Capital Reorganisation

Guaranty Trust Bank plc

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Lagos, Nigeria - November 4, 2020

CORPORATE REORGANISATION TO FINANCIAL HOLDING COMPANY; GUARANTY TRUST BANK PLC OBTAINS IN-PRINCIPLE APPROVAL FROM CENTRAL BANK OF NIGERIA AND NO-OBJECTION FROM THE SECURITIES & EXCHANGE COMMISSION, NIGERIA

Guaranty Trust Bank Plc (GTBank or the Bank) is pleased to announce that it has obtained the approval-in-principle of the Central Bank of Nigeria (the CBN) to commence the formal process of the reorganisation of the Bank to a financial holding company (the Restructuring), which will be implemented by means of a scheme of arrangement between the Bank and its shareholders pursuant to the Companies and Allied Matters Act (the Scheme).

The Bank has also obtained the "No-objection" of the Securities & Exchange Commission (the SEC) in connection with the proposed Scheme.

Overview of the Restructuring

Under the Restructuring, it is proposed that the issued shares in the Bank be exchanged on a one-for-one basis for the shares in a financial holding company. The Bank's existing Global Depositary Receipts (GDRs) are also proposed to be exchanged on a one-for-one basis for new GDRs to be issued by the financial holding company.

The Board of Directors of GTBank made the decision to embark on the Restructuring following a comprehensive strategic evaluation of the operating and competitive environment of the Nigerian banking sector in the near term. The Board expects that the financial holding Company will have greater strategic flexibility to adapt to future business opportunities as well as market and regulatory changes than is currently the case.

Subject to the approval of the Scheme by the Bank's shareholders, the relevant regulatory authorities and the Federal High Court of Nigeria, the holding company will have an organisational structure similar to that used by a significant number of major financial institutions globally.

The financial holding company will be regulated by the CBN as an Other Financial Institution and listed on the Official List of The Nigerian Stock Exchange (The NSE) and the London Stock Exchange (the LSE). Concurrently, the Bank will be delisted from the Official List of The NSE and the LSE, and re-registered as a private limited liability company under the relevant provisions of Nigeria's corporate legislation.

GTBank will continue to be subject to the full suite of CBN banking regulations.

About GTBank:

The Group (comprising the Bank and its banking subsidiaries) is a leading African banking group. The Group's principal business is conducted in Nigeria, directly through the Bank where it offers a wide range of commercial banking services to corporate and retail customers. The Bank also provides commercial banking services to individuals and institutions through its banking subsidiaries in Gambia, Sierra Leone, Ghana, Liberia, Cote D'Ivoire, Tanzania, Kenya, Uganda, Rwanda and the United Kingdom.

Thank you.

For: GUARANTY TRUST BANK PLC

ERHI OBEBEDUO

Company Secretary

Enquiries: GTBank

Oyinade Adegite

Head, Corporate Communication

cea@gtbank.com

 +234-1-2715227

Golden Nwaiwu,

Head, Investor Relations

ir@gtbank.com

Forward-Looking Statements

This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts and involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the Nigerian banking sector to differ materially from the impression created by these forward-looking statements. The Bank does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.