No person has been authorized 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 authorized by the Company and/or the Issuing Houses or any of their respective subsidiaries or affiliates.

The distribution of this Rights Circular and the issuance of the Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or the Issuing Houses that would permit a public offer of shares or
the possession, publication or distribution of this Rights Circular (or any other offer or publicity material or
application form relating to the Issue) in any jurisdiction where action for the purpose is required, other than in
Nigeria. Persons into whose possession this Rights Circular comes should inform themselves about and observe
such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. This Rights Circular does not constitute an offer of, or an invitation to subscribe or purchase,
any shares being offered in any jurisdiction in which such an offer would be unlawful.

Certain statements included herein may constitute forward-looking statements that involve a number of risks and
uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
Such forward-looking statements can be identified by the use of forward-looking terminologies 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 terminologies. These forward-looking statements include all matters that are not historical facts and
include statements regarding the Issuer’s intentions, beliefs or current expectations concerning, amongst other
things, the Issuer’s operating results, financial condition, liquidity, prospects, growth, strategies and the industry
in which it operates. Existing Shareholders should be aware that forward-looking statements are not guarantees
of future performance and that the Issuer’s actual results of operations, financial condition and liquidity, and the
development of the industry in which it operates may differ materially from those made in or suggested by the
forward-looking statements contained in this Rights Circular.

Investors may confirm the clearance of this Rights Circular and registration of the securities with the Securities
and Exchange Commission by contacting the Commission at sec@[Link] or +234(0)9462110; +234(0)
94621168.

3
DEFINITIONS
In this document, unless otherwise stated or clearly indicated by the context, the following words have the
meanings stated opposite them.
Terms Definitions

Acceptance List” A list of shareholders who subscribe to the offer during the Issue period.

“AGM” Annual General Meeting

“ASI” All Share Index of the Nigerian Exchange Limited

“Board” The Board of Directors of FBN Holdings PLC

Fees payable to Receiving Agents in respect of returns bearing their stamps and
“Brokerage Commission”
duly allotted
Any day other than a Saturday, Sunday or official public holiday declared by the
“Business Day”
Federal Government of Nigeria from time to time
“CAC” Corporate Affairs Commission

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

“CBN” Central Bank of Nigeria

“Company” or “FBNH” FBN Holdings PLC

“CHN” Clearing House Number

“Council” Council of the Nigerian Exchange Limited

“CSCS” Central Securities Clearing System PLC

“Daily Official List” Daily Official List of the Nigerian Exchange Limited
The members of the Board of Directors of FBN Holdings PLC who at the date of this
“Directors” document are those persons whose names are set out on page 12 of this Rights
Circular
Shareholders of the Company as at the Qualification Date (as defined in the Rights
“Existing Shareholders”
Circular)
“FBNQ MB” FBNQuest Merchant Bank Limited

“FGN” or “Government” Federal Government of Nigeria

“Group” FBN Holdings PLC and its subsidiaries

“GDP” Gross Domestic Product

“IFRS” International Financial Reporting Standards

The Rights Issue by way of provisionally allotting 5,982,548,799 Ordinary Shares of
50 Kobo each in the Company to its members whose names appear on the Register
“Issue” or “Rights Issue”
of Members as at the close of business on 18 October 2024 on the basis of 1 new
Ordinary Share for every 6 Ordinary Shares held as at the Qualification Date
Anchoria Advisory Services Limited, Apel Asset Limited, Coronation Merchant Bank
Limited, Cowry Asset Management Limited, Dynamic Portfolio Limited, FBNQuest
Merchant Bank Limited, FCMB Capital Markets Limited, First Ally Capital Limited,
“Issuing Houses”
Greenwich Merchant Bank Limited, Marathon Capital Markets Limited, MBC Capital
Limited, Meristem Capital Limited, Radix Capital Partners Limited, Renaissance
Securities (Nigeria) Limited, Stanbic IBTC Capital Limited and United Capital PLC
N25.00 being the price at which the shares under the Rights Issue will be issued to
“Issuing Price”
Existing Shareholders

4
“Management” Management of FBN Holdings PLC

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

“NGX” or “Exchange” Nigerian Exchange Limited

The digital platform approved by SEC, which provides prospective investors with
“NGX Invest” or “e-Offer electronic/digital access for completing offer applications and which will require the
Portal” or “the Portal” completion of requisite fields in order to subscribe for the Offer, in accordance with
the instructions provided on page 61 of this Prospectus
Period commencing from 8:00 am WAT on the Offer open date of 4 November,
“Offer Period”
2024, and ending at 5:00 pm WAT on the Offer close date on 12 December, 2024.
“Ordinary Shares” Ordinary shares of 50 Kobo each in the share capital of the Company
18 October 2024, being the date an application for the Rights Issue was made to
“Qualification Date”
the NGX
Any of the institutions listed on Page 60 of this Rights Circular to which Existing
“Receiving Agents” Shareholders may return their completed Acceptance/Renunciation Forms
together with payment/evidence of payment
“Receiving Banks” Guaranty Trust Bank Limited and Fidelity Bank Plc
The register that records the names and addresses of the holders of the Ordinary
“Register of Members”
Shares
“Registrar” Meristem Registrars and Probate Services Limited
This document, which is issued in accordance with the Rules and Regulations of the
“Rights Circular”
Commission
“RTGS” Real Time Gross Settlement

“SEC” or “Commission” Securities and Exchange Commission

APT Securities and Funds Limited, Bancorp Securities Limited, Cordros Securities
Limited, EFG Hermes Limited, FBNQuest Securities Limited, FCSL Asset
Management Company Limited, Futureview Securities Limited, Greenwich
“Stockbrokers”
Securities Limited, Hedge Securities Limited, Lead Securities and Investment
Limited, Santrust Securities Limited, Pilot Securities Limited, Tiddo Securities
Limited

5
CORPORATE DIRECTORY

1. Head Office
FBN Holdings PLC
Samuel Asabia House
35 Marina,
Lagos
Phone: + 234 9052000; + 234 9051390
Email: fbnholdingshelpdesk@[Link]
Website: [Link]

6
ABRIDGED INDICATIVE TIMETABLE

The dates below, which reflect principal events, are subject to change without prior notice:

DATE ACTIVITY RESPONSIBILITY

04/11/2024 Issue opens/Trading in Rights begins Issuing Houses/Stockbrokers

12/12/2024 Issue closes/Trading in Rights closes Issuing Houses/Stockbrokers

19/ 12/2024 Receiving Agents make returns Issuing Houses/Receiving Agents

File Allotment Proposal and draft Newspaper

10/ 01/2025 Issuing Houses
Announcement with SEC

17/ 01/2025 Receive SEC’s no objection to the Allotment Proposal Issuing Houses

20/ 01/2025 Pay net Issue proceeds to FBNH Receiving Banks/Issuing Houses

Publish Allotment Announcement in two national daily

24/01/2025 Issuing Houses
newspapers

24/01/2025 Return surplus/rejected monies Receiving Banks/Issuing Houses

27/01/2025 Credit CSCS accounts Registrars

31/01/2025 Forward Declaration of Compliance to the NGX Stockbrokers

03/02/2025 Listing of new FBNH shares/trading commences Stockbrokers

14/02/2025 Forward Issue Summary Report to SEC Issuing Houses

7
SUMMARY OF THE RIGHTS ISSUE
This summary draws attention to the information contained elsewhere in this Rights Circular; it does not contain
all of the information you should consider in making your investment decision. You should therefore read this
summary together with the more detailed information, including the financial statements elsewhere in this Rights
Circular.

1. Issuer: FBN Holdings PLC

FBNH has six direct subsidiaries, namely: First Bank of Nigeria Limited; FBNQuest
Merchant Bank Limited; FBNQuest Capital Limited; FBNQuest Trustees Limited; FBN
Insurance Brokers Limited; New Villa Limited (Rainbow Town Development Limited);
and fifteen indirect subsidiaries namely: FirstBank UK Limited, FirstBank DRC Limited,
FirstBank Guinea Limited, FirstBank Gambia Limited, FirstBank Sierra Leone Limited,
2. Group Structure
FBNBank Senegal Limited, FBNBank Ghana Limited, FirstPension Custodian Nigeria
Limited, First Nominees Nigeria Limited, FBNQuest Asset Management Limited,
FBNQuest Securities Limited, FBNQuest Funds Limited, FBNQuest Capital Partners
Limited, FBNQuest Property Ventures Limited and FBN Ivory Nigeria Limited.

Provisional allotment of 5,982,548,799 ordinary shares of 50 Kobo each on the basis

3. The Issue: of 1 new Ordinary Share for every existing 6 Ordinary Shares held at N25.00 per
share.
4. Lead Issuing House: Greenwich Merchant Bank Limited
Anchoria Advisory Services Limited
Apel Asset Limited
Coronation Merchant Bank Limited
Cowry Asset Management Limited
Dynamic Portfolio Limited
FBNQuest Merchant Bank Limited
FCMB Capital Markets Limited
5. Joint Issuing Houses: First Ally Capital Limited
Marathon Capital Markets Limited
MBC Capital Limited
Meristem Capital Limited
Radix Capital Partners Limited
Renaissance Securities (Nigeria) Limited
Stanbic IBTC Capital Limited
United Capital PLC
6. Share Capital: N22,434,557,995 comprising 44,869,115,990 Ordinary Shares of 50 kobo each.
Issued and Fully
7. N17,947,646,396 comprising 35,895,292,792 Ordinary Shares of 50 kobo each.
Paid:
8. Being Issued: 5,982,548,799 ordinary shares of 50 Kobo each at N25.00 per share
The primary use of proceeds raised is to enable the company recapitalize its banking
9. Purpose: subsidiary, First Bank of Nigeria Limited by injecting fresh equity (i.e. Tier 1 Capital)
into the ban to shore up its Capital Adequacy Ratio (CAR).
10. Gross Proceeds: N 149,563,719,975.00
After the deduction of estimated Issue costs and expenses of N = 2,245,477,240.20
(representing 1.50% of the Issue proceeds), the net Issue proceeds of
N
= 147,318,242,734.80 will be applied in the following manner:
(%) to Estimated
Amount to be
11. Use of Proceeds: S/N Projects gross Completion
expended (N)
proceeds Period
To shore up the
1 Bank’s Capital for 12 months
business

8
 development and
growth
Lending to
a. Corporate Business 77,342,077,435.77 12 months
Segment
Lending to Retail
b. 25,780,692,478.59 12 months
Business Segment
103,122,769,914.36 68.95%

Support
2 International 29,463,648,546.96 19.70% 36 months
business expansion
Investment in
3 automation and 14,731,824,273.48 9.85% 23 months
digital banking
4 Cost of issuance 2,245,477,240.20 1.50% Immediate
Total 149,563,719,975.00 100%

Further details on the use of proceeds are provided on Page 49.

12. Method of Offer: By way of Rights Issue to Existing Shareholders
13. Issue Price: N
= 25.00
14. Payment: In full on acceptance
Market Based on the indicative rights issue price the market capitalization pre-issue is
capitalization at
15. N897.38 billion
Rights Issue Price
(Pre-Issue):
Market On completion of the Rights Issue, assuming all provisionally allotted Ordinary Shares
capitalization at
16. are fully taken up, the Company will have a market capitalization of N = 1.047 trillion
Rights Issue Price
(Post-issue):
17. Opening Date: 4 November, 2024
18. Closing Date: 12 December, 2024
19. Qualification Date 18 October, 2024
1 new Ordinary Share for every 6 Ordinary Shares held at the close of business on 18
Provisional October, 2024. Ordinary Shares which are not taken up by 12 December, 2024 will
Allotment and be allotted on a pro-rata (equal) basis to Existing Shareholders who applied and paid
20.
Application for for additional shares over and above their provisional allotment. Existing
Additional Shares: Shareholders who do not accept their provisional allotment in full may have their
shareholding in the Company diluted.
21. Underwriting: At the instance of the Issuer, this Issue is not underwritten.
Financial H1:2024
Summar 2023 2022 2021 2020 2019
y
₦'m ₦'m ₦'m ₦'m ₦'m ₦'m
Turnover 1,402,517 1,595,255 815,166 757,296 590,663 627,008
Profit
22. Financial Summary
Before 411,990 358,875 157,902 166,662 83,703 83,595
Taxation
Profit
After 365,300 310,370 136,173 151,079 89,730 73,665
Taxation
Share
17,948 17,948 17,948 17,948 17,948 17,948
Capital

9
 Net
1,747,021 995,741 879,856 774,171 661,125
Assets 2,213,504
Total 23,425,52 16,937,68 10,577,71 8,932,37 7,689,02
6,203,526
Assets 8 4 0 3 8
Earnings
Per Share 1,011 859 375 417 245 195
(kobo)
FBNH’s entire issued and paid-up share capital is listed on the Exchange. An
application has been made to the Council of the Exchange for the admission to its
23. Quotation:
Daily Official List the 5,982,548,799 Ordinary Shares being offered under this Rights
Issue.
The shares being issued will rank pari passu in all respects with the existing issued
24. Status:
Ordinary Shares of the Company.

As at the date of this Rights Circular, the Company has no debentures, mortgages,
25. Indebtedness: loans, charges, material contingent liabilities or other similar indebtedness, other
than in the ordinary course of business.
As of the date of this Rights Circular, the Company in the ordinary course of business
is presently involved in eight cases. Based on the review, the solicitors to the Issue
Claims and are of the opinion that of the opinion that the litigation is unlikely to have a material
26.
Litigations: adverse effect on the Issuer’s ability to perform its obligations in relation to the
Transaction. The details of the minimum monetary claim can be found on page 49 of
this Rights Circular.
The CSCS accounts of Existing Shareholders will be credited immediately after
allotment. Existing Shareholders are hereby advised to state the names of their
respective stockbrokers and their Clearing House Numbers in the relevant spaces on
the Acceptance/Renunciation Form.
In accordance with the SEC Directive on Dematerialization of Share Certificates,
Existing Shareholders who do not provide valid CHN and CSCS account numbers will
have their shares credited at the CSCS using a Registrar Identification Number
27. Settlement: (“RIN”). A Registrar’s Identification Number is a number allocated to Existing
Shareholders who do not have valid CHN and CSCS account numbers to warehouse
their units of shareholding in public companies under Registrars custody at the CSCS.
The allotted shares will be transferred to the stockbroking account of the Existing
Shareholder once valid CHN and CSCS account numbers are provided. Any Existing
Shareholder who does not have a valid CHN and CSCS account number, is advised to
open a stockbroking account with a stockbroker and obtain a valid CHN and CSCS
account number from the stockbroker.
The Rights are tradable on the Exchange between 4 November, 2024 and 12
28. Trading
/ in Rights
December, 2024.
An application for the provisional allotment of the Rights to the new Ordinary Shares
Method of shall be made exclusively through the e-Offer Portal approved by the Commission
29.
Application during the Offer Period. Shareholders and Receiving Agents are required to complete
their applications electronically via the portal.

