WHISTLE BLOWING POLICY

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2 TABLE OF CONTENTS 1. Introduction Whistle Blowing Matters Whistle Blowing Procedures Whistle Blowing Contact Details P age

3 1. INTRODUCTION The Management of the bank has a duty to conduct the bank s affairs in a responsible and transparent manner and to take into account legal and regulatory requirements under which the bank operates. The Board of the bank is also committed to the principle of good corporate management and behavior as enunciated in the CBN code of corporate governance for banks. One of the several ways a breach of regulatory requirements and staff misconduct can be addressed is through a whistle blowing by programme. As such, the whistle blowing procedures of the bank are designed to assist in investigating, and where appropriate, acting upon a complaint by any person or persons within the bank about violations of code of good corporate governance and regulatory requirements, whether in respect of the bank itself or about an individual or individuals. 2. WHISTLE BLOWING MATTERS As a matter of policy, whistle blowing is encouraged within the bank at every level of staff and Management. Any of the following matters against the bank or staff can be brought up for investigation: 1. Any type of fraud 2. Rendition of false returns 3. Falsification of records 4. Forgery (use of false certificates, false declaration of age, etc) 5. Endangering health or safety of the environment 6. Commission of offence by FCMB, officers/staff 7. Obstruction of internal/external regulators & auditors 8. Leakage of confidential data 9. Bribery and corruption 10. Stealing/ theft of FCMB assets/customer funds 11. Abuse of authority 12. Sexual harassment 13. Insider Abuse 14. Concealment of any malpractice 15. Breach of Code of Corporate Governance for Banks in Nigeria 3. WHISTLE BLOWING PROCEDURES 1. All bank employees will be provided with a KPMG Ethics hotline/hotmail/hotfax, a service provided by the Forensic Unit of KPMG. The Ethics Line provides an avenue for employees to confidentially and anonymously report all incidents relating to the various categories of unethical conduct 2. All reports will be transcribed unto call sheet memoranda and transmitted to designated officers within FCMB for further action. 3. Reports of any allegation relating to fraud, theft of company asset and human resource related matters (e.g. sexual harassment) shall be submitted to the Managing Director, 3 P age

4 Company Secretary/ Group Legal Counsel, Chief Compliance Officer and Chief Inspector/ Head of Internal Audit. 4. Whistle blowing matters relating to breach of the Code of Corporate Governance for Banks in Nigeria and other types of unethical conducts shall be reported to the Chairman of the Board, Managing Director, Group Head, Enterprise Management and Chief Compliance Officer. 5. Where the matter relates to a report against a Director (excluding the MD), irrespective of the type of incident, it shall be reported to the Chairman of the Board, Managing Director and Company Secretary/ Group Legal Counsel. 6. If the allegation is against the Managing Director, irrespective of the type of incident, it shall be conveyed to the Chairman of the Board and the Company Secretary/ Group Legal Counsel. 7. In general, every call sheet memorandum is copied to the Chief Compliance Officer for report rendition purposes. 8. Whistle blowers are not required or obliged to disclose their identities to FCMB and/or KPMG when reporting incidents through the KPMG Ethics Line. In the event of the whistle blower willfully disclosing his/her identity, it shall remain undisclosed until the complainant provides written consent to KPMG. These measures are necessary in order to maintain the confidentiality and anonymity of the whistle blowers. 9. Provided the allegation has been made lawfully without malice, the employment position of the person making it will not be adversely affected. It is the responsibility of Executive Management to ensure that Whistle blowers are protected from victimisation. 10. The person or persons against whom the allegation is made shall be informed of the allegation and the evidence supporting it and must be allowed to comment in writing before investigation is concluded. 11. If on preliminary investigation, the allegation is judged to be wholly without substance or merit, the allegation may be dismissed and the person making the allegation will be so informed through the Ethics Line service. 12. Where an allegation is found to be valid, Executive management shall constitute Disciplinary Committee to review the matter and apply appropriate sanctions on the erring staff. 13. Where necessary, the matter shall be reported to the Law Enforcement Agency or appropriate Regulatory Bodies for any further sanction or prosecution. 14. All allegations, including those dismissed after preliminary examination, and the results of their investigation must be reported to the Audit Committee. 15. If someone who has made a whistle blowing allegation remains dissatisfied with the outcome of the investigation, the issue should be escalated to the Chairman of the Board of Directors who shall constitute a special panel to review the allegation. 4. WHISTLE BLOWING CONTACT DETAILS Toll free numbers for calls from MTN numbers only: (8.00 am 7.00 pm on weekdays only) (8.00 am 7.00 pm on weekdays only) 4 P age

5 Toll free numbers for calls from Celtel numbers only: (8.00 am 7.00 pm on weekdays only) (8.00 am 7.00 pm on weekdays only) Fax: To be provided on request WHISTLE BLOWING POLICY 5 P age

6 APPROVALS TAYO ABIODUN HEAD, HUMAN RESOURCES OLUSIJI ADEYINKA CHIEF COMPLIANCE OFFICER YEMI OGUNMOYELA HEAD, GROUP INTERNAL AUDIT ADEBOWALE ADESANYA HEAD, ENTERPRISE RISK MANAGEMENT OLAJUMOKE BAKARE COMPANY SECRETARY/ GENERAL COUNSEL ANURAG SAXENA CHIEF OPERATING OFFICER LADI BALOGUN MANAGING DIRECTOR DATE: 6 P age

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