[PPT] - 1 T ABLE OF C ONTENTS Sections 1. About WEMA BANK Plc slide 4 2. PowerPoint Presentation

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SLIDE 2

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Sections

SLIDE 3

About WEMA Bank Plc Section 1

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Introduction to WEMA Bank Plc

Company Overview Continued improvements recorded in the retail space

❖Widely reputed as the longest surviving indigenous bank

in Nigeria, WEMA Bank has over the years, diligently

ffered a fully-fledged range of value-adding banking

and financial advisory services to the Nigerian public

❖The Bank offers a range of retail and SME banking,

corporate banking, treasury, trade services and financial advisory to its ever-expanding clients.

❖In 2009, the Bank underwent a strategic repositioning

exercise which culminated in a decision to operate as a commercial Bank with regional authorization in South- South Nigeria, South-West Nigeria, Lagos and Abuja in 2011.

❖In 2015, the bank was granted a national banking license

by the Central Bank of Nigeria.

❖The Bank operates a network of over 140 branches and

service stations across Nigeria, backed by a robust ICT platform

1.7mn

CUSTOMER BASE

N30.37bn

25.19%

CREDIT RATINGS

“F3“ by Fitch “A3” by GCR

IMPROVED SERVICE RATING

BRANCH GROWTH

ALTERNATE CHANNELS

NATIONAL LICENSE

ISMS ISO certified

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Board Of Directors

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Experienced Management Team

Godwin Ehigiamusoe- MD/CEO

Segun Oloketuyi (MD/CEO)

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Consumate banker with several years of banking and managerial experience.

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Until his appointment, he was an Executive Director, Skye Bank Plc with the responsibility for business development across Lagos and South-West directorates

f the bank.

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He is an alumni of Lagos business school and a fellow of the Institute of Chartered Accountants of Nigeria (ICAN) Ademola Adebise (DMD)

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Experienced banker with

ver

28 years’ experience inclusive of 4 years in management consulting).

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He has worked in various capacities in Information Technology, Financial Control & Strategic Planning, Treasury, Corporate Banking, Risk Management and Performance Management

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He is an alumni of Lagos business school and a fellow of the Institute of Chartered Accountants

f Nigeria (ICAN)

Moruf Oseni (Executive Director)

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Executive Director of the Retail & North Directorate on the board of Wema Bank Plc. with responsibility for the Retail & SME business, E-business & Payments

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Prior to his board appointment, Moruf was the CEO of MG Ineso Limited, a principal investment and financial advisory firm with interests in various sectors of the economy.

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He is an alumni of Insead (France) and London business school Folake Sanu (Executive Director) Oluwole Ajimisinmi (Company Secretary)

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Astute finance professional and banker

f

repute with over 32years working experience in banking, professional accounting and auditing practice

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Prior to appointment, Folake was Chief Financial Officer and later, Chief Compliance Officer of Sterling Bank where she was instrumental to the successful merger of 5 different banks to form Sterling Bank plc.

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She is an alumni of London Business school and a fellow

f

the Institute

f

Chartered Accountants of Nigeria (ICAN

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Legal professional who bears the

versight

responsibility of proffering opinions on all legal related issues including

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Prior to appointment, he was the Head; Legal Services Department of Skye Bank Plc, where he burnished his leadership skills, supervising the legal support provided for over 207 branches and 7 Regional Legal Offices..

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He holds an LLB Degree with honours from the University of Jos, Plateau State, Nigeria and a BL Degree from the Nigerian Law School.

Wole Akinleye (Executive Director)

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Experienced banker with over 20 years of cognate experience

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He is responsible for co-ordinating Business Development Activities in the South-West Region

f Wema Bank.

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Prior to his board appointment, Wole was group head of Stanbic IBTC’s business development

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He is an alumni of Obafemi Awolowo university and a fellow

f

the institute

f

Chartered Accountants of Nigeria (ICAN)

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Recent History and Key Milestones

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Financial Highlights Section 2

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Earnings, Profit, Capital

H1’2017 H1’2016 2016FY Deposits (customer) N251.74bn N253.84bn N283.33bn Loans (net) N205.71bn N171.99bn N227.01bn Interest income N25.37bn N20.16bn N44.45bn Non-interest income N5.01bn N4.11bn N9.80bn

H1’2017 H1’2016 2016FY Net interest margin 5.33% 6.71% 6.56% ROAE (annualised) 4.96% 4.73% 5.48% ROAA (annualised) 0.61% 0.56% 0.63% NPL (%) 4.91% 2.83% 5.07% Loan to deposits 81.72% 61.90% 80.12% Coverage ratio (%) 101.07% 101% 100.00%

