AXA Mansard Insurance Plc (MANSARD) Earnings Call Transcript & Summary

Distinguished ladies and gentlemen. Welcome to the 34th Annual General Meeting of AXA Mansard Insurance Plc. Based on the information provided by the registrars and confirmed by the Company Secretary, there is a quorum for this Annual General Meeting, and I hereby declare the meeting open. Before we commence the business of the day, please let us sing the national anthem. [Presentation]

Dear shareholders, this meeting is being held virtually in compliance with the Business Facilitation Miscellaneous Provisions Act 2023. This Act is aimed at promoting the ease of doing business, enhancing productivity and ensuring transparency in Nigeria. Section 11 of the Business Facilitation Miscellaneous Provision Act 2023 as amended and Section [indiscernible] Section 2 of the Companies and Allied Matters Act 2020 empower public companies to hold the Annual General Meetings electronically. Therefore, in compliance with the amended provisions of the law, this meeting is being held virtually with the link published in the notice of this meeting and on the company's website. Also note that this meeting is being streamed live and can be viewed by all in real time. We would like to assure all distinguished shareholders that proceedings for this meeting will be conducted on time. Before we proceed, I would also like to draw the attention of all shareholders to the virtual AGM notice shared by our registrars. To ensure a seamless process, it is recommended that shareholders log on to the voting link and enter the dedicated code as we commence the meeting. At this point, let me proceed by introducing members of the Board of Directors of AXA Mansard plc present here with us and also by virtual participation. One, Mr. Kunle Ahmed, the Chief Executive Officer; two, Chief Gbola Akinola SAN, Non-Executive Director/minority shareholder representative; three, Mr. Tope Adeniyi, Non-Executive Director; four, Ms. Abiola Bada, Independent Non-Executive Director; five, Mr. Dan Shuaib, Independent Non-Executive Director; six, Ms. Nuria Fernandez, Non-Executive Director; seven, Ms. Krithika Kalyanasundaram, Non-Executive Director; and myself, Kola Adesina, your Chairman. I would also like to introduce the Company Secretary, Mrs. Omowunmi Adewusi to read the notice of the meeting. The notice of meeting can be found on Page of the annual report, which has been taken and displayed on the company's website. I seek the permission of the shareholders for this to be taken as read.

Good morning, shareholders. I would like to seek permission to take this as read because of all the long resolution, but we will just quickly say the notice is hereby given that the 34th Annual General Meeting of AXA Mansard will be held virtually today at 10 a.m. to transact the following businesses, all the ordinary business and the special business. And please note that by order of the Board, this notice was circulated on the 16th of September 2026. Thank you very much.

Directors' report and financial statements. I have the pleasure of presenting the directors' report and audited financial statements of the company as well as the Chairman's statement for the year ended December 31, 2025. The directors' report can be found on Page 35 of the annual report, which has been displayed on the company's website and suggest that they be taken as read. I now lay before you the directors' report and annual audited accounts of the company for the year ended December 31, 2025, in accordance with the Companies and Allied Matters Act 2020 and the company's Article of Association. I now call on Mr. Sheriff at the back to read the auditor's report.

So I do have the right to share the report. I don't know if you have the report and can be shared at your hand. please put on the auditor's report. Can proceed with the copy that I have here? So the auditor's report, I see your inter please as contained in page as shown on the screen. So do I have your permission to proceed, sir?

Kindly proceed.

Hello? Am I audible?

Yes, you are audible. Kindly proceed sir.

