Notice of effectiveness of issuer substitution

Guaranty Trust Bank plc

NOTICE OF EFFECTIVENESS OF ISSUER SUBSTITUTION: U.S.$400,000,000 6.0 per cent. Notes due 2018 issued by GTB Finance B.V. unconditionally and irrevocably guaranteed by Guaranty Trust Bank Plc (ISIN: XS0992162635, US36243PAB13) (CUSIP: 36243PAB1)

Lagos, Nigeria - April 24, 2017: On 18 April 2017, Guaranty Trust Bank plc (the "Bank") announced that it intended to be substituted in place of GTB Finance B.V. (the "Original Issuer") as issuer of the U.S.$400,000,000 6.0 per cent. Notes due 2018 (the "Notes"), pursuant to:

(i) Clause 24 (Substitution of GTB Finance by the Bank) of the amended and restated trust deed dated 31 October 2013 between Deutsche Trustee Company Limited (the "Trustee"), the Original Issuer and the Bank (the "Trust Deed");

(ii) Condition 16(b) (Substitution of the Issuer by the Guarantor) of the terms and conditions of the Notes; and

(iii) A supplemental trust deed dated as of 24 April 2017 between the Trustee, the Original Issuer and the Bank (the "Supplemental Trust Deed").

The Supplemental Trust Deed has now been executed, and with effect on and from 24 April 2017, the Bank has succeeded to, and been substituted for and may exercise every right and power and shall be bound by every obligation of, the Original Issuer under the Notes and the Trust Deed with the same effect as if the Bank had originally been named as the issuer under the Trust Deed and the Notes.

This announcement is made by:

Guaranty Trust Bank PlcPlot 635 Akin Adesola StreetVictoria Island, LagosNigeria

This announcement constitutes a public disclosure of inside information by

on behalf of Guaranty Trust Bank Plc under Regulation (EU) 596/2014 (16 April 2014).