GCB Bank : 2023 ANNUAL REPORT 01 JUN 24

PROFILE OF GCB BANK PLC

GCB Bank PLC is Ghana's first and largest indigenous bank with the vision to be the leading Bank in all our markets and the mission to provide first class banking solutions for customers and value for all stakeholders. This year, the Bank celebrates Seventy (70) years of providing unrivalled financial solutions towards the socio-economic development of Ghana.

Established in 1953 and listed on the Ghana Stock Exchange since 1996, GCB Bank expanded its branch network and ATMs to over 185 and 340 respectively in its quest to continue being the most dominant player in Ghana's banking industry.

Service Proposition

GCB prides itself as Ghana's most welcoming bank, offering timely and accessible financial support through quality service and expert solutions that encourage business and enrich people's lives.

The bank's services are structured to serve every facet of the customer's lifecycle and all types of businesses operating in diverse sectors of the economy irrespective of size. The Bank, given its unrivalled understanding of the Ghanaian economic context, has also developed unique solutions to serve the needs of Ghanaian residents abroad.

Financial Innovation and Leadership

In 2020, GCB Bank became the first Bank to launch a digital mobile money wallet when it launched the G-Money product. The digital wallet which is telco-agnostic and fully interoperable allows customers to send and receive funds from any mobile money wallet or bank account by registered users and also performs unique functions including borrowing funds, and individual and group savings. G-Money has evolved into GCB Bank's digital financial servicesubsidiary.

Investment Bannking

GCB Capiital Ltd. (GCL)is the investment banksubsidiary of GCB Bank Ltdthe largest universal bank in Ghanaa.

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Ratings

GCB ank is currently ranked 3rd in the banking ector category and 31st in the list of 100 most prestigis companies in Ghana.

VISION To be the leading bank in all our markets.

GCB Bank PLC

www.gcbbank.com.gh

MISSION Provide first class banking solutions for our customers and value for all stakeholders.

CONTENT

• Notice of Annual General Meeting
• Corporate Information
• • Board of Directors
  • Executive Committee (EXCO)
  • Five Year Financial Summary
  • Financial Highlights
  • Chairman's Statement
  • Managing Director's Review
  • Report of the Directors
  • Corporate Governance Statement
  • Independent Auditor's Report
  • Statements of Profit or Loss and Other Comprehensive Income

8

Statements of Financial Position

Statements of Changes in Equity

Statements of Cash Flows

Notes to the Financial Statements Corporate Social Responsibility

Value Added Statement

Shareholders' Information

Agents/Correspondent Banks

List of Branches

Invitation and Form of Proxy

Notice of Annual General Meeting

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NOTICE IS HEREBY GIVEN that the 30th Annual General Meeting of Shareholders of GCB Bank PLC will be held both in-person at the Grand Arena of the Accra International Conference Centre and virtually by live streaming via https://gcbbankagm.com, the Bank's official Facebook and YouTube pages, and GTV on Thursday, 27th June 2024 at 10:00AM to transact the following business:

Agenda

Ordinary Business

1. To consider and adopt the Financial Statements of the Company for the year ended December 31, 2023 together with the Reports of the Directors and Auditors thereon.
2. To re-elect the following Directors retiring by rotation as per the Companies Act, 2019 (Act 992)
3. 1. Mrs. Lydia Essah
   2. Nana Ama Ayensua Saara III
   3. Mr. Francis Arthur-Collins
   4. Mr. Emmanuel Ray Ankrah
4. To re-elect the following Directors as per the Bank of Ghana Corporate Governance Directive, 2018
5. 1. Mr. Francis Arthur-Collins
   2. Mr. Osmani Ayuba
   3. Mr. Emmanuel Ray Ankrah
6. To ratify Directors' Remuneration as set out in the Accounts for the year ended December 31, 2023
7. To approve the appointment of PricewaterhouseCoopers (Ghana) Limited (PWC) as the External Auditors of the Bank for the Financial Years, 2024 to 2029
8. To authorize the Directors to fix the remuneration of the External Auditors.

NB: Voting by all members shall be done strictly via online.

Notes

DATED THIS 29TH DAY OF MAY, 2024

BY ORDER OF THE BOARD (SGD.)

Amma Agyeman Kusi-Appouh

Company Secretary

In accordance with Regulatory Guidelines and the Bank's Constitution, attendance and participation by members or their proxies in this year's Annual General Meeting of the Bank, shall be in-person or virtual (by online participation).

