zenith draft prospectus 2105 - meristem.com.ng abridged... · ... zenith capital limited, access...

RC 125384

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SUMMARY OF THE OFFER

1.

ISSUER :

Zenith Bank Plc

2.

JOINT ISSUING HOUSES : Zenith Capital Limited, Access Bank Plc, FBN Capital Limited and IBTC Chartered Bank Plc

3. SHARE CAPITAL

Authorized: N7,500,000,000 divided into 15,000,000,000 Ordinary Shares of 50k each.

Issued and fully paid: N5,790,952,687.50 divided into 11,581,905,375 Ordinary Shares of 50k each.

Now being offered: 1,763,000,000 Ordinary Shares of 50k each.

4.

PURPOSE:

USE OF PROCEEDS:

The essence of the Offer is to enable the Bank meet the ever increasing call from its numerous clients

for financing and to sustain its cutting-edge technology for effective first class service in the desire to

surpass superior performance.

The net proceeds of N65,837,472,000 after deducting the cost of the Offer estimated at

N2,743,228,000 representing 4% of gross proceeds, would be utilized as follows:

N'million %

2,633 4.00%

3,950 6.00%

26,335 40.00%

32,918 50.00%

65,837 100%

Information & Communication technology upgrade

Expansion of branch network

Incremental working capital.

TOTAL

Project and Infrastrucure Finance

Note: * Document and Enterprise Management Solutions, bank-wide communication infrastructure upgrade and improvement of PS power systems. ** Expansion of branch network – Sixty (60) new branches are proposed to be constructed within the next eighteen (18)

months *** The Bank intends to actively participate in real sector and infrastructural financing

5. METHOD OF OFFER : Offer for Subscription

6.

UNITS OF SALE:

A minimum of 1,000 and multiples of 100 thereafter.

7. OFFER PRICE:

N38.90 per share.

8. PAYMENT: In full on application

9.

MARKET

CAPITALISATION AT

OFFER PRICE

(PRE-OFFER ):

N450,536,119,083.00

10.

MARKET

N583,479,121,825.00

CAPITALISATION AT

OFFER PRICE

(POST-OFFER ):

It should be noted that Post-Offer Market Capitalization includes a Rights Issue of 1,654,557,911

being offered simultaneously.

11. PREFERENTIAL

ALLOTMENT:

A maximum of 705,200,000 ordinary shares, representing 40% of the Offer, out of the underwritten

portion, shall be preferentially allotted to staff and core customers of the Bank

12. UNDERWRITING:

N54,864,560,000.00 representing 80% of the Offer is underwritten on firm basis in accordance

with SEC’s regulations, with underwriting commitments as stated below:

Underwriters Amount of Commitment (N)

Access Bank plc 12,500,000,000.00

First Bank of Nigeria Plc 12,500,000,000.00

IBTC Chartered Bank Plc 12,500,000,000.00

Zenith Securities Limited 5,864,560,000.00

Zenith Capital Limited 5,000,000,000.00

FutureView Financial Services Limited 3,000,000,000.00

Afrinvest (W.A) Limited 2,500,000,000.00

Vetiva Capital Management 1,000,000,000.00

13. OPENING DATE December 6, 2007 14. CLOSING DATE January 17, 2008

15. FINANCIAL SUMMARY

(Extracted from the Reporting Accountants’ Report)

30

Profit before taxation N25

Profit after taxation 18

Dividend 9,

Share capital 4,Net assets

Total assets 97

Earnings per share - basic 19

Earnings per share - adjusted 19

Dividend per share (kobo) 10

-

Earnings per share (basic) is calculated by u

Actual dividend per share is based on the or

Earnings and dividend per share (adjusted) i

----Group-----

/06/07 30/06/06 ’000 ,676,331

N’000 15,589,826

,457,118

11,817,917

265,524

6,600,000

632,762 4,586,744

2,822,129

619,341,183

9 129 8

128

0

72

sing the weighted average number of

dinary shares in issue as at balance sh

s calculated by using the number of s

------------- Bank---------------

3

30/06/05 30/06/04 30/06/03 N’000 9,164,787

N’000 6,404,885

N’000 5,440,471

7,124,084

5,346,307

4,376,845

4,200,000

2,167,977

1,083,989

3,000,000

1,548,555

1,548,555

329,716,511

193,321,489

112,534,638

119 173 141 77

58

47

70

70

35

shares in issue during the period as the denominator.

eet date.

hares in issue as at 30 June 2007 as the denominator.

4

Contribution of the Bank to the Group for the year ended 30 June, 2006 and 2007

(Extracts from theAudited Accounts

for the Financial Year Ended 30

June, 2006 and 2007) N'000

30/06/07 30/06/06

Profit before taxation

N’000

23,288,828

N’000

15,154,091

Profit after taxation

17,509,145

11,488,800

Dividend

9,265,524

6,600,000

Share capital 4,632,762 4,586,744

Total assets

883,940,926

610,768,300

Earnings per share - basic 189 125

Earnings per share - adjusted

189

124

Dividend per share (kobo)

100

72

16. FORECAST OFFER STATISTICS:

Extracted from the Reporting Accountants’ Report)

Year Ending 30 June 2008 2009 2010

Forecast earnings per 50 kobo share 191.7 281.7 378.6 Forecast earnings yield at the Offer price - % 4.9 7.2 9.7 Forecast dividend per 50 kobo share 105.0 120.0 135.0 Forecast dividend yield at the Offer price of N38.90 - % 2.7 3.1 3.5 Forecast price/earnings ratio at the Offer price of N38.90 20 14 10

Forecast earnings and dividend per share for the year ending 30 June 2008 is based on 11,581,906,000 ordinary shares of 50 kobo each that

will be on issue at that date while for the years ending 30 June 2009 and 2010, they are based on 14,999,464,000 ordinary shares of 50 kobo

each that will be on issue at the respective balance sheet dates. The ordinary shares to be issued in the Offer for subscription and Rights issue

will not qualify for dividend during the year ending 30 June 2008.

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17. ZENITH BANK GROUP STRUCTURE IN DIAGRAM

UK

100% 100% 80% 100%

88% 100% 100%

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18. CORPORATE DIRECTORY: Zenith Bank Plc operates from 286 locations (including 85 cash offices) throughout the Federation. The Corporate Head Office and a few of the Area Offices including Zenith Bank Ghana and London are listed below with their addresses and telephone numbers.

