Access Holdings Plc (ACCESSCORP) Earnings Call Transcript & Summary

Distinguished shareholders, good morning. I welcome you all to the third Annual General Meeting of your company, Access Holdings plc. Thank you very much, distinguished shareholders. I now declare the meeting open and call on [indiscernible] to lead us in the opening prayer.

Good morning, all of us. Let me introduce myself a bit better. You will be surprised [indiscernible] being called. Chairman will explain better. [indiscernible] is a stubbornly believer in Access dreams. That is the way to it, stubborn believer in Access dreams. Heavenly father, we thank you for your messes. We thank you for keeping us alive to this day. We thank you for another opportunity for our company to hold this AGM. Heavenly father open our eyes to see and to continue to see the visionary part we have created for ourselves, open our ears and particularly the years of Board and management to hear what is good for the company and to make good use of same for our benefit. Most importantly, Lord, give our Board the wisdom to play its role as an [ above ] fiduciary of our company and give them that wisdom to meet its obligations of paying good dividend, particularly that we satisfy the bulk of our members who are holding 50,000 and below. And for emphasis, let me state that from our record there are about 95% of our shareholders fall in that band. So good dividend to make them happy is most important. Heavenly father, we thank you for hearing our prayers.

Distinguished shareholders, I believe in the corporates King James Version of the Bible, you will find the prayers that [indiscernible] just shared. I would like to call on the registrar Coronation Registrars Limited, to confirm that the necessary quorum for this meeting has been met.

Thank you, Mr. Chairman. Good morning, Mr. Chairman, regulatory officers present and esteemed shareholders. I'm Mary Adeleye, and I represent Coronation Registrars Limited, the registrars to your company. The Articles of Association of your company prescribes a quorum for this meeting as members personally present, not less than 50 and holding or representing by proxy, not less than 1/10 of the issued capital of the company. Please note that at the start of this meeting, we have 341 members physically present and 190 members represented by proxy with a total of 20,900,337,976 shareholding, representing 39.20% of the company's issued share capital. With this information, I hereby confirm that a quorum has been formed. Thank you, Mr. Chairman.

Listing shareholders, I would like to briefly introduce officers of the Board present here. Mr. Abubakar Jimoh, Independent Non-Executive Director; Mrs. Ojinika Olaghere, Non-Executive Director; Mr. Olusegun Ogbonnewo, Non-Executive Director; Mr. Roosevelt Ogbonna, Non-Executive Director. Virtually participating Mrs. Fatimah Bello-Ismail, Independent Non-Executive Director; Mr. Lanre Bamisebi, Executive Director; your own acting Group Chief Executive, Ms. Bolaji Agbede. She just reminded me to introduce myself. With your permission, your Chairman, Aigboje Imoukhuede; and Company Secretary, Mr. Sunday Ekwochi. Now I would also like to introduce our new Independent Non-Executive Director, Mrs. Ibironke Adeyemi. We received the Central Bank's approval for appointment after the notice of the AGM was published. So unfortunately, we cannot present her for election today, but we will do so at the next AGM. We also have here present this morning the Central Bank of Nigeria represented by Mr. [indiscernible], and I believe Mr. [ Tunji Tjoshu ]. We have the Securities and Exchange Commission represented by Mr. [indiscernible]. We have the Nigeria Deposit Insurance Corporation, NDIC, represented by Mr. [ Babagana Alhaji ]Mr. [ Mansoor Mohamed ] and Mr. Ibrahim, Umaru. The exchange in the corporate form of the NGX Regulation Limited represented by Ms. Peggy Halliday; the Corporate Affairs Commission represented by [indiscernible]. The company's statutory auditors, scrutineers, KPMG, represented by [indiscernible]. The company's Board evaluation consultants, Ernst & Young, represented by [indiscernible] and Mrs. Margaret-Rose Ibiang. The company's registrar, Coronation Registrars Limited, represented by [indiscernible], and Mrs. Mary Adeleye. And by no means the least, even though I am introducing them last by the order of presentation I was given, the company's statutory Audit Committee members, Mr. Henry Omatsola Aragho, Ambassador [indiscernible], Mr. Akindele Gbogboade. May I inform all present that [ Roxy ] microphones are available for use during the meeting. Please indicate by show of hand to second the resolution or ask a question and you will be recognized. When called upon to speak, one of the ushers will hand you a microphone. May I request that you speak clearly into the microphone. Kindly state your name and endeavor to be brief and straight to the point. We would like to record the meeting as it is being live streamed. I would like to inform members that the register of shareholders is available for inspection during the meeting. I would also like to inform members that in line with Section 3018 of the Companies and Allied Matters Act 2020, the register of directors shareholding is available for inspection during the meeting and can be found at Page 71 of the annual report and accounts. In accordance with Section 2842 of the Companies and Allied Matters Act 2020, the record of directors' attendance at meetings is available for inspection during the meeting and is contained on Pages 94 to 97 of the annual report and accounts. I will now call on the Company Secretary to read the notice of meeting as contained in Pages 362 to 364 of the annual report and accounts.

Thank you, Mr. Chair. Notice of Annual General Meeting. Notice is hereby given that the Annual General Meeting of Access Holdings plc, the company will hold at Harbour Point Hall, 4 Wilmot Point Road, Off Ahmadu Bello Way, Victoria Island, Lagos on Thursday, May 15, 2025, at 10 a.m. to transact the following business: ordinary business ordinary resolutions: one, to receive the company's audited financial statements for the year ended 31st December 2024 and the reports of the directors, auditors, Board evaluation consultants and the Audit Committee thereon; two, to declare a final dividend; three, to reelect Mr. Abubakar Jimoh as an Independent Non-Executive Director. Four, to reelect Mrs. Fatimah Bello-Ismail as an Independent Non-Executive Director; five, to authorize the directors to fix the remuneration of the auditor for the 2025 financial year, to disclose the remuneration of the managers of the company in line with the provisions of the Companies and Allied Matters Act 2020; seven, to elect and reelect members of the Statutory Audit Committee; b, special business through ordinary resolution; eight, that in compliance with the rules of the Nigerian Exchange Limited, government transactions with related parties or interested persons, the company and its related entities be and are hereby granted a general mandate in respect of all recurrent transactions entered into with related parties or interested persons provided such transactions are of revenue or trading nature are necessary for the company's day-to-day operations. These mandates shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the company is held. Notes first, one, [indiscernible] dated this 22nd day of April 2025 by the order of the Board signed Company Secretary, Sunday Ekwochi.

Distinguished shareholders, I declare the meeting duly convened and properly constituted. I do not intend to read the Chairman's statement. I note and humbly accept your permission to take the statement as read. We now move forward to the formal business of the meeting. Distinguished shareholders, each of you have received copies of the annual report and accounts of the company for the year ended December 31, 2024, either electronically via e-mail or physically via post through the registrars. I would therefore like to take them as read. I will now ask the representative of the auditors, KPMG as statutory auditors to present the auditor's report, which is found at Pages 131 to 138 of the annual report and accounts.

Good morning, the Chairman, members of the Board of Directors of Access Holdings plc and distinguished shareholders of Access Holdings plc. My name once again is Kabir Okunlola, the audit partner. I will read the audit report with your permission, request to present and a bridge form of the report.

Please go ahead.

Thank you, sir. Starting on Page 135, the independent auditor's report to the shareholders of Access Holdings plc, the report on the audit of the consolidated and separate financial statements. Our opinion, we have audited the consolidated and separate financial statements of Access Holdings plc, the company and its subsidiaries together the group, which comprise the consolidated and separate statement of financial position as at 31st December 2024. The consolidated and separate statement of comprehensive income, the consolidated and separate statement of changes in equity, the consolidated and separate statement of cash flows for the year then ended and notes comprising material accounting policies and other explanatory information. In our opinion, the accompanying financial statements give a true and fair view of the consolidated and separate financial position of the company and its subsidiaries as at 31st December 2024 and of its financial performance and cash flow for the year then ended in accordance with International Accounting Standards as issued by the International Accounting Standards Board and in a manner required by the Companies and Allied Matters Act of Nigeria, the Financial Reporting Council of Nigeria Act, the Banks and other Financial Institutions Act and relevant Central Bank of Nigeria guidelines and circular. With your permission, I'll move to the second part of our report, which is on Page 141, report on other legal and regulatory requirements. Compliance with requirements of Schedule 5 of the Companies and Allied Matters Act. We've obtained all the information and explanation which to the best of our knowledge and believe were necessary for the purpose of our audit. In our opinion, proper books of accounts have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us. The company's statement of financial position and statement of comprehensive income are in agreement with the books of accounts and returns. Secondly, compliance with Section 28 of the Banks and Other Financial Institutions Act and Central Bank of Nigeria BSD-1 2004, one, the company and group penalties amounting to NGN 1.21 billion in respect of contravention of the Banks and other Financial Institutions Act and certain Central Bank of Nigeria circulars during the year ended 31st December 2024. As disclosed in Note 41 to the financial statements. Two related party transactions and balances are also disclosed in Note 43 to the financial statements in compliance with the Central Bank of Nigeria circular BSD-1 2004. And lastly, with respect to the compliance with the FRC guidance on Assurance Engagement report on internal control over financial reporting. In accordance with the requirements of Financial Reporting Council of Nigeria Act, we performed the limited assurance engagement and reported on management assessment of the group's and company's internal control over financial reporting as of 31st December 2024. The work performed was done in accordance with international standards on assurance engagement, assurance engagement other than audit or review of historical financial information and the FRC guidance on Assurance and Engagement report on internal control over financial reporting. We've issued a modified conclusion in our report dated 15th April 2025. That report is included also in the annual report signed by me for and on behalf of KPMG Professional Services. Thank you very much.

