NOTICE OF 15TH ANNUAL GENERAL MEETING

Notice is hereby given that the 15th Annual General Meeting of Ghana Commercial Bank Limited will be held at the Accra International Conference Centre on Friday, 27th March 2009 at 10.00 a.m. to transact the following business: -

Ordinary Business

Ordinary Resolutions

1) To receive and consider the Accounts for the year ended 31st December 2008 with the reports of the Directors and Auditors thereon.

2) To declare a dividend for the year ended 31st December, 2008.

3) To re-elect Directors.

4) To ratify the appointment of a Director.

5) To approve the remuneration of Directors.

6) To authorise the Directors to determine the fees of the Auditors.

Special Business

To consider and if deemed fit, pass the following Special Resolution:

7) That Regulation 16 of the Company's Regulations be and is hereby amended as follows:

16.1"The Company may issue securities in uncertificated or dematerialized form and the
Board of Directors shall pass a resolution to that effect."

16.2"The Company may convert a certificated security into an uncertificated security and the
Board of Directors shall pass a resolution to that effect"

16.3 "Notwithstanding any provision to the contrary in the Company's Regulations the
Company shall accept for registration, transfers in the form approved by the Ghana
Stock Exchange or under the Central Securities Depository Act 2007 (Act 733)"

16.4"The manner in which the records of shareholding in the Company shall be kept shall be
as determined by the Ghana Stock Exchange and shall be in line with the Central
Securities Depository Act, 2007 (Act 733)"

DATED THIS 12TH DAY OF FEBRUARY, 2009.
BY ORDER OF THE BOARD

HELEN ADDO (MRS)
S E C R E T A RY

NOTES:

A member of the company entitled to attend and vote is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member. A form of proxy is enclosed and for it to be valid for the purpose of the meeting it must be completed and deposited at the Share Registry, Ghana Commercial Bank Ltd., Head Office, High Street, Accra, not less than 48 hours before the meeting.