On the auditor's report, we have independent auditors report to the members of AXA Mansard Insurance plc. report on the audit of the consolidated and separate financial statements. The first paragraph is the opinion. We have audited the consolidated and separate statements changes in PT and the consolidated asset statements of cash flows for the year then ended and notes to consolidated and separate financial statements, including material accounting policy information. In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the consolidated and separate cash flow for the year then ended in accordance with IFRS accounting standards as issued by the International Accounting Standard Board, the provisions of the company's analyzed [indiscernible] Hubs 2020, the Nigeria insurance industry reform and relevant suppler issued by NICO, Nigeria Insurance Commission of Nigeria and in compliance with the financial reporting counties amended 2023. The second program is the business of our opinion. We conducted our audits in our cores with the international standard and auditing. Our responsibility under those standards are further described in the auditor's responsibility for the audit of the financial statement section of our report. We are independent of the group and the company in accordance with International Ethic Standards Board for content in international foot for professional content including international independent standards, Abrao, together with the ethical requirements that are relevant to our audit of the financial statements in Nigeria. We have fulfilled our -- we fulfill our other eco responsibility in accordance with these requirements and the [indiscernible] . I would believe that the audit evidence we have obtained is sufficient and appropriate to provide the basis for our opinion. So at this point, I would like to move to the last paragraph of the Auditor's reports that touch on the basis -- that talks about the report on other legal and regulatory requirements. That's the last section or second and last session of the audit report. In accordance with the requirement of the fifth schedule of the Companies and Allied Matters Act of 2020, we confirmed that we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. In our opinion, proper books of accounts have been kept by the group and company in so far as it from our examination of those books. The consolidated and separate segments of financial position, and the consolidated and separate statements of profit or loss and other comprehensive income are in agreement with the books of accounts. And in our opinion, the consolidated and separate financial statement are prepared in accordance with the provisions of the Companies and Allied Matters of 2020 so as to give it through a fair view of the state of affair and financial performance of the company and its subsidiaries. In accordance with the requirement of the Financial Reporting Council of Nigeria, guidance on assurance engagement report on internal controller financial reporting. We performed limited assurance engagement and reported on management assessment of the company's internal control over financial reporting as of 31st December 2025. The work performed was done in our accordance with international standard for assurance engagements other than audit or review of historical financial information and FRC guidance on assurance engagement records on internal control over financial reporting. We have issued an unmodified conclusion in our report dated 1st of April 2026. These reports were signed by [indiscernible] on behalf of EY dated 1st of April 2026. Thank you very much for your attention. I'm done with the auditor's report.

Thank you very much. Thank you. Item #6 on our agenda is the Audit Committee report and on call on Ms. Abiola Bada, the chairperson of the Audit Committee to read the Audit Committee report, which is on Page 50 of the annual report.

Shareholders of AXA Mansard Plc, in compliance with the provisions of Section 404 of Subsection 7 of the Companies and Allied Matters Act of Nigeria, 2020, the members of the Audit Committee of AXA Mansard Insurance Plc hereby report as follows: we have exercised our statutory functions on the Section 404 Subsection 7 of the Companies Allied Matters Act of Nigeria, 2020 and acknowledge the cooperation of management and staff in the conduct of these responsibilities. We are of the opinion that the accounting and reporting policies of the group, are in compliance with legal requirements and agreed ethical practices and that the scope of the external and internal audits for the year ended 31st December 2025, were satisfactory and reinforce the group's internal control systems. We have deliberated with the external auditors. We have confirmed that necessary cooperation was received from management in the course of their statutory audit, and we are satisfied with management's response to their recommendations for improvement, and with the effectiveness of the group's system of accounting and internal audit control. This report is signed by myself, Abiola Bada on behalf of members of the Statutory Audit Committee. Thank you.

Thank you very much. Item #7, [indiscernible] consultants report. I will now call on Ms. Olabisi of Deloitte & Touche to read the report of the external consultant on the Board appraisal in line Nigerian Court of Corporate Governance 2018, the NICO code of Corporate Governance for insurance companies 2021, and the Securities and Exchange Commission SE Corporate Governance guideline for public companies in Nigeria issued in 2020. The report is on Page 50 of the annual report. The external consultant.

I'll go back now on the partner agreement. I'll take the report of the independent consultants on the Anoro evaluation and corporate governance review of AXA Mansard insurance policy for the year ended December Masic at Ingela to carry out an independent assessment of the Board and corporate governance framework for the year ended at 31st December 2025. The scope of our review included an assessment of the structure, mandates and performance of the Board, Board committees and management as it relates to the overall strategic direction of the company, stakeholder engagement, disclosures and transparency. The review was performed in compliance with the Asian code of corporate governance, National Insurance Commission, corporate governance guideline for insurance and reinsurance companies, and the securities commission, corporate governance guideline for public listed companies. Our approach involved the review of the relevant governance document, policies and procedures. The report of our evaluation was premised on the information we got at from our review of relevant governance document, and so these completed by the directors. The result of our evaluation has shown that the Board and corporate governance framework and practice in AXA Mansard Insurance Plc substantially complied with the provisions of the extent corporate governance regulations. The report for the highlights, details of our review activities, observations and recommendations for Board and executive management action for sustained improvement of the performance of the Board and corporate governance framework of AXA Mansard Insurance plc. It shoud be noted that matters reached this report should be read in conjunction with the issue rate in conjunction with the full corporate governance section of the annual report. Yours respectfully signed Deloitte & Touche, Ibukumba kraft.

Thank you very much, is on sota. Before we proceed to the question-and-answer session, I'll call the CEO, Mr. Kunle, to provide brief information on the proposed rights issue.