A. Proxy

1. A member is entitled to attend (in-person or via online participation) and vote or may appoint a proxy to attend (in-person or via online participation) and vote on his or her behalf online. Such a proxy need not be a member of the company. For a proxy form to be valid

for the purposes of the meeting, it must be completed and submitted via [e-mail] deposited at the Share Registry, GCB Bank PLC, Head Office, High Street, Accra, not less than 48 hours before the meeting.

GCB Bank PLC

Notice of Annual General Meeting (Continued)

5

1. A copy of the Proxy Form can be downloaded from:https://gcbbankagm.comand may be filled and sent via email to: [e-mail].
2. The appointment of a proxy will not prevent a

B. Accessing, Participating and Voting at the AGM

1. A member entitled to attend and vote at the meeting may appoint a proxy who need not be a member of the Company to vote in his/her stead
2. To access and vote at the AGM, a confidential unique token number will be sent to shareholders by email and/or SMS to give access to the meeting platform,https://www.gcbbankagm.comfrom 9th June, 2024.
3. Shareholders who do not receive this token can contact the GCB Bank PLC Share Registry on: [e-mail] call 0302-668712,0244-338508,0244-318079,0244-358514 to be

1. Other Information

member from subsequently attending and voting at the meeting. Where a member attends the meeting, the proxy appointment shall be deemed to be revoked.

sent the unique token any time before the date of the AGM.

1. To gain access to the AGM platform, shareholders must visithttps://www.gcbbankagm.comand input their unique token number on the portal to join in and vote electronically during the meeting.
2. Further assistance on accessing the meeting and voting electronically can be found onhttps://www.gcbbankagm.com
3. The AGM Proceedings would be streamed Live on GTV, Facebook and YouTube for shareholders' observation and participation.

1. Annual Report and other information on the Bank's AGM would be available on the Bank's websites,https://gcbbank.com.ghand https://gcbbankagm.com.gh
2. For further information contact: The Registrar
   Share Registry GCB Bank PLC High Street Accra
   Tel: [phone]
   Email: [e-mail]

Annual Report 2023

Corporate Information

6

Directors:	Mr. Daniel Kwaku Tweneboah Asirifi	- Board Chairman
				Mr. John Kofi Adomakoh	- Managing Director
				Mr. Socrates Afram	- DMD- Finance
				Mr. Emmanuel Odartey Lamptey	- DMD-Operations
				Mr. Samuel Kwame Yedu Aidoo	- Executive Director, Wholesale
					& Investment Banking
				Mrs. Lydia Gyamera Essah	- Non-Executive Director
				Nana Ama Ayensua Saara III	- Non-Executive Director
				Mr. Emmanuel Ray Ankrah	- Non-Executive Director
				Mr. Osmani Aludiba Ayuba	- Non-Executive Director
				Mr. Francis Arthur-Collins	- Non-Executive Director
				Alhaji Alhassan Adam Yakubu	- Non-Executive Director
				Hon. Dr. Stephen Amoah	- Non-Executive Director
				Mr. Jude Kofi Arthur	- Board Chairman, Retired on October 6, 2023
Secretary:	Ms. Amma Agyeman Kusi-Appouh
				GCB Bank Building
				Thorpe Road, High Street
				P. O. Box 134
				Accra
Auditor:	Deloitte & Touche
				Chartered Accountants
				The Deloitte Place, Plot No. 71
				Off George Walker Bush Highway
				North Dzorwulu
				P.O.Box GP 453
				Accra
Registrar:	Share Registry
				GCB Bank PLC
				Head Office, High Street
				Accra
Registered office:	GCB Bank Building
				Thorpe Road, High Street
				P. O. Box 134, Accra
				Digital Address - GA-183-1907
GCB Bank PLC

Board of Directors

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1.	Mr. Daniel Kwaku Tweneboah Asrifi	8.	Mr. Osmani Aludiba Ayuba
2.	Mr. Kofi Adomako	9.	Mr. Francis Arthur-Collins
3.	Mr. Socrates Afram	10.	Mr. Emmanuel Ray Ankrah
4.	Mr. Emmanuel Odartey Lamptey	11.	Alhaji Alhassan Adam Yakubu
5.	Mr. Samuel Kwame Yedu Aidoo	12.	Hon Dr. Stephen Amoah
6.	Mrs. Lydia Gyamera Essah	13.	Mr. Jude Kofi Arthur (Retired)
7.	Nana Ama Ayensua Saara III
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Annual Report 2023