Thank you, Kabir. I will now ask the Chairman of the Audit Committee, Mr. Henry Omatsola Aragho, FCA, to present the Audit Committee's report on behalf of the committee. The report for shareholders' attention is found on Page 103 of the annual report and accounts, Mr. Aragho.

Report of the Statutory Audit Committee to the members of Access Holding plc. In accordance with the provision of Section 404 of the Companies and Allied Matters Act of Nigeria. The members of the Statutory Audit Committee of Access Holdings Plc hereby report on the financial statements of the year ended 31st December 2024 as follows. We have assessed that Statutory [indiscernible] Section 404 Section 7 of the Companies and Allied Matters Act of Nigeria and acknowledge the cooperation of management and staff in the conduct of this responsibility. We're of the opinion that the accounting and reporting policy of the company group in agreement with legal requirements and agreed ethical practices and the scope and planning of both the external and internal audit of the year ended 31st December 2024 was satisfactory and [indiscernible] group internal control system. We are satisfied with the company -- we are satisfied that the company has complied with the provision of Central Bank of Nigeria Circular BSD-1 2004 dated 18 February 2004 on disclosure of insider related credit in the financial statement of the bank. We hereby confirm that an aggregate amount of [ NGN 12 million ] was outstanding in the bank, which is in the subsidiary of the company at 31 December 2024. December 2023 was NGN 646 million and was [indiscernible] as December 2024, [indiscernible] 45. We are deliberated on the findings of the external auditors who have confirmed that necessary cooperation was received from management in the course of the audit. We are satisfied with the management responses there on and with the effectiveness of the company system of accounting and internal control. Members it is a [indiscernible] Shareholder Chairman; Mr. [indiscernible], Shareholder Member; Mr. Akindele Gbogboade, Shareholder Member; Mr. Abubakar Jimoh, Director member; Ms. Ojinika Olaghere, Director Member. Thank you.

Thank you, Mr. Aragho. To facilitate the smooth conduct of the business of the day, I will move each motion and invite seconders for each motion from the floor. The seconders are kindly requested to state their names to enable the secretary take notes. Voting on the resolutions to be passed during the meeting shall be by a simple majority on show of hands using the coronation virtual electronic voting device unless a poll is validly demanded. I will now call on the registrar to give a brief but accurate description of the voting process to the shareholders.

Thank you, Mr. Chairman. I will now proceed to explain the procedure for casting your votes using the various voting options. Esteem shareholders, please be informed that we have captured a total of 190 shareholders' votes received by proxy and holding 20,626,865,454 units representing 38.69% of the issued share capital. For shareholders attending physically, you have been assigned a voting device that we have captured to represent your shareholding in Access Holdings plc. On your voting part, the button 1A is for a yes vote, 2B is for a no vote and 3C is for an abstained vote. Once voting commences, please press the reference button in accordance with your decision and choices and note that each shareholder can change their vote during the voting period. But once the voting period has ended, the last button you press will be recorded as your vote. For shareholders voting using their mobile devices, scan the QR code with your phone camera or visit both the coronationregistrars.com on your phone browser, Select company event Access Holdings plc, type in your shareholder number and access code provided during accreditation and press the log-in button, ensure you accept the privacy policy. Once logged in, an amber sign appears at the top right corner of your device to show attendance status. When voting begins, the resolution will automatically pop up on your device to cast your vote. Once the voting commence, the voting options for, against and abstain will pop up on your device screen. Please click on the reference button in accordance with your decision or choice. Please note that shareholders can change their voting during the voting period. But once the voting period has ended, the last button you pressed will be recorded as your vote. And for shareholders voting using their mobile phone, please type the USSD short code display and end the code as provided below. Star 1 hash to vote for, star 2 hash to vote against or star 3 hash to vote abstain. Thank you, Mr. Chairman.

Thank you very much, Coronation Registrars. We now come to the first item on the agenda, which is to lay before the meeting the company's audited financial statements for the year ended December 31, 2024, and the report of directors, auditors and Audit Committee thereon. I now lay before you the audited financial statements for the year ended December 31, 2024, and the report of the directors, auditors and Audit Committee previously circulated to all the shareholders in line with Section 388(1) of CAMA 2020. Before we put the annual report and accounts to your vote, we would like to take your questions and comments thereon. Please remember to give your name and make use of the microphone. Okay, Farouk Umar.

Mr. Chairman, Directors of Access Holdings plc, directors of our bank and all our subsidiaries who have been working very hard to contribute to the financials we are seeing regulators and shareholders. Mr. Chairman, my name is Dr. Dr Farouk Umar, PhD. I am the President of the Association for the Advancement of the Rights of Nigerian Shareholders. And Mr. Chairman, I'm also a director of one of the banks and our AGM is today at 11. But because of the relevance I have given to Access Bank -- Access Holdings, I have decided that I should be here. Mr. Chairman, let me begin by commending you for the performance. You gave us an interim dividend of NGN 0.45 and a final dividend of NGN 2.5. I think we should clap for them. Shareholders have been complaining Mr. Chairman that compared to other banks, our dividend is not comparable. But Mr. Chairman, I also know that you have been taking our profit to invest for the future. And I think we should commend you for that because as it is today, the more you invest, the better it will be for us, for our children and for our grandchildren. Mr. Chairman, we have seen recently the expansion we are doing. We are in Kenya. We are expanding our regional presence, which is good. And this will also help us, Mr. Chairman. In Kenya, you don't have AMCON. Here, we have AMCON that is taking our money unnecessarily. And I think it will be very good when you expand. We have also seen you in South Africa. And I think this is a good initiative. Mr. Chairman, we have seen, for example, if you look at the annual accounts, the financials of UBE, 60% of their profit is not coming from Nigeria. It's coming from the other regional establishments. So we commend you for that. And we also know that Warren Buffett has told us that we should invest in companies that are not distributing everything, but they are building the business. Our earnings per share, Mr. Chairman, is very commendable. Although you are giving us just NGN 2.50 out of earnings per share of about NGN 16. Mr. Chairman, I hope this will be the last year we will conclude our investments. And thereon, we don't expect next year, Mr. Chairman, anything less than NGN 4. This is because from 2023 to 2024, you have increased our dividend by 67%. So shareholders, even if we don't improve, if we give another 67% from NGN 2.50, we're working at NGN 4. And Mr. Chairman, we have seen our first quarter where you have made over NGN 200 billion. I think, again, we should clap for them. So we expect Mr. Chairman that for the first time, our PAT, we are hoping will reach the NGN 1 trillion mark. Mr. Chairman, I also want to say that we are happy with the registrars. I was in the office 2 days ago and Mr. Chairman, all my complaints were instantly attended. And before I reached my hotel, I saw an alert that they had changed my bank account. They have consolidated all my shares into one account. And I think I commend them for that, Mr. Chairman. Mr. Chairman, on a final note, we pray that the Board will give us nothing less than NGN 1 as interim dividend. Thank you very much.

Please give her the microphone. You know our usual practices here.