Thank you, Mr. Chairman. Distinguished shareholders, on the 31st of July 2025, Mr. President, the President of Nigeria, President, Polaino, has entered to the Nigerian Insurance Reform Act 2035. With that sense, we now have a new set of laws governing the practice of insurance in Nigeria. And one of the requirements is a new capital base. NICO, the National Insurance Commission, the regulator for the insurance industry quickly released guidelines that must be met in order to achieve the minimum capital requirements. Of course, these requirements were very stringent. For example, plant and equipment we are not admissible in coming up with the minimum capital requirement as specified by NICO. We have to look at what we have options. Well, we didn't want to choose any option that we dilute the shareholding of you, our distinguished shareholders. So we looked inward and I'm happy to announce that we were able to meet comfortably the minimum capital requirement as specified by NICO. However, the capital requirement transcends the MCR or the minimum capital requirements. Section 15 of a2 specifies that the minimum requirement would be the higher of EA NGN 15 billion or risk-based capital for a general business company or NGN 10 billion or risk-based capital for Life company. we must have as a composite company, 25 billion or risk-based capital, whichever is higher. It is in this regard that we are asking the shareholders to look at raising a bit more money for the company. That's why we are putting together a direct issue. I must say that the risk-based capital regime is going to demand a lot from us as a company. The policies or set of policies you are able to write will depend on the capital available to you. Indeed, your growth numbers or your growth ambition will also depend on the capital you have as a company. Therefore, in order to ensure that we continue to grow as a company, and we grew profitably, we have decided to come back to you shareholders on this particular ratio. We are available to answer additional questions that you might have on this our proposed rate issue. Thank you, distinguished shareholders.

Thank you very much, Mr. Ahmed. We are now on item 8, question-and-answer session. At this point, we are pleased to answer any questions that you may have on the annual reports and accounts of the company before we proceed any further. You may indicate your interest in asking questions by raising your hand electronically. I would call upon you to ask your question when called upon, please state your name clearly, and endeavour to be brief. I humbly holden to repeat has been said or X. All the questions will be altogether and responses provided accordingly.

Good morning, Chairman. I'm Cory Laurence's Can you hear me?

Very clearly, sir.

Yes. It's another opportunity to sell bring out of 365 days we are able to appreciate our leadership function leadership role. And based on the confidence we're posing you. We want to say thank you for your maximum supports in regard of the company's growth and developments once again, [indiscernible] a good way. Having had the -- from our financial part day on the issue of capitalization. I want to appreciate our coming for the minimal requirement that was met. And also, I -- it was part of my questions, although it has been risk that's the right issue with common and from the agro shareholder, because I'm speaking from bad, we're going to support that. And I want to encourage all the shareholders to embrace this for the developments for our company. Let me quickly go through the financial reports. -- could see that our revenue increased. Gross rating also increased, which look attractive to asset increase, shareholders also increased. Our company financial statement, politer reports show strong insurance business growth. The aspect of economic pressure and as Foncia competitive environment we find ourselves. And I could see that the insurance revenue increase. This shows that the underlying insurance franchise continue to be strong despite of the Nigerian difficult economic environment. It was also a [indiscernible] that the company game customer, retain existing business. I want to appreciate the [indiscernible] management for the professionality for their proactiveness. Kudos to you more with zone more with some more an [indiscernible] Let me quickly go through the recommendation because you have done best based on your capacity or ability we need to commend you. You all understand what we are facing aside the Nigerian economy situation is consent on the Saudi Board management. The recommendation Company should continue to strengthen recurring investment income rather than depending heavily on game arising from exchange movements on other market-related Management on clearly communicates a retina will be deployed -- awards return shareholder suspect from additional capital Let me submit a question because I don't want to waste much of time or to speak. One of my question is this, what percentage of new business is now generated through digital China; two, when should shareholders expect their assumption of dividend payments? Although as I apart on this question, I understand we're up on aside the dividend in content. We, as shareholders, we're doing such things to up because quite to a year, 2 years ago, this issue of dividend being [indiscernible] was not as not mentioned. But as far as this year is concerned, tactically professionally, I could see what really happened. I want to ask the question from you that , we are going to give a dividend next year. So was up. What are barge for earning per share return on equity over the next 3 years? Pardon me [indiscernible] to appreciate our and season professional IMD and Integra bought a many for your proactiveness. I won't necessity to appreciate the accessible and [indiscernible] Company Secretary, who are proteases more with on and understanding to you, madam. I want to wish our company a robust sustainability, [indiscernible] next year AGM, which we have been to celebrated 6. These notes, I'm Come Lorenzo Gutie. Thank you for the opportunity.

Thank you for the question. We'll now give opportunity to entertain more questions.

