NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (AGM) of Wema Bank Plc (the Bank) will be held electronically on Wednesday, May 20, 2026 at 11꞉00am via this link꞉ https꞉//wemabank.com/AGM/ to transact the following business꞉
Ordinary Business
To lay before the meeting the Audited Financial Statements for the year ended December 31, 2025, together with the report of the Directors, Auditors, and the Statutory Audit Committee thereon.
To declare a dividend.
To elect/approve the appointment of a Director꞉
Engr. Wilson Agu - Independent Non-Executive Director
To re-elect the following Directors retiring by rotation꞉
i. Mrs. Abolanle Matel-Okoh
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Non-Executive Director
ii. Mrs. Ibiye Ekong
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Independent Non-Executive Director
iii. Mr. Adeyemi Adefarakan
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Non-Executive Director
To disclose the remuneration of Managers of the Bank.
To authorize the Directors to fix the renumeration of the Auditors.
To elect members of the Statutory Audit Committee
Special Business
To approve the remuneration of Non-Executive Directors
To consider and, if thought fit pass the following resolutions as ordinary resolutions꞉
That the Directors be and hereby authorised take all necessary steps to enable the Bank to pursue the acquisition of a commercial bank or any other business combination in alignment with its strategic growth objectives subject to the approval of the relevant regulatory authorities; and
That the Directors be and are hereby authorized to appoint, in relation to the above resolution, such professional parties and advisers, and to perform all such acts and do all such things as may be necessary to give effect to the foregoing, including without limitation complying with the requirements and directives of the relevant regulatory authorities.
Dated this 24th day of April 2026
By Order of the Board
Johnson Lebile
Company Secretary FRC/2019/NBA/00000019017
Notes-
Virtual Meeting Link
Further to the signing into Law of the Business Facilitation (Miscellaneous Provision) Act 2023, which allows companies to hold meetings electronically, this AGM would be held virtually.
The virtual meeting link for the AGM is via 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 19, 2026, till the commencement of the meeting.
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Proxy
A member is entitled to attend and vote at the Annual General Meeting and 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 forty-eight (48) hours prior to the time fixed for the Annual General Meeting.
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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 20, 2026 to Shareholders who are listed on the Bank's Register of Members as at the close of business on April 29, 2026. 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 Thursday April 30, 2026 to Wednesday May 6, 2026.
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Statutory Audit Committee
In accordance with Section 404 (6) of the Companies and Allied Matters Act 2020, any shareholder may nominate another shareholder for appointment to the Statutory Audit Committee. All nomination of members for election to the Statutory Audit Committee should reach the Company Secretary at least twenty-one (21) days before the Annual General Meeting via companysecretariat@wemabank.com.
Kindly note that the provisions of the Section 404 (5) of the Companies and Allied Matters Act 2020, Codes of Corporate Governance issued by the Securities and Exchange Commission (SEC) and Central Bank of Nigeria (CBN) Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks in Nigeria 2023 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.
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Appointment of Director
Wilson Agu was appointed as an Independent Non-Executive Director of the Bank on February 11, 2026, subject to Central Bank of Nigeria's approval. His appointment 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. Wilson Agu's profile can be found on the Bank's website.
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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 the 13th day of May 2026.
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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.
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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 Registrars as soon as possible is attached to the Annual Reports for convenience. The form can also be downloaded from the Bank's website at www.wemabank.com or from Greenwich Registrars & Data Solutions website at www.gtlregistrars.com.
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Biographical Details of Directors for Re-election/Election
Mrs. Abolanle Matel-Okoh, Mrs. Ibiye Ekong and Mr. Adeyemi Adefarakan 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 the Annual Report and on the Bank's website.
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Live Streaming of AGM
The Annual General Meeting will be streamed live online. This will enable shareholders and other stakeholders who could not join the meeting electronically to follow the proceedings. The link to the live stream will be made available by the Registrars and on the Bank's website at https://www.wemabank.com.
- Electronic copy of Annual Report
The 2025 Annual Report and Accounts of the Bank shall be made available on the Bank's website at https://www.wemabank.com.