Notices of court order meeting (com)

MEETING OF THE HOLDERS OF THE FULLY PAID ORDINARY SHARES OF UNITY BANK PLC

Notice Is Hereby Given that by an Order of the Federal High Court sitting in Lagos (hereinafter called the Court), dated the 17th day of July 2025, made under the hand of Hon. Justice D. I. Dipeolu in the above matter, the Court has directed that a meeting of the holders of the fully paid up ordinary shares of Unity Bank Plc (hereinafter called the "Bank") be convened and held for the purpose of considering and if thought fit, approving (with or without modification) a Scheme of Merger between the Bank and ProvidusBank Limited (the Scheme). The Scheme is explained in detail in the Explanatory Statement contained on Pages 17 to 23 of the Scheme Document.

The meeting will be held at OOPL Hotel, Abeokuta, Ogun state on the 26th day of September, 2025 at 9:00am, or so soon thereafter, at which place and time all the aforesaid shareholders are requested to attend. A copy of the Scheme Document is being sent to shareholders.

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

1. "That the Scheme of merger as contained in the Scheme Document dated the 25th day of June, 2025 a printed copy of which has been presented at the Court-0rdered Meeting and, for purposes of identification, endorsed by the Chairman, be and is hereby approved; and that the Directors be and are hereby authorised to consent to any modification of the Scheme Document that the Securities and Exchange Commission ("SEC"), Central Bank of Nigeria ("CBN") and/or the Court shall deem fit to impose and approve."

2. "That the merger of all the assets, liabilities and undertakings, including real properties, and intellectual property rights of the Bank with that of ProvidusBank Limited, upon the terms and subject to the conditions set out in the Scheme Document, be and is hereby approved without any further act or deed."

3. "That all legal proceedings, claims and litigation matters pending or contemplated by or against the Bank be continued by or against ProvidusBank Limited after the Scheme is sanctioned by the Court."

4. "That in consideration of (2) above, all shareholders of the Bank shall, after the Scheme is sanctioned by the Court, be paid ₦3.18 for every share held in the Bank in accordance with the terms stipulated in the Scheme, or be allotted 18 ordinary shares of N0.50 each in Providus Bank Limited (credited as fully paid) in exchange for every 17 ordinary shares of the Bank of N0.50 each (the "Scheme Consideration")";

   Notice of Court-Ordered Meeting of Unity Bank Plc

5. "That the entire share capital of the Bank be cancelled and the Bank be dissolved without

   winding up."

6. "That the certificate of incorporation of Providus Bank Limited shall be the certificate of incorporation of the Enlarged Bank."

7. "That the Solicitors of the Bank be and are hereby directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such other incidental, consequential or supplemental orders as are necessary or required to give full effect to the Scheme."

8. "That the Directors of the Bank be and are hereby authorised to take such other actions and

steps as may be necessary or required to give full effect to the Scheme."

By the said Order, the Court has appointed the Chairman of the Board of Directors, Mr. Hafiz Mohammed Bashir, or failing him, Mr. Ebenezer A. Kolawole, the Managing Director of the Bank or failing them both, any other director appointed in their stead by the shareholders present at the meeting to act as Chairman of the said meeting and has directed the Chairman of the meeting to report the results thereof to the Court.

Voting at the meeting will be by poll. Shareholders may vote in person or they may appoint a proxy (whether a shareholder or not) to attend the meeting and vote in their stead. The statutory majority required at the meeting is a majority representing not less than three quarters in value of the ordinary shares of members present and voting in person or by proxy.

In addition to the questions that Shareholders can ask at the Meeting, the Shareholders may submit questions on the Scheme to the Bank prior to the date of the Meeting. All such questions must be submitted to the Company Secretary on or before 5pm on Tuesday, 23rdof September 2025.

A Proxy Form is being sent to each shareholder. In the case of joint shareholders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholders, and for this purpose, seniority will be determined by the order in which the names of the joint shareholders appear in the register of members of the Bank, in respect of the joint shareholding.

It is requested that duly executed and stamped Proxy Forms (together with any Power of Attorney or other authority under which the Proxy Form is signed, or a notarized copy of such Power of Attorney or other authority) be lodged at the office of the Registrar, as shown on the Proxy Form, not less than 24 hours before the time appointed for the meeting. Please note that the lodging of a Proxy Form does not prevent you from attending the meeting and voting in person should you so wish. However, in such instances, your proxy will not be entitled to attend the meeting or vote thereat.

A member entitled to attend and vote at the meeting who has not received a copy of the Scheme Document within 14 days of the date of this notice can obtain copy of same from the Registrar of Unity Bank Plc, Unity Bank Registrars Limited at 25, Ogunlana Drive, Surulere, Lagos.

Closure of Register of Members

The right to attend and vote at the Meeting or any adjournment thereof and the number of votes which may be cast thereat will be determined by reference to the contents of the register of members of the Bank on 19thSeptember,2025, after which the register of members will be closed for the purposes of determining attendance at the Meeting.