Good morning, Mr. Chairman. Other board members, the regulatory authorities, my fellow distinguished shareholders, ladies and gentlemen. My name is variating. I'm the President of Alio shareholders Association. Mr. Chair Malfo observations, comments, questions, suggestions and commendation on AXA Mansard Insurance Plc 2025 annual report with a kind permission, I will quickly through them. On Page 5, I say 1 and 2 results at a glance. Permit me to limit myself to the group performance. Going through all the indices they are in observed a growth in turnover and a drop in our profit in the year under review. I want to seize this opportunity to encourage the board and the management team for their efforts and for them to more -- on Page 10, award and recognition and Timonen, I observed that we have several prestigious awards in our credit in the year-on-year review. This is Aly commended please keep it off from Page 16 to 18, the beautiful vases and the profile of the Board of Directors. I observed that we are 4 ladies in the part of 9 directors, which amounts to 44.9%. This is commendable as well. We are pleased to pick it off on Pages 20 and 21. [indiscernible] of the management team. Also that we have 9 ladies in the management members, which amount to 40.9%. This is commended us well. I am convinced that our company is gender friendly, please keep it up. On Page 29. Changes on the board have so that 4 of our directors resigned in the year under review, I want to seize this opportunity to time them for their editorial stages to company and wish them the very best in their presence on future levels to fill the vacuum created by the assets, the Board has 3 new directors in beyond the review. I want to see this opportunities contract to congratulate them on their appointments and wish them a full food tenor in the office from Page 30 to 32 attendants at Board meetings and Board committee meets is good, but can be excellent. We have to improve on attendacen going forward. On Page 35, directors and the interest out so that only 5 directors out of a seamless have our shares attached to their name directly in the year on their review. I want to know why. And I also stuff that there is no disclosure indirect audience in the year on that review. I want to know why? We didn't discuss that as well. Onset that we have utilized these reports dialer products. This is commendable. I want to seize this opportunity to appreciate our company's safety I see, especially for reaching out to the shareholders are making themselves assessing tools, Kudos to you, ladies. Well done. We love you. Thank God bless you wish for this opportunity. Mr. Chairman. I appreciate you, sir.

Thank you very much, Madam. Thank you. We appreciate you, too. Your questions are well noted. I will now call [indiscernible]

[indiscernible] the year ended with request of December 2025. Plans with the gains of section 201 million the potential time make all those guidelines much of one. I mean service and at Section 14.1 you had committed to 2018 engaged adviser services too. present directors for the first December 2021. CVI guide likes [indiscernible]

Sir. we're struggling to hear you here. Can we respectfully appeal that you start again, please, so that we can hear you properly and state your name, please. Hello sir, we can't hear you again.

Hello, good morning, Chairman. My name is [indiscernible] I'm a President of Professional investor across I know you over at or 35 years ago. as a leader and as a mental as a fit of the nation, we sincerely appreciate your leadership and comment the Board of teams, there's a lot of changes. There's a lot of improvement. We are our Board member and management team, [indiscernible] we appreciate all of you. I was standing on a site protocol. In line with my older speaker. My chairman people gave me a lot of comment about your social award and a lot of things you have achieved in life, both all the Board member. And this company is a job we've done. We know a lot of the company facing across the group. I have 1 or 2 or 3 observation, my Chairman. The first one is the issue of a dividend. What the management doing or near to get the dividend because the [indiscernible] not driving about the compare last year profit of [indiscernible] this year. We need better station regard. And at the same time Director Holding. Out of the director we have on board. Only 5 of them have signed this in company. we want to pay to orders. They go to our came. You only have about 5 million. You are more than that. Please, we like to know what geography we don't have. We observed that for the whole year, the company are not being any donation. They are not happened. This is still 0%, while we need better explanation, where is in that position. Now what are you because I know my Chairman [indiscernible] you do have a lot of people I don't know what [indiscernible] We are looking at 22 note, all the operating expenses. Our operating expenses moving from [indiscernible] 40 billion. My Chairman, we need better explanation. 232, the issue of contravention, my Chairman, the contravention for this year, we don't know what the app to compliant department is about 90 million. We don't know where they happen. And I think you all want to look at it that we are expecting to have 0 contribution. What plan the management putting in place? And cybersecurity is a challenge to renew work. And we like to know why are you putting in place for us not the attack because a lot of complacency from certain so issue. And over attribution strategy in area in training and digital marketing. What is your position as at now? And we really appreciate on claim dividend is you put on us. Now we like to move what's the is of sustainability or your dividend policy because we have a lot of [indiscernible] . Iberothis year, we are not generated as much as possible. If we want to maintain the dividend policy. We expect to give us something this year, whatever the situation of that. Really, we are looking at your history for many years, we are doing, but we don't know what to have for us. As our position, we are not -- we do have been AGM to order on October, November. Why did a -- can you tell your work? What is it behind it? I only want all the regulators that are delaying you? Thank you. God bless you, my Chairman.