Thank you, Mr. Chairman. Good morning, Mr. Chairman, other Board members, the regulatory authorities, my fellow distinguished shareholders. Ladies and gentlemen, my name is Adetutu Shiyanbola. I'm the President of Highly Favoured Shareholders' Association. Mr. Chairman, I have some observations, comments, questions and suggestions on our annual reports. With your permission, I will quickly run through them. On Page 11, business highlights. Let me just conclude on saying that going through all the indices listed there, I observed an excellent performance in the year under review. I want to give -- seize this opportunity to give kudos to the Board and management for a job well done and employ them to do more. When I marry awards and recognition on Page 12 with 2024 awards and recognition on Page 59, I observe that we have several prestigious awards to accredit in the year under review. This is highly commendable. Please keep it up. When I marry progress so far, 2023 to 2024 on Page 52 to 58 with sponsorships from Page 75 to 77, I observed that our CSR in the under review is perfect because it covers health, education, social welfare, youth empowerment and community development. This is commendable as well. Please keep it up. On Page 64 and 65, the beautiful faces of the Board of Directors. I observed that we have 3 ladies in the Board of 9 directors, which amounts to 33.3%. This is fair but unacceptable on gender balancing. We have to improve on it going forward. On Page 67, the beautiful faces of the management team. I observed that we have 2 ladies in the management team of 5 members, which amounts to 40%. This is commendable. Please keep it up. On Page 71, dividend. I observed that the Board has proposed a final dividend of NGN 2.5 per share in the year under review in addition to NGN 0.45 earlier paid as interim dividend, making a total dividend of NGN 2.50 per share compared to NGN 2.10 paid in the previous year. This is commendable. Please keep it up. On the same Page 71, directors and their interest. I observed that 8 directors out of 11 listed shares attached to their names directly or indirectly in the year under review. This is commendable. Please keep it up. From Page 94 to 99, attendance at Board meetings and Board committee meetings 100% attendance in the year under review. This is highly commendable. Please keep it up. Lastly, I observe that we have utilized this annual report judiciously to advertise all our subsidiaries. This is commendable as well. Please keep it up. Thanks and God bless for this opportunity. I appreciate Mr. Chairman.

Thank you. Thank you, Shiyanbola. The microphone should move to this side of the hall, to the extreme to this side of the hall. It just happens that the hand I can see is a lady.

Good morning, my able Chairman, distinguished members of the Board and fellow distinguished shareholders. My name is Mrs. Oludewa Edodo-Thorpe, and I'm the National Secretary of the National Coordinating Committee of the Shareholders Association, the body in charge of the zonal Shareholders' Association. And I bring you greetings and commendations from our association and from all our members. Mr. Chairman, I congratulate our bank, our holding company and all the subsidiaries for this superlative performance that we have seen in the report. I do not want to repeat what my fellow shareholders have said. So I'm going to be speaking on other issues. I want to go take us quickly into the report. And I am pleased about the performance of our company hydrogen. In fact, I see that we have oxygen and hydrogen. Perhaps we have many more chemical compounds coming through. I'm pleased about the performance of this payments platform because the reality of the situation we have now is that the payment systems is like it's the new kid on the block. That is what is happening, so to speak. And I'm pleased that we are improving processing transactions that are in multiples of what we did in last year. But then I also looked at the insurance and the Access insurance brokers. In many countries, insurance is an opportunity where funds are aggregated. We know that Warren Buffett started with insurance and before he became what he is later on. And our report here, we have stated here that the insurance, we are going to -- we are committed to a nationwide insurance to leading a nationwide insurance campaign, awareness campaign so as to improve the 1% insurance penetration in Nigeria. I want to find out -- I want to know what we are going to be doing differently because the issue of insurance penetration in Nigeria is not new. So what will our broker, what are we going to be doing differently to improve the situation. I noticed also that many of the CSR we have are concentrated in Lagos and Southwest. I'm not talking about the exotic -- not the exotic CSR like [indiscernible] or photo mentorship and all that. I'm talking about the ordinary kind that you do in Mushin, Ajegunle and stuff like that. There are so many Mushin's and Ajegunle outside the Southwest. So I think that we should expand and extend it there. When I look into Page 105, the complaints, customers complaint, I commend you in sense that it has gone down from over 5 million last year and it's now less than -- and it's 2 million less now than this year for the naira complaint in naira. However, in Page 106, I observed that the amount lost to fraud. Although it was lower in 2024, the frequency of successful fraud doubled from over 6,000 to over 11,000. I think we need to watch it. We know that things are very hard in this country as we speak. There are many people who are looking for how to make a living. And as such, the fraudsters have also improved, and they are looking for ways of getting what they did not -- of reaping what did not plant. So I think that we should watch it more. And then I noticed that on Page 34, we had 9 contraventions and one of them attracted a penalty of over NGN 500 million. For a company like ours, it's true that this is our third AGM as a holding company, but our bank is no longer a small boy, so to speak. So I think that we should watch so that next time, we don't pay so much in penalty. And then from the Chairman's statement, the Chairman confirmed that our acting MD has been rigorously tested and has proven our capabilities. My question there now is when is this acting going to be removed from her designation? And then finally, Mr. Chairman, you have many subsidiaries that you have listed. We've seen the Board and management in the report. Now I believe that without some of us on this side, the bank, the holding company will not be complete. How are you making arrangements to bring some of us on this side to where you are sitting and the Board of at least the subsidiaries. I think you need to have that consideration. Thank you very much.

Whilst we are still on that side, I think there's a hand so that we don't return that way. Yes, behind you. Go in. Yes, the lady.

Good morning, Mr. Chairman, sir. Good morning, Board members and distinguished shareholders. My name is Pheobe Obi and I'm representing Nomiworld Limited and also here to represent my Chairman, Jerry Ejikeme. I've gone through the financial results of the company and of the bank. And I just want to say well done to the team for the relentless effort for the hard work. I see that there have been improvement in the financial performance of the bank and the company -- the bank as a whole. And I just look forward to better performance for subsequent years and increased dividends as we go into the future. Thank you.

Thank you. Can we have the microphone move back this way? Let's have...

Mr. Chairman, Asset Holding plc. Our great directors for this great company and fellow distinguished shareholder. My name is [indiscernible]. Good morning. Chairman progressive shareholder Mr. Chairman, I think today, even walking into the hall, I noticed a kind of [indiscernible] celebration of good excellent performance. The hall is very speak for that this is no more AGM, more a celebration because we have performed very well. If you look at the result we are considering today, the earning, this is one of the greatest in the company that listed on stock exchange. Mr. Chairman, no wonder that you are paying [ 30% ] income took away from you because you made a hell of money this year. And NDIC taking 127% of order to make this year, which is not good enough for us to continue to work for AMCON and NDIC. NDIC is understandable they are still paying at least [indiscernible] this investor or depositors, who may have lost their money in the banks. That is understandable and they are performing that rule judiciously. But AMCON. What can we tell of AMCON and my question is, I'm asking the Chairman this morning. Do we have any topics that AMCON is taking away from us that we are paying such a huge amount of money? People are talking about NGN 250 dividend. That is what AMCON took this year is here. Honestly, believe me, we will go here with NGN 20. Well, I'm telling you we go here NGN 20 as dividend. [indiscernible]. This parasite called AMCON had our belief, their usefulness running to 12 years now, 10 years have been laps and government is not funding it. That is the problem we are in. We are [indiscernible] from SC. They have dropped it, there are no more AMCON over there. And our own because of the free money, they are from banks, they ask for renewal. Yes, they [indiscernible] approved. That's what we're seeing today. Mr. Chairman, when will this come to an end, so the bank will have a [ bring ] space to operate? The bank work under pressure to meet the mine obligation to their shareholders, their investors. But somebody who is along the line working, not contributing and pulling out billions. Mr. Chairman go and pay [ 270]. You will not tell what you pay to AMCON there. It's amazing. Talk about I mean, contradiction. I think we are the lowest paid too, [ 1.17 billion ]. I know some that pay 50 billion, Mr. Chairman, but I want to commend our bank subsidiary for being there to be mindful of this CBN because what you said, Jack, you don't you because your money is with them, they penalize you. In all of these things, all the taxes you have been paying from government to local government to state, et cetera, et cetera. This country, the bank operating here of unregulated industry we are in. Somebody was asking the GMD, why has he not confirmed? I know the board is not for your interest with holding [indiscernible] qualified women doing very well, almost a year now. Why is acting? I know the [indiscernible] push confirmation that [indiscernible] distance. I want to appreciate the idea today, because [indiscernible] what you hear at the front page are not for the company. We are not shareholder -- company. I work with the mind that those working for us should be confirmed and approved because acting capacity does not inspire confidence in any person doing business with you. I mean somebody who is [ minimum ] qualified, what they have been given approval. It's not part of regulatory for crime loud. You should also let in [indiscernible] how the bank conducting their business. Mr. Chairman, I am saying this morning that CBN should go ahead and confirm her appointment by the shareholders. She's working for us. Mr. Chairman, I don't want to borrow your time because we are done very well in every industries. Shareholder, you are good hand. Your investment here is solid and assured of good returns. That's NGN 250 next year, Mr. Chairman starting for interim this year, [indiscernible] so that when you pay final, it will augment what you pay on interim and I know shareholder will smile by the end of this financial year, it's going to be. I'm telling you that the bank is solid. The subsidiary [indiscernible] and what have you are doing very excellent way. They have running into trillions their contribution. That means our payment system platform digital is excellent. One of the best in West Africa. Mr. Chairman, those company must go places, so that you have provided a platform for Africa. Is there any good thing that come to Africa? Yes, Access is showcasing that. Let me tell you, our U.K. today is not just a branch. It's been licensed by U.K. government. That means we have also able to open branches because you are licensed by U.K. it is not [ Niger ] licensed but it got prettier. [indiscernible] I commend you and your team, you are doing very well. Those subsidiaries were nurturing them and they are coming up strongly to do us proud. I must commend shareholders to remain resilient and be committed to this bank for them, the bank is on solid ground. And I want to congratulate the Board and management for being the first bank to recapitalize NGN 500 billion. I think it's almost NGN 600 billion, who have made it. Congratulations. That means our money is safe and sound, and I prefer this to succeed. Management will succeed. The workforce will succeed. And other subsidiaries abroad, they must succeed and so that issue of forest is not a problem because operating it's happening, where it is not over regulated in those range. But here in Nigeria, Chairman I commend you for the ambitions. You have going our side, [indiscernible] going for us. God bless [indiscernible] and God bless the shareholders of the company. God bless to all of you, you bear a lot to reap the fruit of your investments. In Jesus name, Amen.

