Notice of meeting Ecobank by alicejenny

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									        24th Annual General
        Meeting and
        an Extraordinary
        General Meeting
        15 June 2012
        The Conference Centre
        Ecobank Pan African Centre
        2365 Boulevard du Mono
        Lomé – Togo




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        Notice of Meeting

        Notice is hereby given that the twenty fourth Annual General Meeting and an Extraordinary General Meeting
        of Ecobank Transnational Incorporated will be held at The Conference Centre, Ecobank Pan African Centre,
        2365 Boulevard du Mono, Lomé, Togo, on Friday, 15 June 2012 at 10.30am to transact the following business:


        I – Annual General Meeting
        1. Approval of the Accounts
        2.	 Appropriation	of	the	Profits	
        3. Re-election of Directors
        4.	 Ratification	of	the	Co-option	of	Directors
        5. Re-appointment of the Joint Auditors


        II – Extraordinary General Meeting
        1. Amendment of the Company’s Articles of Association

        A member entitled to attend and vote at the Meeting is entitled to appoint one proxy to attend and vote
        on his / her behalf.

        A proxy form is attached herewith which should be completed and faxed, sent to or deposited
        at	the	Registered	Office,	Ecobank	Transnational	Incorporated,	2365	Boulevard	du	Mono,	B.P.	3261	Lomé,	Togo,	
        Fax (228) 22 21 51 19.

        All relevant documents in connection with the Meeting are available to all shareholders from the date of this notice at
        the	Registered	Office	of	the	Company	at	the	address	above	as	well	as	on	the	Company’s	website	(www.ecobank.com).	

        Dated this 3rd day of April 2012
        By Order of the Board of Directors,




        Morgan Fianko Asiedu,
        Company Secretary




        Your vote is important: We urge you to complete, sign, date and promptly return your Proxy Form by post or fax to
        the	Registered	Office,	whether	or	not	you	plan	to	attend	the	Annual	General	Meeting.	




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        Draft Resolutions

        I – General Meeting Ordinary Resolutions

        1. Approval of the Accounts
        The	General	Meeting	approves,	without	any	reservation,	the	accounts	of	the	Company	for	the	financial	year	ended	
        on 31 December 2011. The General Meeting discharges the Directors and the Auditors from all liabilities in relation
        to	any	act	or	action	performed	by	them	with	respect	to	the	affairs	of	the	Company	for	the	financial	year	ended	
        31 December 2011.

        2.	 Appropriation	of	the	Profits	
        The General Meeting approves the payment of dividend to shareholders registered on the closure of the Company’s
        share register in accordance with the rules of the stock exchanges on which the Company’s shares are listed
        and	accordingly	approves	the	appropriation	of	the	Company’s	profits	for	the	year	ended	31	December	2011	
        of USD 72.4 million; and as follows:

        	 Profit	after	tax:                 USD 72.4 million
            Special reserves                USD 10.9 million
            Profit	distributable            USD 61.5 million
            Total dividend:                 USD 55.6 million
                                            (being 0.4 cents per share)
            Retained earnings:              USD 5.9 million

        3. Re–election of Directors
        The	General	Meeting	notes	that	Mr.	Albert	Essien	and	Mrs.	Evelyne	Tall	have	completed	their	terms	of	office	and	
        renews their mandates for another 3 years ending on the day of the General Meeting that will approve the accounts
        for	the	2014	financial	year.

        4.	 Ratification	of	the	Co–option	of	Directors
        The	General	Meeting	notes	and	ratifies	the	co-option	of	Messrs	Sena	Agbayissah	and	Bashir	Mamman	Ifo	as	Directors	
        for a term of three years ending on the day of the General Meeting that will approve the accounts for the 2014
        financial	year.

        5. Re–appointment of the Joint Auditors
        The General Meeting hereby renews the appointment of the Joint Auditors, PricewaterhouseCoopers Abidjan,
        Côte d’Ivoire, and PricewaterhouseCoopers Lagos, Nigeria, for a term of one year ending on the day of
        the	Annual	General	Meeting	that	will	approve	the	accounts	for	the	2012	financial	year.	The	General	Meeting	
        authorizes	the	Board	of	Directors	to	fix	the	remuneration	of	the	Joint	Auditors.




