UNITED BANK FOR AFRICA : UNITED BANK FOR AFRICA PLC 2024 AGM RESOLUTIONS

RESOLUTIONS OF MEMBERS OF UNITED BANK FOR AFRICA PLC AT THE 62ND ANNUAL GENERAL MEETING HELD ON FRIDAY, MAY 24, 2024

Lagos, Nigeria, May 27, 2024

At the 62nd Annual General Meeting of United Bank for Africa Plc, Africa's Global Bank, held on May 24, 2024, at the Transcorp Hilton Hotel, Abuja the Shareholders passed the following resolutions:

ORDINARY RESOLUTIONS

1. That the Directors' Report and the Balance Sheet as at December 31,
   2023, together with the Profit & Loss Account for the year ended on that day submitted to the meeting be received and adopted.
2. That a Final Dividend of NGN78.66 Billion gross in respect of the year ended December 31, 2023, be paid to all Shareholders whose names appeared in the Register of Members at the close of business on Friday, May 10, 2024, be and is hereby declared.
3. That Mrs. Caroline Anyanwu, a Non-Executive Director retiring by rotation and offering herself for reelection, be and is hereby reelected as a Non-Executive Director.
4. That Ms. Aisha Hassan-Baba, an Independent Non-Executive Director retiring by rotation and offering herself for reelection, be and is hereby reelected as an Independent Non-Executive Director.
5. That Erelu Angela Adebayo, a Non-Executive Director retiring by rotation and offering herself for reelection, be and is hereby reelected as a Non-Executive Director.

United Bank for Africa Plc. RC No. 2457. UBA House, 57 Marina, Lagos

Tony O. Elumelu CFR (Chairman). Oliver Alawuba (GMD/CEO)

Executive Directors: Muyiwa Akinyemi (DMD), Ugochukwu Nwaghodoh, Alex Alozie, Sola Yomi-Ajayi, Abiola Bawuah. Non-Executive Directors: Owanari Duke, Angela Aneke, Erelu Angela Adebayo, Abdulqadir Jeli Bello,

Isaac Olukayode Fasola, Aisha Hassan Baba, OON, Caroline Anyanwu.

www.ubagroup.com

1. That the Directors be and are hereby authorised to fix the remuneration and expenses of the Auditors for the year ending December 31, 2024.
2. That an Audit Committee be and is hereby constituted for the 2024 Financial Year with the following members:
3. 1. Dr. Feyi Ogoji - Shareholder
   2. Mr. Matthew Esonanjor - Shareholder
   3. Mr. Alex Adio - Shareholder
   4. Ms. Angela Aneke - Independent Non-Executive Director
   5. Dr. Kayode Fasola - Non-Executive Director
4. That the remuneration of the Directors of the Bank for the year ending December 31, 2024 be and is hereby fixed at N50 million for each Director and N75 million for the Board Chairman.
5. That the Issued Share Capital of the Company be and is hereby increased from N17,099,710,683 (seventeen billion, ninety-nine million, seven hundred and ten thousand, six hundred and eighty-three Naira only) divided into 34,199,421,366 (thirty-four billion and one hundred and ninety-nine million, four hundred and twenty-one thousand, three hundred and sixty-six) ordinary shares of N0.50 Kobo each to N22,500,000,000 (twenty-two billion five hundred million Naira) by the creation of 10,800,578,634 (ten billion eight hundred million five hundred and seventy-eight thousand six hundred and thirty-four) new ordinary shares of N0.50 Kobo each ranking pari-passu with the existing ordinary shares of the Company and that the Board be authorized to take the necessary steps, if deemed appropriate, to cancel any unallotted shares of the Company or to further increase the share capital of the Company to an amount sufficient to accommodate any transaction undertaken by the Company to raise additional equity capital.

United Bank for Africa Plc. RC No. 2457. UBA House, 57 Marina, Lagos

Tony O. Elumelu CFR (Chairman). Oliver Alawuba (GMD/CEO)

Executive Directors: Muyiwa Akinyemi (DMD), Ugochukwu Nwaghodoh, Alex Alozie, Sola Yomi-Ajayi, Abiola Bawuah. Non-Executive Directors: Owanari Duke, Angela Aneke, Erelu Angela Adebayo, Abdulqadir Jeli Bello,

Isaac Olukayode Fasola, Aisha Hassan Baba, OON, Caroline Anyanwu.

www.ubagroup.com

1. That the Board of Directors of the Company be and is hereby authorized to raise additional capital through the issuance of securities comprising ordinary shares, preference shares, convertible and/or non- convertible notes, bonds, or any other instruments, in the Nigerian and/or International Capital Markets, either as a standalone issue(s) or by the establishment of capital raising programmes, whether by way of Public Offerings, Private Placements, Rights Issues and/or other transaction modes, at prices, coupon or interest rates determined through book building or any other acceptable valuation method or combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions as may be determined by the Board of Directors of the Company subject to obtaining the requisite approvals of the relevant regulatory authorities.
2. That the capital raise approved in the preceding resolution may be underwritten on such terms as may be determined by the Board of Directors of the Company subject to the approval of the relevant regulatory authorities.
3. That any shares not taken by existing shareholders within the period stipulated under the Rights Issues may be offered for sale to other interested shareholders of the Company on such terms and conditions as may be determined by the Directors subject to the approvals of the relevant regulatory authorities
4. That pursuant to the earlier resolutions, that Clause 6 of the Memorandum and Article 10 of the Articles of Association of the
   Company be and is hereby amended to read as follows: "The Share
   Capital of the Company is N22,500,000,000.00 (twenty-two billion five hundred million Naira) divided into 45,000,000,000 (forty-five billion) ordinary shares of 50 kobo each."

United Bank for Africa Plc. RC No. 2457. UBA House, 57 Marina, Lagos

Tony O. Elumelu CFR (Chairman). Oliver Alawuba (GMD/CEO)

Executive Directors: Muyiwa Akinyemi (DMD), Ugochukwu Nwaghodoh, Alex Alozie, Sola Yomi-Ajayi, Abiola Bawuah. Non-Executive Directors: Owanari Duke, Angela Aneke, Erelu Angela Adebayo, Abdulqadir Jeli Bello,

Isaac Olukayode Fasola, Aisha Hassan Baba, OON, Caroline Anyanwu.

www.ubagroup.com

1. That the Directors be and are hereby authorized to appoint such professional parties and advisers and 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 relevant regulatory authority.
2. That in compliance with the Rule of the Nigerian Exchange Limited governing transactions with Related Parties or Interested Persons, the
   Company, and its related entities ("The Group") be and are hereby granted a General Mandate in respect of all recurrent transactions entered with a related party or interested person provided such transactions are of a revenue or trading nature or are necessary for the Company's day-to-day operations. This Mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the Company is held.

BY THE ORDER OF THE BOARD

BILI A. ODUM

GROUP COMPANY SECRETARY/ LEGAL COUNSEL

United Bank for Africa Plc. RC No. 2457. UBA House, 57 Marina, Lagos

Tony O. Elumelu CFR (Chairman). Oliver Alawuba (GMD/CEO)

Executive Directors: Muyiwa Akinyemi (DMD), Ugochukwu Nwaghodoh, Alex Alozie, Sola Yomi-Ajayi, Abiola Bawuah. Non-Executive Directors: Owanari Duke, Angela Aneke, Erelu Angela Adebayo, Abdulqadir Jeli Bello,

Isaac Olukayode Fasola, Aisha Hassan Baba, OON, Caroline Anyanwu.

www.ubagroup.com