Could you move to [indiscernible]?

You see the Chairman, the whole shareholders, that loves you so much Since you have been Group Managing Director and you can see the love is still there. Our Executive Directors, Managing Directors, Regulators president, other people and which were the people again. This thing is [indiscernible] shareholders. Good morning. My name is [indiscernible] Chairman of the Shareholders Association of Nigeria. You see I -- you always look so wonderful. That is why it is better to have Chairman of banks that were part of the system because the pressures that banks went through the last financial year and the difficulties that were encountered even though that you have a Chairman that can also serve as Executive Director, it would have been so difficult for the bank. You see that is why you look at the Chairman's picture on Page 17. You can see him smiling. Very comfortable display sort of corporate maturity and corporate pursuant status. You know, we have been to so many [indiscernible]. I [indiscernible] be smiling, might now but look at [indiscernible] he has been smiling, look at the picture. [indiscernible] yes, the bank is in comfortable. So I congratulate you for hitting 1 year -- almost 1 year as a Chairman of Access Bank. I wish you the almighty goals, continuous guidance, good health and yes, good life. Going further, you see why I love this result. It didn't just come out like that. It was as a result of hard work, articulate planning, optimizations, risk assessment, risk prevention, risk mitigation, the result didn't just come out like that. That is why you see -- yes, you see all these numbers that we are seeing in trillions. In the past few years, we are talking of hitting the NGN 1 trillion threshold. But today, you see Access Bank is hitting trillions in the balance sheet. I think it is something to commend them and appreciate them. I don't hear you clapping. Mr. Chairman, the fact that global fiscal and monetary policies and the domestic policies have affected our operations in addition to the CBL's response to the inflationary trend, the inflationary pressures, which for them to introduce the 50% cash reserve ratio on deposit banks, which effectively immobilized Access Banks more than half of the deposits. It didn't allow us to use almost more than half of our deposits to create assets and value. But still, you have been able to give all this fantastic results. I think it is something that we all -- we are all happy about and we must continue to be happy. Mr. Chairman, if you look at the total assets, it grew by [indiscernible] I cannot see -- [ NGN 41 trillion]. [ 10, 20, 30, 40 ] 1 or 2 added to the 40 again, NGN 42 trillion. Chairman, honestly, we appreciate all of you. This is fantastic. This is fantastic. Because we can't even half of our total deposits. This is very serious and over this and see. You have money and [ CBN ] took the reserve almost 50%. It's not small. Mr. Chairman. You have worked so hard. Look at the gross earnings also, it grew by 88% year-on-year, rising to NGN 2.594 trillion. Likewise profit before tax, it also grew from NGN 729 billion to NGN 867 billion. You know what it is telling us that by next year, we are going to hit over NGN 1 trillion in profit before tax, over NGN 1 trillion in profit before tax. And your people, please we appreciate you. We commend you so much for this fantastic results and we will continue to support you until we die. Yes. Because I didn't want this correct. Therefore, the Group Managing Director, Madam Bolaji and the bank CEO, Roosevelt. Thank you very much. You have done so well. And your Executive Directors, thank you very much have done so. We appreciate you, I cannot finish without the order of the Board. Sunday [indiscernible] a remarkable man, very hardworking, I'll go on and go on. So many words to describe you. And you still very gentle and he doesn't speak, but he is well active and he maintain relations. You understand. Any you don't have to [indiscernible] anybody. Once give [indiscernible] answer. Congratulations, [indiscernible] say. Congratulations. Lastly, Mr. Chairman, lastly, let me commend the bank for the success of the last Rights Issues. NGN 351 billion, which has to be the first bank to meet the CBN's NGN 500 billion minimum capital requirement well ahead of the deadline of 2026, ahead of the deadline, almost 2 years ahead of the deadline. I think, this is something to -- It is something that is worth a standing ovation. Appreciate them. Appreciate them, please. If the same market in Nigeria today to hit this minimum capital requirement of CBN ahead of the deadline, which bank has met that deadline? None. The extra money that it was only through rights issue. They didn't even come to the market for any public offer, which means we can still hit above NGN 1 trillion in capital. So I press all of you, we are happy with this performance. We shouldn't even starting this for the Annual General Meeting. But because we want to say 1 or 2 things. That is why the Chairman, the entire Board and management, the shareholders from this end we commend you so much. Please keep up the beautiful work and by next year, we'll celebrate even better results. Thank you so much.

Let's take the gentleman in the bow tie. Bow tie. Behind you, behind you.

Thank you, Mr. Chairman. My name is Eric [indiscernible] Shareholders Association. Honestly, Mr. Chairman, I stand on the existing protocol. And I want to start my commendation from the opening prayer by Engineer [indiscernible]. Demand has really played for us and what I believe is that his prayer this morning is answered because we are here because of the value that we are creating for our investments. And the only thing that will make this mutual relationship to continue is when you are giving us good returns. And I believe that is the main target and that's the main objective why you are the Chairman and you are leading this particular Board. So whatever we are expecting next year, I believe that we will always remember this prayer this morning. Well we have completed successfully raised this NGN 351 billion in Rights Issue. It's not only about that, Mr. Chairman, that is to show to the whole world that the shareholders of Access Holding PLC, they have belief and confidence in this board. And that's the reason why Access Holding PLC became the first bank in Nigeria to meet this new recapitalization process. And I believe that we will maintain that Mr. Chairman. I don't want to bother us much, but going straight to our Kenya business, Mr. Chairman, I read it recently that our Kenya Bank and ABC Bank, they are likely to be the top list of commercial banks that are likely to be penalized. Central Bank of Kenya for raising lending despite warnings from the regulators. Mr. Chairman, we will need more clarification on this so that we don't violate international regulations. And also Mr. Chairman, I am more comfortable when I saw our first quarter results, and I believe we are going to maintain that speed so that we could give more dividend next year. And also Mr. Chairman, the cybersecurity. On cybersecurity, what are we really -- to guide against cybercrime, particularly electronic fraud in the banking sector? Please let us be more proactive because the frequency is high now. And I know that Bank is always on the top of all this crime. So on this note, Mr. Chairman, I want to appreciate the Chairman AGM this morning. Thank you and God bless you.

Thank you. We will take 2 more. The gentleman who is standing.