Head Office Plot 87 Ajose Adeogun Street, Victoria Island, Lagos

Tel: 234-1-2620727, 2610249, 4618301, 4618311, 4618321, 2703141, 2703151 Fax: 2618212 E-mail: [email protected] Website: www.zenithbank.com

Other Zonal Offices Abuja (Maitama)

House 13, Plot 991, Maitama Zone, Opposite Nicon Nuga, Hilton Hotel Abuja Tel: 234-9-4131841-2, 4132140-1, 4130818, 4131858, 4132252 Fax: 4131853 E-mail: [email protected]

Apapa (Warehouse Road) 15, Warehouse Road, Apapa, Lagos Tel: 234-1-5451934-5. 8160143, 5457308. 7911041 Fax: 5450637 E-mail: [email protected]

Benin 126, Akpakpava st. Benin city. Edo State. Tel: 234-52-259507, 254533, 253509 Fax: 253509,256442 E-mail: [email protected]

Enugu 12, Opara Avenue, Enugu, Enugu State. Tel: 234-42-250811, 256923, 251164 Fax: 252044,252031 E-mail: [email protected]

Ibadan (Dugbe) 1A, Obafemi Awolowo Way,(J-Allen Round About) Opposite General Post Office, Ibadan, Oyo State. Tel: 234-2-2412627, 2411907 Fax: 2412628 E-mail: [email protected]

Ikeja (Oba Akran)

24, Oba Akran Avenue, Lagos Tel: 234-1-4937223, 4934960, 8161223, 8161229 Fax: 4937206 E-mail: [email protected]

Kaduna 7, Kachia Road, Kaduna-South, Kaduna State. Tel: 234-62-233372-3, 231742-4 Fax: 233372 E-mail: [email protected]

Kano 2, Tafawa Balewa/Murtala Mohammed Way, Kano, Kano State Tel: 234-64-639937, 634056 Fax: 646705,639948,634156 E-mail: [email protected]

Port Harcourt 7 Trans-Amadi Industrial layout, Port Harcourt, Rivers State Tel: 234-84-238363-5, 234598 Fax: 239430 E-mail: [email protected]

Ghana (Accra) Premier Towers, Liberia Road, PMB CT 393 Tel: (233) 21 660087, 660075, 660079,660091, 660093,660095 E-mail: [email protected]

London

39 Cornhill EC3V 3NU London Tel: 009-44-0207-1053950-51 Fax:776-835-176

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19. CLAIMS AND LITIGATION: The Bank is, in its ordinary course of business, presently involved in a total of 27 (twenty-seven) cases.

The said 27 (twenty-seven) cases comprise of, 26 (twenty-six) cases of court of first instance instituted against the Bank as Defendants and 1 (one) appeal lodged against the Bank in connection with one (1) case in which judgment had previously been delivered in favour of the Bank. The Bank had Counter-Claimed in 3 (three) out of the said 27 (twenty-seven) cases. The total sum being claimed against the Bank in the 26 (twenty-six) cases is approximately N566,456,946.90 (Five Hundred and Sixty-Six Million, Four Hundred and Fifty-Six Thousand, Nine Hundred Forty-Six Naira and Ninety Kobo only) and USD1,000 (One Thousand US Dollars), while the total sum being claimed by the Bank in the 3 (three) cases it had Counter-Claimed is appropriately N203,263,451.60 (Two Hundred and Three Million, Two Hundred and Sixty-Three Thousand, Four Hundred and Fifty-One Naira, Sixty Kobo only). The Solicitors to the Bank are of the opinion that the possible liability that may accrue to the Bank from the cases pending against the Bank is unlikely to exceed the sum of N75,000,000 (Seventy Five Million Naira only). The Directors of the bank are of the opion that non of the afore mentioned cases is likely to have any material adverse effect on the Bank and on the contemplated transaction, and are not aware of any other pending and or threatened claims or litigation.

20. QUOTATION: The whole of Zenith Bank’s issued capital is listed on the Exchange. An application has

been made to the Council of the Exchange for the admission to its Daily Official List of the 1,763,000,000 ordinary shares now being offered for subscription.

21. STATUS: The new shares now being offered for subscription shall rank pari passu in all respects with the issued ordinary shares of the Bank.

22. QUALIFICATION The shares qualify as securities in which pension fund assets may be invested under the Pension Reform Act 2004 and in which Trustees may invest under the Trustee Investment Act. Subscribers to this Offer will qualify for dividends which may be declared for the Bank’s 2007/2008 financial year ending 30 June 2008, notwithstanding the fact that the forecast dividend for 2008 was based on pre-offer number of shares.

23. OFFSHORE INVESTORS Offshore investors can participate in the Offer through foreign currency denominated subscription in line with S.17 of the Nigerian Investment Promotion Commission Act, Cap N.117 LFN 2004 and in compliance with rules 209 and 210 of SEC Rules and Regulation and the Nigerian Stock Exchange guidelines on foreign investment through the Nigerian Stock Market. Payment will be domiciled with a correspondent bank of the Receiving Banks, through bank transfers or cheques for onward remittance to the Receiving Banks as cash payments in any currency are not allowed for investments in securities in Nigeria. The applicable exchange rate will be the ruling autonomous rate on the date of subscription. The Receiving Bank and Zenith Bank shall arrange the necessary Certificate of Capital Importation for valid subscribers at the conclusion of the Offer.

24. SHARE CERTIFICATE Share certificates in respect of the shares allotted will be sent by electronic transfer to the CSCS account of allotees not later than 15 working days from the date of allotment. Investors are hereby advised to state the name of their stockbroker as well as their CSCS account number in the space provided on the Application Form. However, investors without CSCS numbers will receive their certificate by registered post within 15 working days of the date of the allotment.

25. OVER SUBSCRIPTION In the event of over subscription, the excess monies not exceeding 25% of the oversubscription may be capitalized in line with SEC’s Rules and Regulation (Rule 64 (4) (a)) and additional shares allotted subject to the approval of the Directors of Zenith Bank and SEC. The supplementary proceeds will be used for similar purposes as stated in the prospectus and a revised forecast and supplementary information shall be filed with the SEC.

DIRECTORS AND OTHER PARTIES TO THE OFFER

8

DIRECTORS Mr. Macaulay Pepple (Chairman)

Close 46

House 11

Satellite Town

Lagos

Mr. Jim Ovia MFR (Managing Director/CEO)

Plot 87, Ajose Adeogun Street

Victoria Island

Lagos

Mr. Godwin Emefiele (Deputy Managing Director)


Victoria Island

Lagos

Mr. Apollos Ikpobe (Executive Director)


Victoria Island

Lagos

Mr. Elias Igbin-Akenzua (Executive Director)


Victoria Island

Lagos

Mr. Peter Amangbo (Executive Director)


Victoria Island

Lagos

Udom Emmanuel (Executive Director)


Victoria Island

Lagos

Andy Ojei (Executive Director)


Victoria Island

Lagos

Sir Samuel Parma Ogoefuna Fortune-Ebie

14, Elegbata Street

Off Apongbon Street

Lagos

9

Chief Eddy Martins Egwuenu

290, Ajose Adeogun Street

Victoria Island

Lagos

Professor Leonard Fidelis Ozoba Obika

12 Idigie Abhala Street

Off Osifo Jegunme Street

Off Evbuomie

Benin City

Edo State

Mr. Babatunde Adeniyi Adejuwon

Plot 229

Block 1B

Amuwo Odofin GRA

Festac

Lagos

Sir Steven Omojafor

21 Road, E1 Close, House 4

Festac Town

Lagos

COMPANY SECRETARY

Alhaji Baba Tela

Block A28, Flat 1

Apo Legislative quarters

Abuja, FCT

Mr. Michael Osilama Otu


Victoria Island

Lagos

REGISTERED OFFICE Plot 84, Ajose Adeogun Street,

Victoria Island,

Lagos

Website: www.zenithbank.com

E- mail: [email protected]

