Resolutions passed at the court ordered meeting

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LAGOS - NIGERIA,

September eg, ao•s

UNITY BANK PLC - RESOLUTIONS PAS 'tED AT THE COURT-ORDERED

At the Court-Ordered General Meeting of the shareholders of UNITY BANK PLC (the "Bank") duly convened and held at OOPL Hotel, Abeokuta, Ogun state on the 26 day of September zo2s. the shareholders of the Bank considered the following resolutions and RESOLVED as follows:

1. That the Scheme of Merger (the "Scheme") as contained in the Scheme Document dated the 28th day of August, zo25 a printed copy of which was presented at the Court-Ordered 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 Providus Bank 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 alllegal proceedings, claims andlitigation matters pending or contemplated by or against the Bank be continued by or against Providus Bank Limited after the Scheme is sanctioned by the Court."

d "That in consideration of (b) above, all shareholders of the Bank shall, after the Scheme is sanctioned by the Court, be

1. paid 83.18 for every share held in the Bank in accordance with the terms stipulated in the Scheme Document, or

2. allotted 18 ordinary shares ofNo.5o each in Providus Bank Limited (credited as fully paid) in exchange for every 17 ordinary shares of the Bank of No.so each (the "Scheme Consideration")

1. "That the entire share capital of the Bank be cancelled and the Bank be dissolved without winding up."

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

3. "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."

   Unity Bank plc

   RC. 94 524

   Unity Bank Corporate Head Office, Plot 42, Ahmed Onibudo Street Victoria Island, Lagos.

   
   
   

   T: *234 (0)70 80666030 *234 (0)70 57323225-30

   Hafiz Mohammed Bashir (Acting Chairman), Sam N. Okagbue (Independent Director), Yabawa Lawan Wabi (Director), Prof. lyabo Obasanjo (Director), Halima Babangida (Director), Ebenezer A. Kolawole, (Acting Managing Director/CEO), Usman Abdulqadir (Executive Director)

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4. "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."

FOR: UNITY BANK PLC

WIL

ALABA AMS

COMPANY SECRETSF

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