Thank you, Chairman, for giving me the opportunity. My name is [indiscernible], the National Coordinator of Independent Shareholders Association of Nigeria. But sir, I will not talk much. But first, yes, this is a great opportunity that we are celebrating Access Holdings. We know, where we are coming from. Access [indiscernible] we know is a history. And you have proved to us that Nigerians can do it from consolidation, acquisition and all of that, we are here today. And we have equally get the required capitalization. My concern is the sustainability of this business. The expertise that we have displayed, how do we make this company to be successful for the next 10 years, 50 years, 100 years? It is what we have to think of, especially when the last speaker speak about this cybersecurity. Not only that, we have -- do we train our people into the systems in order because most of the fraud that happens, emanate from inside. Emanate from inside. How do we build cyber Access community, a cyber community, where nobody is left out. That moment you said it has a staff, security that feeling, that's enablement. That is something, when you watch documentary and you see this [indiscernible]. The moment one of them like this or the other one we are because they look up for the other people. That culture alone can help us to get internal fraud and all of that. How are we thinking about that aspect in managing it? Because all this celebration is as a result of you, the Board and the staffs that are working across the group, across Africa to achieve this. So I want people to be thinking about it. I know you have a culture, but there must be a safety within the system to make everybody feel belong. This is our home. Having said that, I was expecting also that this group of people that we have reserved, when you the seat for them, those who are managing our branches, the way you introduce the other regulator and everybody, I was expecting I want to hear Chairman, CEO anywhere we are, we have a branch because that will make us to know that, yes, we are working as a group. So going forward, I want next AGM that the people who are working for us across Africa, across the group, when they are here, we want to know them and appreciate them. It is very key because that will make all of us the part and parcel of what the system. Having said that, I will use this opportunity once again to pray and ask that God Almighty will continue to strengthen you, strengthen. What happened last year will never happen again. What happened last year will never happen again so that we can build this nation and this business. And finally, any time you are on a Board meeting or whatever you are a business MD or whoever, know very well that you are not working for yourself, you are working for thousands and millions of people. So whatever decision you are taking today or any time, always bear that in mind because when you bear that in mind that you are not working only for yourself, but you are working for everybody. Believe me, God will surely answer that. [indiscernible] Thank you and God Bless.

Okay, please.

Thank you. Finally, Mr. Chairman, I greet everybody on board and shareholders are seated, and I'm going to a repetition. And I thank you again, Chairman. It seems that since you have decided to give me the bottom part, which is good. But I remember the whole days in the days of [indiscernible] when we'll come to your office and we still talk better of these bank and thank god we are here again today. Maybe because of my cap, you can now recognize some of us. But it's good, and this is getting better Access success. Yes, Mr. Chairman, I will just go straight to advice. I align myself with every other good comments. And #1, advice will see how the efficiency of our digital payment system. I want us to work on this demo. And if you want to get it right, conduct across board and see where we stand. Please let's look at that. Many of us, we are using that platform, but let it work better because of the size of our customers. #2, now it's good that we have on record about the new recapitalization. If you are leading at that rate, at the same time, I want to employ you to work better so that our -- you will jack of this our payout dividend. Yes, so that you will be commensurate with the size of our bank. And I know you can do that. We are looking forward to that. Other banks are paying better than that, and you know your position. And I trust that you can do it. #3 is about contravention, contravention. Somebody said you are paying the lowest, even 0 tolerance. It's not that you are paying the lowest. Please, we can do it. Many times, we know you can, but if you try as much as possible unless otherwise, if directors will be paying from their fees. Let me stop at that. Thank you, God Bless you.

Okay. Thank you. I think you've called for progress. Well, I noticed -- I was looking through -- I don't know, if it's my eyesight that is going very bad. But I was looking through our attendance, who is here, who is not here, who has been here every year, since I remember attending AGM since 2002. And I was wondering where Mr. Nana Aba was. And I thought the meeting had ended. And then I saw him stand and walk from the back. And since he has made the effort, I think we will close with comments from Nana Aba.

Chairman, very distinguished fellow shareholders, other directors, for the record, my name is Nana Aba. Chairman, I know you're very tall. But I'm going to disappoint you -- sorry, I said I know the Chairman is very tall. But I'm going to disappoint him as to how short he is. And all I need to do is to take you to a basketball courts. And then you begin to imagine that there are people, if they stretch their hands out, your head will be under their armpit. First, I want to thank you for recognizing the little efforts that some of us have made and Go Grantinos Life will continue to make for the success of Access Bank. Let me tell all of you an open concession, including the Board. One of the things that I decided to do at the closing moment of [ Habit ] is that I'm going to make sure that I attend the AGM of this company as long as God grants me. And I say this because that's one of the ways I thought I will be compensating for all the hassles that I had and sacrifices that I had to make to take us to this level. So I'll be begging the whole of this Board that one major thing that's all of you, both existing and incoming and to come, will do for us is to make sure that you don't drop the button. That things will continually go from better to better to better to better. And once you also do that, you can be also rest assured some of us will support you. And it's in that life that I want all of us, no matter what we think we have achieved, no matter what we think we have done, let's recalibrate it to 0, so that we have room for much more growth. And it's on that note that will be begging all the directors and senior management staff who are here that the brand assets should be generously guided, guided in the level of efficiency of the work that you do with the level of loyalty of what you do with the level of honesty with what you do. Let's try as much as possible that as personal interest does not become a challenge for this organization. And I'll plead with you in this regard that please take every shareholder, I repeat, every shareholder has been important because one shareholder is a large number for us when it comes to promoting what we do and what we do right. And it's in that regard that I will be hoping that the large number of foreign investors that dropped out in the current year is something that we must look at so that it doesn't happen again. I have the accounts, but I'm not going to speak to the accounts. That is all I'm going to tell you, and I hope that I've disappointed you. Thank you very much, Mr. Chairman.