Tel: 2620727, 4618301, 4618311, 2703141, 2703161

Fax: 2618212

LEAD ISSUING HOUSE/ FINANCIAL ADVISER

Zenith Capital Limited


Victoria Island

Lagos

10

JOINT ISSUING HOUSES Access Bank Plc

1665 Oyin Jolayemi Street

Victoria Island

Lagos

FBN Capital Limited

16 Keffi Street

South – West Ikoyi

Lagos

IBTC Chartered Bank Plc

IBTC Place

Walter Carrington Crescent

Victoria Island

Lagos

LEAD STOCKBROKER TO THE OFFER Meristem Securities Limited

124, Norman Williams Street

South- West,

Ikoyi

Lagos

JOINT STOCKBROKERS TO THE OFFER

Apel Asset & Trust Ltd

23/25 Martins Street

Lagos

APT Securities Limited

Church house (5th Floor)

29, marina

Lagos

Camry Securities Limited

Wesley House Annex

21/22 Marina

Lagos

Capital Assets Limited

8th Floor, Bookshop House

50/52, Broad Street

Lagos

Clearview Investment and Trust Limited

6th Floor, NCR Building

6, Broad Street

Lagos

Falcon Securities Limited

31, Marina

Lagos

11

Finmal Finance Services Limited

BON Building , 7th Floor

Plot 785 Herbert Macaulay way

Central Area

Abuja

FutureView Securities limited

Plot 161D, Aufu Taylor close

Off Idejo Street

Victoria island

Lagos

IBTC Asset Management

I.B.T.C Place


Victoria Island

Lagos

ICON Stockbrokers Limited

Medife House (3rd Floor)

58/60 Broad Street

Lagos

Lambeth Trust & Investment Company Limited

4/6 Mobolaji Bank Anthony Street

Off Broad Street

Lagos

Lead Capital Limited

Plot 281 Ajose Adeogun Street

Victoria island

Lagos

Marina Securities Limited

10, Amodu Ojikutu Street,

Victoria Island

Lagos

Pyramid Securities Limited

ICON House 8th Floor

Plot 999F Idejo Street

Victoria Island

Lagos

12

Signet Investments & Securities Ltd

Signet Suite, Church House

29, Marina,

Lagos

Strategy & Arbitrage Limited

Conoil House, Bull Plaza (18th Floor)

38/39 Marina

Lagos

Tiddo Securities Limited

First Floor, Left Wing, Labour House

Central Area

Abuja

UNEX Securities and Investment Limited

3 Biaduo Street

Off Keffi Street

South-West Ikoyi

Lagos

Vetiva Capital Management Limited

266B Kofo Abayomi Street

Victoria Island

Lagos

Zenith Securities Limited


Victoria Island

Lagos

AUDITORS TO THE BANK PricewaterhouseCoopers

Plot 252E Muri Okunola Street

Off Ajose Adeogun Street

Victoria Island

Lagos

REPORTING ACCOUNTANTS Akintola Williams Deloitte

(Chartered Accountants)

235, Ikorodu Road

Ilupeju

Lagos

SOLICITORS TO THE BANK The Law Union

10, Balarabe Musa Crescent

Victoria Island

Lagos

13

SOLICITORS TO THE OFFER Banwo & Ighodalo

98 Awolowo Road

South-West Ikoyi

Lagos

REGISTRARS TO THE OFFER Meristem Registrars Limited

305, Herbert Macaulay

Yaba

Lagos

RECEIVING BANKER Access Bank Plc


Victoria Island

Lagos


I.B.T.C. Place


Victoria Island

Lagos

First Bank of Nigeria Plc

35 Marina

Lagos

JOINT UNDERWRITERS Access Bank Plc


Victoria Island

Lagos

Afriinvest (W.A)

Foreshore Towers

2A Osborne Road

Ikoyi

Lagos

First Bank Plc

35 Marina

Lagos

FutureView Financial Services Limited

161D Aufu Taylor

Off Idejo Street

Victoria Island

Lagos

14


I.B.T.C. Place


Victoria Island

Lagos


266B Kofo Abayomi Street

Victoria Island

Lagos



Victoria Island

Lagos



Victoria Island

Lagos

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THE CHAIRMAN’S LETTER

The following is the text of a letter received from Mr. Macaulay Pepple, Chairman of the Board of Directors of Zenith Bank Plc:

The Economic Environment: The focus of monetary and fiscal policies in recent times has been the achievement and sustenance of low inflation and stable exchange rates as well as strengthening the exchange rate and encouraging lower rates of interest. Accordingly, the national currency has continuing to record appreciation against the dollar and a number of other major currencies to the extent that exchange rate which, as at end of 2006 stood at N129 to the US$, declining further to N127 to the US$ in June, 2007 and the naira still continues to wax stronger, hence the 2008 national budget predicated on N117 to the US$.

In the same way, year-on-year inflation rate dropped from as high as 17.80% as at December 2005 to as low as 8.20% as at the same period in 2006 and has further dropped to about 6.40% as at end of June 2007. Similarly, the introduction of Monetary Policy Rate (MPR) in December 2006, interest rate volatility has been dampeneed considerably. A combination of all of these accounts for the relative current economic stability.

Political Environment: Nigeria, for the first time since Independence, has witnessed a peaceful transition from one Civilian administration to another. Whilst there are pockets of post election petitions and electoral tribunals revisiting certain cases of alleged electoral malpractices, the respect for the rule of law under the present administration in Nigeria, is an indication that the nation is moving towards sustainable political stability, making the economy conducive for investment. Equally important is the fact that the administration is not taking the issue of corruption any less importantly than the past administration. The combination of all these, coupled with the relative impressive returns on investment in recent times, make the economy a choice of investors.

History and Business of the Bank

History

Zenith Bank was incorporated as a private limited liability company by a group of Nigerians (including the Managing Director/Chief Executive) on 30 May 1990. The Bank received its commercial banking license on 20 June 1990 and commenced operations on 16 July 1990.

On 21 April 2004, the shareholders of the Bank approved the subdivision of its shares from N1 to 50 kobo, conversion of the Bank to a public limited liability company (“Plc”) and a listing on the Exchange via an Initial Public Offer (“IPO”). Consequently, the Bank became a Plc on 20 May 2004 and under took an IPO which was 554% subscribed. The entire share capital of the Bank was subsequently listed on the floors of the Nigerian Stock Exchange on 21 October, 2004.

Business

Zenith Bank is engaged in the provision of universal banking services to corporate, commercial and individual customers. The Bank provides such banking services as savings and current accounts, treasury and financing services, investment banking, equipment leasing, trade financing, funds management, import and export finance, amongst others, to the wholesale and retail market with a special focus on top-tier customers. Products such as smart cards (electronic purses), Telelink (telephone banking), Zenith view facilities (internet banking) and Western Union money transfer are also offered to customers.

The Bank has a strong and consistent earnings record, as well as solid capital and liquidity positions. In addition, the Bank’s strong asset quality magnifies its strength in the local environment and the Bank’s operations are highly automated.

The Bank’s professionalism combined with its conservative banking posture has enabled it to achieve significant success since inception. The Bank also has a sales-driven culture, which enables it to cross sell products and services. Zenith Bank has maintained a steadily rising profit trend over the past five years.

Some notable strengths of the Bank include:

16

• Strong asset quality and low level of credit losses • Continuously improving profitability and strong revenue generation • Strategic repositioning and diversified funding mix • Well capitalized, strong liquidity position and refinancing ability • Highly automated and technologically advanced systems throughout its branch network • Strong market share • Competent and well tested key management • Excellent customer base • Strong brand Despite operating in an industry where most products are fairly homogeneous, the Bank has continued to surpass performance projections, despite heightened competition in the post consolidated banking industry. As at 30 June 2007, the Bank’s total assets and contingents totaled N1,178.39 billion, profit before tax was N23.29 billion. The Bank also has significant liquidity and a strong capital base, with a continuous capital build-up through the retention of profits.