10
THE RIGHTS ISSUE
A copy of this Rights Circular and the documents specified herein have been delivered to the Securities and Exchange
Commission for clearance and registration.

This Rights Circular is issued in compliance with the provisions of the Investments and Securities Act No 29, 2007 (as amended),
the Rules and Regulations of the Commission and the listing requirements of The Exchange and contains particulars in
compliance with the requirements of the Commission and The Exchange for the purpose of giving information to the public
with regards to the Issue of 5,982,548,799 Ordinary Shares in FBN Holdings PLC by Anchoria Advisory Services Limited, Apel
Asset Limited, Coronation Merchant Bank Limited, Cowry Asset Management Limited, Dynamic Portfolio Limited, FBNQuest
Merchant Bank Limited, FCMB Capital Markets Limited, First Ally Capital Limited, Greenwich Merchant Bank Limited, Marathon
Capital Markets Limited, MBC Capital Limited, Meristem Capital Limited, Radix Capital Partners Limited, Renaissance Securities
(Nigeria) Limited, Stanbic IBTC Capital Limited and United Capital PLC. An application has been made to the Council of The
Exchange for the admission to its Daily Official List of the 5,982,548,799 Ordinary Shares being offered via the Rights Issue.

The Directors of FBN Holdings PLC individually and collectively accept full responsibility for the accuracy of the information
contained in this Rights Circular. The Directors have taken reasonable care to ensure that the facts contained herein are true
and accurate in all respects and confirm, having made all reasonable enquiries that to the best of their knowledge and belief,
there are no material facts the omission of which would make any statement herein misleading or untrue. The shares to be
issued by the Company pursuant to the Rights Issue will rank pari passu in all respects with the existing issued Ordinary Shares
of the Company.
GREENWICH MERCHANT BANK LIMITED
RC 189502

APEL ASSET LIMITED CORONATION MERCHANT BANK LIMITED

RC 606031 RC 207138

COWRY ASSET MANAGEMENT LIMITED DYNAMIC PORTFOLIO LIMITED

RC 617327 RC 224109

FCMB CAPITAL MARKETS LIMITED

FBNQUEST MERCHANT BANK LIMITED RC 446561
RC 264978

FIRST ALLY CAPITAL LIMITED ANCHORIA ADVISORY SERVICES LIMITED

RC RC 1517636

MARATHON CAPITAL MARKETS LIMITED MBC CAPITAL LIMITED

RC 1406592 RC 936547

MERISTEM CAPITAL LIMITED RADIX CAPITAL PARTNERS LIMITED

RC 1297664 RC 733583

RENAISSANCE SECURITIES (NIGERIA) LIMITED STANBIC IBTC CAPITAL LIMITED

RC 685973 RC 1031358

UNITED CAPITAL PLC

RC 444999
on behalf of
FBN HOLDINGS PLC
RC 916455
are authorised to receive acceptances for the
RIGHTS ISSUE OF
5,982,548,799 ORDINARY SHARES OF 50 KOBO EACH
AT N= 25.00 PER SHARE
on the basis of 1 new Ordinary Share for every 6 Ordinary Shares held as at 18 October, 2024
Payable in full on Acceptance
The Acceptance List for the shares now being issued will open on 4 November 2024 and close on 12 December
2024
SHARE CAPITAL AND RESERVES OF THE COMPANY AS AT 30 JUNE 2024
(Extracted from the unaudited interim financial statements as at 30th June 2024)
=‘million
N
Share Capital: 35,895,292,792 Ordinary Shares of 50 Kobo each 17,948
EQUITY: Share Capital 17,948
Share Premium 233,392
Retained Earnings 945,947
Non-controlling Interest 30,935
TOTAL SHAREHOLDERS EQUITY 2,213,504
As at the date of this Rights Circular, the share capital of the Company is ₦22,434,557,995.00 comprising of 44,869,109.78 Ordinary shares of N0.50 each

11
DIRECTORS, AUDIT COMMITTEE MEMBERS, COMPANY SECRETARY AND PARTIES TO THE ISSUE

BOARD OF DIRECTORS
GROUP CHAIRMAN Olufemi Peter Otedola, CON
Samuel Asabia House
35 Marina
Lagos

GROUP MANAGING DIRECTOR Nnamdi John Okonkwo

Samuel Asabia House
35 Marina
Lagos

EXECUTIVE DIRECTOR Samson Oyewale Ariyibi

Samuel Asabia House
35 Marina
Lagos

INDEPENDENT NON-EXECUTIVE Dr Muhammed Alimi Abdul-Razaq

DIRECTOR Samuel Asabia House
35 Marina
Lagos

NON-EXECUTIVE DIRECTOR Mr. Olusegun Alebiosu

Samuel Asabia House
35 Marina
Lagos

INDEPENDENT NON-EXECUTIVE Dr. (Sir) Peter Nkechukwuyem Aliogo

DIRECTOR Samuel Asabia House
35 Marina
Lagos

INDEPENDENT NON-EXECUTIVE Juliana Kofoworola Dosekun

DIRECTOR Samuel Asabia House
35 Marina
Lagos

NON-EXECUTIVE DIRECTOR Dr Abiodun Oluwole Fatade

Samuel Asabia House
35 Marina
Lagos

NON-EXECUTIVE DIRECTOR Julius Babatunde Omodayo Owotuga

Samuel Asabia House
35 Marina
Lagos

ACTING COMPANY SECRETARY Adewale Lateef Olusegun Arogundade

Samuel Asabia House
35 Marina
Lagos

12
DIRECTORS, COMPANY SECRETARY AND PARTIES TO THE ISSUE

BOARD AUDIT AND RISK ASSESSMENT COMMITTEE (BARAC)

CHAIRMAN Dr Muhammed Alimi Abdul-Razaq
Samuel Asabia House
35 Marina
Lagos

MEMBER Juliana Kofoworola Dosekun

Samuel Asabia House
35 Marina
Lagos

MEMBER Dr. (Sir) Peter Nkechukwuyem Aliogo

Samuel Asabia House
35 Marina
Lagos

STATUTORY AUDIT COMMITTEE (SAC)

CHAIRMAN Kashimawo Taiwo, FCA
Samuel Asabia House
35 Marina
Lagos

MEMBER Hauwa Umar

Samuel Asabia House
35 Marina
Lagos

MEMBER Vitalis Ekwem Anyiam

Samuel Asabia House
35 Marina
Lagos

MEMBER Dr (Sir) Peter Aliogo

Samuel Asabia House
35 Marina
Lagos

13
DIRECTORS, COMPANY SECRETARY AND PARTIES TO THE ISSUE

PROFESSIONAL PARTIES
LEAD ISSUING HOUSE Greenwich Merchant Bank Limited
Plot 1698A Oyin Jolayemi Street
Victoria Island
Lagos
JOINT ISSUING HOUSES Anchoria Advisory Services Limited
2nd Floor
Foresight House
163/165 Broad Street
Marina, Lagos

Apel Asset Limited

8, Alhaji Bashorun Street
Off Norman Williams Crescent
Ikoyi, Lagos

Coronation Merchant Bank Limited

10, Amodu Ojikutu Street
Victoria Island
Lagos

Cowry Asset Management Limited

Plot 1319 Karimu Kotun Street
Victoria Island
Lagos

Dynamic Portfolio Limited

Penthouse & 2nd Floor,
20, Campbell Street
Lagos Island, Lagos

FBNQuest Merchant Bank Limited

2, Broad Street
Lagos Island
Lagos

FCMB Capital Markets Limited

First City Plaza (6th Floor)
44 Marina
Lagos

First Ally Capital Limited

Plot 287, Ajose Adeogun Street
Victoria Island
Lagos

Marathon Capital Markets Limited

14 Amodu Ojikutu Street
Victoria Island
Lagos Nigeria

MBC Capital Limited

11th Floor, St. Nicholas House

14
DIRECTORS, COMPANY SECRETARY AND PARTIES TO THE ISSUE

26 Catholic Mission Street

Lagos Island, Lagos

Meristem Capital Limited

20A Gerrard Road
Ikoyi
Lagos

Radix Capital Partners Limited

AIICO House: 3rd Floor,
PC 12 Churchgate Street
Victoria Island
Lagos.

Renaissance Securities (Nigeria) Limited

The Wings Office Complex
6th Floor, East Tower
17A Ozumba Mbadiwe Road
Victoria Island,
Lagos

Stanbic IBTC Capital Limited

I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos

United Capital PLC

3rd & 4th Floor
Afriland Towers
97/105 Broad Street
Lagos
AUDITORS KPMG Professional Services
KPMG Tower
Bishop Aboyade Cole Street
Victoria Island
Lagos
RECEIVING BANKS Guaranty Trust Bank Limited
Plot 635, Akin Adesola Street
Victoria Island
Lagos

Fidelity Bank Plc

2, Kofo Abayomi Street
Victoria Island
Lagos
REGISTRAR Meristem Registrars and Probate Services Limited
213, Herbert Macaulay Way
Adekunle
Yaba
Lagos

15
DIRECTORS, COMPANY SECRETARY AND PARTIES TO THE ISSUE

SOLICITORS TO THE ISSUER Banwo & Ighodalo

48, Awolowo Road
Southwest, Ikoyi
Lagos
SOLICITORS TO THE OFFER Olaniwun Ajayi LP
The Adunola, Plot L2 Banana Island
Ikoyi
Lagos
Nigeria

STOCKBROKERS TO THE ISSUE FBNQuest Securities Limited

2, Broad Street
Lagos Island
Lagos

APT Securities Limited

29 Marina (Church House, 3rd Floors)
Lagos

Bancorp Securities Limited

UNTL House
1, Davies Street, Off Marina
Lagos

Cordros Securities Limited

70, Norman Williams Street
Ikoyi
Lagos.

EFG Hermes Limited

Postsquare building (7th floor)
1/3 Ologun Agbaje street off Adeola Odeku
Lagos

FCSL Asset Management Company Limited

15, Ribadu Road
Ikoyi,
Lagos

Futureview Securities Limited

22, Oju Olobun Close, Off Idejo Street
Victoria Island
Lagos

Greenwich Securities Limited

Plot 1661 Oyin Jolayemi Street
Victoria Island
Lagos

Hedge Securities Limited

7th Floor Nigeria Reinsurance House
46 Marina
Lagos

16
DIRECTORS, COMPANY SECRETARY AND PARTIES TO THE ISSUE

Lead Securities & Investment Limited

Plot 281, Ajose Adeogun Street
Victoria Island
Lagos

Pilot Securities Limited

41A Sobo Arobiodu Street
Off Mobolaji Bank Anthony Way
Ikeja GRA
Lagos

Santrust Securities Limited

314B, Akin Ogunlewe
Off Ligali Ayorinde
Victoria Island
Lagos

Tiddo Securities Limited

First Floor, Left Wing, Labour House
CBD, Garki
Abuja

17
THE GROUP CHAIRMAN’S LETTER

18
19
OVERVIEW OF FBN HOLDINGS PLC

1. HISTORICAL OVERVIEW
FBN Holdings PLC is a financial holding company incorporated in Nigeria on 14 October, 2010. The Company’s
shares were listed on the floor of the Nigerian Exchange Limited (formerly known as Nigerian Stock Exchange)
on November 26, 2012 after the shares of the erstwhile First Bank of Nigeria PLC were delisted on November
23, 2012.

2. BUSINESS OVERVIEW
The principal activity of the Company is the raising and allocation of capital and resources amongst the Group’s
subsidiaries. The Company is also responsible for coordinating group-wide financial reporting to shareholders
and managing shareholder, investor and external relations to the Group and the task of developing and
coordinating the implementation of the Group strategies.

3. GROUP STRUCTURE

FBNH has six direct subsidiaries, namely: First Bank of Nigeria Limited; FBNQuest Merchant Bank Limited;
FBNQuest Capital Limited; FBNQuest Trustees Limited; FBN Insurance Brokers Limited; New Villa Limited
(Rainbow Town Development Limited); and fifteen indirect subsidiaries namely: FirstBank UK Limited, FirstBank
DRC Limited, FirstBank Guinea Limited, FirstBank Gambia Limited, FirstBank Sierra Leone Limited, FBNBank
Senegal Limited, FBNBank Ghana Limited, FirstPension Custodian Nigeria Limited, First Nominees Nigeria
Limited, FBNQuest Asset Management Limited, FBNQuest Securities Limited, FBNQuest Funds Limited,
FBNQuest Capital Partners Limited, FBNQuest Property Ventures Limited and FBN Ivory Nigeria Limited.

The Group structure is illustrated below:

20
a) FIRST BANK OF NIGERIA LIMITED

First Bank of Nigeria is the flagship of the Group and was founded in 1894 as a branch of Bank of British
West Africa (BBWA), and was later incorporated as a private limited liability company in Nigeria in
1969. The Bank was the parent company of the Group until 30 November 2012, when a business
restructuring was effected in accordance with the directives of the Central Bank of Nigeria and FBN
Holdings PLC became the parent company of the Group. This business segment provides financial
services to individuals, corporate institutions and public institutions through its domestic and
international offices in 10 countries. FirstBank subsidiaries include FirstBank UK Limited, FirstBank DRC
Limited, FirstBank Guinea Limited, FirstBank Gambia Limited, FirstBank Sierra Leone Limited, FBNBank
Senegal Limited, FBNBank Ghana Limited, First Pension Custodian Nigeria Limited and First Nominees
Nigeria Limited. The Bank also has representative offices in France and China.

The core services of First Bank include:

• Retail Banking
• Commercial Banking
• Corporate Banking
• Public Sector Banking
• Treasury and International Banking
• Pension Custodian

b) FBNQUEST MERCHANT BANKING GROUP

FBNQuest Merchant Bank Limited (“FBNQMB”), formerly FBN Merchant Bank Limited, was
incorporated in Nigeria as a limited liability company on 14 February 1995, originally known as Kakawa
Discount House Limited (“Kakawa”). Kakawa was granted a license to carry on the business of a
discount house and commenced operations on 16 November 1995. Kakawa acquired the shares of
FBNQMB and converted the business to a merchant bank, having obtained a license for merchant
banking operations from the CBN in May 2015. FBNQMB is committed to providing innovative banking
solutions for our diverse customer base, which comprises Governments, Corporate Organisations,
Financial Institutions, High Net Worth and Affluent individuals.

