Notice of annual general meeting (agm)

NOTICE IS HEREBY GIVEN that the 34th Annual General Meeting of Abbey Mortgage Bank Plc ("the Bank") will be held virtually via https://www.abbeymortgagebank.com/agm on Monday, 25th May 2026 at 11 am to transact the following businesses.

1. To lay before the meeting the Audited Financial Statements for the year ended 31st December, 2025, together with the Reports of the Directors, Auditors, and Audit Committee thereon.

2. To declare a dividend

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

   1. Ms. Chika Ochonogor

   2. Ms. Jewel Okwechime

4. To authorize the Directors to fix the remuneration of the Auditors.

5. To disclose the remuneration of Managers of the Bank in line with the provisions of Section 238 of the Companies & Allied Matters Act, 2020.

6. To elect members of the Statutory Audit Committee in accordance with Section 404 [3] of the Companies and Allied Matters Act, 2020.

   SPECIAL BUSINESS

7. To consider and, if thought fit, pass the following resolution as Ordinary Resolutions:

   a. That the remuneration of the Non-Executive Directors until further notice, be and is hereby fixed at ₦20m for Non-Executive Directors and ₦30m for the Chairman only for the year ending December 31, 2026. Such payments to be effective from 1st June, 2026.

8. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

   1. That subject to receipt of any required regulatory approvals and pursuant to Article 95 of the Bank's Articles of Association, the Directors be and are hereby authorized to establish a Debt Issuance Programme (the "Programme") in an amount of up to ₦100,000,000,000 (One Hundred Billion Naira) or such foreign currency equivalent thereof as the Directors may consider appropriate, for the purpose of issuing debt securities (to include senior unsecured or secured, subordinated, convertible, preferred, equity linked or such other forms of debt obligations) in tranches of such amounts and at such dates, coupon or interest rates and upon such terms and conditions as may be determined by the Directors, subject to the grant of all required approvals from the relevant regulatory authorities.

   2. That the Directors be and are hereby authorized to enter into and execute all such agreements, deeds, notices and documents as may be necessary for or incidental to the Bank's ₦100,000,000,000 (One hundred billion naira) Programme and the Directors are also authorized to appoint all such professional parties necessary for or incidental to, the actualization of the Programme, including, without limitation, complying with the directives of any regulatory authority.

9. To consider and, if thought fit, pass the following as Special Resolutions:

   1. The Directors be and are hereby authorized to raise additional equity capital of up to ₦64,547,232,853.95 (Sixty Four Billion, Five Hundred and Forty-Seven Million, Two Hundred and Thirty-Two Thousand, Eight Hundred and Fifty Three Naira, Ninety-Five Kobo) by way of private placement of 26,562,647,265 (Twenty-Six Billion, Five Hundred and Sixty-Two Million, Six Hundred and Forty-Seven Thousand, Two Hundred and Sixty-Five) ordinary shares of 50 kobo each at ₦2.43K (Two Naira Forty-Three Kobo) per share, subject to regulatory approvals.

      
      
      

   2. That following the completion of the additional equity capital raise as contemplated in Clause 9a above, the Issued Share Capital of the Bank be increased from ₦5,076,923,077 (Five Billion, Seventy-Six Million, Nine Hundred and Twenty-Three Thousand, Seventy-Seven Naira) divided into 10,153,846,154 (Ten Billion, One Hundred and Fifty-Three Million, Eight Hundred and Forty-Six Thousand, One Hundred and Fifty-Four) ordinary shares of 50 Kobo each to ₦18,358,246,709.50 (Eighteen Billion, Three Hundred and Fifty-Eight Million, Two Hundred and Forty-Six Thousand, Seven Hundred and Nine Naira, Fifty Kobo) by the creation of up to 26,562,647,265 (Twenty-Six Billion, Five Hundred and Sixty-Two Million, Six Hundred and Forty-Seven Thousand, Two Hundred and Sixty-Five) Ordinary shares of 50 Kobo each; such new shares to

      rank pari passu in all respects with the existing ordinary shares in the capital of the Bank.

   3. That as a consequence thereof, Clause 6 of the Memorandum of Association of the Bank shall be amended upon completion of the equity capital raise to reflect any new issued share capital as may be determined by the Directors in their absolute discretion.

   4. That Directors be and are hereby authorized to enter into any agreement and/or execute any document necessary, appoint such professional parties and advisers and to perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including, without limitation, complying with the directives of any regulatory authority.

10. To consider and, if thought fit, pass the following resolutions as Special Resolutions:

1. That Directors be and are hereby authorized to raise additional capital of up to ₦100,000,000,000 (One Hundred Billion Naira) through an offer by way of issuance of shares (whether by rights issue and/or public offer), global depository receipts, commercial papers, loans, convertibles or non-convertibles, medium term notes, bonds, and/ or any other instruments either as a stand-alone or by way of programmes, in such tranches, series or proportions, at such coupon or interest rates, within such maturity periods, and on such terms and conditions; including through book building process or such other processes all of which shall be as determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities;

2. The Directors be and are hereby authorized to enter into any agreements and or execute any other documents necessary for and/ or incidental to effecting the resolutions above; and

3. The Directors be and are hereby authorized to appoint such professional parties, enter into any agreement, execute any document necessary and perform all such other acts and do all such other things as may be necessary for and/ or incidental to effecting the resolutions above, and without limitation, complying with directives of any regulatory authority.