Thank you. Thank you, distinguished shareholders. So that we can manage time properly, I think it's time for us to respond to your comments. If you permit me, I will start with those that I think the Chairman is either statutory responsible for in terms of a response or those ones that are very easy to answer. The difficult ones, I leave to the executives, who are here. And as my Chairman's statement says, I believe that they have been up to the task with every test that has come their way thus far. I want to state that for the record, the total dividend paid by Access Holdings for the 2024 financial year is NGN 125 billion. And when I look at the dividend performance of institutions, it is the total dividend paid that I look at first. Now obviously, on the basis of shares and number of shares issued, the dividend per share is now devolved. I would like you to cast your mind back to 2004. And in a similar way to that, that we celebrate today that Axis Bank is the first Nigerian bank and rather was the first Nigerian bank to cross and meet -- to meet and cross the NGN 500 billion minimum capital requirement. You will recall how we played a similar feat in 2004 following our public offer. Of course, our base was really small at that time. And therefore, the amount of shares issued at that point of recapitalization compared to those that had to be issued by the other or, let's say, 10 or so banks that were much bigger than us at the time was significant. We have carried this overhang of significant large shares in issue since that time. And as a result, every time we have paid a bonus and so on, the volume of our shares in issue has continued to grow. Your Board and management team is looking at this issue to ensure that perhaps we have a more apple-to-apple and orange-to-orange comparison, when it comes to dividends, and we are likely to be coming to you in the course of 2025 and maybe 2026 on corporate actions we can take to equalize things. With respect to expansion, you can see a consistent message through our annual report and through the various Investor Relations communications that have taken place over the course of 2024 and 2025. We are consolidating on our geographic expansion, which means, of course, that our efforts at this point in time are bedding down transactions that are mid-flight transactions that have been announced and so on, which would probably take another 24 months to finish. Nonetheless, the message is that we're in alignment, you will see a slowdown of new transactions compared to the rate at which we've done expansions in the past. [indiscernible] 22. Please observe that we have 4 out of 10 directors, both executive and nonexecutive, that are females. So it's a 40% pass mark, not a 33% pass mark. 40% exceeds the standards that the Central Bank has established for Nigerian financial institutions. I believe as a woman, you should applaud us and all women should also -- and given the fact that your Chairman always gives you first ranking when it comes to women matters, Access Holdings is the leader. Thank you. Thank you. Just as we are the first bank to complete the recapitalization directive of the Central Bank of Nigeria, you will note that we are the first in many other regards. Shareholders have actually echoed the reality that the earning power of Access Holdings is unparalleled. Our gross earnings last year was just under NGN 5 trillion, significant by local as well as regional standards. Our nondiscretionary expenses, those are expenses that are imposed either as a result of government policy or regulatory policy are quite significant. In some instances, the amount we pay in this regard is more than the dividend by several of the other banks have paid. But the most important thing to note, shareholders is that a number of these nondiscretionary and which are operating at a high point at this moment will not be there forever. And so, what you should know is that when the effect is ameliorated or removed in total, the bottom line impact for your institution is going to be staggering. And at that point, it will be very difficult for a number of our competitors to stay anywhere near where we are in terms of returns and performance. Let us pray that, that day comes very soon. [indiscernible], even though I note that you introduced yourself as a latino, in those days, it was [indiscernible]. As a non-Executive Chairman of Access Holdings, who has had a history of playing an executive role. I want to emphasize that, yes, the experience that one has had in an executive capacity can be brought to bear in my role as a Nonexecutive Chairman. But my smile is a reflection of my confidence in the executives of Access Holdings. That smile you see, that relaxed look you see on my face portrays the extent of confidence I have in the executive, the management and indeed the entire workforce of Access Holdings, all 30,000 of them. Their capacity is phenomenal, and it is our greatest strength and our greatest blessing. So I pray that as that strength grows on and on, I will continue to smile as you have observed. I also want to tell you something that gives me reason to smile. I was very concerned over the past, let me say, let's say 10 years ago, maybe a bit more than that, but 10 years ago at least, about the state of the Nigerian economy, the state of our financial system, the state of our financial markets. Very, very concerned. Fortunately, I was not playing public company director rules. Otherwise, where you see my photograph, you would have seen me frown me. One of the reasons, why I smile today is that I acknowledge the peace of mind that Nigerians, particularly operators in the financial system have as a result of the remarkable job that the Central Bank has done with respect to monetary policy. Do not take for granted the macroeconomic stability and price stability that has been achieved. I need to congratulate publicly the governor of the Central Bank and his team please send the message that we operators for the representatives of the Central Bank who are here. We operators are very proud of the work that has been done. Over the past, let me say, 3 weeks, I have been in the U.S. I have been in Abijon Côte d'Ivoire. And it has been refreshing to get the feedback that the war has about what is happening in Nigeria today. It is now for us to ensure that our strategies to ensure that our efforts and our initiatives take complete advantage of the peace of mind that Nigerian operators now enjoy. [ Mr. Kim ], you stated that the main target and main objective of a company Chairman is returns. Absolutely correct. I see my job description for whatever period that I'm privileged and honored to serve the Board as Chairman to be one where the issue of returns to shareholders by dividends and capital appreciation is finally addressed. That is something that I take extremely seriously, and that is the report card that you should hold me accountable to at every meeting. The Board and management are working very, very strongly on this. And our goal is that our vision of being the most respected African financial services group will be reflected in the most respected financial returns that you will enjoy. Pray for us that we realize that objective. Technology is something that has been of fundamental importance to us at Access, since we commenced our journey towards being what we are becoming as far as African financial services is concerned. Artificial intelligence is a new dimension, very similar to the technology around the Internet and the technology that the digital revolution brought in maybe 20 years ago. You will see that innovation is going to play a much more prominent role in our lives as an ecosystem. I believe that our CEO will speak to this when she is making her comments. Finally, Access, success, success, Access. Access, success, success, Access. When people ask what is the Access vision in many ways people hold on to operations of that vision, which are powerful, which are impactful, but perhaps which do not capture the totality of our vision. For the avoidance of doubt, our vision is a multigenerational legacy. The nature of institutions that we benchmark ourselves against have a lifetime today of 170 years. Therefore, our goal is not 10 years, 20 years, 50 years. We have done perhaps just the first generation, that first generation from a leadership standpoint in an executive sense, comprising myself and my co-visionary Herbert, 10, 20 years. So we have a 10 generation vision and legacy in mind. If we've done the first generation, that means there are 9 more. 9 times 20 is what? 180. So second generation. Then inside this room is probably third generation. And as we continue to work together, we will bring forth the fourth generation. Some of us will not be here to see the fifth generation that's life, not just me, some of us. But the most important thing is that our children and our children's children and their children's children will continue to raise the Access Bank Access Holdings like 180 years from now in Jesus Mighty name, Amen. On that note, let me hand over to our able CEO, Bolaji Agbede.

Thank you very much, my Chair. Thank you, shareholders. I'll first and foremost start by saying thank you very much for the support you've given us in the last year. Thank you for your participation in the rights issue because without you, we wouldn't have been able to do the -- meet the capital raising exercise. So thank you very much. I also want to say thank you for all recommendations you have given. I am saying thank you on behalf of myself and the executive management team and members of Access Bank. Thank you very much, everyone, who has said well done to us. So we do appreciate it. And we will pass it on to other members of management who are not around. The Chair has also mentioned about dividend, but I will also make some commitments on the dividends as well. So as you're all aware, what we are in right now is the consolidation phase of our strategy. So this will once again end the consolidation phase. And the beauty of our consolidation is the fact that if you look at -- if you do the analysis, you see that the international subsidiaries as well as the African subsidiaries are increasing their contributions to our revenues, which also reaffirms the fact that our income is sustainable. So if there is a devaluation, we also have things that will help us edge against that as well. So that's part of the reasons why we're doing all that expansion, to also guarantee that we're constantly able to give the dividends that you're expecting. And our prayer to God Almighty is that, as we said, Amen to the payers that we will be able to do NGN 1 for the interim. So we will go that extra mile to deliver in NGN 1 in shareholders. So that I think a lot of the questions were on the dividend. So my colleagues and I will continue to work very hard to deliver that. And we are counting on all of you because not only are you shareholders, we believe you are also customers, not just of Access Bank, but of the insurance brokerage business, of the payment business as well as of our lending business. So we're counting on you to encourage yourselves, to encourage your -- the members of your family, right, to do business, everyone around you. So the more you also sell the Access brand, the easier it is for us to continue to make the monies that you're expecting us to make. So that is the first part of the question on dividend. Well, I will speak to -- so thank you, Dr. Farooq, for your words of encouragement. Thank you, Barista [indiscernible] for all the comments that -- and your observations. Thank you for noticing the things that we're doing on CSR. My Chair has spoken about profits. So for us as well -- for us to continue to do profits, we also have to keep investing in the communities. So we'll continue to do a lot in sustainability. Someone observed that we're only working in the Southwest. If you look at pages -- if you look at our reports on sustainability, you realize that it's not just on the Southwest. Our contributions in the North, for example, through what we do with United -- UNICEF and Fifth Chukker, you realize that we have impacted 15,000 -- over 15,000 people in the North. So our investments in communities is not just limited to Southwest. We look at the North. We look at the South South, we look at the Southeast everywhere that we are present, not just only in Nigeria because it's important for us to start realizing we're not just a Nigerian institution. We're now a global organization that has its headquarters in Nigeria, and it's all thanks to you. Mrs. Tom mentioned about Hydrogen. Thank you for observing that our Payment business is doing very well. We're committing to doing new things. My Chair has mentioned about what we're doing in innovation. So innovation is very, very important to us. Our Hydrogen business is also one of the things that we call our enabler, right? So we have 2 businesses that we look at in terms of that will transform the way business is done in the financial system. One is our Hydrogen Payment business. Not only would you see more things in the banking business, which you already know, right, they'll be doing a lot more ventures will come out, and we'll also be doing a lot more investments, right, in things that will ensure that we remain a going business. You will be hearing a lot more in the new -- in 2020s -- when you see our 2025 annual reports, the ideas were coming in, the things that we're piloting just to make sure that we can constantly do new business, new ways of improving services to customers, new ways of impacting our community, new ways of growing our ecosystem. So you'll be seeing a whole lot more about our innovation management impact in 2025. Mrs. [ Tom ] also mentioned what are we doing to change penetration in the insurance business. With our insurance brokers business, what we are now looking at is not just looking at insurance by saying come and do insurance, but we are actually tying it in from a value creation. The beauty of the insurance brokers business being a member of our ecosystem is the fact that we can leverage the 15 million people that we have as customers and encourage them, right, to actually do different forms of investments. The investment -- sorry, different forms of insurance. There is the credit life insurance wherein, for example, for people that are taking the payday loan, it's an insurance that we're selling that in case you lose your job, you can actually meet an obligation because we're actually taking that insurance. So there are many things that we're working on, and those are the things that we'll be doing just to make sure that we're improving the lives of every Nigerian. So that also is very important to us. So that's how we said we will work towards making sure that we are making an impact in the insurance space. I will address the issue of customer complaints. We are dedicated to enhancing service, and we've done a lot of investments, first and foremost, in technology because some of the complaints that people have about system failures. So we did a Project Everest in the banking group, and that actually is also helping to reduce, and we will be working to reduce the percentage of customer complaints that we face during the year. So we take these things very, very seriously. And it's very, very important that we delight customers. So those are some of the things that we're investing in to improve on service to everyone and to reduce significantly the complaints that customers have. There was a talk about contravention. Contravention for us are like you -- a no no. And we will continue to work to ensure we adhere to all the regulations that guide our operations. From time to time, there will be some oversight, but we are committing to making sure that we minimize significantly, right, all -- we will ensure we adhere to all rules to the things that we are doing, whether it's through our compliance, whether it's through the robust risk management frameworks we put in place, whether it's through our internal audit, just to make sure our internal audit itself to make sure that everyone is aware. We do a whole lot of training so that people are aware that we are a law-abiding institution, and we are encouraging everyone to make sure that they adhere to meeting all those -- all the regulations. So if you look at the values of our organization, whether it's in the bank, about professionalism, for us to be professionals, it means that we have to adhere to the rules that guide us. For us in the holding company and in the other nonbanking operating units, one of our values is about integrity. It's about doing the right things, and we are making a commitment that we will continue to strive to ensure that we adhere to the things that we are making a commitment on, which is our value. So we are making that commitment to you to ensure that we adhere to it. Thank you, Ms. [ Ope ]. So I'm sure that you also had a comment on increased dividends. So I believe that has been addressed. There was an issue regarding Kenya about the fact that we are not adhering to the rules and will be sanctioned. I want to assure all shareholders again that we are in Kenya, the values in Kenya are the same as Nigeria. They're the same as the U.K. It means that they need to be professional and they will adhere to whatever regulations guide them. So the rumors that you are seeing is not -- I mean it's not -- we don't have any letters from the regulators to that effect and everyone in Kenya are aware that we are a law-abiding entity. We thank you for all the advices. We will note them and work on them. We will continue to work on cybersecurity. That's very important to us. As we become more and more digital, we are also aware that we are very exposed to the risk of people attempting to hack us. And there are a lot of things that we're doing, not just only in terms of how we manage people, how we manage risk, but we're also doing -- we're also investing in the right technologies to make sure that we can, from a technological point of view, stop access for fraudulent activities, and we'll continue to work on it. And more importantly, we'll continue to pray to God to help us fight the thieves so that they don't actually come through our gates because you can do everything, but God has to bless the works of your hands, and we'll continue to pray that God bless all the things that we're doing in place to make sure that we reduce significantly or we maintain the levels of cybersecurity frauds within the organization so that is at a very minimal level. Thank you very much.