The core services of FBNQMB include:

• Coverage and Corporate Banking - Offers a platform providing a full range of bespoke
investment and wholesale banking services (lending, trade services, and transaction banking)
to mid-size and large institutions.

• Investment Banking - Provides strategic financial advisory and debt arranging services to
private and public sector clients across all the key sectors of the Nigerian economy. This
includes structuring and arranging bespoke financing solutions to manage clients’ risks for
the growth of their businesses.

• Fixed Income Securities, Currencies, Sales and Trading - By leveraging technology, the FICT
team fuses market knowledge and trading strategies to assist our clients in achieving their
financial goals. The Wealth Management and Financial Institutional Sales teams within the
FICT group manage investment portfolios for ultra-high net worth and high net worth
individuals and a broad segment of investors, including Pension Fund Administrators (PFAs),
insurance companies, banks and financial institutions, local and offshore portfolio managers,
and co-operative societies.

• Securities - Our Equities team provides clients with strong product offerings, sector
expertise, and best execution.

• Asset Management - Provides a broad range of financial planning and investment

management solutions for individuals and institutional investors across various asset classes,
including fixed income, public equity markets, alternatives, and multi-asset class solutions.

21
 • Agency Services - Manages syndicated facilities by providing ongoing administrative services
and support to the finance parties. The business serves as a communication link between the
borrower and the lenders, handles the flow of funds and provides transaction support.

c) FBNQUEST CAPITAL GROUP

FBNQuest Capital Limited (formerly FBN Capital Limited) is a private limited liability company
incorporated in Nigeria which commenced operations on 1 April 2005. It is registered with the SEC to
undertake issuing house business. It also renders financial advisory services. FBNQuest Capital
collaborates with FBNH and other subsidiaries within the FBNQuest group to develop bespoke
solutions for clients.

The core services of FBNQuest Capital include:

• Structured Products – FBNQuest Capital provides structured ‘non-traditional’ investment
and financing opportunities across multiple asset classes (fixed income, equity, interest rates
and credit).

• Alternative Investments – FBNQuest Capital group manages proprietary and third-party

capital and provides investment opportunities to clients looking to invest in high-growth
companies in Nigeria and Sub-Saharan Africa across private equity, venture capital, credit
and real estate. Our focus on higher long-term yields sets us apart from traditional
investment models.

d) FBNQUEST TRUSTEES
FBNQuest Trustees Limited (formerly FBN Trustees Limited) was incorporated in Nigeria as a limited
liability company on 8 August 1979 and commenced business on 3 September 1979. The Company
was established to engage in the business of trusteeship as well as portfolio management, and
financial/investment advisory services. FBNQuest Trustees Limited is the leading trust services
provider in Corporate Trust, Public Trust, Private Trust, and Estate Planning, assisting clients to
navigate the complexities of life and business while ensuring that their assets and legacies are
preserved.

The core services of FBNQuest Trustees include:

• Private Trust and Executorship
• Public Trust
• Corporate Trust

e) FBN INSURANCE BROKERS

FBN Insurance Brokers Limited was incorporated under CAMA as a limited liability company on 31
March 1994 with the name 'Trust Link Insurance Brokers Limited'. The company prepared financial
statements up to 31 March 1998, after which it became dormant. The company was resuscitated on
1 April 2000 as FBN Insurance Brokers Limited. FBN Insurance Brokers Limited offers expert risk
management and insurance brokerage services in Life and General Insurance businesses.

The core services of FBN Insurance Brokers are:

• Insurance Broking
• Risk Management & Advisory

f) NEW VILLA LIMITED (RAINBOW TOWN DEVELOPMENT LIMITED)

New Villa Limited is a special purpose vehicle incorporated on 28 November 2008. Its principal
activities include real estate investments and general trading.

4. BOARD OF DIRECTORS
There are nine Directors: three Independent Non-Executive Directors (INED), four Non-Executive Directors
(NED) and two Executive Directors. The Board formulates policies and takes executive decisions for the
management and operations of FBNH in line with the Company’s objectives.

22
a) OLUFEMI PETER OTEDOLA – GROUP CHAIRMAN
Olufemi Otedola, CON, was appointed Chairman of the Board of Directors of FBN Holdings Plc on 31
January 2024. He is a visionary entrepreneur with a track record of pioneering businesses, growing and
transforming corporations.

His first foray into the downstream sector of the oil and gas industry began with Zenon Petroleum and
Gas Limited, disrupting and redefining standards in the industry. He thereafter initiated the purchase of
majority shareholding in the then African Petroleum Plc in May 2007 and became the Chairman of the
Board on 25 May 2007.

His vision transformed African Petroleum Plc into Forte Oil Plc (FO Plc). The company grew in leaps and
bounds to become a model of the possibilities inherent in Nigeria, winning numerous accolades in
recognition of the successful business turnaround, diversified portfolio, prompt financial reporting,
strong corporate governance, and investment of choice within the oil and gas industry.

In December 2018, he divested from the company by selling his shareholdings to the Ignite Consortium
led by Prudent Energy Services Limited and handed over in June 2019 after completing the transaction.
The divestment from Forte Oil Plc and his acquisition of FO Plc shares in Amperion Power Distribution
Company Limited, the Special Purpose Vehicle (SPV) for the acquisition of controlling shares in Geregu
Power Plc, provided ample opportunity to focus on the Power Sector as the Company's Executive
Chairman. This is a demonstration of his long-term interest in the Power sector dating back to 2007,
when he took a strategic decision to participate in the Privatization Programme of the Nigerian
Government. Femi's doggedness culminated in the acquisition of a majority stake in the 414MW Geregu
Power Plant by Amperion Power Distribution Company Limited in August 2013 (a plant which has since
been overhauled and improved to a 435MW capacity), contributing approximately 9% of the generating
capacity available to the National Grid. He has investments spread across various other interests,
including storage, shipping, and insurance brokerage in addition to port agency and petroleum retail
outlets and has built a formidable, value-driven presence along the downstream value chain.

Olufemi has a rich experience in corporate boards having held several board memberships, including
President of the Nigerian Chamber of Shipping. He also served as the Chairman of Transcorp Hilton
Hotel, Abuja. He was appointed a member of the Governing Council of the Nigerian Investment
Promotion Council (NIPC) in January 2004 and in December of the same year, he became a member of
the Committee saddled with the task of fostering business relationships between the Nigerian and South
African Private sectors.

He was also a member of the National Economic Management Team chaired by Former President
Goodluck Jonathan from September 2011 to May 2015 and the Honorary International Investors Council
chaired by Baroness Lynda Chalker. He is currently a member of the revered National Peace Committee.
Femi has received several awards and recognitions for his immense contributions to the growth of the
Nigerian economy, including the conferment of the prestigious National Honour – "Commander of the
Order of the Niger (CON)" by former President Goodluck Jonathan in May 2010.

Olufemi is a philanthropist with deep involvement in educational causes at all levels via the Sir Michael
Otedola Scholarship Awards Foundation and demonstrates his passion for his immediate and extended
communities by committing huge financial resources to the sponsorship of promising but financially
disadvantaged students. He is the current Chancellor of Augustine University in Ilara, Epe, Lagos State.

Olufemi is a Vice President of "Save the Children", a UK-based charity group, and his invitation to the
group bears testament to his impact through the generous donation of ₦5bn to Save the Children's
course in Nigeria. He is an accomplished family man, happily married and blessed with children.

b) NNAMDI JOHN OKONKWO – GROUP MANAGING DIRECTOR

Nnamdi Okonkwo is the Group Managing Director (GMD) of FBNH. His work experience spans over
thirty-two (32) years of focused and results-oriented local and international banking.

Before joining FBNH, Nnamdi was the Managing Director/CEO of Fidelity Bank Plc from January 2014 to
December 2020. He had previously served as the Executive Director for Southern Nigeria in Fidelity
Bank. During his tenure as the CEO, the institution witnessed series of significant transformations, one

23
 of which was the bank’s meteoric rise from the mid-table to the leading Tier 2 Bank in Nigeria and also
an enhancement of its ranking among banks in Africa.

It was during his seven-year service at the helm that Fidelity Bank also successfully accessed the local
and international markets through the issuance of Corporate bonds and Eurobonds, alongside other key
transformational and financial growth achievements.

Nnamdi joined Fidelity Bank from United Bank of Africa Plc (UBA) after an eight-year career journey. He
was, at various times, Regional Director (FCT, Nigeria), Regional Bank Head (Lagos Mainland) Head
Conglomerates (Corporate Banking Division)

In the International banking sphere, he was the Regional CEO covering the West African Monetary Zone
for United Bank for Africa (UBA Plc) overseeing the Group’s operations in Ghana, Liberia and Sierra
Leone, a role he combined with being the substantive Managing Director/CEO of UBA Ghana. He joined
Fidelity bank in 2012, upon returning to Nigeria.

Nnamdi has a rich Corporate board experience having served as Director at various times in UBA Ghana,
UBA Sierra Leone, UBA Liberia, Nigeria Interbank Settlement Scheme (NIBSS), Unified Payment Systems
Limited (UPSL) and Nigeria e-Government Strategy (Negst). He also chaired the Shareholders Audit
Committee of FMDQ.

Nnamdi’s career, which started at Merchant Bank of Africa Limited, in 1990, saw him traverse the
banking space and gain preparatory/leadership experience in leading financial institutions which
includes Guaranty Trust Bank (Now GTCO) and FSB International Bank.

He is a Fellow of the Chartered Institute of Bankers of Nigeria (CIBN) and Fellow Chartered Institute of
Credit Administration. He also chaired the Mentoring Advisory Committee of CIBN and was a two-term
Vice President of the Nigerian British Chamber of Commerce.

He holds a [Link]. degree in Agricultural Economics from the University of Benin, Nigeria and MBA
(Banking and Finance) from Enugu State University of Science and Technology, Nigeria. He is also a
graduate of the Advanced Management Program (AMP) of INSEAD. He has attended Executive
Management and board training programmes at Harvard Business School, Stanford University, Wharton
Business School, IMD, Singapore, IESE Business School, University of Nevara, Barcelona, Spain, Kellogs
Business School, USA. Nnamdi has been honoured with many awards and recognitions globally. He is a
globally recognized thought leader on banking and finance, and is highly reputed as one of the few
African bank CEOs to be invited as guest speaker at the Investor Conference of major global banks.

c) SAMSON OYEWALE ARIYIBI – EXECUTIVE DIRECTOR

Oyewale Ariyibi (Wale) was appointed to the board of FBNH as Executive Director, Investment
Management and Oversight in August 2022. Wale joined FBNH in September 2013 as the pioneer Head
of Finance Department. He brought on board his core competencies in controls, strategy and corporate
planning, capital management, financial accounting and regulatory reporting, operational risk
management, compliance, and business assurance amongst others. He was promoted to General
Manager (GM) and appointed the Chief Financial Officer (CFO) in 2016.

Wale is an award-winning professional with 32 years of work experience spanning banking and allied
financial services, business assurance, tax management and consulting having served in senior
management roles at various global organisations and proudly Nigerian companies including Ernst &
Young (EY), Price Waterhouse/PricewaterhouseCoopers, Standard Chartered Bank and Transnational
Corporation of Nigeria Plc (Transcorp) where he was the Chief Financial Officer prior to joining FBNH.

He holds a Bachelor’s degree Second Class Honours Upper Division in Microbiology from the University
of Ilorin and a Master of Business Administration (MBA) – Marketing from the University of Lagos. He is
a Fellow of the Institute of Chartered Accountants of Nigeria (FCA), Associate of the Chartered Institute
of Taxation (ACIT), the Certified Pension Institute of Nigeria (ACIP) and the Institute of Directors (IOD)
of Nigeria. He is an alumnus of the Northwestern University Kellogg Business School Advanced
Management Programme and has attended several local and international workshops, conferences and
executive training programmes.
24
d) DR MUHAMMED ALIMI ABDUL-RAZAQ – INDEPENDENT NON-EXECUTIVE DIRECTOR
Dr Alimi Abdul-Razaq was appointed to the board of Directors of FBNH on 29 April 2021 as a Non-
Executive Director. He brings to the board, his skill set as a Regulator and Lawyer with over 42 years
post-call experience.

He is the Managing Partner, House of Laws (Advocates and Solicitors). Before joining the Board of FBNH,
he worked with A. Abdul-Razaq (SAN) & Co where he rose to the position of Partner.

Dr Abdul-Razaq is a graduate of Law from Ahmadu Bello University, Zaria, Nigeria and holds a PhD
degree from the University of Hull, UK. He is a Fellow of the Chartered Institute of Arbitrators, Nigeria
and an elected member of the Royal Institute of International Affairs, London.

He has served the nation in several capacities as Commissioner, Legal Licensing and Enforcement with
the Nigerian Electricity Regulatory Commission (NERC); Chairman, National Iron Ore Mining Company,
Itakpe and member (TC) National Council on Privatization.

He has attended Executive Leadership programs at Harvard Business School, the University of Florida,
Georgetown University and the Lagos Business School. He is a member of the International Bar
Association and the Nigerian Bar Association. He is the Founder and Chairman of Bridge House College,
Ikoyi Lagos. He is the pioneer recipient of the Alumni Laurette Award of the University of Hull for legal
scholarship and educational endowments.

e) MR. OLUSEGUN ALEBIOSU – NON-EXECUTIVE DIRECTOR

Olusegun Alebiosu was appointed the Managing Director/Chief Executive Officer, First Bank of Nigeria
Limited (FirstBank Group) in June 2024.

He was until this appointment the Acting Managing Director/Chief Executive Officer since April 2024. He
was previously Executive Director, Chief Risk Officer and Executive Compliance Officer from January
2022 until 20 April 2024. Prior to that appointment, he was the Group Executive/ Chief Risk Officer, a
position he held since 2016.

Segun brings to the Executive Management of FirstBank over 28 years’ experience in the banking and
financial services industry with cross-functional exposure to Credit risk management, Financial planning
and control, Credit and marketing, Trade, Corporate and commercial banking, Agriculture financing, Oil
and Gas, Transportation (including Aviation and Shipping) and Project financing.

He commenced his professional career in 1991 with Oceanic Bank Plc. (now EcoBank Plc.) and prior to
joining FirstBank in 2016 served as Chief Risk Officer at Coronation Merchant Bank Limited, Chief Credit
Risk Officer at African Development Bank Group and Group Head, Credit Policy & Deputy Chief Credit
Risk Officer at United Bank for Africa Plc.