Thank you very much, sir. Thank you so much. I on the next person, a shareholder to ask their question.

My name is Patrick Ajudua. Welcome you, Mr. Chairman and time gold that capitals alike to roles to this meeting. A time the company Secretary for reaching out to shareholders. I commend the gross premium on Page 3 which rose by 28% to 17.8 billion from 58.5 billion, driven by improved investment retention new business acquisition and expansion of its distribution network. I commend the bid down of our 29 share performance. We saw the property grew by 11% to 68.4 billion. The live saving rise by 15% to 25.2 billion, while the adds Seto rose by 40% to 632 billion. This reflects a strong execution and resilience across improved IFRS 5 portfolio. I want to commend our ability to meet up with the capitalization which shows that we exceed the minimum regulatory requirements of NGN 15 billion for non-life business and NGN 10 billion for life operation. It is very commending I commented growth in our total assets by 18% to NGN 22.9 billion, while the shareholders followed by 11% to 52.3 billion, reinforcing the company capital trends. My question this morning, Mr. Charman, why do we not pay dividend? Despite an earning per share of over [ 280 co. ] I think it has shown that we have industry sector policy not to pay dividend this year. I don't know why the shareholders look forward to your explanation. The second question is how do you hope to strengthen underwriting discipline and has operational efficiency and deep digital capability to drive sustainable growth. Also, Mr. Chairman, or is our strategic direction in the midst of macroeconomic ads and our ability to remain focus on long-term stability and capital reservations. I would also like to know for you, Mr. Charman, on Page 6, where we have the notice of meeting, special resolution. What is the wisdom behind the resolution to raise additional capital of NGN 18.3 billion via rights issue after the completion of the recapitalization exercise. Mr. Chairman, most of course, I hope that post recapitalization, shareholders mill be brought to the shareholders, but the reverse is what we are seeing. So we want to know why it would be gone to preserve capital, then you should remember that also we talk to your stakeholders and shareholders are very important. Thank you for how we are able to sustain the business despite macro commentaries. challenges. I lso thank the CEO and the management staff for sustaining the long-term vision of the company. We are blessed with a very good audit committee members. And together, I believe that AXA Mansard is going to make a very strong, strong returns to shareholders in the coming year to be. Thank you, and God Bless.

Thank you very much, sir. Thank you very much. Mr. Ajuda. More questions, please. Is anybody there?

Yes, Mr. Chairman. My name is Abdullahi Tambari, shareholder. Mr. Gentlemen, I'll also start by commenting the company or the account you have presented to us, although we have done the AGM lately. Also to appreciate you to appreciate your leadership also to appreciate our CEO for the wonderful results we have received although I don't want to repeat what my colleagues have said, but we still need a dividend, Mr. Chairman and to board because whoever invested this money, what we are upside is 2 main categories. One, capital appreciation and second dividend. Mr. Chairman, we don't go, we have passed the capitalization issue and our shares are as high as it is this year before it started coming down because of probe taken. So Mr. Chairman, I hope you look at what my colleagues have said so that you can pay a dividend. I want to appreciate the company secretary and the legal Opicafor the good job they are doing to us. Any time we have a question, we send anything, especially the legal office she will make sure that we have shearespond to us. and also to appreciate the entire management and the entire staff because without stock, we can't succeed Mr. Chairman. Lastly, I want to congratulate you also Posarac and in Savis. We expected 1 day to be at the NGX, Mr. Chairman. Thank you very much.

Thank you, Sam. Thank you very much. Very well appreciated. Do we have any other questions? All right. CEO?