BY ORDER OF THE BOARD

Geoff O. Amaghereonu Esq. Company Secretary

FRC/2013/PRO/NBA/002/00000002815

1. ATTENDANCE AND VOTING BY PROXY

   A member of the Bank entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy form is attached to this notice, and if it is to be valid for the purpose of this meeting, it must be completed, stamped and deposited at the office of the Bank's Registrars - Africa Prudential Plc, 220B, Ikorodu Road, Palmgrove, Lagos or via email: cxc@africaprudential.com not later than 48 hours before the meeting. Shareholders may nominate a Director as a proxy.

2. MEETING LINK AND ONLINE STREAMING OF AGM

   Further to Section 240 [2] of the Companies and Allied Matters Act 2020 and Section 11 of the Business Facilitation [Miscellaneous Provision] Act, 2023, this AGM would be held virtually. The Meeting would be live-streamed at https://www.abbeymortgagebank.com/agm and will also be available at the Bank's website https://www.abbeymortgagebank.com and other social media platforms for the benefit of shareholders.

3. CLOSURE OF REGISTER

   In compliance with Section 114 of the Companies and Allied Matters Act (CAMA) 2020, the Register of Members and Transfer Books of the Bank will be closed from Wednesday, 13th May 2026, to Friday, 15th May 2026, both dates inclusive, for the purpose of updating the Register.

4. DIVIDEND

   The Directors have recommended a dividend of 12 kobo for each 50 kobo share, which will be subject to the appropriate withholding tax. If the dividend is approved by the Members at the Annual General Meeting, payment of the same will be made on Monday, the 25th day of May 2026, to shareholders whose names appear in the Bank's Register of Members as of the close of business on Tuesday, the 12th day of May 2026.

5. E-DIVIDEND REGISTRATION

   Pursuant to the directive of the Securities and Exchange Commission, Shareholders are kindly requested to update their records and advise Africa Prudential Plc of their updated records and account details for the payment of dividends. A detachable E-Mandate form is attached to the Annual Report for the convenience of shareholders.

6. UNCLAIMED DIVIDEND PAYMENTS

   All Shareholders are encouraged to complete an E-Dividend Mandate Form to ensure that all outstanding dividends are paid electronically. A number of unclaimed dividends are still in the custody of the Registrars. Any Shareholder affected is advised to contact the Bank's Registrars. Africa Prudential Plc, 220 B Ikorodu Road, Palmgroove Lagos, or via email at cxc@africaprudential.com to lay claim.

7. NOMINATION TO THE AUDIT COMMITTEE

   In accordance with Section 404(6) of the Companies and Allied Matters Act (CAMA) 2020, any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary of the Bank at least 21 days before the Annual General Meeting. In view of the statutory requirements that some members of the Committee should have basic financial literacy and be knowledgeable in internal control processes, Nominations to the Statutory Audit Committee should be supported by the curricula vitae of the nominees.

8. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

Shareholders have a right to ask questions not only at Meetings, but also in writing prior to the Meeting, and such questions must be submitted to the Bank at least 48 hours before the meeting

Explanatory Notes are provided below for the resolutions set out in the Notice of Annual General Meeting. At the meeting, you will be requested to vote in favour of the proposed resolutions. Please note that if you abstain from voting, you will not be counted in the calculation of the proportion of votes for or against a resolution.

1. ORDINARY BUSINESS

   Resolution 8: Debt Programme

   "That subject to receipt of any required regulatory approvals and pursuant to Article 95 of the Bank's Articles of Association, the Directors be and are hereby authorized to establish a Debt Issuance Programme (the "Programme") in an amount of up to ₦100,000,000,000 (One Hundred Billion Naira) or such foreign currency equivalent thereof as the Directors may consider appropriate, for the purpose of issuing debt securities (to include senior unsecured or secured, subordinated, convertible, preferred, equity linked or such other forms of debt obligations) in tranches of such amounts and at such dates, coupon or interest rates and upon such terms and conditions as may be determined by the Directors, subject to the grant of all required approvals from the relevant regulatory authorities."

   Explanatory Note

   Pursuant to Section 191 of the Companies and Allied Matters Act, 2020, as amended ('CAMA 2020') the Directors are empowered to establish a Debt Issuance Programme for the Bank, which will enable the Bank to issue various classes of debt instruments-including but not limited to senior unsecured or secured notes, subordinated instruments, convertible or preferred securities, equity-linked notes, or other forms of debt obligations-in series or tranches, as may be deemed appropriate by the Directors. Establishing the Programme will provide the Bank with the strategic flexibility to access capital in a timely and cost-efficient manner to support its operational and strategic objectives, meet regulatory capital requirements, and align the Bank with market practices adopted by institutions that routinely access the debt capital markets.

