WEMA BANK : NOTICE OF AGM AND PROXY FORM

Notice of 2022 AGM	WEMA BANK
Annual General Meeting	RC 575

NOTICE IS HEREBY GIVEN that the 2022 Annual General Meeting of Wema Bank Plc will be held electronically on Wednesday, 31st of May 2023 at 11:00am via this link: https://wemabank.com/AGM/ to transact the following business:

Ordinary Business

1. To lay before the meeting the Audited Financial Statements for the year ended December 31, 2022, together with the report of the Directors, Auditors and the Statutory Audit Committee thereon.
2. To declare a dividend.
3. To elect / approve the appointment of a Director:

Ÿ

Mr. Tunde Mabawonku

-

Executive Director

4. To re-elect the following Directors retiring by rotation:

a.	Mr. Abubakar Lawal	-	Non-Executive Director
b.	Mr. Adeyemi Adefarakan	-	Non-Executive Director
c.	Prince Olusegun Adesegun	-	Non-Executive Director

1. To disclose the remuneration of Managers of the Company.
2. To authorize the Directors to fix the renumeration of the Auditors.
3. To elect members of the Statutory Audit Committee

Special Business By Ordinary Resolutions

8. To approve the renumeration of Directors

Dated this 27th day of April 2023.

By Order of the Board

Johnson Lebile

Company Secretary FRC/2019/NBA/00000019017 54, Marina,

Lagos.

Notes

1. Virtual Meeting Link
   Further to the signing into Law of the Business Facilitation (Miscellaneous Provision) Act, which allows companies to hold meetings electronically, this AGM would be held virtually.

The virtual meeting link for AGM is https://wemabank.com/AGM/. This will be sent to all shareholders electronically and will also be available on the Bank's website. Accreditation of shareholders for the AGM shall begin from May 25, 2023 till the commencement of the meeting.

1. Proxy

A member is entitled to attend and vote at the Annual General Meeting is therefore entitled to appoint a proxy to attend and vote in his/her stead.

A blank proxy form is attached to the Annual Report and available on the Bank's website at www.wemabank.com and the Registrars website at www.gtlregistrars.com. For the appointment to be valid, a completed and duly stamped Proxy form must be completed and deposited at the office of the Registrar, Greenwich Registrars & Data Solutions, 274 Murtala Mohammed Way Yaba, Lagos State, not less than 48hours prior to the time fixed for the Annual General Meeting.

1. Dividend Payment and Closure of Register
   If the dividend recommended by Directors is approved by members at the Annual General Meeting, the dividend will be payable less withholding tax on May 31, 2023 to Shareholders who are listed on the Company's Register of Members at the close of business on May 9, 2023. Shareholders who have completed the e-dividend mandate forms will receive a direct credit of the dividend into their bank accounts.
   Notice is therefore given that the Register of Members and Transfer Books will be closed from Wednesday May 10, 2023 to Tuesday May 16, 2023.
2. Statutory Audit Committee
   In accordance with the Section 404(6) of the Companies and Allied Matters Act 2020, any shareholder may nominate another shareholder for appointment to the Audit Committee. All nomination of members for election to the Audit Committee should reach the Company Secretary at least 21days before the Annual General Meeting via [e-mail].
   Kindly note that the provisions of the Section 404(5) of the Companies and Allied Matters Act 2020, Codes of Corporate Governance issued by Securities and Exchange Commission (SEC) and Central Bank of Nigeria (CBN) require all members of the Committee to have basic financial literacy and be knowledgeable in internal control processes. Consequently, all nominations should be accompanied by a copy of the nominee's detailed resume disclosing requisite qualifications.
3. Appointment of Directors
   Tunde Mabawonku was appointed as an Executive Director of the Company on December 13, 2022, subject to CBN approval. His appointment which was effective April 1, 2023 has been approved by the Central Bank of Nigeria and will be presented to the shareholders for the approval of his appointment at this Annual General Meeting.
4. Rights of Shareholders to ask questions
   Shareholders have a right to ask questions not only at the meeting, but also in writing prior to the meeting on any item
   contained in the Annual Reports and Accounts. Please send questions and comments to the Company Secretariat Department, Wema Bank Plc., 54 Marina Lagos not later than 11th day of May 2023.
5. Unclaimed Dividend
   A list of unclaimed dividends will be circulated with the Annual Report and Financial Statements. Members concerned are advised to contact the Registrars (Greenwich Registrars & Data Solutions Limited) at 274, Murtala Mohammed Way, Yaba Lagos State.
6. E-Dividend
   Pursuant to the directive of the Securities and Exchange Commission, notice is hereby given to all shareholders to open bank accounts, stockbroking accounts and CSCS accounts for the purpose of e-dividend. A detachable application form for e-dividend to enable shareholders furnish particulars of their accounts to the Registrar as soon as possible is attached to the Annual Reports for convenience. The form can also be downloaded from the company's website at www.wemabank.com or from Greenwich Registrars & Data Solutions website at www.gtlregistrars.com.
7. Biographical Details of Directors for Re-election/Election
   Mr. Abubakar Lawal, Mr. Adeyemi Adefarakan and Prince. Olusegun Adesegun will be retiring by rotation at this meeting in line with Section 285 of CAMA. The retiring Directors, being eligible for re-election are offering themselves for re-election as Directors at this Annual General Meeting. The profiles of the directors standing for re-election are available in this Annual Report and on the Company's website.
8. Live Streaming of AGM
   The Annual General Meeting will be streamed live online. This will enable shareholders and other stakeholder who could not join the meeting electronically to follow the proceedings. The link to the live stream will be made available by the Registrar and on the Company's website at www.wemabank.com.
9. Electronic copy of Annual Report
   The 2022 Annual Report and Accounts of the Company shall be made available on the Company's website at www.wemabank.com.