Thank you, Mr. Chairman, and thank you distinguish shareholders for the questions. Before I start, I think I would like to thank all the shareholders for your interest in our company. A lot of you, usually, we're not even wait for the AGM before reaching out to ask questions. And I will note here, MalamCabiro, Abulabafrom Kebing, Mrs. Adesto Shinola, Mr. Nonwuat various times in the course of the year reach out to ask questions and make inquiries about our progress as a company. I just I think it's important for us to thank you for your interest. I will go through each of the questions asked by the shareholders starting with Mr. -- sorry, Comrade Laurence but all the way from Ibadan. Mr. [indiscernible] want to encourage everyone to embrace direct you I will talk more about the red issuing the cost of answering these questions. Mr. Mutuals commented, the company regarding increase in revenue. By the way, we increased revenue with 28% each arm of our business contributing positively to this growth, health with 40% growth; P&C 11% growth; life 14% growth, and our investment business also grew the cost of 2025. Mr. Gunter gave us a couple of recommendations. You want to strengthen our investment income rather than rely on those capital gains. Again, I will speak more about this in details in the cost of answering all of these questions. Mr. Gunter wants to know when are we going to resume dividend payments. I think I will talk a bit more about why we didn't pay dividend for 2025 year before sharing when we think we'll start paying dividend again. You'll recall, I gave an update on the MCR capital raising by -- as specified by the new laws of the country. And like I said, the MCR, the minimum capital requirement conditions were very stringent. Some of our assets were non-admissible in calculating the minimum capital requirement are specified by NICO. So we needed to look inward and that is why we were not able to pay dividend for 2025. The other option will have for us to ask you to start bringing money at that point, but we thought that it's better for us to look at our balance sheet. And meet the new capital rather than come back to shareholders. That is why we didn't give a dividend, like I said. And I need to also give this information. Since we have been listed, this is the second time we will not be paying a dividend. And the reason why we are not paying dividend this year is also similar to the reason why we didn't pay dividend the last time we didn't pay. And that is because we needed to raise capital as specified by the National Insurance Commission, our regulator. I am confident you will have seen our results for the fourth quarter of this year and the second quarter of this year, we are putting together the results for the third quarter. You will have seen from the results that things are looking up for the company in terms of PBT and PAT. And we are hopeful, audience meal that we resume capital payment at the next AGM. Second, shareholder to ask question is [indiscernible] to Siebel. But I started to refer us to a couple of pages on our annual report, growth in turnover and PBT brought in turnover, yes, we grew the top line, and I've shared how each of the businesses that we manage contributed to the growth in the turnover. Mr. [indiscernible] also noted that we received several awards and recognition. I think those awards and recognitions are a testament to the internal improvement that we always try to achieve as a company, and our desire to be the leading financial services company in the market. Mr. [indiscernible] also commented us on the number of leads that we have on our board and on the management of the company. Again, I need to repeat that our company do not discriminate on the business of gender. And we recognize the peculiarities with our ladies, and we give everyone equal chance of rising through the ladder within AXA Mansard. By the way, if you have only voice as children, please don't be afraid. We also give a fair chance to be children to rise to do ranks in AXA Mansard. [indiscernible] noted that 4 directors resigned and she want us to appreciate those directors. On behalf of the Board, once again, I want to thank all our directors that resigned in the course of the year and to welcome all of the new directors on board. Manitou talk about attendance at Board meetings. I think there were only a few directors that were not able to attend Board meetings in the course of the year. And there are -- the reasons are because of them were in transition, i.e., resigned from the Board, and we are on the verge of leaving that is why some of them didn't attend a Board meeting. We have a very dedicated board members, and our Board members attend all or almost all of our meetings. [indiscernible] wants to know why we do have directors -- all of directors holding shares in the company. Specifically, he mentioned the fact that 5 directors have shares, and we have a lot of -- a couple of other directors that do not have shares. I think all of our directors have the interest of the company at heart. Some of the directors are representing the interest of our majority shareholder, AXA. And it will -- that's why we don't have shares allotted to them in terms of their own direct shareholders. I think they are on the Board to represent the interest of the majority shareholders. And I'm sure the direct charge, so our Chairman has been noted, i.e., -- so mentioned that our Chairman is more than 5,000 or 5 million units of shares, and I agree the due result, Chairman. Ms [indiscernible] finally noted that we made good use of the annual report by advertising our product on most pages within the annual report. Thank you, Ms. [indiscernible]. We also have questions asked by Mr. [indiscernible] amid than wants to know why we didn't pay dividend. I think I've explained that we didn't pay dividend because we needed to retain the earnings that we have in order to meet the new capital. We believe it's better for Harmit. Today, I think about 6 or 8 companies, we're not able to meet the minimum capital requirement and their licensees are withdrawn. And that also speaks to the fact that we prioritize what was important at that point but unfortunately, we couldn't pay dividends in addition to meeting the new capital requirements. Mr. Bamte also talked about Directors Holding, which I think I've answered. I want to apologize to Mr. Bamdeli. We missed all of the donations that we made in 2025 from the annual report. There is no way as a responsible company that we are not going to support the public in