This is in compliance with the revised regulation on the scope of Banking Activities and Ancillary Matters No. 3, 2010 by the Central Bank of Nigeria which requires commercial banks to divest from non-core banking businesses or adopt a holding company structure.

In addition, the restructuring through the holding company will:

• Create an operating model to profitably grow presence in the market for commercial banking and non-banking financial services in order to achieve our aspiration to be the leading financial services group in Sub-Saharan Africa.
• Streamline businesses by aligning and clustering similar or overlapping businesses under four broad “business groups”, namely Commercial Banking, Investment Banking & Asset Management, Insurance and Other Financial Services.
• Operate a corporate centre with responsibility for setting strategic direction, providing group-wide oversight and ensuring the leveraging of synergies across the group through the constitution of a governing board and committees at the group level to optimally align corporate governance and management roles.
• Protect and preserve shareholders’ value through the retention of investments.

FBN Holdings Plc is a legal entity domiciled in Nigeria. It is the new parent company of all the company within the Group, including FirstBank.

FirstBank will migrate and become a wholly owned subsidiary of FBN Holdings and all your shares will be transferred to FBN Holdings. First Bank of Nigeria Plc will be delisted from the Nigerian Stock Exchange while FBN Holdings will be listed.

First Registrars Nigeria Limited remains the registrar to the FBN Holdings.

You need not visit the registrar on this issue; the registrar will contact all shareholders appropriately if need be.

No. The value of your holdings remains the same, exactly what it would have been if it were First Bank of Nigeria Plc.

Yes! FBN Holding plc will be listed on the Stock Exchange.

No, you need not do anything on your part.

As long as you already have an existing account with the CSCS and the registrar, the units will automatically be sent to your CSCS account.

Yes, you will continue to receive your dividends and all benefits as previously enjoyed.

No. You do not need to complete another bank mandate form as the restructuring will not affect your mandate instructions.

All existing share certificates in your custody will automatically become void and new one(s) with the new name will be reissued.

Your existing shares with the CSCS will remain the same but under a new name – FBN Holdings Plc

Yes, your current holdings in First Bank of Nigeria remain the same.

The FirstBank share certificate becomes void from November 26, 2012.

Yes, you will be issued a new share certificate for the number of units you have; however, for the shareholders whose holdings are already with the CSCS, the units will be sent to the CSCS instead.

You need not worry; a new one with the new name will be issued and sent to your address on our database.

As mentioned earlier, you do not have to do anything, the new share certificates will be automatically sent to you.

No, your shareholdings remain the same.

You can still claim by requesting for a reissuance or revalidation. Contact First Registrars for further information.

There will be a new legal structure for FBN Holdings Plc; however, the company is required by CBN to divest from First Registrars Nigeria Limited.

The existing structure of the FirstBank Group as shown below will be replaced by the holding company structure.

Existing Structure

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Holding Structure

The holding company will be a legal entity incorporated in Nigeria. FBN Holdings Plc referred to as FBN Holdings or Holdco will be the ultimate parent company of all companies in the First Bank Group, including the Bank. The diagram below illustrates the proposed legal structure of the holding company.

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No. You will not be able to trade with the existing FirstBank shares from November 26, 2012 when FBN Holdings would be listed and FirstBank delisted.

No. You will not be able to trade with the existing FirstBank shares from November 26, 2012 when FBN Holdings would be listed and FirstBank delisted.

Yes, the new company is listed on the Nigerian Stock Exchange from November 26, 2012 and its shares can be traded.

No. There is no bonus issue associated with this process.

FirstBank will cease to be listed on the Nigerian Stock Exchange and it will become a wholly subsidiary of FBN Holdings Plc as a limited liability company.

FirstBank will become a wholly owned subsidiary of FBN Holdings Plc.

The proposed restructuring will result in no change to the rights and ownership of existing shareholders of First Bank of Nigeria Plc. Their shareholding will simply be migrated to FBN Holdings Plc.

The market capitalisation of FirstBank should not be adversely affected by the change in the legal structure.

FBN Holdings Plc will be listed on The NSE under the “other financial services” sector as a non operating holding company.

FBN Holdings Plc will be regulated primarily by:

• The Central Bank of Nigeria as an ‘other financial institution’ (OFI);
• The Corporate Affairs Commission;
• The Securities and Exchange Commission; and
• The Nigerian Stock Exchange.

There will be no change to the regulators at the subsidiary level. For instance, First Pension Custodian will continue to be regulated by PENCOM and FBN Life Assurance will continue to be regulated by NAICOM.

The existing shareholders will surrender their shares in FirstBank to FBN Holdings in exchange for receiving ordinary shares in FBN Holdings equal to the number of shares they held in FirstBank immediately before the effectiveness of the restructuring i.e. one-for-one share exchange ratio.

The issued and fully paid-up share capital of FBN Holdings Plc will be 32,632,084,345 ordinary shares of 50 kobo each (N16,316,042,172.50) which is the same as the issued and paid-up capital of First Bank of Nigeria Plc.

Shareholders of FirstBank will become shareholders of FBN Holdings Plc. It will be a one-for-one share exchange.

Shareholders of the holding company will benefit from the entire businesses in the Group and not only from a segment of the Business/Group. The holding company structure will consolidate on the strengths of each business unit to enhance the entire Group’s ability to drive growth into the future.

Shareholders with CSCS accounts will have their shareholdings in FirstBank replaced with that of FBN Holdings Plc, while those without CSCS accounts will be sent the physical share certificates of FBN Holdings Plc in replacement of share certificates of FirstBank to the address in the database of the registrar. Shareholders with shares partially held at the CSCS and physically held will have their entire shares updated in their CSCS account.

Certificates will only be posted to shareholders who don’t have a CSCS account. Such shareholders should expect to receive their FBN Holdings certificates 2 weeks from the November 26, 2012 at the address in the database of the Registrar.

The NSE and CSCS have assured the Group that the transmission from FirstBank to FBN Holdings would be done within a 48hours over a weekend period.

The last time trading will take place under First Bank of Nigeria Plc will be November 23rd, 2012 and trading will resume on November 26, 20912 under the name FBN Holdings Plc.

Given the T+3 settlement days, the units of First Bank of Nigeria Plc purchased on Friday, November 23, 2012 will be settled in your CSCS account the following Wednesday as shares of FBN Holdings.

1 GDR which is an equivalent of 50 units of FirstBank ordinary shares would now be 50 units of FBN Holdings shares from November 26, 2012. For further information on GDRs kindly be guided by the details below: Depositary bank: Deutsche Bank Trust Company Americas ADR broker helpline: +1 212 250 9100 (New York), +44 207 547 6500 (London) e-mail: adr@db.com ADR website: www.adr.db.com Depositary bank‘s local custodian: Standard Chartered Bank, Mauritius.