FCMB Group Plc gives notice of Extraordinary General Meeting over ₦340 billion capital raise

FCMB Group Plc (NGX: FCMB) has given notice that an Extraordinary General Meeting (EGM) of the Shareholders of FCMB Group Plc will be held virtually at 10.00 a.m. on Monday, December 8th, 2025, over the company’s ongoing ₦340 billion capital raising exercise.

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The primary business to be transacted at the EGM by the shareholders will be to increase the Group’s capital raise limit from up to ₦340,000,000,000 (Three Hundred and Forty Billion Naira) to up to ₦370,000,000,000 (Three Hundred and Seventy Billion Naira).

In an explanatory note to Shareholders of the company accompanying the EGM notice, the Banking Group explained that to address the anticipated oversubscription of the 2025 Public Offer and to achieve the execution of the Group’s capital raise plan, the Group’s capital raise limit will be increased rom up to ₦340,000,000,000 to up to ₦370,000,000,000 to fully address the capital needs of FCMB Limited in line with CBN’s revised capital requirements.

In March 2024, the Central Bank of Nigeria (CBN) announced an upward review of the minimum capital requirements for banks in Nigeria, which
impacts the Group’s flagship banking subsidiary, First City Monument Bank Limited (FCMB Limited or the Bank), a Nigerian bank with an international license.

For commercial banks with international authorisation, the minimum capital is now ₦500 billion. Commercial banks with national authorisation will require a minimum capital of ₦200 billion, while those with regional authorization will require ₦50 billion.

At the EGM, shareholders will be asked to consider, and if though fit, pass the following ordinary resolutions:

That the Company be and is hereby authorised to increase its capital raise limit from up to ₦340,000,000,000 (Three Hundred and Forty Billion Naira) to up to ₦370,000,000,000 (Three Hundred and Seventy Billion Naira) or its equivalent in such other currency as the Board of Directors of the Company (the Board) may decide, through the issuance of securities comprising ordinary shares, preference shares, convertible or non-convertible notes and/or loans, notes, bonds or any other instruments, in the Nigerian and/or international capital markets, either as a standalone issue(s) or by the establishment of capital raising programme(s), whether by way of public offerings, private placements, rights issues and/or such other transaction modes, at such price(s), coupon or interest rates determined through book building or any other acceptable valuation method or combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions, as may be determined by the Board, subject to obtaining the requisite approvals of the relevant regulatory authorities.
That as part of the ongoing capital raising exercise, the Company be and is hereby authorized to accept oversubscriptions from the 2025 public offer of the Company’s Shares and offer additional
shares up to the limit prescribed by the Securities & Exchange Commission and subject to obtaining relevant regulatory approvals.
That the issued share capital of the Company be and is hereby increased from ₦30,002,169,782.50 (Thirty Billion, Two Million, One Hundred and Sixty Nine Thousand, Seven Hundred and Eighty Two Naira, Fifty Kobo) divided into 60,004,339,565 (Sixty Billion, Four Million, Three Hundred and Thirty Nine Thousand, Five Hundred and Sixty Five) ordinary shares of 50 (Fifty) kobo each by the creation and addition of the number of ordinary shares that will be required to give effect to Resolution 1 above.
That the Board be and is hereby authorised to (a) pass the relevant resolutions increasing the Company’s issued share capital by the specific number of new ordinary shares required for the
capital raise; and (b) allot such number of new ordinary shares to relevant investors upon completion of the capital raising exercise.
That the new ordinary shares referred to in Resolutions 3 and 4 above shall rank pari passu in all respects with the existing ordinary shares of the Company.
That pursuant to Resolution (4) above, the Board be and is hereby authorized to amend Clause 6 of the Company’s Memorandum of Association to reflect the new issued share capital.
That the Board be and is hereby authorised to take such further action and do such further things as may be required to give effect to the above resolutions, including but not limited to obtaining the
approvals of the relevant regulatory authorities, including the Central Bank of Nigeria, the Securities and Exchange Commission, and Nigerian Exchange Limited as well as complying with the
requirements of the Corporate Affairs Commission (CAC) and the directive(s) of any relevant regulatory authority.
That any two (2) Directors of the Company acting together or any Director and the Company Secretary acting together or as may be approved by the Board be and are hereby authorised to, on
behalf of the Company, sign, execute and/or dispatch all documents and notices.
That the Company Secretary be and is hereby authorised to do all things necessary for, and/or incidental to, giving effect to the above resolutions, including without limitation, filing the relevant
returns at the CAC.