Products and Services Zenith Bank’s products and services are customized to meet the specific needs of its customers and include the following:

(a) Credit Products

• Term Loan • Overdraft (O/D) • Drawing Against Uncleared effects • Cheque Purchase/Value Date Concession • Commercial Papers (CP) • Lease Finance • Import Finance Facility (IFF) • Export Finance • Import Duty Payment Line

(b) Contingent Liabilities/Off-Balance Sheet Financing • Unconfirmed LC • Confirmation Line • Usance Facility • Deferred Payment LC • Bid Bond • Performance Bond • Advance Payment Guarantee (APG) • Bank Guarantee • Customs Bond • Bills for Collection (BC)

(c) Treasury Products

• Fixed Deposit • Call Deposit • Individual Retirement Account (IRA) • Commercial Paper (CP) • Guaranteed Commercial Paper (GCP) • Bankers Acceptance (BA) • Treasury Bills (T-Bills) • CBN Certificate / National Savings Certificate • Cash Management Service (CMS) • Settlement Bank for the CSCS

(d) E-business Products

• Valucard • Telelink • Internet Banking • GSM Banking • View facility • Online bill payment/Automated Direct Payment • InterSwitch - EazyPay and SwiftPay

(e) Liquidity/Cash Management Products

• Collections • Suppliers Payment Service

17

• Cash delivery /Cash pick-up service • Teller Implant (in cash offices)

(f) 3rd Party Logistic Providers Scheme

• Key Distributors (KD) Scheme • Indenting Agents scheme / LPO finance • Invoice Discounting Facility (IDF)

(g) Collection of Taxes (h) Funds Transfer Products

• Western Union Money Transfer • NIBSS Fast Fund • Draft Issuance Service (D.I.S)/ Flow-line • ZIB Internal Transfer • Capital Importation • Direct Debit Order / Standing Instruction

(i) Form A Transactions/Invisibles

• Travellers Cheques (PTA/BTA) • Remittances

(j) Investment Banking

• Corporate finance • Fund management • SME Finance/Venture Capital • Capital Issues • Project Finance • Loan Syndication • Trusteeship/Custodian Banking • Financial/Business Advisory • Securitization

(k) Special Credit Products (MCP Group) • US-EXIM Bank facilities • IFC Trade / Project finance facilities • ADB (private sector windows) • Bank of Industry facility • NEXIM facilities • Private Banking

Financial Performance Ratings

The Bank’s consistent and impressive performance has received endorsements from local and international financial analysts and rating

agencies.

Zenith Bank Plc has established a high record of quality risk assets with, the loans and credit facilities extended to market leaders and

multinational corporations. The Bank also has a rigorous credit assessment process as confirmed by Fitch’s rating of AA- (2003-2004) and

A+ National (2007), describing the Bank’s rating as reflecting “its solid domestic franchise, good asset quality and sound earnings record”.

Recently, Zenith Bank was named as “2007 Quoted Company of the Year” by the Nigerian Stock Exchange. Also, THISDAY newspaper

and African Banker magazine, at different events within the year, named Zenith Bank as “Most Corporate Socially Responsible Bank” in

Nigeria and Africa respectively.

The London Financial Times, publishers of “The Banker” magazine rated Zenith Bank as the “Bank of the Year 2005”.

For three consecutive years (2004 – 2006), Zenith Bank has emerged the best over all winner of the Web-jurist award by Philips Consulting,

clinching first position in all six parameters used namely: aesthetics, technical, e-finance services, customer experience, performance and

content.

Since 2002, Agusto & Co., Nigeria's foremost industry analysts and financial consultants assigned a “Aaa” rating to the bank, ranking it

amongst the best in the country. With this rating, the Bank is recognized as “a financial institution of impeccable financial condition and

overwhelming capacity to meet obligations as and when they fall due.” The Bank has maintained this rating for six consecutive years, and is

18

the first indigenous bank to achieve such an enviable status.

Risk and Mitigating Factors Investors should be aware that there are risks associated with equity investments in the Stock Market. Additionally there are a number of

credit risks specific to the Bank in particular and the sector in which the Bank operates generally. Some of the risk factors may be outside the

control of the Bank, its Directors and senior management team which may have impact on the operating and financial performance of the

Bank.

Credit risk generally relates to financial losses arising from the failure of the customer or counter party to honour its obligation under a

contract. It arises principally from lending, trade finance, treasury and leasing activities.

Mitigating Factors

Zenith Bank has dynamic standards, policies and procedures to monitor, control and mitigate all of these risks through a Credit Risk

Management Group (CRMG). The CRMG among others is mandated to provide high level centralized management of credit risk for the

Bbank. The Group reports to the Managing Director/Chief Executive Officer and its responsibilities include the following:

Setting the Bank’s credit policies

Establishing and maintaining the Bank’s credit and exposure policy

Performing an independent review and objective assessment of credit risk

Reviewing the efficiency and effectiveness of credit approval processes

Reporting to executive management on aspects of the Bank’s loan portfolio in such areas as risk concentration to industry sectors, large

customer group exposures, and large non-performing accounts and provisions.

Bank Specific Risk

Zenith Bank is not exposed to any known risk specific to its operations other than such risks as actual and inherent losses arising from

individually identified non-performing accounts. However, Zenith Bank has maintained an the average loan loss provision of below 2%, the

lowest in the industry against the average loan loss provision of 18%.

Industry/Sector Risk

This represents the risk that the value of on and off balance sheet positions of a bank is affected by movements in market rates such as interest

rates, exchange rates, equity prices and/or commodity prices resulting in a loss to earnings and/or capital.

Zenith Bank has a risk management unit with responsibility to assess, monitor and manage market risk for the Bank. The primary objective

of this unit is to establish on an ongoing basis a comprehensive and independent market risk control framework.

Political Risk

Nigeria is an emerging democracy still not completely immune from the natural uncertainties attaching to the development of democracy.

The stability of democracy will by no means stabilise the micro and macro economy. However the Bank has no control over risk associated

with the above heading.

Currency Risk

Though the risk created by the frequent changes in the exchange rate of the Naira vis-à-vis other currencies has been relatively reduced over

the years. This is because the exchange rate of the Naira has not only been relatively stable but has appreciated against the US Dollar. In order

to further provide a safety net for unforeseen currency fluctuation, Zenith Bank has put in place policies to capture changing circumstances in

the domestic and international currency markets.

19

Environmental Risk

Zenith Bank operates in compliance with all applicable environmental standards. All offices of the Bank have adequate safety devices to

combat fire and other environmental threats that could arise in the normal course of business.

Unclaimed Dividend

We commenced e-dividend payment, as notified in the Bank’s 2005 audited reports, for shareholders who wish for their dividends to be paid

directly to their bank accounts should give such mandate to the Bank’s Registrars. Appreciable number of members of the Bank did so,

resulting in an outstanding amount of N300 million (out of N4.2 billion as at January 26, 2006) as unclaimed dividend. Exact figure

outstanding at the Bank’s current financial year ending June 30, 2006 shall be published in the Bank’s Audited Financial Statement as at that

date.

In recent times, shareholders of the bank are encouraged to lodge complaints relating to the non-receipt of dividends, bonus and any other

information about the bank through customer service units of any Zenith Bank branch nearest to them. The Bank intends to publish on an

ongoing basis procedures/mechanism for the settlement of dividends.