Directors' Profiles

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Mr. Daniel Kwaku Tweneboah Asirifi

1. Non-ExecutiveDirector

Mr. Kofi Adomakoh

Managing Director

Simply known as Kwaku Asirifi, a product of University of Ghana's School of Administration, now known as University of Ghana Business School, graduated with a Bachelor of Science in Administration (Public Administration option) followed it up with Master's of Public Administration (MPA).

Kwaku got enrolled at the Ghana School of Law, was called to the Bar and has been a private practitioner for over two decades. After his call to the Bar, joined the Law firm of Messrs. Akufo- Addo, Prempeh and Co., where he has since 2003 been its Office Manager and now a Partner. He was appointed a Notary Public in 2019.

Mr. Asirifi, at the inception of the Ghana Stock Exchange pursued courses which gained him proficiency in its operations and was later engaged as a part time instructor.

As a Legal practitioner, Kwaku has represented many individuals, Companies, Institutions both Local and Foreign and has been involved in the resolutions of many complex legal issues. He brings to the Board a deep and clear understanding of the legal environment in which the Bank operates and the intricate corporate governance regime of the financial services industry.

He has been a member of the Legal Service Board since October 2017.

Kofi is the Managing Director of the Bank, appointed in November 2020. He is an experienced banking professional with a distinguished career spanning over thirty (30) years in the banking industry. He also serves on the Boards of Ghana International Bank (GHIB), Pan-African Payment and Settlement System (PAPSS), Ghana Interbank Payment & Settlement Systems (GHIPSS), Governing Council member of the Ghana Stock Exchange (GSE) and the president of the Ghana Association of Banks (GAB).

Kofi served as the Director and Global Head for Project and Asset-Based Finance at the African ExportImport Bank (AFREXIMBANK) in Cairo for eleven (11) years. He led and structured transactions exceeding USD 10 billion across various sectors in multiple African countries for public and private sector clients.

He was appointed Executive Director, Corporate and Institutional Banking at Barclays Bank Ghana Limited (now ABSA Bank) between 2005 and 2009. He also held executive management roles at Ecobank Ghana Ltd between 1997 and 2005. Kofi's Banking career started at the Trust Bank Ghana Limited in 1993.

Kofi has acquired extensive executive education from prestigious institutions, including Harvard Business School and INSEAD. He also holds an Executive Master's degree in Business Administration and a Bachelor of Science in Agriculture, with a major in Economics, both from the University of Ghana.

GCB Bank PLC

Directors' Profile (Continued)

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Mr. Socrates Afram

Deputy Managing Director, Finance

Mr. Emmanuel

Odartey Lamptey

Deputy Managing

Director, Operations

Socrates is a seasoned finance professional with over 20 years' experience in the Financial Services sector. He has a breadth of experience across strategy; business performance and reporting (financial, regulatory and statutory); debt and capital raising; business combination; investment and risk management.

Prior to joining GCB Bank in February 2016, he was the Finance Director of Fidelity Bank Ghana Limited. Other positions he held at Fidelity include Head of Research and Head of Business Performance & Financial Control. He worked with UBA (Ghana) as Senior Analyst deputizing for the Financial Controller. He also worked with Export Finance Company Limited as Head of Finance & Administration and General Leasing & Finance Company Limited as Analyst for lease credit applications.

Socrates is a fellow of the Association of Chartered Certified Accountants (ACCA), He holds a Master of Business Administration (Finance) degree from the University of Ghana Business School and a Bachelor of Commerce degree from the University of Cape Coast. He is an alumnus of both the Wharton Executive Education (Advanced Management Programme), University of Pennsylvania, USA and the INSEAD Executive Education (Advanced Management Programme), Fontainebleau, France.

Emmanuel is a seasoned Banker with over 20 years' multinational experience, working for listed companies in corporate and retail banking, asset management, securities brokerage services, pensions, insurance and micro-finance with operations in over 30 African countries.