Revenue Generation Operating Efficiency

H1’2017 H1’2016 2016FY Cost-to-income 89.30% 89.77% 88.32% Yield on Assets 15.95% 13.92% 15.65% Operating expenses N11.97bn N11.39bn N24.79bn

Margin & Asset Quality

H1’2017 H1’2016 2016FY Gross earnings N30.37bn 24.26bn N54.25bn PBT N1.43bn 1.30bn N3.28bn PAT N1.22bn 1.10bn N2.59bn CAR 12.74% 13.36% 11.07%

Financial Highlights

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Stable and Consistent Performance

11.53% ; 5yr CAGR (Assets), 10.20%, 4yr CAGR (Deposits); 11.88%; 4yr CAGR (Gross earnings)). CAGR indicative of the period 2012-2016.

Total Asset Deposit (customer) Gross earnings ) Loans & advances (net)

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Efficiency

Comments

External headwinds impacting on cost management

Operating Expenses

Operating expenses increased by 5.02% from N11.39 billion from N11.97 billion

as at H1’2017. Drivers for the increase were; ➢ High energy and power costs. ➢ Incremental costs from technology upgrades and licences.

Cost to income declined marginally from 89.77% to 89.30%. We expect further

streamlining of our processes, the continued on-boarding of customers on ALAT and migration of our customers to our alternative platforms should lead to reductions in our cost to serve.

Cost-to-income

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Asset Quality & Earnings Trend

▪ Gross loans declined from N229. 84 billion (2016FY) to N208.84 billion (H1’2017) due to paydowns and refinancing. ▪ NPL ratio closed at 4.91%, a decline from 5.07% as reported in 2016FY. Recoveries largely accounted for the reduction in NPL ratio during the period with the rest accounts recording repayments by customers. ▪ Coverage ratio (incl. risk reserve) remains robust at 101.07% (100%; 2016FY) , ensuring level of provision remains adequate. 10.00% 20.00% 30.00% 40.00% 50.00% 60.00% 70.00% 80.00% 90.00% 50 100 150 200 250 2015FY 2016FY H1'2017

N'bn

Gross loans Net loans Loan to Deposit ratio

Efficient Risk Management culture evidenced by continued low NPL ratio

Asset Quality Earnings Trend

▪ Capital Adequacy Ratio (CAR) as computed under Basel II requirements increased during the review period from 11.06% (2016FY) to 12.71% as at H1’2017. This was due to the reduction in quantum of risk weighted assets. ▪ The second tranche of tier II capital raise will open in Q3’17. ▪ Shareholders’ fund has grown at a 4 year CAGR of 4.04% from N41.40 billion as at 2013FY to N48.50 billion in 2016FY.

Deposit Mix H1'2017

Term 47% Savings 22% Current 31%

Deposit Mix FY'2017

Term 56% Savings 17% Current 27%

Commercial 65% Retail 20% Corporate 12% Treasury 3%

Deposit Mix H1'2017

Commerci al 68% Retail 16% Corporate 10% Treasury 6%

Deposit Mix FY'2017

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The Offer Section 3

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Indicative Term Sheet: Series I

TERMS DESCRIPTION Issuer: Wema Bank Plc Joint-Lead Arrangers/ Dealers: Greenwich Trust Limited United Capital Plc Placing Agents/ Dealers: Cowry Asset Management Limited Investment One Financial Services Limited Qualinvest Capital Limited Auditors: Akintola Williams Deloitte (Chartered Accountant) Registrars/Custodian: Central Securities Clearing System PLC Solicitors: Aluko & Oyebode Face Value: N10,000,000,000 Discounted Value: N [●] Nominal Amount Per Note: N1,000 Tenor: 182 days Currency of Issue: Nigerian Naira Use of Proceeds: The estimated gross issue of N[●] Billion will be utilized to support WEMA Bank’s short term financing requirements and will be deployed to high-yield earning assets. Redemption: As stated in the Applicable Pricing Supplement, subject to the CBN Guidelines Maturity Date: [●] Final Redemption Amount: N [●] Minimum Subscription: N5,000,000 and multiples of N1,000 thereafter Offer Opens: September [.] 2017 Offer Closes: September [.] 2017

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Indicative Term Sheet: Series II

