Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 25th Annual General Meeting of DIAMOND BANK PLC will be held on Friday the 27th day of May 2016 at the Intercontinental Hotel, Plot 52, Kofo Abayomi Street, Victoria Island, Lagos, at 10:00 a.m. prompt to transact the following business:

AGENDA

Ordinary Business

1. To receive the Report of Directors, the Audited Financial Statements for the period ended December 31, 2015, and the Reports of the Board Appraiser, Auditors and Audit Committee thereon.

2. To elect/re-elect Directors

3. To authorize the Directors to fix the Remuneration of the Auditors

4. To elect Members of the Audit Committee

Dated this 27th day of April 2016

BY ORDER OF THE BOARD

Company Secretary

Notes

1. Proxy

A member of the Company entitled to attend and vote at any Annual General Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of the Registrar of the Company, Centurion Registrars Limited, 33c, Cameron Road, Ikoyi, Lagos State, not less than 48 hours before the time fixed for the meeting.

2. Closure of Register of Members

For the purpose of attendance at the Annual General Meeting, the Register of Members will be closed from May 19, 2016 to May 20, 2016 (both days inclusive) to enable the Registrar update the Register.

3. Re-election of Director over 70 years

Special Notice is hereby given that Chief John D. Edozien, who is over 70 years of age will be proposed for re-election as Director pursuant to Section 256 of the Companies and Allied Matters Act, 1990.

4. Election of Directors

i. In accordance with the provisions of the Articles of Association of the Company, Dr. Olubola Hassan, Dr. Chris Ogbechie and Ms. Genevieve Sangudi retire by rotation and being eligible, offer themselves for re-election.

ii. The ratification of the appointment of Mr. Damian Dolland as a Non-Executive Director, whose appointment had been approved by the Central Bank of Nigeria.

5. Audit Committee

In accordance with Section 359 (5) of the Companies and Allied Matters Act, 1990, any shareholder may nominate another shareholder for appointment to the Audit Committee. Such nomination should be in writing and must reach the Company Secretary not less than twenty-one (21) days before the Annual General Meeting.

The Central Bank of Nigeria's Code of Corporate Governance has indicated that some members of the Audit Committee should be knowledgeable in internal control processes. We would therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.

6. Shareholders Right

In accordance with the provisions of Rule 19.12, of The Rule Book of The Exchange, 2015, Part II, Issuers' Rules. Shareholders' are entitled to ask questions not only at the meeting but also in writing prior to the meeting; and the written questions must be submitted to the Issuer not later than May 20, 2016.

7. Website

A copy of this notice and other information relating to the meeting can be found on our website www.diamondbank.com