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TABLE OF CONTENTS

1. About WEMA BANK Plc slide 4

2. Financial Highlights slide 9

3. The Offer slide 14

4. Key Investment Considerations slide 17

5. Outlook and Strategy slide 19

6. Key Contacts slide 25

Sections

About WEMA Bank Plc

Section 1

4

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

offered 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

1.7mnCUSTOMER 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

5

Board Of Directors

6

Experienced Management Team

Godwin Ehigiamusoe- MD/CEO

Segun Oloketuyi

(MD/CEO)

− Consumate banker with several years of

banking and managerial experience.

− Until his appointment, he was an Executive

Director, Skye Bank Plc with the

responsibility for business development

across Lagos and South-West directorates

of the bank.

− He is an alumni of Lagos business school

and a fellow of the Institute of Chartered

Accountants of Nigeria (ICAN)

Ademola Adebise

(DMD)

− Experienced banker with over 28 years’

experience inclusive of 4 years in management

consulting).

− He has worked in various capacities in

Information Technology, Financial Control &

Strategic Planning, Treasury, Corporate Banking,

Risk Management and Performance

Management

− He is an alumni of Lagos business school and a

fellow of the Institute of Chartered Accountants

of Nigeria (ICAN)

Moruf Oseni

(Executive Director)

− Executive Director of the Retail & North

Directorate on the board of Wema Bank Plc.

with responsibility for the Retail & SME

business, E-business & Payments

− 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.

− He is an alumni of Insead (France) and

London business school

Folake Sanu

(Executive Director)

Oluwole Ajimisinmi

(Company Secretary)

− Astute finance professional and banker of

repute with over 32years working experience in

banking, professional accounting and auditing

practice

− 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.

− She is an alumni of London Business school and

a fellow of the Institute of Chartered

Accountants of Nigeria (ICAN

− Legal professional who bears the oversight

responsibility of proffering opinions on all legal

related issues including

− 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..

− 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)

− Experienced banker with over 20 years of cognate

experience

− He is responsible for co-ordinating Business

Development Activities in the South-West Region

of Wema Bank.

− Prior to his board appointment, Wole was group

head of Stanbic IBTC’s business development

− He is an alumni of Obafemi Awolowo university

and a fellow of the institute of Chartered

Accountants of Nigeria (ICAN)

7

Recent History and Key Milestones

Financial Highlights

Section 2

9

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

incomeN5.01bn 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

expensesN11.97bn 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%

0

50

100

150

200

250

2015FY 2016FY H1'2017

N'b

n

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

Term47%

Savings22%

Current31%

Deposit Mix FY'2017

Term56%

Savings17%

Current27%

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

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

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

of 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

Outlook and Strategy

Section 5

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Our Strategic Intent

EXPERTISE EXCELLENCE EFFICIENCY

Innovationand

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

objective, bordering on our 3Es:

Expertise, Excellence and Efficiency

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EXPERTISE

• Grow deposit volume through Retail and Digital Partnerships.

o Additional 120,000 retail accounts opened between Jan. – Jun. 2017.

o Deposit volumes declined by N20billion in a bid to reprice balance sheet.

o 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

o 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.

o 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

o ATM deployment increased by 2.59% from Jan – Jun. 2017 to 277.

o POS machines increased by 1.45% (Jan –Jun. 2017) to 5588

o Number of active cards increased by 55.46% to over 350k.

o Subscribers & transaction volume on USSD platform (945#) increased by 73.82% & 240.60%

from Jan. – Jun. 2017 respectively.

o Total of 2,517 merchants enrolled on mCASH

o Agency banking fully embedded into business model.

• Improving operational efficiency through increasing use of technology in processes

o OPEX increased by 5.02% (Y-o-Y) in H1’2017 and below June inflation rate of 16.10%.

o Cost to income ratio at 89.30%; a decline of 0.47% from H1’2016.

o 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

9app 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

41,360transactions executed totaling N850M

26,737Accounts opened

N251,089,418.77

Total balance across all accounts.

2,967savings goals created across 1,762customers with a total of N100.3 million

010110

101100

101011

011000

MOREpartnership engagements underway

N N N

Upcoming Features

QR PaymentsRecurring bill

paymentsForeign 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.

Retail Penetration(Personal Accounts – share of

Deposit)

2016FY

12.54%2017E

15%COMMENTS

Improved retail volumes from campus

storms, the alliance with Telcos &

Fintechs, mobile and digital banking

(ALAT)

Loan Growth

2016FY

22.31%2017E

1%-2%COMMENTS

Loan growth to slow as we monitor the

domestic environment.

Growth in Non-interest

Income

2016FY

19%2017E

15%COMMENTS

Increased fee income driven by

transaction turnover and retail volumes.

Cost-to Income Ratio

2016FY

88.33%2017E

80%COMMENTS

Impact of further process improvements

and growth in top line revenue.

Net Interest Margin

2016FY

5%2017E

6.5%-7.0%COMMENTS

Benefits from improving deposit mix

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Risk Management Outlook

Risk Management remains at the core of our business model

Continuing Challenges in the Oil

and Gas Sector

Exchange Risk and Trade Finance

opportunities

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

of operational risks and we continue to ensure

these areas of 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

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 other than your officers, 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

outline 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 or any other written or oral

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

or 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 1382Email: 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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Thank You