TERMS DESCRIPTION Issuer: Wema Bank Plc Joint-Lead Arrangers/ Dealers: Greenwich Trust Limited United Capital Plc Placing Agents/ Dealers: Cowry Asset Management Limited Investment One Financial Services Limited Qualinvest Capital Limited Auditors: Akintola Williams Deloitte (Chartered Accountant) Registrars/Custodian: Central Securities Clearing System PLC Solicitors: Aluko & Oyebode Face Value: N15,000,000,000 Discounted Value: N [●] Nominal Amount Per Note: N1,000 Tenor: 271 days Currency of Issue: Nigerian Naira Use of Proceeds: The estimated gross issue of N[●] Billion will be utilized to support WEMA Bank’s short term financing requirements and will be deployed to high-yield earning assets. Redemption: As stated in the Applicable Pricing Supplement, subject to the CBN Guidelines Maturity Date: [●] Final Redemption Amount: N [●] Minimum Subscription: N5,000,000 and multiples of N1,000 thereafter Offer Opens: September [.] 2017 Offer Closes: September [.] 2017

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Key Investment Considerations Section 4

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Key Investment Considerations

Access to more revenue from Institutional and retail investors.
Opportunities to exploit the unbanked through technological and

social avenues. Improved Revenue Streams

Focus on growth in the short to medium term with aggressive

growth strategies and market opportunities.

Additional 120,000 retail accounts opened between Jan. – Jun.

2017.

Savings deposit increased by 5.09% from N53.41 billion (2016FY)

to N56.13 billion (H1’2017). Strong Growth Potential

The Bank is being managed by seasoned professionals with diverse

experience in the Financial Services sector, with proven track record

f sustaining businesses with winning strategies.

Experienced Management and Board

The Bank will be engaged in various business areas, providing

diversified revenue streams that can drive profitability. Strong Profitability

Ability to drive cost improvements through efficient staff and

resourcing policies that will allow Wema Bank to achieve a competitive Cost to Income ratio. Cost Management

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Some product Offering of WEMA Bank Plc

(MasterCard, Visa, Verve, Interswitch) partnership with global and domestic card issuers ensures seamless payments to our customers and non-customers A menu driven mobile banking solution which provides 24/7 access to an account holder via his/her mobile phone. A web based application which provides real time access to account holders. Allows Wema Bank account holders to initiate transaction via their mobile phones An innovative solution designed to facilitate low value retail payments by providing an accessible electronic channel.

WemaDebit & Credit Cards WemaMobile WemaOnline

*945#

mCash

A novel initiative that allows the bank customers authorize 3rd party cash withdrawal from any Wema Bank ATM. A product offering unique to the Bank that takes card security to the next level above PIN by allowing customers choose when to render both card and PIN inactive/active via their mobile or online banking platforms A consolidated web payment internet gateway which involves turning customers’ website to an e-commerce platform. Wema Bank partners with MoneyGram and Western Union, two of the world’s leading International Money Transfer Operators (IMTOs) ensuring safe, secured and quick remittances.

Cash on the Go Card Control WebPay IMTOs

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Outlook and Strategy Section 5

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Our Strategic Intent

EXPERTISE EXCELLENCE EFFICIENCY

Innovation and technology Fostering Relationship Risk Mgt. National Footprint

The 3 E’s

▪ The key determinant of our strategy focus are centered around : Innovation and Technology, Fostering Relationships, Risk management and National Footprint. ▪ We strongly believe that these success factors would aid the attainment of our strategic

bjective, bordering on our 3Es:

Expertise, Excellence and Efficiency

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EXPERTISE

Grow deposit volume through Retail and Digital Partnerships.
Additional 120,000 retail accounts opened between Jan. – Jun. 2017.
Deposit volumes declined by N20billion in a bid to reprice balance sheet.
Savings deposit increased by 5.09% from N53.41 billion (2016FY) to N56.13 billion

(H1’2017).

Continued refreshing of existing branch network & additional strategic openings
Re-opened Kaduna branch with expansion plans underway at Aba, Warri & Enugu branches.

Abule-Egba branch completed during the review period.

Strategic Objectives Tasks

EXCELLENCE

Improving service rating across the Bank by implementing the Purple Rules (service

delivery) Charter.

Industry rating improved from 13th to 8th (KPMG). The Bank is expected to attain top-5 next

year.

EFFICIENCY

Continue deployment of alternate channels – POS, ATMs , mobile applications. & agency

banking

ATM deployment increased by 2.59% from Jan – Jun. 2017 to 277.
POS machines increased by 1.45% (Jan –Jun. 2017) to 5588
Number of active cards increased by 55.46% to over 350k.
Subscribers & transaction volume on USSD platform (945#) increased by 73.82% & 240.60%

from Jan. – Jun. 2017 respectively.