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        Draft Resolutions (continued)

        II – Extraordinary General Meeting Special Resolutions

        Amendment of the Company’s Articles of Association
        i. Further to the authorization granted by the Extraordinary General Meeting held on 28 September 2011 that
           Preference Shares could be issued as part of the capital raising exercise of the Company and the issuance of
           Preference Shares to the Asset Management Corporation of Nigeria Limited and other pre-acquisition shareholders
           of Oceanic Bank International Plc by the directors, the General Meeting resolves that the Company’s Articles of
           Association	be	amended	to	reflect	the	increase	of	the	authorized	capital	and	the	existence	of	Preference	Shares	
           as follows:

            That Article 6.1 be deleted it its entirety and replaced with the following:

            Article 6.1: The Authorized Capital of the Company is $1,276,664,511.95 in the currency of the United States
            of America divided into 50,000,000,000 ordinary shares of 2.5 US cents each and 1,066,580,478 participating,
            convertible, cumulative, redeemable, preference shares (“Preference Shares”) of 2.5 US cents each.
            The ordinary shares and the Preference Shares shall have the same rights and privileges and shall rank pari passu
            in all respects save as is set out in Article 8.11.

        ii. That a new Article 8.11 be inserted as follows:

            Article 8.11: The Preference Shares shall have the following features:

               Issue: The Preference Shares shall be issued in totality to the Asset Management Corporation of Nigeria Limited
               (AMCON) and other pre-acquisition shareholders of Oceanic Bank International Plc (Oceanic Bank) pro rata to their
               shareholding in Oceanic Bank.

               Non-voting shares: The Preference Shares shall carry no voting rights.

               Listing: The Preference Shares shall not be listed.

               Dividend: The holders of Preference Shares shall be entitled to a dividend of 4% of the issue price, or the
               dividend payable on the ordinary shares of the Company whichever is higher payable if and when declared
               by the Board of Directors of the Company.

               Liquidation preference: In the event of liquidation, dissolution or winding up of the Company, the holders of
               Preference Shares shall enjoy priority of repayment before the holders of ordinary shares and shall receive,
               an amount payable in cash equal to the issue price plus any dividend that has not been declared or that has
               been declared but which remains unpaid.

               Conversion: The holders of Preference Shares shall have the option at any time between the third anniversary
               of	the	issue	date	and	the	fifth	anniversary	thereof,	to	convert	at	the	rate	of	0.76923	ordinary	share	to	each	
               Preference Share all or part of such Preference Shares into ordinary shares of the Company, such ordinary shares
               to rank pari passu with, and have the same rights as, all other ordinary shares of the Company.

               Redemption:	The	Company	shall	have	the	option	at	any	time	after	the	fifth	anniversary	of	the	issue	date,	
               to redeem the Preference Shares to ordinary shares at a premium of 6% to the issue price per Preference Share
               if not converted earlier.

        iii. That Article 23.1 be deleted it its entirety and replaced with the following:

            Article 23.1: Directors of the Company shall be elected by ordinary resolution of the General Meeting or as provided
            for under Article 26 paragraph 6. Unless otherwise determined by the Company by ordinary resolution, the number
            of	Directors	shall	not	be	less	than	five	or	more	than	twenty.




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        Résumé of Proposed Directors

        Sena Agbayissah
        Born	on	15	March	1963,	Mr.	Sena	Agbayissah	is	a	qualified	French	lawyer.	He	is	a	partner	at	the	Law	Firm	Hughes	
        Hubbard	&	Reed	LLP	in	Paris,	France.	He	began	his	career	at	Landwell	(Pricewaterhouse),	where	he	became	a	partner	
        in	1999.	His	experience	includes:	project	financing,	drafting	documentation	relating	to	financial	and	banking	
        transactions,	structured	financing,	derivatives,	advising	banks	and	other	financial	institutions	regarding	the	launch	of	
        new	products	or	services,	banking	and	financial	regulations	and	restructuring	of	major	groups	or	financial	institutions.	