Segun is an alumnus of Harvard Business School and Harvard Kennedy School of Government. He holds
a bachelor’s degree in industrial relations and Personnel Management, and also a Master’s degree in
International Law and Diplomacy from the University of Lagos. He obtained a master’s degree in
development studies from the London School of Economics and Political Science, and completed
Advanced Management Program (AMP) at Harvard Business School

He is a member of various professional bodies namely, Fellow, Institute of Chartered Accountants (FCA),
Associate, Nigeria Institute of Management (ANIM), Chartered Institute of Bankers of Nigeria (CIBN) and
Member, Nigeria Institute of International Affairs.

f) DR (SIR) PETER NKECHUKWUYEM ALIOGO – INDEPENDENT NON-EXECUTIVE DIRECTOR

Dr (Sir) Peter Aliogo was appointed to the Board of Directors of FBN Holdings PLC on 30 April 2021. He
brings to the Board his vast experience and expertise spanning over three decades in banking, finance
management, hospitality, manufacturing, real estate and insurance. Before joining the Board of FBN
Holdings PLC, he served in several executive positions as Regional Executive, South-East Bank; Deputy
General Manager, Union Bank of Nigeria Plc; Executive Director and Acting Managing Director, Manny
Bank Plc. Dr Sir Aliogo has also served as a lecturer for MBA Students at ESUT Business School, Enugu.

25
 He is an Associate member of the Chartered Insurance Institutes of London and Nigeria (ACII & ACIIN).
He is also an Associate Member of the Nigerian Council of Registered Insurance Brokers (ANCRIB). Dr.
Sir Peter Aliogo holds a PhD in Business Administration from the International School of Management,
Paris, France. He also holds an HND in Business Administration (Marketing) and a Master’s Degree in
Business Administration (Banking & Finance) from Auchi Polytechnic and Rivers State University of
Science and Technology, respectively.

He has attended many professional programs at Lagos Business School, Nigeria; Harvard Business
School, Boston, USA; Wharton Business School, Philadelphia, USA and Fudan University, Shangai, China.

Dr (Sir) Aliogo is the Vice Chairman/CEO of Dorchester International Insurance Brokers Limited and Ban
Kapital Plc, a Banking and Finance Relationship Management Consultancy Company

g) JULIANA KOFOWOROLA DOSEKUN – INDEPENDENT NON-EXECUTIVE DIRECTOR

Kofoworola (“Kofo”) Dosekun joined the Board of Directors of FBNH on 30 April 2021 as an Independent
Non-Executive Director. She is a barrister and solicitor of the Supreme Court of Nigeria and a member
of the International Bar Association. Kofo Dosekun is currently the Chairman of the Aluko and Oyebode
Management Board. She brings to the Board expertise in commercial transactions including project
finance, cross border and local syndicated lending, private equity, energy, public private partnerships
and structured trade finance. She also advises on risk mitigation, financial regulatory compliance,
foreign investment and derivatives, mergers and acquisitions and restructurings in the energy,
manufacturing and telecommunications sectors.

Kofo’s expertise in project finance, mergers and acquisitions has been recognized by prestigious legal
directories. Over the years, she has been recognized as a leading Lawyer in banking, finance, project
finance, mergers & acquisitions and governance. Furthermore, in the 2020 edition of The Legal 500, she
was inducted into the Legal 500 Hall of Fame as the first and only female lawyer for her work in the
banking, finance and capital markets practice.

Her experience which spans over three decades started as a Legal Officer at the Nigerian Institute of
International Affairs, Associate at Debo Akande & Co. (Barristers & Solicitors), Company Secretary/Legal
Advisor, Nigeria International Bank (Affiliate of Citibank, N.A.), Assistant General Manager, Corporate
Finance and Financial Institutions, Credit and Marketing. Kofo has an LLB (honours) from the University
of Ife and an LLM from King’s College London.

h) DR ABIODUN OLUWOLE FATADE – NON-EXECUTIVE DIRECTOR

Dr Abiodun Fatade was appointed to the Board of Directors of FBNH on 30 April 2021. He is a renowned
Radiologist and medical practitioner with over three decades of experience in the healthcare industry.
He is the MD/CEO of Crestview Radiology Limited, a foremost radio-diagnostic group in Nigeria. In
addition to his work in private practice, Dr Fatade has accumulated significant experience in
collaborating with the Federal Government and some state governments across several public-private
partnerships. Prior to his appointment to the board of FBNH, he served as a Board member of the Gulf
Bank of Nigeria and on various Board committees.

A distinguished graduate of the College of Medicine, University of Lagos (Class of 1985), he proceeded
to the University College Hospital, Ibadan and subsequently the Toronto Hospital, Canada for
postgraduate studies and training.

He is a Fellow of the Postgraduate Medical College of Radiology and a Member of the Nigerian Medical
Association, the American College of Radiologists, the American College of Physician Executives as well
as the Radiology Society of North America (RSNA). Notably, he serves on various international
committees of these organisations including the RSNA Committee for Africa and Asia and the Committee
for the Advancement of MRI Education and Research in Africa (CAMERA). He currently chairs the
Association of Radiologists in Nigeria (ARIN) Lagos State and was the former Secretary of both
Association of Radiologists of West Africa and West African Medical Ultrasound Society.

Dr Fatade is an astute healthcare entrepreneur and an alumnus of the Healthcare Leadership Academy
and Radiology Business Management Association of America. He is a recipient of the Postgraduate
26
 Medical College of Nigeria Award for outstanding contributions to the development of Radiology in
Nigeria.

i) JULIUS BABATUNDE OMODAYO OWOTUGA – NON-EXECUTIVE DIRECTOR

Julius (JB) Omodayo-Owotuga was appointed Non-Executive Director to the Board of FBNH on
December 22, 2021. He is an accomplished professional with extensive experience spanning oil & gas,
banking, audit and consulting. He is presently the Group Executive Director & Deputy Chief Executive of
Geregu Power PLC (a subsidiary of Amperion Power Limited). He has occupied this role since 2019,
overseeing the finance, risk management, treasury, information technology and general administration
of the group.

JB’s banking career started in the foreign operations department of MBC International Bank (now First
Bank of Nigeria). After one year in this role, he moved to KPMG Professional Services in 2003 where he
rose to the Audit Senior/Senior Financial Advisor level. As a Senior at KPMG, he led several assurance
engagements within the financial services industry. In 2007, he joined Standard Chartered Bank Nigeria
Limited, where he played a significant role in financial control and the group’s project management
function, saddled with the responsibility of driving the financial evaluation aspect of the local bank’s
expansion.

JB joined the Africa Finance Corporation as the pioneer Finance Manager and was responsible for the
set-up of the financial operation and control functions at the corporation. He was later responsible for
Asset and Liability Management at the same corporation and acted as the deputy to the Treasurer. His
key accomplishments at the Pan-African multilateral development finance institution include generating
annual income in tens of millions of United states dollars, facilitating the successful closure of several
trade lines deals and short-term funding to the tune of several millions of US dollars.

In 2011, he joined Nigeria’s leading oil and gas company, Forte Oil Plc (now Ardova Plc), as Group
Executive Director, Finance and Risk management. His portfolio involved overseeing the finance, risk
management, treasury, inventory management, general administration, information technology and
Strategy for the Group (Forte Oil and its four subsidiaries). In this role, he contributed immensely
towards the transformation of Forte Oil Plc into a vibrant multi-million-dollar profit-making industry
leader. He equally led the company’s debt capital raise, acquisition, and divestment initiatives.

JB has a [Link]. degree in Accounting from the University of Lagos and an MBA with distinction from IE
Business School, Madrid, Spain. He is an alumnus of the prestigious University of Oxford’s Said Business
School, where he went through studies in Advanced Management and Leadership Programme. He also
underwent related studies in several other globally acclaimed business schools, including the Harvard
Business School. JB is a CFA Charter Holder, a fellow of the Institute of Chartered Accountants of Nigeria
(ICAN), Chartered Institute of Taxation of Nigeria (CITN) and Institute of Credit Administration (ICA). He
is also a member of The Institute of Directors Nigeria (IoD Nigeria).

5. MANAGEMENT TEAM
The Management team of FBNH comprises of nine seasoned professionals who are saddled with the
responsibilities of taking decisions for the day-to-day management of the Company to ensure goals set by the
Board are achieved. The members of this team include:

a) NNAMDI JOHN OKONKWO – GROUP MANAGING DIRECTOR

Same as above

b) SAMSON OYEWALE ARIYIBI – EXECUTIVE DIRECTOR, FINANCE, INVESTMENT MANAGEMENT AND OVERSIGHT
Same as above

c) TOLULOPE OLUWOLE – HEAD, INVESTOR RELATIONS

Tolulope (Tolu) Oluwole is the Head, Investor Relations. He has the responsibility for managing
engagements with shareholders, investors, analysts and other stakeholders globally. His role involves
managing the interests/expectations of various stakeholders, through the proactive engagements,
dissemination of the Group’s strategic information and corporate disclosure. Until this appointment he

27
 was Deputy Head of the Department. In previous roles, he was the Investor Relations Manager at the
erstwhile First Bank of Nigeria Plc, and Head, Financial Advisory at Standard Alliance Capital & Asset
Management Limited, where he was accredited by the Securities and Exchange Commission (SEC) as an
Issuing House Manager. Tolu has developed expertise, very broad and deep knowledge and insights in
banking and finance, financial accounting and analyses, investor relations management and
engagement as well as credit and business ratings of financial institutions.

Tolu spent several years at Deloitte, where he rose from supporting to managing audit assignments, and
subsequently to the position of Strategy and Operations Consultant. In this role he carried out a number
of due diligence and business transformation exercises. He holds a Master of Business Administration
from University of Hull Business School, United Kingdom, and Bachelor of Science in Management and
Accounting from Obafemi Awolowo University, Ile-Ife. He has also attended management and
leadership training programs at Lagos Business School, Stanford Business School and Harvard Business
School. Tolu is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN) and a full member of
the Chartered Institute for Securities and Investment, UK (CISI).

d) BODE OGUNTOKE – HEAD, INTERNAL AUDIT

Bode is currently responsible for the audit activities of FBNH and the coordination of the Group audits.
He has extensive experience within the banking industry with cross-functional exposure in Internal
Audit, Internal Control, Financial Control and Banking Operations with a strong bias towards Information
Technology and Cybersecurity. Until his appointment, he served as the Head of IT and eBusiness Control
for Union Bank of Nigeria Plc with responsibility for the design and implementation of controls, policies
and standards covering all sources of risks in IT Infrastructure, IT Governance and IT Processes. Prior to
this, Bode was the Head of Information Systems Audit of Skye Bank (now Polaris Bank). He has led
several IT Projects, automation of control and audit processes, and cybersecurity programme.

Bode holds a Doctor of Philosophy (PhD) in Business Administration (Strategic Management) from
Babcock University, Ilishan-Remo, Nigeria having earlier obtained a Master of Philosophy (MPhil) in
Business Administration, Masters in Business Administration (MBA) and Bachelors degree in Banking
and Finance. He is a Fellow, Institute of Chartered Accountants of Nigeria (ICAN) as well as Honourary
Senior Member of Chartered Institute of Bankers of Nigeria (HCIB). He is a Certified Information Systems
Auditor (CISA), Certified in Risk and Information Systems Control (CRISC) and Certified in Governance of
Enterprise IT (CGEIT).

e) ADEWALE LATEEF OLUSEGUN AROGUNDADE – ACTING COMPANY SECRETARY

Adewale Lateef Olusegun Arogundade was appointed Acting Company Secretary by the Board of FBNH
on March 7, 2022. Prior to this appointment, he was the Assistant Company Secretary from September
2012. He brings on board almost three decades of extensive professional experience post call-to-bar.

Adewale started his law practice in the Lagos law firm of Citipoint Chambers (Legal Practitioners) shortly
after completing his mandatory National Youth Corps scheme in 1990 at a Port-Harcourt branch of the
defunct Continental Bank. He thereafter joined the services of First Bank of Nigeria PLC in June 1991 as
an Officer in the Legal Services Department and became an Assistant Company Secretary in November
2009.

While in the Legal Services Department, he acted in the capacity of Relief Area Manager in the Corporate
Unit of Niger House Branch (1998), Area Legal Manager for Lagos/Ogun State Area Office, Iganmu (2003)
and in January 2005, Adewale was seconded to the then merchant banking subsidiary of FirstBank; FBN
Merchant Bankers Limited as the Company Secretary/Legal Adviser.

He also served simultaneously as Company Secretary to some subsidiaries of the Bank, which included
FBN Insurance Limited, First Registrars Nigeria Limited, FBN Mortgages Limited, First Funds Limited and
First Nominees Nigeria Limited. In recognition of his commendable contributions to the Bank’s Legal
department, he became the pioneer Assistant Company Secretary of FBN Holdings Plc in September
2012 upon the establishment of the Holding Company.

Adewale graduated from the University of Ife (now Obafemi Awolowo University) in 1988 with a
Bachelor of Laws (LL.B (Hons) degree. He obtained a Barrister at Law (B.L) from the Nigerian Law School,
Lagos and was called to the Bar in 1989.
28
 He is a member of the Nigerian Bar Association and International Bar Association (IBA) and has attended
many conferences and courses locally and overseas.

f) OYINADE KUKU – HEAD, HUMAN RESOURCES

Oyinade Kuku is the Head, Human Resources with responsibility for driving the Human Resource
Strategy and People Agenda of the company. With over 16 years of experience in Strategic Human
Resource Management spanning the Financial Services, Consulting and Oil & Gas industries, Oyinade
has built a career with strong expertise in HR Strategy & Analytics, Organisational Design &
Transformation and Talent Management.

Until her appointment at the Holding Company, she worked with our largest subsidiary – FirstBank
Nigeria Limited as a Senior Business Partner and Lead for the Group HR Support Function. In this role,
she served as the Group interface on HR matters for the Group’s non-banking subsidiaries, Sub-Saharan
African businesses and FirstBank UK Limited.

Prior to joining the FirstBank Group in 2009, Oyinade worked with UBA Plc, Workforce Group
Consulting and Mobil Producing, Nigeria (ExxonMobil) where she held various roles within the HR
function.

