GT Bank to acquire a 70% stake in Fina Bank

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Guaranty Trust Bank plc

Guaranty Trust Bank to acquire a 70% stake in Fina bank

On July 18, 2013, Guaranty Trust Bank plc ("GTBank") and the shareholders of Fina Bank Limited Kenya ("Fina Bank") have reached an in-principle agreement for the acquisition by GTBank of a 70% shareholding in Fina Bank. The agreement is subject to customary regulatory approvals in Kenya, Nigeria, Rwanda and Uganda.

Headquartered in Kenya, Fina Bank operates in Kenya as well as in Rwanda through its 92%-owned subsidiary Fina Bank Rwanda Ltd and in Uganda through its fully owned subsidiary Fina Bank (Uganda) Ltd. Based on its unaudited consolidated financials as of 31 March 2013, Fina Bank had total assets of US$338 million, gross customer loans of US$184 million and customer deposits of US$285 million. The Group currently operates through 38 branches and employs 550 people across the three countries.

GTBank will acquire the 70% shareholding in Fina Bank through a combination of (a) a capital injection in Fina Bank, and (b) an acquisition of shares from the current shareholders. The total consideration to be paid by GTBank is estimated at around US$100 million and is subject to closing adjustments and exchange rate movements.

Furthermore, GTBank and the remaining shareholders of Fina Bank will enter into a shareholders' agreement to ensure a smooth transition of the governance and operations of the bank, with the possibility of acquiring further shares in due course. The remaining shareholders of Fina Bank include its founder and current Chairman, Mr. Dhanu Chandaria.

The parties will enter into this agreement in the spirit of a close partnership, as they share common objectives, and see significant benefits and synergies for both institutions and their respective stakeholders resulting from the transaction:

·; Customers and employees of Fina Bank and its subsidiaries will benefit from the extensive and successful expertise of GTBank, especially in business and corporate banking, enhancing the range of products and services on offer as well as the skills and know-how of the employees;

·; GTBank will enter East Africa through a multi-country and scalable platform, thus expanding its international presence in Sub-Saharan Africa. This transaction is being pursued consistently with GTBank's disciplined and profitable track-record in its external growth strategy, with the ultimate objective of creating value for its shareholders via synergies and sharing of best-in class expertise.

Commenting on today's announcement, both parties expressed excitement at the prospects of the transaction and were looking forward to its completion.

July 18, 2013

Background on GTBank

GTBank is a foremost Nigerian financial institution with vast business outlays spanning Anglophone West Africa, Cote d'Ivoire and the United Kingdom. At the end of 2012, GTBank had total assets of US$11.1 billion, shareholders' funds of over US$1.8 billion and profit after tax of US$558.9 million, resulting in an ROE of 33.9% for 2012. The Group employs over 10,000 people in Nigeria, Cote d'Ivoire, Gambia, Ghana, Liberia, Sierra Leone and the United Kingdom.

GTBank has a corporate banking bias and strong service culture that has enabled it record consistent year on year growth in clientele base and key financial indices since its inception in 1990. Over the years, it has been a recipient of several awards for, inter alia, superior financial performance, superior customer service delivery, excellent share performance and management efficiency.

The shares and GDRs of GTBank are listed on the Nigerian Stock Exchange and on the London Stock Exchange, respectively.

Background on Fina Bank

Founded in 1991, Fina Bank is a privately owned bank operating in Kenya, Rwanda and Uganda. Based on its unaudited consolidated financials as at 31 March 2013, Fina Bank had total assets of US$338 million, gross loans of US$184 million, and customer deposits of US$285 million. The Group currently employs over 550 people with 38 branches across East Africa.

Fina Bank serves a wide range of customers, primarily offering business and corporate banking services. The Group is particularly active in the manufacturing, trade and services sectors.

Foreign Exchange Rates

The following exchange rates are used in this announcement:

·; US$ - NGN FX rate of NGN156.1875/US$ at 31 December 2012

·; US$ - KSH FX rate of KSH85.6/US$ as of 31 March 2013