Thank you, Balaji. So having gone through the question-and-answer session, let us go to the ordinary business of the day. We have come to the first resolution. I hereby move that the company's audited financial statements for the year ended December 31, 2024, and the reports of the Directors, Auditors and Audit Committee thereon be and are hereby approved. Would someone please second the motion? Where is the camera -- the microphone? The gentleman with the red cap.

Chairman, I'm very happy you can see me far off. My name is Patrick Ajuda. I rise to second the motion.

Thank you, Mr. Ajuda. I now call on the registrar to conduct the voting process.

Thank you, Mr. Chairman. Esteemed Shareholders, the voting period shall last 60 seconds. We'll have the resolution on display. The timer is on. You may now cast your votes according to your decisions. Thank you. We have 40 seconds to the end of the voting period. You may cast your vote according to your decisions. Thank you. We have 10 seconds left of the voting period. The voting has ended, and we have 380 shareholders who voted in support -- 100% in support of the resolution with 20,900,408,357 units. And we have 6 voters who voted against the resolution with 54,330 units and 2 shareholders who abstained from the resolution with 1,358 votes. Thank you, sir.

Based on the outcome of the vote, the resolution is carried. The next item on the agenda is the election -- reelection of directors. Pursuant to the provisions of CAMA and the Articles of Association of the company, 1/3 of the nonexecutive directors will retire at this meeting and being eligible, offer themselves for reelection. The following directors are accordingly retiring by rotation and offering themselves for reelection. Mr. Abubakar Jimoh, independent Non-Executive Director; Mrs. Fatimah Bello-Ismail, Independent Non-Executive Director. The biographies of the directors are contained on Pages 83 to 87 of the annual report and accounts. If shareholders unanimously agree, all the resolutions related to the reelection of directors may be approved by a single vote. I shall therefore move the necessary motion that will require unanimous approval. However, I want that should there be just a single vote against the motion, then the single resolution will be lost and each resolution -- which ordinary resolution will be voted on and passed separately. I hereby move that -- distinguished shareholders, you will pardon me because as you know, I'm a shareholder myself. So erase everything I've said, let us wind back to the issue of dividend. We now move to Item 2 of the agenda. The directors are pleased to recommend a final dividend of NGN 2.5 per ordinary share of 50 Kobo each for the year ended December 31, 2024, subject to deduction of withholding tax. I hereby move that a final dividend of NGN 2.5 per ordinary share of 50 Kobo each for the year ended December 31, 2024, amounted to NGN 109,301,568,787.64 be declared and paid to all shareholders whose names appeared on the register of members of the company at the close of business on April 29, 2025, subject to the deduction of appropriate withholding tax. Please give [ Elijah ] -- would someone please second this motion?

I rise to second the motion. My Chairman, thank you for recognizing me. My name is [ Elijah Sarata Balobu ]. I rise to second the motion.

Thank you. I now call on the registrar to conduct the voting process.

Thank you, Mr. Chairman. The voting has now commenced. [Voting]

We have 40 seconds left of the voting period. He have 10 seconds left of the voting period. The voting has ended and we have 426 shareholders who voted in support of this resolution, representing 20,908,187,136 units, and we have 8 shareholders who voted against the resolution with 95,665 units and 6 shareholders who abstained from the resolution with a holding of 9,356 units. Thank you, Mr. Chairman.

The resolution is carried. The next item on the agenda is the election -- reelection of directors. Pursuant to the provisions of CAMA and the Articles of Association of the company, 1/3 of the nonexecutive directors will retire at this meeting and being eligible, offer themselves for reelection. The following directors are accordingly retiring by rotation and offering themselves for reelection. Mr. Abubakar Jimoh, Independent Non-Executive Director; Mrs. Fatimah Bello-Ismail, Independent Non-Executive Director. The biographies of the directors are contained on Pages 83 to 87 of the annual report and accounts. If the shareholders unanimously agree all the resolutions relating to the reelection of directors may be approved by a single vote. I shall therefore move the necessary motion that will require unanimous approval. However, I warn that should there be just a single vote against the motion, then the single resolution will be lost and each ordinary resolution will be voted on and passed separately. I hereby move that in accordance with Section 287 of the Companies and Allied Matters Act, the directors now offering themselves for reelection be elected by a single resolution. Would someone please second this motion? Okay. The gentleman just that is, up, yes.

Thank you, Mr. Chairman. My name is [ AK Chibuzo Emmanuel ]. I support that motion. Thank you.

Thank you. I now call on the registrar to conduct the voting process.

Thank you, Mr. Chairman. The resolution shall be on display. We may now vote. The voting has commenced. [Voting]

We have 40 seconds left on the voting period. We have 10 seconds left of the voting period. The voting has now ended. And we have 432 shareholders in support of the resolution, holding 20,903,527,871 units and 14 shareholders who voted against the resolution with a holding of 45,342 units and 6 shareholders who abstained from the resolution with a total holding of 45,622 units. Thank you, Mr. Chairman.

Shareholders where the single resolution is not unanimously approved, each resolution will be voted on separately. That is the case we have now. Since it is the wish of this meeting to reelect directors by separate resolutions, we shall proceed accordingly. The first director concern is Mr. Abubakar Jimoh. I hereby move that Mr. Abubakar Jimoh be and is hereby elected -- reelected as an Independent Non-Executive Director of the company. Will someone please second the motion? Microphone, the gentleman at the back.

Thank you my chairman for recognizing me. My name is [indiscernible] I rise to second the motion. Thank you.

I now call on the registrar to conduct the voting process.

Thank you, Mr. Chairman. The resolution will be displayed and the timer is on. You may now cast your votes. [Voting]

We have 40 seconds left of the voting period. We have 10 seconds left of the voting period. The voting has ended, and we have 406 shareholders who voted in favor of this resolution representing 20,902,954,959 units and 7 shareholders who voted against the resolution with 37,168 units and 5 shareholders who abstained from the resolution with 776,946 units. Thank you, Mr. Chairman.

The resolution is carried. I hereby move that Ms. Fatimah Bello-Ismail be and is hereby reelected as an Independent Nonexecutive Director of the company. Will somebody second the motion? The gentleman with the pink cap in front of you...

Thank you, Mr. Chairman. My name is [indiscernible] I do second the motion.

I now call on the registrar to conduct the voting process.