Oyinade is a graduate of Industrial Relations and Personnel Management from the University of Lagos,
Nigeria. She also holds a Master’s degree in Human Resource Management from the Robert Gordon
University, Scotland. She is an Associate Member of the Chartered Institute of Personnel Management,
Nigeria (CIPMN) as well as the Chartered Institute of Personnel Development, UK (CIPD).

g) TUNDE LAWANSON – HEAD, MARKETING AND CORPORATE COMMUNICATIONS

Tunde Lawanson is the Head, Marketing and Corporate Communications and has over two decades of
vast experience in brand management, public and media relations, reputation management cutting
across the media, financial services, and integrated marketing communications sectors. He started his
career at Punch Newspapers on the Features desk before moving to the Insurance sector where he
served as the Head, Corporate Affairs at Cornerstone Insurance Plc. He also worked with Metropolitan
Bank (Now UBA) as Head, Branding and External Affairs, before joining Unic Insurance Plc as Assistant
General Manager Corporate Affairs and Admin. He later became Head, Client Service with Touchstone
Communications. Before joining FBNH, he was Controller and Head of Corporate Communications and
Research with Great Nigeria Insurance Plc.

Tunde is a graduate of History from the University of Calabar. He holds a Master’s degree in Public and
International Affairs from the University of Lagos. He is an Associate Member of the Nigerian Institute
of Public Relations and the Advertising Practitioner Council of Nigeria.

29
6. RISK FACTORS
In addition to the information set out in this document, the following risk factors should be considered carefully
in evaluating whether to make an investment in the Company. Potential investors should consider these
carefully in light of the information in this document and their personal circumstances. The following risk factors
do not purport to be an exhaustive list or explanation of all the risk factors involved in investing in FBNH and
they are not set out in any order of priority. In particular, the Company’s performance might be affected by
changes in market and economic conditions and legal, regulatory or tax requirements. If such changes were to
occur, the price of the shares may decline, and investors could lose all or part of their investment. Additionally,
there may be further risks of which the Company is not aware or believes to be immaterial, which may, in the
future, adversely affect the Company’s business and the market price of the shares.

In the context of the proposed Rights Issue by FBN Holdings PLC, the following risks have been identified:

A. Risks Relating to Nigeria

The Group operates in Nigeria and therefore faces general macroeconomic risks as the performance of the
financial sector is highly correlated with the performance of the Nigerian economic climate.

Political risks
These are risks associated with the nation’s political climate. Nigeria’s diverse political, religious, and ethnic
landscape has led to struggles for power between rival groups, which have consistently hindered the smooth
governance of the country. The continued criminal activity, unrest, political and religious conflicts in the country
may lead to lower oil production, deter investments in the country and lead to increased political instability that
could have a material adverse effect on Nigeria’s economy. Also, changes in government policies that affect the
banking landscape could impact the Group’s business. If the Federal government is unable to address all these
issues, these risks may persist and may adversely affect Nigeria’s political and economic stability, which may, in
turn, further affect the Group’s business, results of operation, and/or financial condition.

Overreliance on Oil
The Nigerian economy is significantly affected by any slight change in oil prices, which would lead to a weakening
of the currency, a substantial drop in foreign currency reserves, withdrawal of foreign portfolio capital and a
corresponding decline in stock market performance and government revenues. While the federal government
advances in its efforts to diversify the economy from its dependence on oil revenue, a further decline in global
oil prices may have an adverse effect on the Nigerian economy which in turn might impact the Group’s
profitability.

Issues with governance and processes continue to weigh on doing business in Nigeria
Bureaucracy and corruption, are of serious concern and constitute major barriers to doing business in Nigeria
and hinder economic growth and social development. Nigeria ranked 131 out of 190 countries in the World
Bank’s 2019 Ease of Doing Business index. While this is an improvement from previous rankings, the country
still performs poorly in the areas of paying taxes, enforcing contracts and trading across borders. This continues
to impact negatively on tax revenue, investor confidence and mobility of goods. Failure to address these issues,
continued corruption in the public sector and any future allegations of or perceived risk of corruption in Nigeria
could have an adverse effect on the Nigerian economy and may have a negative effect on Nigeria’s ability to
attract foreign investment and, as a result, may have a material adverse effect on the Group’s business, results
of operations and/or financial condition.

Insecurity
The country is plagued by insurgency and bandit attacks in its northern states while battling kidnapping and oil
theft down South in addition to secession threats in the SouthEast. The combined effect of these security
challenges is the increased political instability and reduced confidence of foreign investors in the local economy.
This could also impact the Bank’s operations, liquidity, prospects and financial condition.

30
B. Risks Relating to the Group and its Subsidiaries
Foreign Exchange Risk
These are risks that arise from the change in the price of one currency against another. The Group undertakes
some transactions denominated in foreign currencies. Unfavourable movement in exchange rates may affect
these foreign currency transactions, affect the value of the subsidiaries’ foreign currency-denominated assets
and liabilities and have a negative impact on their financial condition.

Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations and arises when the
Group’s funds are extended, committed, invested or otherwise exposed through actual or implied contractual
agreements, resulting in financial loss to the Group. A default by a counterparty poses the risk of the Group
incurring higher costs in debt recovery. Where the debts are recovered or obligations enforced late, there are
financial losses as a result of the time value of money for the period the debt was unrecovered. In the event
that the debt cannot be recovered, financial loss is incurred. If macroeconomic conditions in Nigeria deteriorate
significantly, there can be no assurance that the rate of the Group’s non-performing loans and credit
impairments will not increase, which, in turn, could have an adverse effect on the Group’s financial condition
or results of operations.

Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting due obligations associated with
financial liabilities that are settled by delivering cash or other financial assets. Ultimate responsibility for liquidity
risk management rests with the directors of the respective subsidiaries.

Market Risk
This is the risk of losses in on- or off-balance sheet positions that arise from movement in market prices. Changes
in equity prices, interest rates, credit spreads, foreign-exchange rates, commodity prices, and other financial
assets will impact the Group’s trading book. The Group also faces this risk from the perspective of its business
lines, whereby a downturn in the capital markets or other unfavourable market developments may affect the
profitability of its subsidiaries.

Operational Risk
This is the risk of direct or indirect loss arising from inadequate and/or failed internal processes, people and
systems or external events. They include fraud, fines or expenses incurred as a result of settlement delays and
regulatory infractions; litigation processes including out of court settlements; damage to physical assets; system
downtime, malfunction or disruption and the losses arising therefrom.

Regulatory and Compliance Risk

This is the risk of non-compliance with applicable financial services regulations that could expose the Group to
penalties, as well as a change in the laws or increased complexity in the local and international regulatory
environment that may materially impact the Group. The inability to meet up with the regulatory requirement
could serve as a risk to the continuity of the business. Any failure on the part of FBNH and its subsidiaries to
comply with laws and regulations could result in the loss, revocation or suspension of the Group’s licenses,
permits or approvals and may result in negative publicity.

Legal Risk
Legal risk is the risk arising from the type and nature of the Company's contractual agreements. It also involves
the risk that contracts may render the Company or any part, therefore, particularly vulnerable to litigation.
These risks, if not addressed, may result in unspecified erosion of value for the Company. The Group also is
exposed to certain risks in relation to its respective permits, licenses and approvals in the conduct of the
businesses of the Group, thus where any member of the Group fails to renew such permits, licenses or obtain

31
such approvals, or if any of them is suspended of terminated or the conditions of their issuance amended, this
may result in a disruption in the operations of that member of the Group and the financial condition of the
Company.

People Risk
This risk refers to intentional or dishonest acts (frauds, unauthorized policy and procedure breaches, collusion,
or sabotage) and unintentional causes (mistakes or errors due to lack of awareness of policies and procedures),
both of which can lead to losses.

Technology/Cyber security risk

Technology risk is that which impacts the integrity of the company's information systems/ technology
infrastructure and could result from unauthorized access, use, disclosure, modification, disruption or
destruction of information assets/systems. Given the significance of IT in the company's operations and the
increasing relevance of cybersecurity, the need to manage inherent technology and electronic payment risk
effectively and proactively is crucial to the company.

Brand and Intellectual Property Protection

The Group’s products, systems and brand could be susceptible to counterfeiting and/or unauthorised access.

Change in Law
The terms and conditions of the Rights Issue are based on the laws of the Federal Republic of Nigeria in effect
as at the date of this Rights Circular. No assurance can be given as to the impact of any possible judicial decision
or change in the relevant laws or the official application or interpretation of same after the date of this Rights
Circular.

32
SHAREHOLDERS RESOLUTION AUTHORISING THE ISSUE

33
BOARD RESOLUTION AUTHORISING THE ISSUE

34
35
SWORN DECLARATION OF FULL DISCLOSURE

T
AF
R
D

36
LETTER FROM THE DIRECTORS ON THE GOING CONCERN STATUS

T
AF
R
D

37
 T
AF
R
D

38
LETTER FROM THE AUDITORS ON THE GOING CONCERN STATUS

39
INCORPORATION BY REFERENCE
The following documents pertaining to the Company which have previously been published, and have been filed
with the SEC, shall be incorporated in, and form part of, this Rights Circular:

(a) the unaudited financial statements of FBNH for the period ended 30 June 2024;

(b) the audited financial statements of FBNH for the year ended 31 December 2023;

(c) the audited financial statements of FBNH for the year ended 31 December 2022;

(d) the audited financial statements of FBNH for the year ended 31 December 2021;

(e) the audited financial statements of FBNH for the year ended 31 December 2020; and

(f) the audited financial statements of FBNH for the year ended 31 December 2019.

Copies of the documents incorporated by reference will be available for inspection during normal business
hours on Business Days from 4 November, 2024 to 12 December, 2024, at the registered office of FBNH Holdings
PLC located at Samuel Asabia House, 35 Marina, Lagos, for viewing on the website of the Company at
[Link] and the offices of the Issuing Houses.

40
HISTORICAL FINANCIAL INFORMATION

30 Jun. 31 Dec.
2024 2023
ASSETS N 'million N 'million
Cash and balances with central banks 3,489,197 2,572,363
Loans and advances to banks 3,191,566 2,053,230
Loans and advances to customers 9,056,206 6,359,294
Financial assets at fair value through profit or loss 674,606 748,785
Investment securities 4,009,955 2,797,620
Asset pledged as collateral 1,464,312 1,519,094
Other assets 836,989 600,927
Investment in associates 2,030 2,005
Investment in subsidiaries - -
Property and equipment 200,262 161,677
Intangible assets 35,613 33,557
Deferred tax assets 59,585 55,895
23,020,321 16,904,447
Assets held for sale 405,207 33,237
Total assets 23,425,528 16,937,684

LIABILITIES
Deposits from banks 2,656,299 1,803,182
Deposits from customers 15,130,576 10,663,346
Financial liabilities at fair value through profit or loss 30,663 143,470
Current income tax liabilities 77,370 52,662
Other liabilities 1,178,522 1,261,833
Borrowings 1,802,520 1,250,827
Retirement benefit obligations 10,226 8,036
Deferred tax liabilities 3,505 5,524
20,889,681 15,188,880
Liabilities held for sale 322,343 1,783
Total liabilities 21,212,024 15,190,663
EQUITY
Share capital 17,948 17,948
Share premium 233,392 233,392
Retained earnings 945,947 588,967
Statutory reserve 217,925 211,935
Capital reserve - -
SME investment reserve 6,076 6,076
Fair value reserve 123,322 300,888
Regulatory risk reserve 20,341 20,501
Foreign currency translation reserve 617,618 338,871
2,182,569 1,718,578
Non-controlling interests 30,935 28,443
Total equity 2,213,504 1,747,021
Total equity and liabilities 23,425,528 16,937,684

41
 Year to
Q2 ended date
30 Jun. 30 Jun.
2024 2024
Continuing operations N 'million N 'million
Interest income 501,548 947,694
Interest expense -213,462 -432,761
Net interest income 288,086 514,933
Impairment charge for losses -51,052 -92,986
Net interest income after impairment charge for losses 237,034 421,947
Fee and commission income 67,924 129,926
Fee and commission expense -9,439 -19,090
Net fee and commission income 58,485 110,836
Foreign exchange loss -66,455 -165,046
Net (loss)/gains on sale of investment securities -207 11,827
Net gains from financial instruments at FVTPL 143,375 432,201
Dividend income 7,663 8,027
Other operating income 32,817 37,863
Personnel expenses -70,100 -134,197
Depreciation, amortisation and impairment -16,996 -30,494
Other operating expenses -147,817 -280,999
Operating profit 177,799 411,965
Share of profit of associates 25 25
Profit before tax 177,824 411,990
Income tax expense -21,357 -51,725
PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS 156,467 360,265
Discontinued operations
Profit for the period from discontinued operations 720 5,035
PROFIT FOR THE PERIOD 157,187 365,300

Profit attributable to:

Owners of the parent 155,908 362,809
Non-controlling interests 1,279 2,491
157,187 365,300

Earnings per share attributable to owners of the parent

Basic/diluted earnings per share (expressed in naira per share):
From continuing operations 10.18
From discontinued operations -0.07
From profit for the period 10.11
PROFIT FOR THE PERIOD 157,187 365,300
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss
From continuing operations

Net gains/(losses) on debt instruments at fair value through

other
comprehensive income 28,238 -172,155
Exchange difference on translation of foreign operations 109,134 278,747

42
From discontinued operations

Net gains/(losses) on debt instruments at fair value through

other
comprehensive income 1,255 -7,801
Items that will not be reclassified to profit or loss
From continuing operations
Net gains on equity instruments at fair value through other
comprehensive income 2,398 2,390
Total other comprehensive income for the period 141,025 101,181
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 298,212 466,481

Total comprehensive income attributable to:

Non-controlling interests 296,933 463,990
Owners of the parent 1,279 2,491
298,212 466,481

Total comprehensive income/(loss) attributable to owners

of the parent arises from:
Continuing operations 294,858 466,634
Discontinued operations 2,075 -2,644
296,933 463,990

43
44
HISTORICAL FINANCIAL INFORMATION

45
HISTORICAL FINANCIAL INFORMATION

46
HISTORICAL FINANCIAL INFORMATION

47
STATUTORY AND GENERAL INFORMATION
STATUTORY AND GENERAL INFORMATION

1. INCORPORATION AND SHARE CAPITAL HISTORY

FBN Holdings PLC is a financial holding company incorporated in Nigeria on 14 October 2010. The Company’s
shares were listed on the floor of the Nigerian Exchange Limited (formerly known as The Nigerian Stock
Exchange) on November 26, 2012 after the shares of the erstwhile First Bank of Nigeria PLC were delisted on
November 23, 2012.

Before now the Company had a share capital of N25,000,000,000 divided into 50,000,000,000 ordinary shares
of 50 Kobo each and issued capital of N16,316,042,178 divided into 32,632,084,356 ordinary shares of 50 Kobo
each. The Company’s N22,434,557,995 comprising 44,869,115,990 Ordinary Shares of 50 kobo each.

