GTBank Notice of Issuer Substitution

By Dipo Olowookere

NOTICE 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)

Notice is hereby given to the holders of the U.S.$400,000,000 6.0 per cent. Notes due 2018 (the “Notes”) issued by GTB Finance B.V. (the “Original Issuer”), unconditionally and irrevocably guaranteed by Guaranty Trust Bank plc (the “Bank”) that the Bank intends that, 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 to be dated as of April 24, 2017 between the Trustee, the Original Issuer and the Bank,

with effect on and from April 24, 2017, the Bank will succeed to, and be substituted for and may then 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.

Enquiries:

Golden Nwaiwu, Head, Investor Relations

[email protected]                                                 +234-1-4484156

Oyinade Adegite, Head, Communications & External Affairs

+234-1-2715227

[email protected]