BOA BENIN: Draft resolution to the Ordinary General Meeting – March 25, 2024 at 8:22 p.m.

ORDINARY GENERAL MEETING OF SHAREHOLDERS

FROM BANK OF AFRICA-BENIN

FROM APRIL 12, 2024 IN COTONOU

AGENDA

1- Approval of the balance sheet and results accounts of the efinancial year ended December 31, 2023:

  • Report of the Board of Directors to the General Assembly Ordinary shareholders

  • Report from the Chairman of the Board of Directors on reporting accounts

  • Reports of the Statutory Auditors to the General Meeting Ordinary shareholders

2-Approval of regulated agreements referred to in Articles 438 and following of OHADA relating to the law of commercial companies and the GIE and to article 45 of the law relating to Banking Regulations

3- Assignment of the result of thefinancial year ended December 31, 2023

4- Distribution of dividends

5- Renewal of the mandate of the Statutory Auditors

Substitutes

6- Setting of the position allowances of the Directors

DRAFT RESOLUTION TEXTS

Ordinary General Meeting of April 12, 2024

FIRST RESOLUTION

The Ordinary General Meeting, after having heard the management report of the Board of Directors and the General Report of the Statutory Auditors on thefinancial year ending December 31, 2023, approves them in all their parties and approves the balance sheet and income statement for this financial year as they been presented as well as the operations translated into the accounts and summarized in the reports.

This 2023 financial year results in a net profit of 21,528,745,870 FCFA, after an allocation for depreciation of 2,614,813,135 FCFAan allocation to provisions of 7,001,198,472 FCFA and payment from the impot on the profits of 2,545 206 300 FCFA.

In Consequently, the Ordinary General Meeting grants discharge to all members of the Board of Directors for their management and for all acts accomplished by them during the term.financial year ended December 31, 2023.

SECOND RESOLUTION

The Assembly Ordinary General, after having heard the Special Reports of the Statutory Auditors on the agreements referred to in the articles 438 et seq. of the OHADA Uniform Act relating to Company law Commercial and the GIE and the 2012 law24 of July 24, 2012, relating to banking regulations, approves without reservation the said reports.

The General Meeting grants discharge to the Statutory Auditors for the execution of their mandatet during theexercise 2023.

THIRD RESOLUTION

On proposal of the Board of Directors, the Ordinary General Meeting, after having deliberated, approves the allocation of the available profit of the following way:

Bnet profit for the year:

21,528,745,870 FCFA

Previous retained earnings:

380 440 660 FCFA

Total to be distributed:

21,909,186,530 FCFA

Legal reservations:

3,229,311,881 FCFA

Dividend:

15,068,429,332 FCFA

Optional reserve:

3,000,000,000 FCFA

New postponement:

611 445 317 FCFA

FOURTH RESOLUTION

In application of the previous resolution, the Ordinary General Meeting decides that, after payment of the tax on income from securities (IRVM) at the rate of 5% on the gross unit dividend of 743 FCFA, a net dividend will actually be paid to shareholders corresponding to a remuneration of 706 FCFA per share of 1,000 F CFA.

The payThis will take place from May 27, 2024, by the Management Company and Intermediation BOA CAPITAL SECURITIES.

FIFTH RESOLUTION

The General Meeting, noting that the mandate of the alternate Statutory Auditors expires at the end of this Meeting, decides to renew in their functions Messrs. Christian IDJOUOLA and Jean HOUNSOULIN, respectively alternates of Mr. Vence FANDOHAN of the Mazars Benin Cabinet and of Mrs. Ellen TOGNISSO ADJAHI of Fiduciaire from Africa, for a period of three (03) years.

Their mandate will expire at the end of the Ordinary General Meeting called to rule on the accounts of the efinancial year ended December 31, 2026.

SIXTH RESOLUTION

The General Assembly, upon proposal from the Board of Directors, approves the renewal functional allowances for all members of the Board of Directors for a maximum amount of 65,595,700 FCFA.

SEVENTH RESOLUTION

The Ordinary General Meeting confers all powers on the bearer of an original, an extract or a copy of this report recording its deliberations for the purpose of completing all filings, advertisements and legal formalities.

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