The changes in the share capital of the Company since incorporation are summarized below.
Year Authorised (N
=) Issued & Fully Paid-up (N
=) Consideration
Increase Cumulative Increase Cumulative
2012 50,000,000,000 50,000,000,000 32,632,084,356 32,632,084,356
1 for 10 bonus
2015 - 50,000,000,000 3,263,208,436 35,895,292,792
issue
Cancellation of
unissued shares
to comply with
2022 (14,104,707,208) 35,895,292,792 - 35,895,292,792
Regulation 13(3)
of the Companies
Regulations 2021

2. SHAREHOLDING STRUCTURE
As at the date of this Rights Circular, the Company’s issued share capital of 35,895,292,792 ordinary shares of
50 Kobo each was beneficially held as follows:
Shareholders No. of Ordinary Shares Held %
Olufemi Otedola (Direct) 1,155,715,314^ 3.22%
Calvados Global Service (Indirect)* 2,543,981,608^ 7.09%
Otudeko Ayoola Obafoluke (Direct) 5,835,264^ 0.02%
Barbican Capital Limited (Indirect)** 3,110,400,619^ 8.65%
6,815,932,805 18.98%
^ In line with the shareholders register as at the qualification date.
* Indirect holdings of Olufemi Otedola
** Indirect holdings of Otudeko Ayoola Obafoluke

Except as stated above, no other shareholder held more than 5% of the issued share capital of the Company.

3. DIRECTORS’ BENEFICIAL INTERESTS

The interest of the Directors (direct and indirect) in the issued share capital of the Company as recorded in the
Register of Directors’ interest or as notified by them for the purpose of section 275(1) of CAMA as at the date
of this Rights Circular, are as follows:

Director Total Shareholding %

Olufemi Otedola 3,699,696,922 10.31
Nnamdi Okonkwo 9,019,300 0.03
Olusegun Alebiosu 20,138,979 0.06
Oyewale Ariyibi 4,008,850 0.01

48
STATUTORY AND GENERAL INFORMATION
4. INDEBTEDNESS
As at the date of this Rights Circular, the Company has no debentures, mortgages, loans, charges, material
contingent liabilities or other similar indebtedness, other than in the ordinary course of business.

5. OFF BALANCE SHEET ITEMS

In the normal course of business, the Group is a party to financial instruments which carry off-balance sheet
risk. These instruments are issued to meet the credit and other financial requirements of customers. The
contractual amounts of the off-balance sheet financial instruments, as at the date of this Rights Circular is:

S/N N’ million
1 Performance bonds and guarantees 553,003
2 Letters of credit 1,584,920
Total 2,137,923

6. DIRECT SUBSIDIARIES
As at the date of this Rights Circular, the Company had the following direct subsidiaries:

S/N Names Classification % Holding

1 First Bank of Nigeria Limited Direct Subsidiary 100
2 FBNQuest Capital Limited Direct Subsidiary 100
3 FBN Insurance Brokers Limited Direct Subsidiary 100
4 FBNQuest Merchant Bank Limited Direct Subsidiary 100
5 FBNQuest Trustees Limited Direct Subsidiary 100
6 New Villa Limited (Rainbow Town Development Limited) Direct Subsidiary 55

7. CLAIMS AND LITIGATION

As of the date of this Rights Circular, the Company in the ordinary course of business is presently involved in
eight cases, with a minimum monetary claim of N100,000,000 (One Hundred Million Naira Only) instituted by
shareholders of the Company. The Solicitor to the Issue is of the opinion that the litigation is unlikely to have a
material adverse effect on the Issuer’s ability to perform its obligations in relation to the Transaction.

The Solicitor to the Issue is not aware of any other material claim or litigation against the Company, other than
the foregoing.

8. PURPOSE OF ISSUE AND USE OF PROCEEDS

The proceeds from the issue will be used to:

Support International business expansion: The devaluation of Naira has significantly affected the
competitiveness of the bank’s international operation and ability to engage in larger foreign currency-
denominated transactions due to the limitations on its capital adequacy and balance of its risk assets. However,
the injection of this new capital will not only bolster the bank’s local presence but also provide an opportunity
to enhance its international business operation, alleviating previous constraints imposed by its existing capital
base. The bank plans to inject capital into identified opportunities in the international markets space,
positioning it for increased growth and expansion to enhance its competitive edge in the global financial
landscape.

To shore up the bank’s Capital for business development and growth: The increase in the bank’s capital will
enable it to engage in transactions and seize opportunities across different sectors of the economy. It aims to
engage in more substantial lending activities, enabling it to support larger transactions and invest in diverse
sectors that were previously not considered, which will result in diversification of the bank’s portfolios and
opportunities to tap into new revenue streams, thereby strengthening the bank’s foundation and ability to
withstand economic shocks and reducing the risk of insolvency.

49
STATUTORY AND GENERAL INFORMATION
Investment in automation and digital banking: The group is positioned to continuously ensure seamless and
convenient banking experience for its customers through significant investment in automation and digital
technologies via its flagship mobile banking app, FirstMobile, and its internet banking platform, FirstOnline.
Through FirstMobile, and the new Lit App, FirstBank has effectively acquired a broad cross-section of the target
demography, with a clear proposition of owning bank accounts and utilising various financial services from the
comfort of their locations. In line with FirstBank’s commitment to providing customers with the best-in-class
electronic banking experience, the Bank plans to upgrade the FirstMobile and FirstOnline with additional
services and features while driving customer adoption of the platforms.

After the deduction of estimated Issue costs and expenses of N

= 2,245,477,240.20 (representing 1.50% of the
Issue proceeds), the net Issue proceeds of N
= 147,318,242,734.80 will be applied in the following manner:

(%) to Estimated
Amount to be
S/N Projects gross Completion
expended (N)
proceeds Period
To shore up the bank’s Capital for business
1 12 months
development and growth
a. Lending to Corporate Business Segment 77,342,077,435.77 12 months
b. Lending to Retail Business Segment 25,780,692,478.59 12 months
103,122,769,914.36 68.95%

2 Support International business expansion 29,463,648,546.96 19.70% 36 months

Investment in automation and digital
3 14,731,824,273.48 9.85% 23 months
banking
4 Cost of issuance 2,245,477,240.20 1.50% Immediate
Total 149,563,719,975.00 100%

9. COSTS AND EXPENSES

The costs, charges and expenses of and incidental to the Issue, including fees payable to SEC and the NGX,
professional parties, brokerage, and printing and distribution expenses, are estimated at about N =
2,245,477,240.20 representing 1.50% of the Issue proceeds and are payable by FBNH.

10. MATERIAL CONTRACT

The following contracts have been entered into by the Company and may be considered material to this Issue:

• A Vending Agreement dated October 28, 2024 between the Company and the Issuing Houses;
Other than as stated above, the Company, as at the date of this Rights Circular, did not have any subsisting
material contract (in the context of this Rights Issue) other than those entered into in the ordinary course of
business.

11. OVERVIEW OF CORPORATE GOVERNANCE

FBNH is dedicated to upholding high standards of corporate governance across the Group to maintain the
company’s long-term business sustainability and create value for all its stakeholders. The Company is committed
to defining frontiers for market dominance in the highly competitive and dynamic financial services industry.
Thus, the principles of accountability, strong risk management, transparency and integrity are inherent in the
Group’s values, culture, processes and operating structures. The Board recognises the importance of operating
in a manner that is consistent with best corporate governance practices. As a result, the Board provides
purpose-driven and ethical leadership by setting the tone from the top in how it conducts itself and oversees
the operations and management of the Group. It ensures good governance principles are adopted across the
Group to achieve its imperatives. The Company’s governance framework is designed to ensure compliance with

50
STATUTORY AND GENERAL INFORMATION
international best practices and CAMA, the Nigerian Code of Corporate Governance 2018 issued by the Financial
Reporting Council (FRC), the Code of Corporate Governance for Banks and Discount Houses in Nigeria 2014
issued by the Central Bank of Nigeria (CBN), the Securities and Exchange Commission’s (SEC) Corporate
Governance Guidelines 2020 and Corporate Governance Guidelines issued by the National Insurance
Commission (NAICOM). At the Group and across the operating entities, the Board operate through various
Committees. FBNH’s governance framework ensures a dynamic blend of Board autonomy and Group
coordination at the operating company level.

Responsibility of the Board of Directors

The Company is fully compliant with all the duties and responsibilities stated under Parts A, B and C of the SEC
Code of corporate governance.

Composition of the Board

As at the date of this Rights Circular, there are nine Directors: three Independent Non-Executive Directors
(INED), four Non-Executive Directors (NED) and two Executive Directors.

The Board Committees are:

1) The Board Remuneration, Nomination and Governance Committee (BRNGC)

The Committee is chaired by Kofo Dosekun, an Independent Non-Executive Director, and made up of other
Directors, including: Dr Alimi Abdul-Razaq, Julius B. Omodayo-Owotuga and Dr Abiodun Fatade.

The key responsibilities of the Committee include the following:

i. Evaluate the performance of the Board Committees and Boards of subsidiary companies annually. The
Committee may utilise the service of an independent consultant duly approved by the Board for the
annual Board appraisal as it deems fit. The evaluation process will be in line with the Group’s Evaluation
Policy;
ii. Identify individuals for consideration for Board appointment and make recommendations to the Board
for approval;
iii. Develop and maintain an appropriate corporate governance framework for the Group;
iv. Develop and maintain an appropriate policy on the remuneration of Directors, both Executive and Non-
Executive;
v. Develop succession plans for the Board of Directors and critical Management staff across the Group;
vi. Oversee Board performance and evaluation within the Group;
vii. Nominate new Directors to the Board;
viii. Nominate independent consultants to conduct an annual review or appraisal of the performance of
the Board and make recommendations to the Board. This review or assessment covers all aspects of
the Board’s structure, composition, responsibilities, individual competencies, operations, role in
strategy setting, oversight of corporate culture, evaluation of Management’s performance, and
stewardship towards shareholders;
ix. Review and make recommendations to the Board on all retirement and termination payment plans of
Executive Directors; and
The BGNC met seven times in 2023. All members of the committee were present for all the meetings for which
they were members.

2) The Board Audit and Risk Assessment Committee (BARAC)

The Committee is chaired by Dr. Alimi Abdul-Razaq, an Independent Non-Executive Director and made up of
other Non-Executive Directors including: Kofo Dosekun and Dr (Sir) Peter Aliogo.

The key responsibilities of the Committee include the following:

i. Evaluate the Group’s risk profile and the controls in place to mitigate such risks;
ii. Ensure the development of a comprehensive internal control framework for the Group;
iii. Review the Group’s system of internal control to ascertain its adequacy and effectiveness;

51
STATUTORY AND GENERAL INFORMATION
iv. Evaluate internal processes for identifying, assessing, monitoring and managing key risk areas,
especially market, liquidity and operational risks, the exposures in each category, significant
concentrations within those risk categories, the metrics used to monitor the vulnerabilities, and
Management’s views on the acceptable and appropriate levels of those risk exposures;
v. Review the independence and authority of the risk management function; and
vi. Assess and confirm the independence of the External Auditor annually. It submits this assessment
report to the Board and the Statutory Audit Committee.
The BARAC met eight times in 2023, with all members present for all the meetings for which they were
members.

3) The Board Finance and Investment Committee (BFIC)

The BFIC is chaired by Dr (Sir) Peter Aliogo and made up of other Directors, including: Dr Abiodun Fatade,
Nnamdi Okonkwo, Julius B Omodayo-Owotuga and Oyewale Ariyibi.

The key responsibilities of the Committee include the following:

i. Understand, identify and discuss with Management the key issues, assumptions, risks and
opportunities relating to the development and implementation of the Group’s strategy;
ii. Critically evaluate and make recommendations to the Board for approval of the Group’s strategic
planning programme;
iii. Periodically engage Management and act as a sounding board on strategic issues;
iv. Regularly review the effectiveness of the Group’s strategic planning and implementation monitoring
process;
v. Review and make recommendations to the Board regarding the Group’s investment strategy, policy
and guidelines, its implementation and compliance with those policies and guidelines, and the
performance of the Group’s investment portfolio;
vi. Oversee the Group’s investment planning, execution and monitoring processes; and
vii. Review the Group’s financial projections, as well as the capital and operating budgets, and have
quarterly reviews with Management on the progress of key initiatives, including appraising actual
financial results against targets and projections.
The Committee met ten times in 2023, with all members present for all the meetings for which they were
members.

4) The Statutory Audit Committee (SAC)

Section 404 (2) and (3) of CAMA requires every public Company to establish a Statutory Audit Committee
composed of two Non-Executive Directors and three representatives of its shareholders, subject to a maximum
of five members. The SAC is chaired by Kashimawo Taiwo (Shareholder Representative) and other members
include: Hauwa Umar (Shareholder Representative), Vitalis Ekwem Anyiam (Shareholder Representative) and
Dr (Sir) Peter Aliogo (Independent Non-Executive Director).

The key responsibilities of the Committee include the following:

i. Ascertain whether the Company’s accounting and reporting policies are in accordance with legal
requirements and agreed ethical practices;
ii. Make recommendations to the Board regarding the appointment, remuneration and removal of the
external auditor of the Company, ensuring the independence and objectivity of the external 19
auditors and ensuring there is no conflict of interest which could impair the independent judgement
of the external auditor;
iii. Review the findings on management matters in conjunction with the external auditor and
departmental responses thereon;
iv. Keep under review the effectiveness of the Company’s system of accounting and internal control;
v. Authorise the internal auditor to carry out investigations into any activity of the Company that may be
of interest or concern to the Committee; and
vi. Assist in the oversight of the integrity of the Company’s financial statements and establishing and
developing the internal audit function.
The Committee met four times in 2023 with all members present for all the meetings for which they were
members.

52
STATUTORY AND GENERAL INFORMATION

5) The Group Executive Committee (GEC)

The GEC is a Group management committee that meets quarterly or as required. The role of the Committee is
to ensure the implementation and alignment of the Group’s strategy. The GMD of FBNH serves as the Chairman,
while other members are: MD/CEO, First Bank of Nigeria Limited; MD/CEO, FBNQuest Trustees Limited;
MD/CEO, FBNQuest Merchant Bank Limited; MD/CEO, FBNQuest Capital Limited; MD/CEO, FBN Insurance
Brokers Limited; Executive Director, Finance, Investment Management & Oversight, FBNH; Company Secretary,
FBNH; Head, Strategy and Corporate Development, FBNH; Executive Director, Chief Financial Officer, First Bank
of Nigeria Limited; and Executive Director, Chief Risk Officer, First Bank of Nigeria Limited.