terms of donation. We do that almost every year. Indeed, as a company, our staff allotted to houses, just like we have in secondary schools. And individuals within those houses also weigh in, in terms of intervening for public growth, renovating schools, supporting indigents, people in society, and we do that every year, every year. I apologize that we missed this out on our annual report. Importantly, Mr. Tamil wants to know why our operating expenses increased from NGN 8 billion to NGN 14 billion. And I know we owe you an explanation for this. You recall that we mentioned the fact that we have to look inward in terms of meeting the new capital. And the capital meeting process also requires to spend a couple of -- mix a couple of expenses that either to or in 2024 that we didn't make. There are 4 areas in terms of the big jump in expenses. Number 1 is professional fees. Number 2 is insurance-related expenses. I know that I'll get to your question around cyber. As a company, we needed to ensure that we protect your company from cyber risk. And -- before now, we did have an insurance policy covering our exposure from that angle, we have to put that in place so that we are protected as a company. The third part, in terms of the jump in other expenses is IT and maintenance expenses. Because we want to be the best in terms of digitalization. We have to incur a couple of expenses, #1 to protect our cyber space; and #2, to invest in ad wares. In 2021, 2022, we invested in a lot of adwares that was during COVID. Those assets were due to be changed, and we had to change those assets in order to show that we remain in business. Finally, the biggest jump also happened from recording tax expenses. In 2024, we never had any earning expenses on [indiscernible] . But because in looking inward to meet MCR, we add dividend payments from our subsidiaries. From the health business, I think about NGN 10 billion from the investment business, about NGN 600 million, and we incurred retorting tax expenses on this dividend -- on the dividends that we received from the subsidiaries. All of this contributed to the big jump in our other expenses. I can assure you that some of these specs will not recall in 2026. Mr. Vamed also wants to know why there was a bit of a delay in holding the AGM for this year. Mr. [indiscernible] you recall that we always hold our AGM about May, June every year. But the Board decided to tarry well for this year. Because we wanted to articulate what we're required to do or what we are required to do on the right issue so that we can obtain that approval once and for all from you, our shareholders. We could have the AGM in May or June, is, it will be highly likely for us that we are going to come back to you for an EGM. I would thought that if we don't want to waste the company resources in to meetings this year. So we decided to merge both together, and that's why we are having the AGM at this time. Mr. Patrick also commented also on the growth gross premium. Thank you. We are committed to growth every year. And that is why we always want to request all the sources that we show that we achieve our ambitions. We have very, very high ambitions in terms of growth numbers. Mr. Patrick also commented our ability to MCR. I think the [ combination ] should be to the shareholders for bearing with us as we're not able to pay dividend this year. So the [indiscernible] should go back to the shareholders for assisting to meet their MCR. So the combination should go back to the shareholders for assisting to meet Mr. Patrick also commented also on the growth in total assets. Mr. Patrick wants to know why we are not paying dividend. And I think I've spoken a lot about this. You want us to see a strength in our underwriting discipline and digital capacity. I think I will discuss this in details. We saw a dip in our profit before tax this year largely because we had an income that you [indiscernible] in 2025. We had FS gain in 2025 of about 26.9 that is your call in 2025. Indeed, we actually saw [indiscernible] loss in 2025 of about NGN 1 billion. But if you look at the fundamentals of our business, which we can measure by our underlying earnings, that has grown 50%. What I mean is that the fundamentals of the business are still very strong. And we are on course to ensuring that we turn the performance for 2025 around in 2026 Mr. Patrik also wants to know the wisdom behind raising additional capital. I said a bit about this when we started, but I'm going to say a bit more right now. Again, quest to raise more capital is inched on the need to comply with the new rules on insurance practice in Nigeria. The new rules specify that the composite company like us must have NGN 24 billio, NGN 25 billion as the minimum capital or risk-based capital, whichever is higher. And from the pillars we have from NICO, we might be required to hold up to 160% of the MCR as our capital in order for us to be able to write the businesses we're at today. I'm also happy to announce to the shareholders that we are coming back with the bank on annuity. And which means that we must have the required capital to be able to write the book of that will ensure that we achieve a good ambition and our profitability ambition. So that is why we are trying to raise additional capital to the right issue. A footnote to that is that some of our subsidiaries might also require increase in capital in the course of the year. We are aware that the Securities and Exchange Commission in March 2026 release guidelines whereby new requirements for capital has been mandated for asset management companies. And we do have an asset management company, AXA Mansard Investment Limited. We also anticipate that there may be a requirement for capital increase for our health business, we are the leading HMO in Nigeria as our shareholders will recall. And when that happens, if there's a need for us to raise that capital, we don't want to be fine wanting indeed. We want to be the first company to meet this new capital so that we can continue to dominate the market. So these are the reasons why we want to raise [indiscernible] Capital. We want to be proactive in order to ensure that are ahead of the market. Thank you, Mala Cabira [indiscernible] for your questions. I think I've asked the questions around dividend. Hopefully, by next year, we resume dividend payment. I'm sure you are following our results, you've seen first quarter and the second quarter results and also be call, we should resume dividend payment by next year. Thank you, distinguished shareholders.

