Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 23rd Annual General Meeting of DIAMOND BANK PLC will be held on Thursday, the 24thday of April, 2014 at the Civic Center, Ozumba Mbadiwe Avenue, Victoria Island, Lagos at 10:00 a.m. prompt to transact the following business:

AGENDA

Ordinary Business

1. To receive the Report of the Directors, the Audited Financial Statements for the period ended December 31, 2013, and the Reports of the Auditors and Audit Committee thereon.

2. To declare Dividend

3. To elect/re-elect Directors.

4. To authorize the Directors to fix the remuneration of the Auditors.

5. To elect members of the Audit Committee.

Special Business

"To consider and if approved, to pass the following Special Resolution:

6.

(a) That pursuant to the approval of the shareholders at the Bank's 22nd Annual General Meeting of April 30, 2013 to raise additional capital of up to $750,000,000 (Seven Hundred and Fifty Million United States Dollars) or its Naira equivalent:

(i) the Directors be and are hereby authorized to raise any proportion of the approved $750,000,000 (Seven Hundred and Fifty Million United States Dollars) or its Naira equivalent through an offer by way of rights issue in the ratio and terms, conditions and dates to be determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities".

(ii) "the rights issue referred to Paragraph 6(a)(i) above should be underwritten on such terms and conditions as the Directors deem fit".

(iii) "the shareholders, further to Paragraph 6(a)(ii) above, hereby waive their pre-emptive rights to any unsubscribed shares under the rights issue"

(b) "That the Directors be and are hereby authorized to enter into any agreements and or execute any other documents necessary for and or incidental to effecting resolution (a) above".

(c) "That the Directors be and are hereby authorized to appoint such professional parties and perform all such other acts and do all such other things as may be necessary for or incidental to effecting the above resolutions, including without limitation, complying with directives of any regulatory authority".

Dated this 20th day of March 2014

BY ORDER OF THE BOARD

Nkechi Nwosu

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 on 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, 70, ACME Road, Ogba, Lagos State, not less than 48 hours before the time fixed for the meeting.

2. Dividend

If the proposed dividend of 30 kobo per share is approved, the Dividend Warrants will be posted on Monday April 28, 2014 to members whose names appear in the Register of Members at the close of business on April 16, 2014.

3. Closure of Register of Members 

The Register of Members will be closed from April 17th 2014 to April 18th 2014 (both days inclusive) to enable the Registrar make necessary preparations for the payment of dividend.

4. Re-election of Director over 70 years

Special Notice is hereby given that HRM Igwe Nnaemeka Alfred Ugochukwu Achebe and Chief John D. Edozien who are both over 70 years of age would be proposed as Directors for re-election pursuant to Section 256 of the Companies and Allied Matters Act, 1990.

5. Re-election/Election of Directors

(a) In accordance with the provisions of the Articles of Association, the following Directors shall retire by rotation and being eligible, have offered themselves for re-election:

· Dr. Olubola Hassan,

· Mr. Thomas Barry

· Mrs. Ifueko Omoigui Okauru

(b) The appointment of Mr. Kabir Alkali Mohammed as a non-executive Director is also being tabled for your ratification.

6. 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.