www.wemabank.com

RC 575

Proxy Form

Annual General Meeting to be held electronically via this link: https://wemabank.com/AGM/ on Wednesday, 31st of May, 2023 at 11:00am

I/We*

being member/members of Wema Bank Plc hereby appoint**

or failing him the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held on Wednesday, 31 May, 2023 and at any adjournment thereof.

SHAREHOLDER'S SIGNATURE & DATE

SHAREHOLDER'S NAME

Please indicate with an "X" in the appropriate box how you wish your votes to be cast on the resolutions set above. Unless otherwise instructed, the proxy will vote or abstain from voting at his discretion.

ORDINARY RESOLUTIONS

FOR

AGAINST

1. To lay before the meeting the Audited Financial Statements for the year ended December 31, 2022, together with the reports of the Directors, Auditors and the Statutory Audit Committee thereon.
2. To declare a dividend.
3. To elect / approve the appointment of a Director

Mr. Tunde Mabawonku

4. To re-elect the following Directors retiring by rotation:

Mr. Abubakar Lawal

Mr. Adeyemi Adefarakan

Prince. Olusegun Adesegun

1. To disclose the remuneration of Managers of the Company.
2. To authorize the Directors to fix the remuneration of the Auditors.
3. To elect members of the Statutory Audit Committee.

SPECIAL BUSINESS BY ORDINARY RESOLUTIONS

FOR

AGAINST

8. To approve the remuneration of Directors.

ADMISSION CARD

ANNUAL GENERAL MEETING to be held electronically via this link: https://wemabank.com/AGM/ on Wednesday, 31st of May, 2023 at 11:00am

Shareholder's Name (Surname & Other Names)

Shareholder's Account No.

No. of Shares

IMPORTANT

SIGNATURE OF PERSON ATTENDING

DATE SIGNED.
D	D / M M / Y Y Y	Y

1. Before posting the proxy form, please tear off this part and retain it. A person attending the Annual General Meeting of the Company of his proxy should produce this card to secure admission to the meeting.
2. Write your name in Block Letters on the proxy form where marked (*) and the name of your proxy where marked (**) and ensure the proxy form is dated and signed.
3. Write your name in Block Letters on the proxy form where marked (*), and the name of your proxy where marked (**) and ensure the proxy form is dated and signed.
4. It is a requirement of the Stamp Duties Act, Cap 411, Laws of the Federation of Nigeria, 1990 that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of the shareholders must bear a stamp duty.
5. The proxy form when completed must be deposited at the office of the Registrars, Greenwich Registrars & Data Solutions Limited, 274, Murtala Muhammed Way, Yaba, Lagos not less than 48 hours before the time fixed for the meeting.
6. If proxy form is executed by a company, it should be sealed under its common seal or under the hand and seal of its Attorney.