Thank you very much. I would just say some few words just based on the many questions that came through from our fellow shareholders. Of course, we all know that we live in a turbulent world with the economic uncertainty, the technological disruption we all face, as well as the climate risk and the changing customer expectation. Part of the assurance we want to give you shareholders, everybody here listening is that we would not just protect what we have or grow phenomenally and become #1 in this industry. To become #1, it really means need to hand customer trust. We need to be able to deliver the value we've always consistently promised. We need to stay innovative, creative and adaptable as constantly as the market demand, and of course, most especially, we need to be above the curve at all times to do so at this stage, so much of sacrifice is required and we really want to comment our shareholders for bearing with us. But trust me, by the time we hold the next AGM is going to be a different story as we consistently enter the key [indiscernible] of, I guess, in AXA Mansard even with a biggest shareholder to cook the meal of progress together will definitely be able to do well and make you proud in terms of the earnings you see, the dividends you receive and the company that you're proud. Thank you very much for your questions.

We now move to the ordinary business item #9. I now call on the registrar to explain the voting process. To facilitate the smooth conduct of the business of the day, I will move each motion and invite the secondas for each motion on the call. The seconders are kindly requested to unmute and state their names to enable the secretary to take proper the names. Furthermore, members are kindly requested to follow the voting procedure as explained by the registry. well.

Having 7,148,176 units of shares, representing 79.33% of the company's issued shares. As you vote on the resolutions that will be announced by the Chairman, please note that the Voting results will be inclusive of the recaptured rules. We have put together a short video that will guide you on how to vote during this meeting. Please watch. [Presentation]

The first resolution. We now present the resolutions being proposed for approval at this meeting. Resolution 1. To receive the audited financial statements for the year ended December 31, 2025, and the reports of the Directors, the Auditor and Audit Committee thereon. I hereby move that the audited financial statements for the financial year ended December 31, 2025, and the reports of the Directors, the Auditor and Audit Committee hereon made before the meeting be and are hereby received. I need a seconder, please.

I second the motion.

What's the name, sir? We didn't hear your name. Very well.

[indiscernible] Moses.

The registrar may now proceed with the voting process.

Shareholders kindly refresh your browsers before the voting commences. Voting has started. [Voting]

The voting session has ended. At the end of the voting period, we have a total of 59 shareholders with 7,158,518,097 units of shares, representing 100% of the total vote cast in favor of the resolution. Thank you, Mr. Chairman.

I declare that the motion has been duly carried. Resolution 2 to reelect retiring Directors. I hereby call on the Chairman Audit Committee to facilitate this process.

Mr. Kola Adesina for reelection as a Non-Executive Director of the company. Can I get the seconder, please? Seconder, please?

My name is Ekimae [indiscernible]. I second the motion.

Thank you. The registrar may now proceed with the voting process.

Thank you, Madam. Shareholders, the voting period will be opened for 60 seconds. Kindly refresh your browser to cast your votes. Voting has now commenced. [Voting]

Voting has now ended. At the end of the voting we have 56 shareholders with 7,159,370,495 units of shares representing 99.85% of total vote cast in favor of the resolution. Whilst we have 3 shareholders with 33,250 units of shares voting against the resolution. Thank you, Mr. Charman.

I declare that the motion has been duly carried.

I have I present to you Mr. [indiscernible] for reelection as a Non-Executive Director of the company. A seconder, please.

I so second. My name is [indiscernible]

The registrar may now proceed with the voting process.

Thank you, Mr. Chairman. Voting has commenced. You have 60 seconds to vote. We have 20 seconds at the end of the voting period. Shareholders kindly cast your vote. [Voting]

The voting period is now over. At the end of the voting period, we have 58 shareholders with 7,159,432,066 shares, representing 99.8% of the total vote cast in favor of the resolution. Whilst we have 1 shareholder with 6,000 units of shares voting against the resolution. Thank you, Mr. Chairman.

I declare that the motion has been duly carried. I hereby present to you Mr. Tope Adeniyi for reelection a Non-Executive Director of the company. A seconder please?

I so second, Mr. Chairman. My name is [indiscernible].

Thank you very much. The registrar may not proceed with the voting process.

Thank you, Mr. Chairman. The voting period is now open. We have 15 seconds the end of the voting period. [Voting]

At the end of the voting period, we have 57 shareholders with 7,159,424,258 units of shares, representing 99.99% of the total vote cast in favor of the solution. Whilst we have 1 shareholder with 32,500 units of shares voting against the resolution. Thank you, Mr. Chairman.

I declare that the motion has been duly carried. Resolution 3 to appoint the firm of Ernst & Young as the external auditors for the company. Section 401 of the Companies and Allied Matters Act 20202020 requires shareholders to consider and approve the appointment of the company's ethanol auditors. The term of the current external auditors has come to an end. And Ernst & Young has been proposed for appointment as the external auditors of the company for the financial year ending 31st December 2026, subject to the approval of the shareholders. I hereby move that the firm Ernst & Young be and hereby appointed as external auditors of the company. A seconder, please.