Monies representing the unclaimed dividend are maintained in a separate interest yielding account by the Registrar.

Corporate Governance

This relates to the internal means by which companies are operated, controlled and governed. Corporate governance tends to address the

interaction between the constituent parts of a company with the aim of increasing shareholders’ value and meeting stakeholders’ expectations.

Over the years, Zenith has been and remained committed to exercising the highest level of corporate governance and the Bank adheres strictly

to good corporate governance as required by Securities and Exchange Commission in October 2003 and the code of corporate governance for

banks in Nigeria post-consolidation as well as global best practice .

Key elements of Zenith Bank’s corporate governance policy include clear strategic goals, corporate values, transparency and accountability.

Responsibility of the Board of Directors

The Bank complies fully with the duties and responsibilities of directors as stated under parts A, B and C of the Code.

Board Composition

The Board of Zenith Bank is made up of fourteen (14) members with a Non-Executive Chairman, Executive and Non-Executive Directors,

all of which have varying high level competences and experience with track records of achievements in their respective endeavors. The Board

meets regularly to set broad policies for the Bank’s business and operations. Directors’ emoluments and their shareholding information are

disclosed in the bank’s Annual Reports and Accounts.

Shareholders’ Rights and Privileges

The Board of Directors ensures that shareholders statutory and general rights are protected at all times. In this regard, the Registrars, through

Customer Service Unit of every Zenith Bank branch as well as the print media reaches out to shareholders on matters relating to dividend

warrant, share certificate and other relevant information about the bank on a regular basis.

Audit Committee

In accordance with Section 359(3) and (4) of the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004, the

Bank has an Audit Committee. It is composed of dedicated individuals with proven integrity and thorough understanding of the Bank’s

businesses including the associated risks and controls put in place to mitigate those risks. The Committee has overall responsibility for the

Bank’s internal audit process.

20

Staff Matters, Finance and General Purpose Committee

This Committee is made of eight (8) members, four (4) of which are Executive Directors and the other 4 non-Executive Directors. The

committee looks into large scale procurement by the bank and matters bordering on staff welfare, discipline, staff remuneration and

promotion. The Committee meets every quarter but may also meet at such other times as circumstances may dictate.

Risk Management Committee

This committee has oversight responsibility for overall risk assessment of various areas of the bank’s operations and compliance. The

committee has six (6) members in all, three (3) of which are executive and the other 3 non-executive.

Code of Conduct

In all aspects of each banking operation, the Bank promotes best practices with a code of conduct which stipulates a bank’s value and

minimum standard of attitude of our people towards one another and the Bank’s clients both within and outside of the Bank. The code makes

it obligatory for all staff to maintain highest ethical standards and integrity in all aspects of professional life.

Mergers and Takeover

The Bank has not entered into any merger and/or takeover deal.

Research and Development:

It is expected that the Bank will continue to improve on its performance in the years ahead as we continue to carry out research into new

banking products and services.

Finally, on behalf of the Directors of Zenith Bank, I wish to assure you that Zenith Bank’s business will continue into the foreseeable future.

We are poised to harness the tremendous opportunities resulting from the recent changes in the banking sector and intend to continue our

expansion at home and outside the shores of Nigeria. This Offer presents an opportunity for you to become a part of this unfolding success

story. I urge you to subscribe to the Offer today.

Yours faithfully

Mr. Macaulay Pepple Chairman

21

STATUTORY AND GENERAL INFORMATION

Incorporation and Share Capital History

Zenith Bank was incorporated as a private limited liability company by a group of Nigerians (including the Managing Director/Chief

Executive) on 30 May 1990. The Bank received its commercial banking license on 20 June 1990 and commenced operations on 16 July

1990.

On 21 April 2004, the shareholders of the Bank approved the subdivision of its shares from N1 to 50 kobo, conversion of the Bank to a public

limited liability company (“plc”) and a listing on The Exchange via an Initial Public Offering. Consequently, the Bank became a plc on 20

May 2004. At present, the authorized share capital of the Bank is N7,500,000,000 comprising 15,000,000,000 ordinary shares of 50 kobo

each, while its issued and paid-up capital is N5,790,952,688 billion comprising 11,581,905,375 ordinary shares of 50 kobo each.

The changes in the share capital of the Bank since incorporation are summarized below:

Year ConsiderationIncrease Cumulative Increase Cumulative

1990 20,000,000 20,000,000 20,000,000 20,000,000 Cash1990 10,000,000 30,000,000 - 20,000,000 Bonus1991 - 30,000,000 3,500,000 23,500,000 Cash1991 - 30,000,000 1,339,000 24,839,000 Cash1992 30,000,000 60,000,000 29,568,352 54,407,352 Bonus1993 40,000,000 100,000,000 3,490,000 57,897,352 Cash1994 50,000,000 150,000,000 32,164,648 90,062,000 Cash1995 100,000,000 250,000,000 65,745,000 155,807,000 Bonus1995 - 250,000,000 22,937,000 178,744,000 Bonus1996 100,000,000 350,000,000 59,581,000 238,325,000 Cash1996 - 350,000,000 4,505,000 242,830,000 Bonus1997 250,000,000 600,000,000 1,224,000 244,054,000 Cash1998 - 600,000,000 268,459,000 512,513,000 Cash2000 1,000,000,000 1,600,000,000 816,000 513,329,000 Bonus2001 500 1,600,000,000 513,329,000 1,026,658,000 Cash2003 500,000,000 2,100,000,000 513,329,000 1,539,987,000 Bonus2003 - 2,100,000,000 8,568,000 1,548,555,000 Bonus2004 900,000,000 3,000,000,000 516,185,000 2,064,740,000 Bonus2004 2,000,000,000 5,000,000,000 935,260,000 3,000,000,000 Cash2006 - 5,000,000,000 1,500,000,000 4,500,000,000 Being issued2006 - 5,000,000,000 86,744,450 4,586,744,450 Issued2007 - 5,000,000,000 46,017,700 4,632,762,150 Issued2007 - 5,000,000,000 1,158,190,538 5,790,952,688 Bonus2007 2,500,000,000 7,500,000,000 881,500,000 6,672,452,688 Being issued2007 - 7,500,000,000 827,278,956 7,499,731,644 Rights Offer

Authorised (N) Issued & Fully Paid-Up (N)

22

Shareholding Structure

As at the date of this Prospectus, the 11,581,905,375 ordinary shares of 50 kobo each in the issued ordinary share capital of the Bank were

beneficially held as follows:

Shareholder Shareholding Total %

Institutional Investors Limited 1,291,610,000 11.152 Estate of Chief Alfred Nzemeke 852,000,000 7.36 Lurot Burca (Nigeria) Limited 686,307,078 5.93 Mr. Jim Ovia 509,040,000 4.39 Mr. Alphonsus Ovia 384,740,000 3.32 Other Nigerians 6,935,738,021 59.88

Except as stated above, no shareholder holds more than 5% of the issued share capital of the Bank.