        Sena Agbayissah is also involved in the stock markets (drafting documentation in connection with the issuance
        of	securities).	His	main	clients	are	French	and	international	banks,	financial	institutions	and	French	groups.	
        Sena	Agbayissah	is	also	very	active	in	the	carbon	trading	activity.	His	department	participated	in	the	creation	
        of	the	European	Carbon	Fund,	Powernext	Carbon	and	regularly	assists	industries	and	financial	institutions	on	
        carbon trading matters.

        He	is	a	member	of	the	Board	of	Directors	of	the	European	Association	for	Banking	and	Financial	Law	(AEDBF).	

        He	is	a	lecturer	in	financial	law	at	Rennes	University	for	DJCE	(Diplôme	de	Juriste	Conseil	d’Entreprise)	students,	
        at Montpellier University and at Paris XI University. Mr. Agbayissah holds a D.E.A. (Diploma of advanced studies
        in private law), University Paris XI, a “DJCE” and “DESS” (Postgraduate Degree in Business Law), University of Rennes
        and	an	advanced	Diploma	in	taxation	(“Certificat	d’Etudes	Supérieures”),	University	of	Montpellier.


        Bashir Mamman Ifo
        Born on 20 January 1959, and with a total of about thirty (30) years’ experience in both the Public and Private Sectors,
        Mr. Bashir M. Ifo is the current President of the ECOWAS Bank for Investment and Development (EBID), Lomé, Togo.
        He	was	appointed	to	this	position	on	10	October	2011.	

        Between 1995 and 2011 he held several senior management positions in EBID (formerly known as the ECOWAS Fund
        for	Cooperation,	Compensation	and	Development).	These	include	Head	of	Financial	Operations	Division,	
        Director	of	Treasury	Department,	Head	of	Finance	and	Administration	Department,	Acting	Managing	Director	
        of the former ECOWAS Regional Investment Bank (ERIB) and Vice-President for Finance and Corporate Services.

        From	1982	to	1995,	Mr.	Ifo	worked	with	both	the	Public	and	Private	Sectors	in	Nigeria.	He	holds	a	Bachelor’s	degree	
        in Business Administration (Banking and Finance) and an MBA (Finance), both obtained from the Ahmadu Bello
        University, Zaria, Nigeria.




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        Notes




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        Proxy Form

        I / We                                                                                         (Name in block letters)

        of                                                                                          (Address in block letters)

        (a) member (s) of Ecobank Transnational Incorporated

        do hereby appoint                                                      of

        or failing him / her, the Chairman of the Meeting as my / our proxy to attend, speak and vote on my / our behalf at
        the Annual General Meeting and an Extraordinary General Meeting of members to be held at The Conference Centre,
        Ecobank Pan African Centre, 2365 Boulevard du Mono, Lomé, Togo, on Friday, 15 June 2012 at 10.30am and
        at any adjournment thereof, and to vote or abstain from voting as indicated overleaf on the resolutions to be
        proposed at the Meetings.

        Date:                                                     Signature:

        If you so desire, please indicate below how you wish your proxy to vote.


          General Meeting Ordinary Resolutions                                      For      Against             Abstain

          1. Adoption of 2011 Accounts

          2. Appropriation	of	the	Profits

          3. Re-election of Directors
             a) Mr. Albert Essien
             b) Mrs. Evelyne Tall

          4.	Ratification	of	the	Co-option	of	Directors
             a) Mr. Sena Agbayissah
             b) Mr. Bashir Mamman Ifo

          5. Re-appointment of the Joint Auditors

          Extraordinary General Meeting Special Resolution                          For      Against             Abstain

          1. Amendment of the Company’s Articles of Association


        Date:                                                     Signature:



        If executed by a body Corporate, this Proxy Form should bear the Common seal of the body Corporate and
        the	signature	of	(a)	duly	authorized	officer(s).

        To	be	valid,	this	Proxy	Form	must	be	filled	up,	signed	and	lodged	at	the	Registered	Office	of	this	Company,	
        2365 Boulevard du Mono, B.P 3261 Lomé, Togo, Fax (228) 22 21 51 19 not later than 5pm on the day preceding
        the meeting date or presented at the meeting place prior to commencement of the meeting.




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        Ecobank Transnational Incorporated
        2365, Boulevard du Mono
        B.P. 3261, Lomé – Togo
        www.ecobank.com




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