   The Programme will be implemented subject to receipt of all required regulatory approvals, including those of the Securities and Exchange Commission, the Nigerian Exchange Limited (where applicable), Central Bank of Nigeria (CBN) and other relevant regulatory bodies. The Directors will determine the specific terms and conditions applicable to each issuance under the Programme-including the amount, tenor, coupon or interest rate, pricing, security (where applicable), and timing - taking into account market realities and the Bank's capital requirements at the relevant time.

   We urge you to vote in support of the motion to approve the Debt Programme.

2. SPECIAL BUSINESS

   Resolution 9 & 10: Capital Raise

   1. The Directors be and are hereby authorized to raise additional equity capital of up to N64,547,232,853.95 (Sixty Four Billion, Five Hundred and Forty-Seven Million, Two Hundred and Thirty-Two Thousand, Eight Hundred and Fifty Three Naira, Ninety-Five Kobo) by way of private placement of 26,562,647,265 ordinary shares of 50 kobo each at N2.43 per share, subject to regulatory approvals.

   2. That Directors be and are hereby authorized to raise additional capital of up to ₦100,000,000,000 (One Hundred Billion Naira) through an offer by way of issuance of shares (whether by rights issue and/or public offer), global depository receipts, commercial papers, loans, convertibles or non-convertibles, medium term notes, bonds, and/ or any other instruments either as a stand-alone or by way of programmes, in such tranches, series or proportions, at such coupon or interest rates, within such maturity periods, and on such terms and conditions; including through book building process or such other processes all of which shall be as determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities.

Explanatory Note

Pursuant to Section 127 of the Companies and Allied Matters Act, 2020, as amended ('CAMA 2020') the Directors are authorized to raise capital of N64,547,232,853.95 (Sixty-Four Billion, Five Hundred and Forty-Seven Million, Two Hundred and Thirty-Two Thousand, Eight Hundred and Fifty-Three Naira, Ninety-Five Kobo) by private placement respectively, subject to regulatory approvals.

This capital raise is a strategic initiative intended to refinance existing obligations and expand the Bank's current portfolio, thereby strengthening its financial resilience and positioning it for long-term growth within the evolving financial services landscape. Furthermore, the capital raise forms a key component of the Bank's broader corporate restructuring plan, aimed at enhancing capital adequacy, improving operational efficiency, and aligning the Bank's structure with applicable regulatory requirements. This will support the Bank's ability to meet minimum capital thresholds while ensuring continued compliance with industry regulations and sustaining business continuity.

We urge you to vote in support of the motion to raise capital for the Bank.

Resolution 9c &11c: Amendment of Memorandum of Association

"That as a consequence thereof, Clause 6 of the Memorandum of Association of the Bank shall be amended upon completion of each

equity capital raise to reflect any new issued share capital as may be determined by the Directors in their absolute discretion."

Explanatory Note

The proposed amendments to the Memorandum and Articles of Association of the Bank are intended to better reflect the provisions of the Companies and Allied Matters Act No 3 of 2020 (as amended), the Business Facilitation (Miscellaneous Provisions) Act, 2022, the Rules and Regulations of the Securities and Exchange Commission, the Securities and Exchange Commission Corporate Governance Guidelines and the Nigerian Exchange Limited requirements for Memorandum and Articles of Association for listed companies and to also accommodate amendments that may be made to these laws, rules and regulations. Furthermore, the proposed amendments will introduce more flexibility in the management of the affairs of the Bank while maintaining transparency and good corporate governance practices; clarity and ease of decision-making; business continuity and avoidance of disruptions that may negatively impact on the smooth running of the Bank's operations.

Further details of the proposed amendments to the MEMART of the Bank are on the Bank's website https://www.abbeymortgagebank.com

We urge you to vote in support of the motion to amend the Memorandum and Articles of Association of the Bank.

Please use the admission link provided to the shareholder to attend the 34th Annual General Meeting of the Bank to be held on Monday, 25th May 2026, virtually via https://www.abbeymortgagebank.com/agm at 11am prompt.

Name of Proxy Attending Number of shares held

Name of Shareholder Signature

Company Secretary

At the 34th ANNUAL GENERAL MEETING of Abbey Mortgage Bank Plc, which will be held virtually via: https://www.abbeymortgagebank.com/agm on Monday, the 25th day of May 2026 at 11:00 a.m.

I/We (Name of Shareholder in Block Letters) of , a member of Abbey Mortgage Bank Plc, hereby appoint the following individual as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting and any adjournment thereof.

Dated the day of 2026.

SHAREHOLDER'S SIGNATURE

This Proxy Form should NOT be completed and sent to the Registrars, if the member will be attending the meeting.

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

I/We desire this proxy form to be used in favour of/or against the resolution as indicated below:

Please use the admission link provided to the shareholders to attend the Thirty-Fourth Annual General Meeting of the Bank to be held on Monday, 25th May 2026 via https://www.abbeymortgagebank.com/agm at 11:00 a.m. prompt.