Directors’ Beneficial Interests

The interests of the Directors of Zenith Bank in the issued share capital of the Bank as recorded in the Register of Members as at the date of

this Prospectus are as follows:

Directors Sghareholding Total

Mr. Macaulay Pepple* 3,449,581 0.03%

Mr. Jim Ovia* 509,040,000 4.40%

Mr. Godwin Emefiele 17,462,456 0.15%

Sir Samuel Parma Ogoefuna Fortune Ebie* 2,250,361 0.02%

chief Eddy Martins Egwuenu 362,057,000 3.13%

Professor Leonard Fidelis Ozoba Obika* 2,039,500 0.02%

Mr. Babatunde Adeniyi Adejuwon 1,667,833 0.01%

Sir Steve Omojafor 1,070,834 0.01%

Apollos Ikpobe 6,668,750 0.06%

Peter Amangbo 3,750,000 0.03%

Elia Igbin-Akenzua 4,445,211 0.04%

Udom Emmanuel 4,375,000 0.04%

Andy Ojei 4,193,750 0.036%

Aihaji Baba Tela - -

*Mr. Pepple, Mr. Ovia and Professor Obika have interests in Institutional Investors Limited which holds 1,291,610,000 Ordinary shares in the Bank, while Mr. Ovia and Sir Fortune-Ebie have interests in Lurot Burca (Nigeria) Limited which holds 686,307,078 shares in the Bank.

Indebtedness

As at 30 June 2007, the Bank had no outstanding debentures, mortgages, loans, charges or similar indebtedness, other than in the ordinary

course of business. However, the Bank had contingent liabilities in the ordinary course of business amounting to N294.4 billion, which

comprise confirmed credits, bonds and guarantees, and other obligations on behalf of customers.

23

Subsidiaries and Associated Companies

On the date of this Prospectus, the Bank has the following subsidiaries and associated companies.

Subsidiaries ShareholdingZenith Securities Limited 100%

Zenith Registrars Limited (through Staff Prov. Fund) 100%Zenith Pension Custodian Limited 100%Zenith General Insurance Ltd 80%Zenith Bank Ghana 88%Zenith Bank UK 100%Zenith Capital Limited 100%Associated CompaniesVenues Telecom Limited 40%Qubit Spectrum Limited 40%

Claims and Litigation

The Bank is, in its ordinary course of business, presently involved in a total of 27 (twenty-seven) cases.

The said 27 (twenty-seven) cases comprise of, 26 (twenty-six) cases of court of first instance instituted against the Bank as Defendants and 1 (one) appeal lodged against the Bank in connection with one (1) case in which judgment had previously been delivered in favour of the Bank. The Bank had Counter-Claimed in 3 (three) out of the said 27 (twenty-seven) cases.

The total sum being claimed against the Bank in the 26 (twenty-six) cases is approximately N566,456,946.90 (Five Hundred and Sixty-Six Million, Four Hundred and Fifty-Six Thousand, Nine Hundred Forty-Six Naira and Ninety Kobo only) and USD1,000 (One Thousand US Dollars), while the total sum being claimed by the Bank in the 3 (three) cases it had Counter-Claimed is appropriately N203,263,451.60 (Two Hundred and Three Million, Two Hundred and Sixty-Three Thousand, Four Hundred and Fifty-One Naira, Sixty Kobo only).

The Solicitors to the Bank are of the opinion that the possible liability that may accrue to the Bank from the cases pending against the Bank is unlikely to exceed the sum of N75,000,000 (Seventy Five Million Naira only).

The Directors of the bank are of the opion that non of the afore mentioned cases is likely to have any material adverse effect on the Bank and on the contemplated transaction, and are not aware of any other pending and or threatened claims or litigation.

Costs and Expenses

The costs, charges and expenses of the Total Offer including fees payable to the Securities and Exchange Commission, The Nigerian Stock Exchange, the Central Securities Clearing System Limited brokerage, printing and distribution expenses are estimated at N5,185,355,476 representing 4.% of the gross Offer proceeds and are payable by Zenith Bank.

Information on Mergers and Acquisition

As at June 30, 2007 the Company had no plans of any Merger or Acquisition.

Relationship between the Issuer and its Advisers

As at the date of the Prospectus and in compliance with SEC Rule 184(1) as amended, Zenith Capital Limited and Zenith Securities Limited both of whom are acting as, the Lead issuing House/ Financial Adviser and Joint Stockbrokers / Joint Underwriters respectively are subsidiaries of Zenith Bank Plc.

Save as disclosed, there is no other relationship between the Bank and any of its Advisers except in the ordinary course of business.

Off Balance Sheet Item

As at June 30, 2007 the Company had no off Balance Sheet items other than in the ordinary course of business.

Declarations

Except as otherwise disclosed in this Prospectus:

24

(a) No share of Zenith Bank is under option or agreed conditionally or unconditionally to be put under option;

(b) No commissions, discounts, brokerages or other special terms have been granted by Zenith Bank to any person in connection with the

offer or sale of any share of the Bank;

(c) Save as disclosed herein, the Directors of Zenith Bank have not been informed of any holding representing 10% or more of the issued

share capital of the Bank;

(d) There are no founders’, management or deferred shares or any options outstanding in Zenith Bank;

(e) There are no material service agreements between Zenith Bank or any of its Directors and employees other than in the ordinary course of

business;

(f) There are no long term service agreements between Zenith Bank and any of its Directors and employees except Pension Agreements;

(g) No Director of the Bank has had any interest, direct or indirect, in any property purchased or proposed to be purchased by the Bank in the

five years prior to the date of this Prospectus.

(h) No Directors or key management staff of the Bank is or has been involved in any of the following (whether in or outside Nigeria):

A petition under any bankruptcy or insolvency laws filed (and not struck out) against such person or any partnership in which he was a

partner or any company of which he was a director or key personnel or

A conviction in a criminal proceeding or is named subject of pending criminal proceedings relating to fraud or dishonesty or

The subject of any order, judgment or ruling of any court of competent jurisdiction or regulatory body relating to fraud or dishonesty,

restraining him from acting as investment adviser, dealer in securities, director or employee of financial institution and engaging in any type

of business practice or activity.

Material Contracts

The following agreement has been entered into and is considered material to the Offer:

1. A Vending Agreement dated 16 November 2007 by which Zenith Capital Limited, Access Bank Plc, FBN Capital Limited and

IBTC Chartered Bank Plc have agreed to Offer for Subscription 1,763,000,000 Ordinary Shares of 50 kobo each at N38.90 and offer

by way of rights issue 1,654,557,911 Ordinary Shares of 50 kobo each at N36.90 in Zenith Bank Plc.

2. A Underwriting Agreement dated 16 November 2007 by which Access Bank Plc, Afrinvest (W.A) Limited, FBN Capital Limited,

FutureView Financial Services Limited, IBTC Chartered Bank Plc, Vetiva Capital Management Limited, Zenith Capital Limited and

Zenith Securities Limited have agreed to underwrite 80% of the Bank’s Offer for Subscription of 1,763,000,000 Ordinary Shares of

50 kobo each at N38.90 on a firm basis.

Other than as stated above, the Bank has not entered into any material contract except in the ordinary course of business.