The key responsibilities of the Committee include the following:

i. Ensure overall alignment of the Group strategy and plans;
ii. Review strategic and business performance against approved plans and budget of the Group and agree
on recommendations and corrective actions;
iii. Promote the identification of synergies and ensure the implementation of synergy initiatives;
iv. Monitor the progress of the Group’s synergy realisation initiatives and make recommendations;
v. Discuss and monitor compliance with the Group’s policies such as risk management, internal audit and
others; and
vi. Review and recommend modifications to Group’s policies.
The Committee met four times in 2023 with all members present for all the meetings for which they were
members.

6) The Management Committee (MANCO)

The role of the Committee is to deliberate and take policy decisions on the efficient and effective management
of the Company. The GMD of FBNH serves as the Chairman, while other members are: Executive Director,
Finance, Investment Management & Oversight; Company Secretary; Head, Risk Management and Compliance;
Head, Investor Relations; Head, Internal Audit; Head, Strategy and Corporate Development; Head, Human
Resources; Head, Marketing and Corporate Communications.

The key responsibilities of the Committee include the following:

i. Develop and review, on an ongoing basis, the Company’s business focus and strategy, subject to the
approval of the Board;
ii. Recommend proposals to the Board on the strategies to achieve the Group’s objectives regarding
investment and divestment activities;
iii. Confirm the alignment of the Company’s plan with the Group’s overall strategy;
iv. Track and manage the strategic and business performance of the Group against approved plans and
the budget; and
v. Make proposals to the Board and Board Committees on significant policies and decisions relating to
staff compensation, major capital expenditure, organisational structure, and other issues related to
the business.
The Committee met four times in 2023, with all members present for all the meetings for which they were
members.

12. MERGERS AND TAKEOVERS

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

13. RELATIONSHIP BETWEEN THE COMPANY AND ITS ADVISERS

The Joint Issuing House, FBNQuest Merchant Bank, and a stockbroker FBN Securities Limited are members of
the Group. As at the date of this Rights Circular, the Group Managing Director of the Company is one of the
Non-Executive Directors of the Joint Issuing House.

Save as disclosed, there is no relationship between the Company and its Advisers as at the date of this Rights
Circular except in the ordinary course of business.

53
STATUTORY AND GENERAL INFORMATION
14. RELATED PARTY TRANSACTIONS
The Company entered into transactions with related parties in the normal course of business. The volumes of
related-party transactions, outstanding balances at the year-end, and related expenses and income for the year
ending December 31, 2023 are as follows:

Nature of December 31, 2023

S/N Names of Entity Nature of transaction
relationship ₦’million
1 First Bank of Nigeria Limited Subsidiary Current account balance 2,059
2 First Bank of Nigeria Limited Subsidiary Bank charges 7
3 FBNQuest Merchant Bank Limited Subsidiary Current account balance 1
4 FBNQuest Merchant Bank Limited Subsidiary Placement 5,177
5 FBNQuest Merchant Bank Limited Subsidiary Interest Income 222

15. DECLARATIONS
Except as otherwise disclosed in this Rights Circular:
1. No share of the Company is under option or agreed conditionally or unconditionally to be put under option;

2. There are no long-term and/or material service agreements between the Company, and any of the Directors
and employees except pension agreements, or such other agreements as are necessary in the ordinary course
of business;

3. The Company also hereby declares that none of its Directors or Management staff is subject to any of the
following in Nigeria or elsewhere;

a. A petition brought under any bankruptcy or insolvency proceedings either against his/her person or
against any partnership or company of which he or she is a partner, director or key personnel;

b. A conviction in a criminal proceeding relating to fraud or dishonesty or is named subject of pending

criminal proceedings relating to fraud or dishonesty;

c. A judgement or a ruling by a regulatory body relating to fraud or dishonesty restraining him/her from
acting as an investment adviser, dealer in securities, director or employee of a financial institution and
engaging in any business practice or activity.

4. Save as disclosed herein, the Directors of the Company have not been informed of any shareholding
representing 5% or more of the issued share capital of the Company;

16. CONSENTS
The following have given and 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 the Company Nnamdi John Okonkwo

Samson Oyewale Ariyibi
Dr Muhammed Alimi Abdul-Razaq
Olusegun Alebiosu
Dr (Sir) Peter Nkechukwuyem Aliogo
Juliana Kofoworola Dosekun
Dr Abiodun Oluwole Fatade
Julius Babatunde Omodayo-Owotuga
Olufemi Peter Otedola
Acting Company Secretary Adewale L.O Arogundade

54
STATUTORY AND GENERAL INFORMATION

Issuing Houses Anchoria Advisory Services Limited

Apel Asset Limited
Coronation Merchant Bank Limited
Cowry Asset Management Limited
Dynamic Portfolio Limited
FBNQuest Merchant Bank Limited
FCMB Capital Markets Limited
First Ally Capital Limited
Greenwich Merchant Bank Limited
Marathon Capital Markets Limited
MBC Capital Limited
Meristem Capital Limited
Radix Capital Partners Limited
Renaissance Securities (Nigeria) Limited
Stanbic IBTC Capital Limited
United Capital PLC
Receiving Banks Guaranty Trust Bank Limited
Fidelity Bank Plc
Stockbrokers APT Securities and Funds Limited
Bancorp Securities Limited
Cordros Securities Limited
EFG Hermes Limited
FBNQuest Securities Limited
FCSL Asset Management Company Limited
Futureview Securities Limited
Greenwich Securities Limited
Hedge Securities Limited
Lead Securities & Investment Limited
Santrust Securities Limited
Pilot Securities Limited
Tiddo Securities Limited
Registrars Meristem Registrars and Probate Services Limited
Auditors KPMG Professional Services Limited
Solicitors to the Issuer Banwo & Ighodalo
Solicitors to the Offer Olaniwun Ajayi LP

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents can be inspected at the offices of the Issuing Houses during normal business
hours on any Business Day, from 4 November, 2024 to 12 December, 2024:
(a) The Certificate of Incorporation of the Company, duly certified by the CAC;
(b) The Memorandum and Articles of Association of the Company, duly certified by the CAC;
(c) The audited financial statements of the Company for each of the five years ended December 31, 2018,
2019, 2020, 2021, 2022 and the and unaudited financial statement for the period ended 30 September
2024;
(d) The Board Resolution authorising the Issue, passed at the Board of Director’s Meeting held on October 10,
2024, passed at the meeting of the Board of Directors, signed by a Director and the Ag. Company Secretary;
(e) The Shareholders’ Resolutions passed at the AGM held on August 15, 2023 authorising the Issue;
(f) The certified true copy of the certificate of increase in share capital;
(g) The list of outstanding claims and litigation referred to on page 49;

55
STATUTORY AND GENERAL INFORMATION
(h) The material contracts referred to on page 50;
(i) The written consents referred to on page 54;
(j) Letter of approval from SEC; and
(k) Letter of approval from the NGX.

18. UNCLAIMED DIVIDENDS

The total unclaimed dividend of the Company, as at December 31, 2023, is N16.63 Billion.

19. RESEARCH AND DEVELOPMENT

The Bank has continually invested in research and development by creating products that are expected to
enhance revenue and profitability generation by activating ‘next-gen’ capabilities to jumpstart the next digital
financial services growth phase and broaden our non-funded revenue base. We will continue to revamp our
digital product development and delivery models to support our customer acquisition drive. By focusing on
technology and innovation, monetize analytics & data, optimise business development opportunities, drive new
customer acquisition and revamp digital products development and delivery models.

56
PROVISIONAL ALLOTMENT LETTER

October 28, 2024

RIGHTS ISSUE OF 5,982,548,799 ORDINARY SHARES OF 50 KOBO EACH AT N

= 25.00 PER SHARE IN FBN HOLDINGS PLC PAYABLE
IN FULL ON ACCEPTANCE NOT LATER THAN 12 DECEMBER, 2024

Dear Sir/Madam,

1. Provisional Allotment
The letter dated 18th October, 2024 from the Chairman of your Company provided on page 18 of this Rights
Circular contains particulars of the Rights Issue now being made. The Directors have provisionally allotted to
you the number of new shares set out on the first page of the enclosed Acceptance/Renunciation Form,
representing one (1) new Ordinary Share for every six (6) Ordinary Shares. The new Ordinary Shares will rank
pari passu in all respects with the existing Ordinary Shares of the Company.

You may accept all or some of the shares allotted to you or renounce your rights to all or some of them. If you
are accepting the provisional allotment in full, kindly complete box A of the Acceptance/Renunciation Form,
while if renouncing your rights partially or in full, kindly complete box B of the form. You may also apply for
additional shares over and above your provisional allotment as described in 2(b) below.

2. Acceptance and Payment

The receipt of any payment with your Acceptance/Renunciation Form will constitute an acceptance of all or
part of this allotment on the terms of this letter, subject to the Memorandum and Articles of Association of the
Company and the clearance of the Securities and Exchange Commission. If payment is not received by 12
December 2024, the provisional allotment will be deemed to have been declined and will be cancelled. You may
participate in the Rights Issue through any of the following methods:

a. Full Acceptance
If you wish to accept this provisional allotment in full, please complete box A of the
Acceptance/Renunciation Form. The completed Acceptance/Renunciation Form together with a cheque or
bank draft for the full amount payable must be submitted to any of the Receiving Agents listed on page 60
of this document not later than 12 December, 2024. The cheque or draft must be made payable to the
Receiving Agent and crossed “FBNH Rights” with your name, address and mobile number written on the
back of the cheque or draft. All cheques and drafts will be presented for payment on receipt and all
Acceptance/Renunciation Forms in respect of which cheques are returned unpaid for any reason will be
rejected and returned through the registered post. Existing Shareholders who wish to make payment
electronically for their rights, should contact the Receiving Banks/Receiving Agents and make payment into
the account details of the Receiving Banks in the table below;

Guaranty Trust Bank Limited Fidelity Bank Plc

Account Number 3000041375 5110043854
Account Name FBN Holdings Plc Rights Issue FBN Holdings Plc Rights Issue
Proceeds Account Proceeds Account
Evidence of all electronic transfers along with a copy of the Acceptance/Renunciation Form must also be
submitted electronically to the receiving Agents and the Receiving Banks, where payment is not received
by 12 December, 2024 , the provisional allotment will be deemed declined and will be cancelled,

Any payment made electronically or with a value exceeding N10 million should be made via SWIFT, RTGS
or NEFT into the designated Issue Proceeds Account stated on the Acceptance/Renunciation Form. Such

57
 payment must include the following transfer instruction narrative: “[FULL NAME OF SHAREHOLDER]’s
PAYMENT FOR FBNH Rights.

b. Applying for Additional Shares

This may be done by completing items (ii) and (iii) of box A of the Acceptance/Renunciation Form. Payment
should be made in accordance with 2(a) above. Existing Shareholders who apply for additional shares using
the Acceptance/Renunciation Form will be subject to the allotment process and may therefore be allotted
less than the number of additional shares applied for (see item 1.4 below).

c. Partial Acceptance
To accept your provisional allotment partially, please complete box B of the Acceptance/ Renunciation
Form and submit the completed Acceptance/Renunciation Form to any of the Receiving Agents listed on
Page 60 of this document together with full amount payable in respect of the number of shares you wish
to accept. Payment should be made in accordance with 2(a) above.

d. SEC-Approved Digital Platform / E-Application Channels

• [Link]
I. Acceptance/renunciation in respect of the Rights Issue may be made electronically via the SEC-
approved platforms, accessible via the Issuer’s and Issuing House’s websites.
II. Once on the digital platform, allottees will register and log on with the details sent to his/her email
address or telephone number, depending on the platform.
III. After logging in, the allottee should select “First Bank Holdings Plc Rights Issue” and choose
“Buy/Accept Rights Issue”.
IV. An allottee will have the option to make full or partial acceptance, renounce rights, and apply for
additional shares.
V. Payment for the shares being applied for can be made online through the following methods: a)
Bank debit or credit cards; and b) Bank transfer
VI. An acceptance under this Rights is only complete when payment is made and the allottee receives
confirmation via phone or email

3. Trading in Rights on the NGX

The approval of The NGX has been obtained for trading in the Rights of the Company. The Rights will be
tradable between 4 November 2024 and 12 December 2024 at the price at which the Rights are quoted on
the NGX. If you wish to renounce your Rights partially or in full, you may trade such renounced Rights on
the Floor of the NGX between the above-mentioned dates. Please complete item (iii) of box C of the
Acceptance/Renunciation Form and contact your stockbroker for assistance. Shareholders who wish to
acquire additional shares over and above their provisional allotment may purchase traded rights, and/or
apply for additional shares by completing the e-Acceptance/Renunciation Form as detailed above. If you
wish to purchase renounced Rights, please contact your stockbroker who will guide you regarding payment
and the procedure for purchasing FBNH’s Rights. Shareholders who purchase rights on the floor of the
Nigerian Exchange are guaranteed the number of shares purchased and will not go through the allotment
process for those shares. However, those applying for additional shares via the e-Acceptance/Renunciation
Form may be allotted a smaller number of additional shares than what they applied for. The last date for
trading in the underlying rights shall be 12 December, 2024.

4. Allotment of Additional Shares

Ordinary Shares which are not taken up by 12 December, 2024 will be allotted on a pro-rata (equal) basis
to Existing Shareholders who applied and paid for additional shares over and above their provisional
allotment by completing item (ii) of box A.

5. Subscription Monies
Acceptance/Renunciation Forms must be accompanied with the full amount due on acceptance in
accordance with 2(a) above. All subscription monies will be retained in interest yielding bank accounts by
January 24, 2025.

58
6. Surplus Application Monies
If any application for additional shares is not accepted or accepted for fewer shares than the number
applied for, the Registrar shall remit the value of the additional shares not accepted including applicable
interest not later than five Business Days after the date of allotment to the bank detailed in the Acceptance/
Renunciation Form.

Any electronic payment with a value exceeding N = 10 million would be made via RTGS or NEFT into the
affected subscriber’s bank account details stated on the Acceptance/Renunciation Form.

7. Rounding Principle
The allocation of Rights Issue shares will be such that Existing Shareholders will not be allocated a fraction
of a Rights Issue share and as such any shareholding giving rise to a fraction of less than one of a Rights
Issue share will be rounded down to the nearest whole number.