Total of 2,517 merchants enrolled on mCASH
Agency banking fully embedded into business model.
Improving operational efficiency through increasing use of technology in processes
OPEX increased by 5.02% (Y-o-Y) in H1’2017 and below June inflation rate of 16.10%.
Cost to income ratio at 89.30%; a decline of 0.47% from H1’2016.
Net Interest Margins at 5.33%.
Launched Nigeria’s first fully digital Bank (ALAT).

The 3ES: Setting the Pace

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ALAT: The Future of Banking

9

app revisions released to customers since launch

Finger Print Login
Refer a friend
Card details recalled (local and

international

Sign up with a signature and

selfie

41,360

transactions executed totaling N850M

26,737

Accounts opened

N251,089,418.77

Total balance across all accounts.

2,967

savings goals created across 1,762 customers with a total of N100.3 million

1 1 1 1 1 1 1 1 1 1 1 1

MORE partnership engagements underway

N N N

Upcoming Features

QR Payments Recurring bill payments Foreign card issuances Cardless withdrawal

Since the launch of ALAT in May 2017 , we have on-boarded over 26,000 customers as at June 30, 2017 .

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Guidance to attainment of Strategic goals:

Customer Deposit growth

2016FY

0.58%

2017E

5%

COMMENTS Deposit growth expected from continued brand acceptance. Positive contribution from ALAT.

pportunities

Increasing Inflation Rate and Interest Rate

Government Remains key to economy A more conservative loan book

Weakening of government revenues poses a

threat to the fragile economic recovery.

Despite some respite in the direction of oil

prices, market remains volatile

Domestic political risk is heightening due to the

2019 election cycle.

A gradual reduction in loan portfolio can be

seen as loan pay downs exceed rate of risk asset creation in keeping with the Bank’s more conservative stance

Technology and Cyber-risks remain at the fore
f operational risks and we continue to ensure

these areas

f

the Bank are adequately resourced.

There has been some respite in the paucity of

Foreign Exchange as oil revenues improve and dollar liquidity has improved significantly

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Key Contacts Section 6

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Confidentiality

We are pleased to present for your consideration a proposed transaction described in this Presentation. Due to the proprietary nature of this presentation, please consider it to be confidential. You agree that this presentation is for your confidential use only and that neither its existence nor the terms thereof will be disclosed by you to any person

ther

than your

fficers,

directors, employees, accountants, attorneys and other advisors, and then only on a “need to know” basis in connection with the proposed transaction contemplated thereby and on a confidential basis.

Disclaimer

This presentation is for information and discussion purposes only. It should not be construed as an offer or commitment by Wema Bank Plc or any of their affiliates to enter into a transaction, nor does it attempt to describe all the relevant terms of the transactions referred to in it. Instead, this presentation is indicative and is intended to

utline certain basic points of business understanding around which

a transaction could be structured. Any subsequent offer by Wema Bank Plc to enter into a transaction will be made on the terms, and will be subject to the conditions, specified by it. If a transaction is entered into, this presentation will be superseded in its entirety by the final documentation, to the exclusion of all prior written and oral communications. The presentation should not, therefore, be regarded as containing any representations about the content of such terms or any other matter. Accordingly, Wema Bank Plc assumes no responsibility for the contents of this presentation, or for any written or oral communications in connection with it (or any prospective transaction). If a transaction is entered into, its terms will be found entirely in the final documentation for the transaction and this presentation may not be used to construe such terms. The Advisers have not independently verified any of the information contained herein. No representation or warranty, expressed or implied is made as to the accuracy or completeness of the information contained herein

r

any

ther

written

r
ral

communication transmitted or made available to any recipient. Wema Bank Plc or any of their representatives expressly disclaim any liability based, in whole or in part, on such information, errors therein

r omission therefrom.

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T: +234 (0) 1 631 0938 T: +234 805 700 1925 E: Ken.Ero@gtlgroup.com Kenneth Ero Group Executive Capital Issues Greenwich Trust Limited T: +234 (0) 1 631 0938 T: +234 (0) 811 369 1652 E: Usoro.Essien@gtlgroup.com Usoro Essien Investment Banking Greenwich Trust Limited

Akinwale Bola Structured Trade & SME Finance Office: + 234-1-280 7667 Mob: +234 703 729 1382

Email: Akiinwale.Bola@unitedcapitalplcgroup.com Babatunde Obaniyi Director, Capital Markets Tel: +234-1-280 7583 Mob: + 234 803 384 7095 Email:Babatunde.Obaniyi@unitedcapitalplcgroup.com

Contact Details

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TABLE OF CONTENTS