25

Consents

The following have given and not withdrawn their written consents to the issue of this Prospectus with their names and reports (where

applicable) included in the form and context in which they appear:

Directors of the Bank: Mr. Macaulay Pepple

Mr. Jim Ovia MFR

Mr. Godwin Emefiele

Mr. Apollos Ikpobe

Mr. Elias Igbin-Akenzua

Mr. Peter Amangbo

Sir. Samuel Parma Ogoefuna Fortune Ebie

Chief Eddy Martins Egwuenu

Prof Leonard Fidelis Ozoba Obika

Mr. Babatunde Adeniyi Adejuwon

Sir. Steve Omojafor

Mr. Andy Ojei

Mr. Udom Emmanuel

Alhaji Baba Tela

Company Secretary: Mr. Michael O. Otu

Financial Adviser/ Lead Issuing House Zenith Capital Limited

Joint Issuing Houses

Access Bank Plc

FBN Capital Limited


Lead Stockbroker Meristem Securities Limited

Joint Stockbrokers Apel Assets & Trust Limited

APT Securities & Funds Limited

Camry Securities Limited

Capital Assets Limited

Clearview Investment and Trust Limited

Falcon Securities Limited

Finmal Finance Services Limited

FutureView Securities Limited

IBTC Asset Management Limited

ICON Stockbrokers Limited

Lambeth Trust & Investment Company Limited

Lead Capital Limited

Marina Securities Limited

Pyramid Securities Limited

Signet Investment & Securities Limited

Strategy & Arbitrage Limited

Tiddo Securities Limited

UNEX Securities and Investment Limited



26

Joint Underwriters Access Bank Plc

Afrinvest (W.A) Limited

First Bank Plc

FutureView Financial Services Limited





Auditors to the Bank PricewaterhouseCoopers

Reporting Accountants Akintola Williams Deloitte

Solicitors to the Bank The Law Union

Solicitors to the Offer Banwo & Ighodalo

Registrars to the Offer Meristem Registrars Limited

Receiving Bankers Access Bank Plc


First Bank Plc

Documents Available for Inspection

Copies of the following documents may be inspected at the offices of Zenith Capital Limited, Plot 87 Ajose Adeogun Street, Victoria Island,

Lagos, Access Bank Plc, 1665 Oyin Jolayemi Street, Victoria Island, Lagos, FBN Capital Limited, 16, Keffi Street, South-West Ikoyi, Lagos

and IBTC Chartered Bank Plc , I.B.T.C Place, Walter Carrington Crescent, Victoria Island, Lagos, during normal business hours on any

weekday (except public holidays), from 6 December, 2007 until 17 January, 2008.

i. Certificate of Incorporation of the Bank;

ii. Certified copy of Memorandum and Articles of Association of the Bank;

iii. Certified copy of resolution of the shareholders passed at the AGM of August 22, 2007 authorizing the Offer

iv. Certified copy of Resolution of the Board recommending the Offer

v. Certified copy of Certificate of Increase in share capital;

vi. Certified copy of CAC Form CO7

vii. The Prospectus and Abridged Prospectus issued in respect of the Offer;

viii. The audited financial statements of the Bank for each of the five years ended 30 June 2007, 2006, 2005, 2004 and 2003;

ix. The Report of Akintola Williams Deloitte, Reporting Accountants, on the audited financial statements of the Bank for the five

years ended 30 June 2003,2004,2005,2006 and 2007;

x. The Report of Akintola Williams Deloitte, Reporting Accountants, on the Profit Forecast of the Bank for the years ending 30

June 2008, 2009 and 2010;

xi. The list of outstanding claims and litigation referred to in (7) above;

xii. The material contract referred to above; and

xiii. The written consents referred to above.

xiv. A copy of the letter from SEC approving the Offer

xv. A copy of the letter from the Nigerian Stock Exchange approving the listing

27

1. APPLICATION 1.1 The general investing public is hereby invited to apply for the shares through any of the Receiving Agents listed on Page 28.

1.2 Applications for the shares must be made in accordance with the instructions set out at the back of the application form. Care must be

taken to follow these instructions, as applications which do not comply will be rejected.

1.3 The Application List for the shares will be open from 6 December, 2007 to 17 January, 2008. Applications must be for a minimum of

1,000 shares and in multiples of 100 thereafter. The number of shares for which an application is made and the value of the cheque or

bank draft attached should be entered in the boxes provided.

1.4 A single applicant (corporate or individual) should sign the declaration and write his/her full names, address, daytime telephone number

and occupation under the space provided at the top for “INDIVIDUAL/CORPORATE APPLICANT”. The lower portion under “JOINT

APPLICANT” should be used by joint applicants. A corporate applicant should affix its seal in the third box provided at the bottom right

hand side and state its Incorporation (RC) Number or in the case of a corporate foreign subscriber its appropriate identification number in

the jurisdiction in which it was constituted.

1.5 Each application should be forwarded together with the cheque or bank draft for the full amount of the purchase price to any of the

Receiving Agents listed on Page 28. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent

is located and crossed “Zenith Bank OFFER” with the name, address and daytime telephone number of the applicant written on the back.

All transfer charges to Lagos, if any, must be paid by the applicant and no application will be accepted unless this has been done. All

cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected

and returned through registered post.

2. ALLOTMENT

Zenith Capital Limited, Access Bank Plc, FBN Capital Limited, IBTC Chartered Bank Plc and the Directors of Zenith Bank Plc reserve the

right to accept or reject any application in whole or in part. All irregular or suspected multiple applications will be rejected.

3. SHARE CERTIFICATE

Share certificates in respect of the shares allotted will be sent by electronic transfer to CSCS accounts of allotees not later than 15 working

days from the date of allotment. Investors are hereby advised to state the name of their stockbroker as well as their CSCS account number in

the space provided on the application form. However, investors without CSCS account numbers will receive their certificates by registered

post not later than 15 working days from the date of the allotment.

4. APPLICATION MONIES

All application moneys will be retained in a separate interest yielding bank account by the Receiving Bankers pending allotment. If any

application is not accepted, or is accepted for fewer shares than the number applied for, a crossed cheque for the full amount or the balance of

the amount paid (as the case may be) will be returned together with accrued interest by registered post within 5 working days of allotment.

28

RECEIVING AGENTS Completed Application Forms for which cash or bank drafts/ cheques for the full amount payable may be submitted to any of the following receiving Agents duly registered as market operators by SEC, to whom brokerage will be paid at the rate of 75 kobo per N100 worth of shares allotted in respect of applications bearing their stamps The Joint Issuing Houses cannot accept responsibility for the conduct of any of the institutions listed below. Investors are therefore advised to conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgment of funds at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by either of the Issuing Houses, cannot give rise to a liability on the part of the Issuing Houses under any circumstances.

BANKS Access Bank Plc First Bank of Nigeria Plc Nigerian International Bank Limited (Citigroup) Standard Chartered Bank Limited

Afribank Nigeria Plc First City Monument Bank Plc Oceanic Bank International Plc Sterling Bank Plc Union Bank of Nigeria Plc

Diamond Bank Plc First Inland Bank Plc Platinum Habib bank Plc United Bank for Africa Eco Bank Plc Guaranty Trust Bank Plc Skye Bank Plc Unity Bank Plc

Equitorial Trust Bank Plc Intercontinental Bank Plc Spring Bank Plc Wema Bank Plc Fidelity Bank Plc IBTC Chartered Bank Plc Stanbic Bank Limited Zenith Bank Plc

STOCKBROKERS AND OTHERS

AAA Stockbrokers Limited Emerging Capital Ltd Lead Capital Ltd Royal Crest Finance Limited

Adamawa Securities Limited. Empire Securities Limited Lighthouse Capital Asset Management Ltd Santrust Securities Ltd

Adonai Stockbrokers Ltd. Enterprise Stockbroker Plc. Lion Stockbrokers Limited Securities Solution Ltd

AIL Securities Limited ESL Securities Limited Maclaize Trust & Securities Limited Securities Trading & Invest. Ltd

Alangrange Sec. Ltd ESS Investment & Trust Limited Mainland Trust Limited Security Transaction & Trust Company Ltd

Alliance Capital Mgt. Co. Ltd Eurocomm Securities Limited Maninvest Securities Limited Security Swaps Limited

Altrade Securities Limited Excel Securities Limited Marimpex Finance & Investment Limited Sherlong Investment Limited

AMYN Investment Limited Express Portfolio Services Ltd. Marina Securities Limited Sigma Securities Ltd

Anchoria Inv. & Sec. Ltd. F & C Securities Limited Maven Asset Management Ltd Signet Investments Sec. Ltd.