8. Settlement
The CSCS accounts of Existing Shareholders will be credited not later than 15 Business Days from the date
of allotment. No share certificates will be issued and Existing Shareholders are advised to ensure that they
provide details of their CSCS accounts and stockbroker on the Acceptance. In accordance with the SEC
Directive on Dematerialization of Share Certificates, Existing Shareholders who do not provide valid CHN
and CSCS account numbers will have their shares credited at the CSCS using an RIN. An RIN is a number
allocated to Existing Shareholders who do not have valid CHN and CSCS account numbers to warehouse
their units of shareholding in public companies under Registrars custody at the CSCS. The allotted shares
will be transferred to the stockbroking account of the Existing Shareholder once valid CHN and CSCS
account numbers are provided. Any Existing Shareholder who does not have a valid CHN and CSCS account
number, is advised to open a stockbroking account with a stockbroker and obtain a valid CHN and CSCS
account number from the stockbroker for the purpose of accessing their units of shareholding directly.
9. E-Allotment
The CSCS accounts of shareholders will be credited not later than one (1) Business day from the date of
allotment. No share certificate will be issued, and shareholders are hereby advised to provide the details
of the name of their respective stockbrokers, their CHN and CSCS account numbers in the relevant spaces
on the Acceptance Form. In accordance with the SEC Directive on Dematerialization of Share Certificates,
shareholders who do not provide valid CHN and CSCS account numbers will have their shares credited at
the CSCS using a Registrar Identification Number. A Registrar Identification Number is a number allocated
to shareholders who do not have valid CHN and CSCS account numbers to warehouse their units of
shareholding in public companies under Registrars custody at the CSCS. The allotted shares will be
transferred to the stockbroking account of the shareholder once valid CHN and CSCS account numbers are
provided. Any shareholder who does not have a valid CHN and CSCS account number, is advised to open a
stockbroking account with a stockbroker and obtain a valid CHN and CSCS account number from the
stockbroker to access their units of shareholding directly.

Yours faithfully

Adewale L.O Arogundade

Ag. Company Secretary

59
RECEIVING AGENTS
A copy of the Rights Circular has been forwarded to each of the shareholders whose names appeared in the Company’s Register of Members as at 18 October, 2024. A copy of this circular can
also be downloaded from [Link]. The completed Acceptance Forms together with a cheque or bank draft or evidence payment if via bank transfer for the full amount payable
may be returned to Greenwich Merchant Bank Limited or any of the Receiving Agents listed below, as well as any other institution(s) who are registered as capital market operators by SEC and
who have valid SEC clearance to carry out the function of Receiving Agents as at the date of this Rights Circular. A Brokerage Commission will be paid at the rate of N
= 0.25 Kobo per N
= 100 worth
of shares allotted in respect of Acceptance Forms bearing their official stamp.
The Issuing Houses cannot accept responsibility for the conduct of any of the institutions listed below. Shareholders are therefore advised to conduct their own enquiries before
choosing an agent to act on their behalf. Payment for shares can be made online via the payment options provided on the e-Offer Portal at [Link] or directly
through any of the Issuing Houses or Receiving Agents listed below (See “Procedure for Application and Allotment”). An application under this Offer will be completed only when the
applicant makes payment for the shares applied for and a confirmation is received. Evidence of lodgement 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 a liability on the part of the Issuing Houses under any circumstances.
BANKS
Access Bank PLC First Bank of Nigeria Limited Polaris Bank PLC United Bank for Africa PLC
Citibank Nigeria Limited First City Monument Bank Stanbic IBTC Bank PLC Unity Bank PLC
Ecobank Nigeria PLC Limited Standard Chartered Bank Nigeria Wema Bank PLC
Fidelity Bank PLC Guaranty Trust Bank Limited Limited Zenith Bank PLC
Heritage Bank PLC Sterling Bank PLC
Keystone Bank Limited Union Bank of Nigeria PLC
ISSUING HOUSES, STOCKBROKERS AND OTHERS
Issuing Houses EFCP Limited Mayfield Investment Limited Standard Union Securities Ltd
Greenwich Merchant Bank Elixir Securities Limited MBC Securities Limited TFS Sec. & Investment Ltd
Limited Emerging Capital Limited Mega Equities Limited The Bridge Securities Limited
FBNQuest Merchant Bank Enterprise Stockbroker Plc Meristem Securities Limited Tiddo Securities Limited
Limited Equity Capital Solutions Limited Midas Stockbrokers Limited Tomil Trust Limited
Apel Asset Limited Eurocomm Securities Limited Milestone Capital Mgt Ltd Topmost Securities Limited
Coronation Merchant Bank Express Discount Asset Mgt Ltd Mission Securities Limited Tower Asset Mgt Limited
Limited Express Portfolio Services Ltd Molten Trust Limited Tower Secs & Invest. Co. Ltd
Cowry Asset Management FBC Trust & Securities Limited Morgan Capital Sec Limited Trade Link Securities Limited
Limited FBN Securities Limited Mountain Invest. & Sec. Ltd Traders Trust & Invest Co. Ltd
Dynamic Portfolio Limited FCSL Asset Mgt. Company Ltd Mutual Alliance Invest. and Sec. TransAfrica Fin. Services Ltd
FCMB Capital Markets Limited Fidelity Finance Company Ltd Ltd Transworld Invest & Sec. Ltd
First Ally Capital Limited Fidelity Securities Limited Network Capital Limited Trust Yields Securities Limited
Anchoria Advisory Services Financial & Analytics Capital Ltd Networth Sec. & Finance Ltd TrustBanc Capital Mgt Limited
Limited Financial Trust Company Ltd Newdevco Invest. & Sec. Co Ltd TrustHouse Investments Ltd
Marathon Capital Markets Finmal Finance Company Ltd Nigerian Intl Sec Limited TRW Stockbrokers Limited
Limited First Integrated Capital Mgt Ltd Nigerian Stockbrokers Limited Tyndale Securities Limited
MBC Capital Limited First Stockbrokers Limited Nova Finance & Securities Ltd UNEX Capital Limited
Meristem Capital Limited FIS Securities Ltd Options Securities Limited Union Capital Markets Limited
Radix Capital Partners Limited, Foresight Sec. & Inv Limited PAC Securities Limited United Capital Securities Ltd
Renaissance Securities (Nigeria) Forte Financial Limited Partnership Securities Limited Valmon Securities Limited
Limited Forthright Sec & Investments Ltd Peace Capital Market Limited Valueline Sec. & Invest. Ltd
Stanbic IBsTC Capital Limited Fortress Capital Limited Perfecta Inv Trust Limited Vetiva Securities Limited
United Capital PLC FSDH Securities Limited Phronesis Sec Limited Woodland Capital Markets Plc
Funds Matrix & Assets Mgt Ltd Pilot Securities Limited WSTC Financial Services Ltd
Future view Securities Limited Pinefields Inv Serv Limited Yuderb Inv. & Sec. Limited
Stockbrokers and Others Gem Assets Mgt Limited PIPC Securities Limited Zenith Securities Limited
Adamawa Securities Limited Gidauniya Inv. & Sec Limited Pivot Trust and Invest. Co Ltd Crossworld Securities Limited
Global Assets Mgt (Nig) Limited Planet Capital Limited Crown Capital Limited
Adonai Stockbrokers Limited
GlobalView Capital Limited Portfolio Advisers Limited CSL Stockbrokers Limited
African Alliance Stockbrokers Golden Securites Limited Primera Africa Securities Deep Trust Investment Limited
Ltd Greenwich Securities Limited Prime Wealth Capital Limited De-Lords Securities Limited
Afrinvest (West Africa) Limited Gruene Capital Limited Prominent Securities Limited Dependable Securities Limited
Alangrange Securities Limited GTI Capital Limited PSI Securities Limited Diamond Securities Limited
Anchoria Inv& Securities Ltd Harmony Securites Limited Pyramid Securities Limited Dominion Trust Limited
Apel Asset Limited Heartbeat Investments Limited Quantum Securities Limited DSU Brokerage Services Ltd
APT Sec. & Funds Limited Hedge Sec. & Inv. Co. Limited Rainbow Sec. and Invest Co. Ltd Dunbell Securities Limited
Arian Capital Management Ltd Heritage Capital Mkt Limited Readings Investment Limited Dunn Loren Merrifield Sec. Ltd
ARM Securities Limited Horizon Stockbrokers Limited Regency Assets Mgt Limited Dynamic Portfolios Limited
Arthur Steven Asset Mgt Ltd ICMG Securities Limited Rencap Securities (Nig.) Limited ECL Asset Management Limited
Associated Asset Managers Ltd ICON Stockbroker Limited Resort Securities & Trust Ltd EDC Securities Limited
Atlass Portfolio Limited Imperial Assets Managers Ltd Reward Invest and Services Ltd Edgefield Capital Mgt Ltd
Belfry Stockbrokers Limited Independent Securities Limited Rostrum Inv& Sec Limited Cowry Asset Mgt Limited
Bestlink Investment Limited Integrated Trust &Inv. Limited Rowet Capital Mgt Limited Crane Securities Limited
Bestworth Assets & Trust Ltd Interstate Securities Limited Royal Crest Finance Limited
Calyx Securities Limited Investment Centre Limited Royal Guaranty & Trust Limited
Camry Securities Limited Investment One Stockbrokers Royal Trust Securities Limited
Capital Asset Limited Investment Shark & Asset Mgt. Santrust Securities Limited
Capital Bancorp Limited Ltd Securities Africa Financial Ltd
Capital Express Securities Ltd Investors & Trust Co Limited Securities and Capital Mgt. Co.
Capital Trust Brokers Limited Kapital Care Trust & Sec. Ltd Ltd.
Cardinal Stone Securities Ltd Kedari Securities Limited Security Swaps Limited
Cashcraft Securities Limited Kinley Securities Limited SFC Securities Limited
Cashville Inv& Sec. Limited Kofana Securities & Inv. Limited Shalom Invest. & Sec.
CDL Capital Markets Limited Kundila Finance Services Ltd Transactions Ltd
Centre-Point Inv. Limited Lambeth Trust & Inv. Co. Ltd Shelong Investment Limited
Century Securities Limited Lead Securities and Inv. Limited Sigma Securities Limited
Chapel Hill Denham Sec. Ltd Lighthouse Asset Mgt Limited Signet Investments & Sec. Ltd
Chartwell Securities Limited Long Term Global Capital Ltd Skyview Capital Limited
Citi Investment Capital Limited Magnartis Fin & Inv Limited SMADAC Securities Limited
City-Code Trust & Inv Limited Mainland Trust Limited Solid-Rock Sec & Invest. Plc
Clearview Inv Co. Limited Mainstreet Bank Securities Ltd Spring Trust & Securities Ltd
Compass Inv and Sec Limited Marriot Sec. & Invest. Co. Ltd Springboard Trust & Inv Limited
Cordros Capital Limited Maven Asset Mgt Limited Stanbic IBTC Stockbrokers Ltd
Core Trust & Investment Ltd Maxifund Invest & Sec. Limited Standard Alliance Capital Asset
Coronation Securities Limited Mgt Ltd

60
 ACCEPTANCE / RENUNCIATION FORM

ACCEPTANCE/RENUNCIATION FORM
Acceptance List Opens Acceptance List Closes
4 November, 2024 12 December, 2024

RIGHTS ISSUE OF
5,982,548,799 ORDINARY SHARES OF 50 KOBO EACH
AT N25.00 PER SHARE PAYABLE IN FULL ON ACCEPTANCE

ISSUING HOUSES

RC 1517636 RC 606031 RC 207138 RC 224109 RC 264978

RC 617327

RC 1406592 RC 936547 RC 1297664

RC 446561 RC 1191465 RC 189502

RC 733583 RC 444999
RC 685973 RC 1031358

INSTRUCTION FOR COMPLETING THE ACCEPTANCE / RENUNCIATION FORM

1. Acceptance and/or renunciation must be made on this Acceptance/Renunciation Form. Photocopies or scanned copies of the Form will be
rejected.
2. Allottees should complete only ONE of the boxes marked A and B on the reverse of this form. Shareholders accepting the provisional allotment
in full should complete box A and submit their Acceptance/Renunciation Forms to any of the Receiving Agents listed on Page 60 of the Rights
Circular together with a cheque or bank draft made payable to the Receiving Agent for the full amount payable on acceptance. The cheque or
draft must be crossed “FBNH RIGHTS”, with the name, address and mobile number of the shareholder written on the back.
Any payment made electronically or with a value exceeding N
= 10 million should be made via SWIFT, RTGS or NEFT into the designated
Offer Proceeds Account stated below:
Bank: Guaranty Trust Bank Limited Fidelity Bank Plc
Account Name: FBN Holdings Plc Rights Issue Proceeds Account FBN Holdings Plc Rights Issue Proceeds Account
Account Number: 3000041375 5110043854
Narration: “[Full Name of Shareholder]’s payment for FBNH Rights” “[Full Name of Shareholder]’s payment for FBNH Rights”

3. Shareholders accepting their provisional allotment partially should complete box B and submit their Acceptance/Renunciation Forms to any
of the Receiving Agents listed on Page 60 of the Rights Circular together with the evidence of payment transfer for the partial acceptance.
4. Shareholders renouncing the provisional allotment partially or in full, who also wish to trade their rights on the floor of the Exchange 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.
5. Shareholders who wish to acquire additional shares over and above their provisional allotment may purchase renounced rights by contacting
their stockbroker, and/or apply for additional shares by completing item (ii) and (iii) of box A.
6. All cheques or bank drafts for amounts below ₦10 million will be presented for payment on receipt and all acceptances 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.
7. Joint allottees must sign on separate lines in the appropriate section of the Acceptance/Renunciation Form.
8. Acceptance/Renunciation Forms of corporate allottees must bear their incorporation numbers and corporate seals and must be completed
under the hands of duly authorized officials who should also state their designations.

FOR REGISTRARS’ USE ONLY

Number of Additional Additional Amount to be
Total amount
ordinary shares ordinary shares ordinary shares Amount paid returned/cheque/bank
payable
accepted applied for applied allotted draft number

N N N

PLEASE TURN OVER 

 ACCEPTANCE / RENUNCIATION FORM
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 FBNH Rights.

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
= 25.00 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
= 25.00 per share Number of Ordinary Shares renounced
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
in Column (3) above) on the floor of The Exchange. 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 Telephone Number

Email Address

BANK DETAILS (FOR E-DIVIDEND)

Account Name

Bank Name Branch

Incorporation Number and Seal of
Corporate Allottee
Account Number BVN

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 the Exchange. The rights will be traded actively
on the floor of The Exchange
ii) Shareholders who wish to acquire additional shares over and above their provisional allotment may purchase traded rights (see iv), and/or apply for
additional shares by completing item (ii) of box A above.
iii) Shareholders who purchase rights on the floor of the Exchange are guaranteed the number of shares purchased: they will not be subject to the
allotment process in respect of shares so purchased. Those that 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.
iv) If you wish to purchase renounced rights, please contact your stockbroker who will guide you regarding payment and the procedure for purchasing FBNH
rights.

STAMP OF RECEIVING AGENT