Thank you, Mr. Chairman. We have the resolution up and the timer is on. You may now cast your votes. [Voting]

We have 40 seconds left in the voting period. We have 10 seconds left in the voting period. The voting has ended now and we have 368 shareholders who voted in favor of this resolution, representing 20,666,685,323 units and 9 shareholders who voted against the resolution with 53,428 units and 3 shareholders who abstained from the resolution with 733,273 units. Thank You, Mr. Chairman.

The resolution is carried. The next item on the agenda is the remuneration of the auditors. In line with Section 408 of the Companies and Allied Matters Act 2020, the auditor's remuneration shall be fixed by the company at its general meeting or in such manner as the company at its general meeting may determine. I therefore move that the remuneration of the auditors be fixed at a fee to be agreed by the Board of Directors. Would a female shareholder, please give the microphone. Please second...

Thank you, Mr. Chairman, for recognizing me. You've make it 33%. My name is Mrs. EO Oidi, the National Coordinator of Ark of God Shareholders Association Incorporated. Thank you, sir.

Thank you. I now call on the registrar to conduct the voting process.

Thank you, Mr. Chairman. The resolution is on. The voting has now commenced. [Voting]

We have 40 seconds left of the voting period. We have 10 seconds left of the voting period. We have 386 shareholders in support of this resolution, representing 20,667,953,665 units and 9 shareholders who voted against the resolution with a holding of 14,249 units and 5 shareholders who abstained from the resolution with a holding of 793,682 units. Thank you, Mr. Chairman.

Thank you. The resolution is carried. The next item on the agenda is the disclosure of the remuneration of the managers of the company in line with Section 257 of CAMA 2020. May I request that you kindly refer to Page 265 of the Annual Report and Accounts and note the remuneration of the managers of the company for the year ended December 31, 2024, amounting to NGN 928 million as disclosed therein. We now move on to the special business of the day. The next item on the agenda is the approval of the general mandate for recurring transactions with related parties or interested persons transactions in line with the rule of the Nigerian Exchange Limited governing transactions with related parties or interested persons. As indicated in the notice of this meeting, in line with the provisions of Rule 20.8 (h) of the Rules Governing Related Party Transactions of the Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives or associates shall abstain from voting on this resolution 8. I hereby move that the company and its related entities, the group be and are hereby granted a general mandate in respect of all recurrent transactions entered with a related party or interested person, provided such transactions are of a revenue or trading nature or are necessary for the company's day-to-day operations. This mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the company is held. Will someone please second the motion?

Thank you, Mr. Chairman for the opportunity. The name is [ Akit Mary ]. I second the resolution.

Thank you. Esteemed shareholder, she was the first to raise. I have no option but to pass the microphone to her. Will the registrar please commence the voting process.

Thank you, Mr. Chairman. The voting has commenced. [Voting]

We have 40 seconds left of the voting period. We have 10 seconds left of the voting period. The voting has now ended, and we have 343 shareholders in favor of this resolution, representing 99.21% with a total holding of 7,741,302,058 units. And we have 9 shareholders who voted against this resolution, representing 0.2% with a holding of 15,395,371 units. And we have 7 shareholders who abstained from this resolution, representing 0.59% with a holding of 45,963,915 units. Thank you, Mr. Chairman.

Thank you very much. The Corporate Governance Codes -- the resolution is carried. The Corporate Governance Codes and Guidelines issued by the Central Bank of Nigeria, the Securities and Exchange Commission and the Financial Reporting Council of Nigeria provide that there shall be a Board review and corporate governance assessment covering all aspects of the Board structure and composition, responsibilities, processes and relationships as well as individual members, competencies and respective rules in the Board's performance. The regulation further provides that the review should be conducted by an external consultant and that the reports of the review should be represented to shareholders at the Annual General Meeting. In line with the provisions of the regulations, your Board appointed the firm of Ernst & Young to carry out the review. I will, therefore, call upon the representative of Ernst & Young to present their reports. Will you give the microphone to [indiscernible] to make his observation.

Mr. Chairman, before they read the report, since we are following the sequence of the listed agenda for the meeting, they only didn't come but they read since you announced it, let us do the Audit Committee, we have to return them back to be electing them, which is annually. That's my observation. So I conclude the agenda of the meeting here as listed in the annual report. Thank you, Mr. Chairman.

Okay. There is no problem. Next item on the agenda is the election of members -- sorry, Ernst & Young, you just wait. The next item on the agenda is the election of members of the Audit Committee. In line with the provisions of the Companies and Allied Matters Act 2020, the Audit Committee should comprise a maximum of 5 members, including 3 shareholders representatives and 2 directors. The directors nominated to represent the Board and the Audit Committee are Mr. Abubakar Jimoh, IND, CFA ; Mrs. Ojini Olaghere, FCA. Section 404 of the Companies and Allied Matters Act 2020 requires that nominations for membership of the Audit Committee be in writing and are delivered to the Company Secretary at least 21 days before the Annual General Meeting. The Company Secretary has confirmed that by the expiration of the audit period of the statutory period to receive nominations for membership of the Audit Committee from shareholders April 24, 2025, only 3 valid nominations were received. Please note that the following members have been validly nominated to represent the shareholders on the Audit Committee. Mr. Henry Omatsola Aragho, FCA nominator; [indiscernible]; Mr. Idare Gogo-Ogan, nominator; [indiscernible]; Mr. Akindele Gbogboade, FCA; abdulmajeed Agboola, nominator. Since there are no more than 3 valid nominations, there shall be no election. I hereby move for the Audit Committee of the company to be composed of the following 3 shareholders' representatives and 2 Board representatives in line with the requirements of Section 44 of the Companies and Allied Matters Act 2020. Name Mr. Henry Omatsola Aragho, FCA shareholders representative; name Mr. Idaere Gogo Ogan, shareholders representative, name Mr. Akindele Gbogboade, shareholders' representative; name Mr. Abubakar Jimoh, Board representative; name Mrs. Ojinika Olaghere board representative. Would someone please second this motion?

Thank you, Chairman. I [indiscernible] second this motion.

Thank you very much. Will shareholders in support say yes.

Yes.

Will those against say no?

No.

The resolution is carried. The Corporate Governance Codes and Guidelines issued by the Central Bank of Nigeria, the Securities and Exchange Commission and the Financial Reporting Council of Nigeria provide that there shall be a Board review and corporate governance assessment covering all aspects of the Board structure and composition, responsibilities, processes and relationships as well as individual members, competencies and respective roles in the Board's performance. The regulations further provide that the review shall be conducted by an external consultant and that the reports of the review should be presented to shareholders at the Annual General Meeting. In line with the provisions of the regulations, your Board appointed the firm of Ernst & Young to carry out the review. I will therefore call upon the representative of Ernst & Young to present their reports.

Thank you so much, Mr. Chairman, distinguished Board of Directors and distinguished shareholders and all stakeholders. The report of external consultants on the Board performance evaluation of Access Holding plc can be found on Page 108 of the annual report. We have performed the evaluation of the Board of Access Holding plc for the year ended 2024 in accordance with the e CBN Corporate Governance Guidelines 2023 and the FRC Nigerian Code of Corporate Governance 2018. The e FRC NCCG 2018 Section 14 states that annual Board Evaluation assesses how each director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the company's objectives. Based on our work and as noted below, the Board of Access Holdings plc has complied with the requirements of Sections 10.1 and 10.3 of the CBN CGG 2023 and Sections 14.1 and 15.1 of FRC NCCG 2018 during the year ended 31st December 2024, signed by the Abiodun Ogunoiki, myself, Partner and Head of Financial Services Risk Management, West Africa. Thank you, sir.

Thank you. As there's no other business on the agenda -- as there's no other business on the agenda, I would like to thank you all on behalf of the Board for attending this meeting. I would like to thank you all for approving all resolutions presented to this meeting and showing so much interest in your company's affairs. I hereby declare the meeting closed, and I now call on [indiscernible] to render the closing prayer.

Mr. Chairman, you know me for many years, what you call me. [indiscernible]. Otherwise, I will change your name from Aig to Zig. In the name of Allah, [indiscernible]. I pray God Almighty to continue help this company, to help this group, to help the subsidiaries, to help the staff because without staff, we can't succeed. I pray God almighty, our interim dividend NGN 1 to be NGN 2, while the final dividend will be NGN 5. I'm with this for a decade. I know it's what we can do, and I pray God Almighty to return us to [indiscernible] destination. The insecurity we are facing in this country, I pray God almighty to [indiscernible] on it. The hardship of our economy to help, God almighty to help us be strong and stronger. Also to help our Nigerian shareholders, to help us for more capital appreciation and dividend. [Foreign Language] Thank you very much.

Thank you, [indiscernible] National Anthem, Please.