Apel Asset & Trust Ltd Falcon Securities Limited Maxifund Invest & Sec. Ltd. SMADAC Securities Ltd.

APT Sec. & Funds Limited FBN Capital Limited Mayfield Investment Limited Solid Rock Sec. & Inv. Limited

Associated Asset Managers Ltd Finmal Finance Services Limited MBC Securities Limited Spring Stockbrokers Limited

Atlass Portfolio Ltd First AlStates Securities Limited MBL Financial Services Ltd Springboard Trust & Inv. Ltd.

Belfry Invest. & Sec. Limited First Equity Sec. Limited Mega Equities Limited Stanbic Equities Nig. Limited

Best Link Investment Limited First Inland Sec. & Asset Mgt. Ltd Mercov Securities Limited Stanwal Securities Ltd

Bestwoth Asset & Trust Limited First Stockbrokers Limited Meristem Securities Ltd Strategy & Arbitrage ltd

BFCL Assets & Sec. Ltd. FIS Securities Limited Metropolitant Trust Nigeria Ltd Summa Guaranty & trust Co Ltd

BGL Securities Limited Foresight Sec. Inv. Limited Midas Stockbrokers Limited Summit Finance Co. Ltd.

BSD Securities Limited Forte Asset Management Limited Midland Capital Markets Limited Supra Commercial Trust Ltd

Bytofel Trust & Securities Ltd Forthright Sec. & Inv. Limited Mission Securities Limited TFS Securities & Inv. Co. Ltd

Cashcraft Securities Ltd Fountain Securities Limited Molten Trust Ltd Tiddo Securities Limited

Calyx Securities Limited FSDH Securities Ltd Mountain Inv. & Sec. Limited Tomil Trust Ltd

Camry Securities Ltd Future View Financial Services Limited Networth Securities & Finance Ltd. Topmost Securities Ltd

Capital Asset Limited Genesis Securities Limited Newdevco Invest. & Sec. Ltd Tower Assets Mgt. Limited

Capital Bancorp Limited. Gidauniya Inv. & Sec. Ltd. Nigerian International Sec. Ltd. Tower Securities & Investment Co. Ltd

Capital Express Sec. Limited Global Assets Mgt (Nig) Ltd Nigerian Stockbrokers Ltd. Traders Trust & Investment Co. Ltd

Capital Trust Brokers Ltd. Golden Securities Ltd. Omas Inv. & Trust Limited Trans Africa Financial Services Ltd

Calyx Securities Limited Greenwich Trust Limited Options Securities Limited Transworld Investment & Securities Ltd

Centre Point Investment Limited GTI Capital Limited P.S.I. Securities Limited Tropics Securities Limited

Century Securities Limited Heartbeat Investments Ltd. Partnership Investment Company Ltd Trust Yeild Securities Limited Chapel Hill Advisory Partners Limited Hedge Sec. & Inv. Co. Ltd Peninsula Asset Management & Investment Company Ltd Trusthouse Investment Ltd. Citi Investment Capital Limited Horizon Stockbrokers Ltd. Perfecta Investment Trust Ltd TRW Stockbrokers Limited City-Code Trust & Investment Company Ltd IBTC Asset Management Ltd Pilot Securities Ltd. UBA Stockbrokers Ltd Cordross Capital Limited ICMG Securities Limited Pinefields Inv. Serv. Limited UIDC Securities Ltd

Compass Investment & Securities Ltd ICON Stockbrokers Limited. Premium Securities Ltd UNEX Sec. & Inv. Limited

Consolidated Investment Limited Ideal Securities & Investment Limited Professional Stockbrokers Ltd Union Capital Markets Ltd

Cooper Fleming Stockbrokers Limited Independent Securities Ltd. Pivot Trust & Investment Ltd Valmon Securities Ltd

Core-Trust & Investment Limited Intercontinental Sec. Limited Profund Securities Limited Valueline Sec. & Inv. Limited

Counters Trust Securities Limited Integrated Trust & Investment Ltd PSL Securities Ltd Vetiva Capital Management Limited

Cowry Asset Management Ltd International Standard Sec. Ltd. Pyramid Securities Ltd Vision Trust & Inv. Limited

Crossworld Securities Ltd. Interstate Securities Ltd Quantum Securities Ltd Viva Securities Ltd

CSL Stockbrokers Limited Investment Centre Ltd (ICL) Reading Investments Ltd Wizetrade Capital Asset & Mgt. Ltd

Davandy Finance & securities Limited Investment Masters & trust Limited Regency Assets Mgt. Ltd. WSTC Financial Services

De-Canon Investment Ltd. Jenkins Investment Limited Resano Securities Limited Yobe Investment & Sec. Ltd

De-Lords Securities Limited Kapital Care Trust & Sec. Ltd Resort Securities & Trust Ltd. Zenith Securities Limited

Denham Management Limited Kinley Securities Limited Reward Inv. & Sec. Ltd.

Dependable Securities Ltd. Kundila Finance Services Limited Rivtrust Securities Limited

Dynamic Portfolio Limited Lambeth Trust & Inv. Co. Ltd Rolex Securities Limited

EBN Securities Ltd. LB Securities Limited Rostrum Inv. & Inv. Sec. Ltd

29

Zen ith Bank Plc

31

Applications must be made in accordance with the instructions set out on the back of this Application Form. Care must be taken to follow these instructions as applications that do not comply may be rejected.

1. Applications should be made only on the Application Form or Photostat or scanned copies of the

Application Form. 2. Applications must not be for less than the minimum number of shares stated on the Application

Form. Applications for more than the minimum number of shares must be in the multiples stated on the Application Form. The number of ordinary shares for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided.

3. The Application Form when completed should be lodged with any of the Receiving Agents listed on

Page 28. Applications must be accompanied by a cheque or bank draft made payable to the Receiving Agent to whom the application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed “Zenith Bank OFFER” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.

4. The applicant should make only one application, whether in his own name or in the name of a

nominee. Multiple or suspected multiple applications will be rejected. 5. Joint applicants must all sign the Application Form. 6. An application from a group of individuals should be made in the names of those individuals with no

mention of the name of the group. An application by a firm which is not registered under the Companies and Allied Matters Act 1990 should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned.

7. An application from a corporate body must bear the corporate body’s seal and be completed under

the hand of a duly authorised official. 8. An application from a pension or provident fund must be in the name of each individual trustee

unless the trustee is a limited liability company. 9. An application by an illiterate should bear his right thumb print on the Application Form and be

witnessed by an official of the Bank or stockbroker at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression.

10. The applicant should not print his signature. If he is unable to sign in the normal manner he should

be treated for the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.