GUARANTY TRUST HOLDING COMPANY PLC

PRIVATE PLACEMENT TO RAISE ₦10 BILLION

Lagos, London - December 30, 2025: Guaranty Trust Holding Company Plc ("GTCO" or the "Company") has obtained the approvals of both the Central Bank of Nigeria ("CBN") and the Securities and Exchange Commission to undertake a private placement of its ordinary shares, subject to the fulfilment of the applicable conditions precedent and regulatory requirements.

The Company had earlier announced on August 29, 2025, that its banking subsidiary (Guaranty Trust Bank Limited) had satisfied and surpassed the new CBN minimum capital requirement for commercial banks with international authorisation, having already increased its capital to ₦504,037,107,058.45. This private placement in the sum of ₦10 Billion is therefore only being raised pursuant to Section 7.1 of the Guidelines for Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria regarding the computation of the capital of FHCs.

The proposed private placement is being undertaken pursuant to a shareholders' resolution passed at the Annual General Meeting of the Company held on 9 May 2024 which authorised the Board to establish a capital raising programme of up to US$750,000,000.00 (Seven Hundred and Fifty Million United States Dollars) or its equivalent through the issuance of ordinary shares, preference shares, convertible and/or non-convertible bonds or any other instruments, whether by way of a public offering, private placement, rights issue, book building process or any other method or combination of methods in such tranches, and at such dates and upon terms and conditions as may be determined by the Board.

As a result of this, the Board has authorised the Company to embark on a private placement to raise N10,000,000,000.00 (Ten Billion Naira only), by the allotment of 125,000,000 (one hundred and twenty-five million) ordinary shares of ₦0.50 (Fifty Kobo) each (the "Private Placement").

The Company has entered into an arrangement, in connection with a best efforts private placement for gross proceeds of up to ₦10 Billion from the sale of up to 125,000,000 of the ordinary shares of the Company at ₦80 per share.

The Offering is scheduled to close on December 31, 2025 (the "Closing Date") and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals.

The Placing

The professional parties have agreed to use their respective reasonable endeavours to procure a placee for the private placement shares. The Private Placement is not being underwritten.

Thank you.

For: GUARANTY TRUST HOLDING COMPANY PLC

ERHI OBEBEDUO

Group General Counsel/

Company Secretary

Enquiries:

GTCO

Oyinade Adegite,

Group Corporate Communication

[email protected]

+234-1-2715227