He started his career with KPMG, Ghana and has subsequently held other positions including Group Head, Finance at Ecobank Transnational Incorporated (Togo), Chief Financial Officer - Anglophone West Africa at Ecobank Ghana and Executive Business Manager, Office of the Group CEO - Alexander Forbes Group Holdings (South Africa). Emmanuel also held several roles at Standard Bank of South Africa Group in South Africa and Ghana.

He is a fellow of Association of Chartered Certified Accountants, United Kingdom.

He holds a Bachelor of Commerce Degree from University of Cape Coast, Ghana and is an alumnus of Harvard Business School, USA.

Annual Report 2023

Directors' Profiles (Continued)

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Mr. Samuel Kwame Yedu Aidoo

Exec. Dir. Wholesale

• Investment Banking

Mrs. Lydia Essah

1. Non-ExecutiveDirector

Sam has a strong focus and understanding of Sub-Saharan African markets. He has worked in Africa and the UK with origination, structuring, trading and execution experience in several African markets including but not limited to Nigeria, Ghana, Kenya, Tanzania, Uganda, Egypt, Ethiopia, and Botswana.

Sam's banking career commenced at Standard Chartered Bank, and he later transitioned to Barclays Bank, where he made a significant impact over a decade. His tenure at Barclays was marked by senior roles in the financial markets business in Ghana. Notably, he spent three years in London, managing and coordinating Barclays Capital's structured product offering into and out of Sub-Saharan African markets. In 2013, he returned to Barclays Africa, initially as the Director, Regional Head, Global Markets distribution, overseeing the North African and East African regions from Nairobi, Kenya, and later, the West African business from Lagos, Nigeria.

At GCB, Sam's role is pivotal, as he is entrusted with the strategy formulation and execution for the Wholesale and Investment banking business of the Bank. This encompasses Corporate Banking, Commercial Banking, Custody, Global Markets Treasury businesses, and the Bank's investment banking subsidiary - GCB Capital Limited. His strategic acumen and diligent management of financial resources have been instrumental in maintaining stability and resilience within the banking sector.

Sam has also been a leading member of various initiatives at the Ghana Association of Banks (GAB). In December 2023, GAB awarded Sam an honorary award in recognition of his exemplary financial stewardship, Strategic acumen, and diligent management of financial resources, which have played a crucial role in maintaining market stability and resilience within the banking sector during the Government of Ghana Domestic Debt Exchange Programme (DDEP).

Prior to joining GCB Bank, Sam worked at Fidelity Bank Ghana Ltd as the Deputy Managing Director (Wholesale Banking) with responsibility for the bank's Corporate Banking, Financial Markets and Treasury, Capital Markets businesses as well as Fidelity Bank's subsidiaries - Fidelity Asia Bank and Fidelity Securities Limited. He joined Fidelity Bank in October 2016 as Director of Treasury and Markets and was appointed Group Head of Wholesale Banking in December 2018. He also served on the Board of Fidelity Securities Limited. In his time at Fidelity Bank, Sam was instrumental in the implementation of certain landmark transactions, which include the ESLA Bond programme and the Securitization of GOG Contractor arrears, to mention a few.

Sam's leadership is marked by his strategic thinking and ability to optimize Coverage, Treasury, and Markets functions. His success in sales, trading, and risk management is a testament to his ability to craft and execute market expansion strategies and secure issuances and funding frameworks. As a natural communicator, he excels at cultivating relationships with key personnel and fostering a collaborative and productive work environment.

Mrs. Essah is a Non-Executive Director of the Bank and the Chairperson of the Ethics/Governance/ Compliance and Nominations Committee of the Bank. She brought to the Board a wealth of banking experience which spans over 30 years.

As a seasoned Bank Executive, she has a demonstrated record of exceeding profit targets, turning around underperforming units and driving increased revenue and market share.

Mrs. Essah possesses relevant experience including risk management, compliance and corporate governance concepts, strategy formulation and implementation that contributes to appropriate oversight of Banking activities for the benefit of its shareholders, customers, employees and other stakeholders.

Additionally, she has demonstrated over a long period of time personal integrity, structured and strategic thinking and analytical capability to guide major decisions. She has leveraged her leadership and communication skills to lead significant negotiations and dialogue with senior executives and colleague board members.

Mrs. Essah holds a master's degree from GIMPA (Ghana Institute of Management and Public Administration, MPHIL) and a bachelor's degree from the University of Ghana. She also has numerous professional development certificates and programs from both international and national levels.

GCB Bank PLC