FCMB Group Plc (FCMB) Earnings Call Transcript & Summary

Shareholders, ladies and gentlemen, the time is 10 a.m., and you are all very warmly welcomed to our company's 12th Annual General Meeting. Will Mr. Segun Owolabi kindly give us the opening prayer.

Thank you for standing, please. Our father, our God, our maker, our creator. We thank you for this time. We thank you for bringing us together to deliberate on the performance of our bank. We appreciate you for you have kept us alive till today. We give you glory, honor and adoration. Father, as you want to be deliberating on the meeting, father we pray that you'll be with us in the name of Jesus, we come against every disagreement [indiscernible] in any form, we come against you in Almighty name of Jesus. At the end of it all, which I give all glory on to you, oh Lord in Almighty name of Jesus. Thank you, Father. We bless Almighty name, for Jesus name we have prayed.

Thank you Mr. Owolabi. I think at this point remember not only our later founder, but all the shareholders that we lost between the last AGM and this morning. So let's observe 1 minute silence in their memory. Please be seated. Before we proceed to the business of the day, I should mention that in accordance with Section 1 -- sorry, 256 sub Section 2 of the Companies and Allied Matters Act 2020, the quorum for today's meeting of the company shall be 1/3 of the total number of members of the company or 25 members, whichever is less, present in person. I'm pleased to announce and inform you that the registrar has confirmed that the required quorum has been met. Accordingly, this meeting being duly convened and properly constituted in accordance with the Companies and Allied Matters Act is hereby declared open. Please be informed that this meeting is being streamed live through YouTube on fcmb.com/AGM for the public's participation. Fellow shareholders, my name is Ladipupo Balogun, and I'm the Chairman of the Board. I'd like to introduce fellow shareholders of the company, starting with our Group Chief Executive and the person of Mr. Ladipupo Balogun. We have Mr. Gbolahan Joshua, Executive Director and the Chief Operating Officer. We have Mr. Olufemi Badeji, Executive Director; Professor Oluwatoyin Ashiru, OON, Non-Executive Director; Mrs. Olapeju Sofowora, Non-Executive Director and Independent Non-Executive Director. Other directors are following us virtually in the persons of Alhaji Mustapha Damcida, Non-Executive Director; Doctor, engineer Gregory O Ero, Non-Executive Director; Mrs. Tokunboh Ishmael Non-Executive Director; and Ms. Muibat Ijaiya, an Independent Non-Executive Director. And of course, I have the equal pleasure of introducing our Company Secretary, Mrs. Olufemi, I hereby note the presence of the Chief Executive Officers of our operating companies in the group. I have the further pleasure to introduce the registrars to your company, M/s. CardinalStone Registrar's Limited, represented by Mr. Raymond Akokota, the Statutory Audit Committee, shareholder representatives, Evangelist Akinola Soares, Bolaji S. Daranijo and Mr. Hakeem Batula. We also have our external auditors, M/s. Deloitte & Touche, Mr. Joshua Ojo, and Mrs. [indiscernible]. We have the Board appraisal consultants, M/s. KPMG Advisory Services represented by Mrs. [indiscernible]. It gives me particular pleasure to welcome the regulators. We have the Central Bank of Nigeria CBN represented by Mrs. [indiscernible]. NGS Regulation Limited represented by [indiscernible]. SEC, the Securities and Exchange Commission represented by Mr. [indiscernible] and last but by no means least, the NDIC, Nigeria Deposit Insurance Corporation, represented by Mr. Rob Akenwa, Mr. Kbamuakubu and Mrs. [indiscernible] as well as Mr. Emmanuel Oi. I would like to inform members that in accordance with Section 301 subsection 8 of the Companies and Allied Matters Act, C20 laws of the Federation of Nigeria 2020. The register of directors shareholding is available for inspection throughout the meeting. Details are also contained on Page 48 of the annual report and accounts. I now call on the Company Secretary to read the formal notice convening this meeting.

Good morning. Notice of Annual General Meeting. Notice is hereby given by the 12th Annual General Meeting of FCMB Group plc of the company. We hold virtually on Tuesday, 29th April 2025 at 10:00 a.m. to transact the following: ordinary business: one, to receive and consider the report of the directors and the audited financial statements for the year ended December 31, 2024, the auditor's report thereon and the Audit Committee report; two, to declare a dividend; three, to reelect Ms. [indiscernible] , the director retiring by rotation. Four, to authorize the directors to fix the remuneration of the auditors. Five, to disclose the remuneration of managers of the company. Six, to elect members of the Audit Committee. Special business. Seven, to consider and if thought fit, pass the following resolution as ordinary resolutions that the Board be and is hereby authorized to fix the remuneration of directors of the company for the year ending December 31, 2025, dated this fourth day of April 2025 by order of the Board. The notes to the notice of meeting is as published. Thank you.

Thank you. I declare the meeting duly convened and open. With your kind permission, I would like to suggest that the report of the Chairman be taken as read. Of course, it's available in the hard copies. Thank you. I will further seek your indulgence that we should take the report of the Chief Executive Officer to be taken as read. Thank you so much. I think as you all know, we'll have the opportunity to have questions put and answered by the Chief Executive Officer. These are in the proceedings. Please be informed by the powers conferred on me by Section 248 subsection 3A of the Companies and Allied Matters Act 2020, I hereby demand a poll on the following resolutions, resolutions 1, 2, 3, 4 and 7. Consequently, voting shall be conducted electronically taking into account the votes already sent in through proxies. Please also note that agenda item 6 on the election of the Audit Committee members will be considered after the special business of the day. I think at this point, the registrars will address us on the formula for the voting.

Thank you, Mr. Chairman. Good morning, Mr. Chairman, Board of Directors, regulators here present and distinguished shareholders of FCMB Group plc, I welcome you once more to the 12th Annual General Meeting of FCMB Group plc, kindly be informed that this is a virtual meeting. And as such, polling will be conducted electronically. Each polling session will last for approximately 20 seconds. Thank you, Mr. Chairman.

Thank you. Kindly also note that whenever you are called to second a motion or ask a question or raise a point on any matter under discussion for the purpose of identification kindly state your name clearly so that it can be properly recorded in the report for today's meeting. The first ordinary business for today is to receive and consider the report of the directors and the audited financial statements for the year ended December 31, 2024, the auditor's report thereon and the statutory Audit Committee reports. The report of the directors and the audited financial statements have already been circulated, and I believe that members have all had the opportunity of reviewing them. I therefore lay before you the reports of the directors as well as the audited financial statements for the period ended December 31, 2024. I now call on the company's auditors, M/s. Deloitte & Touche, to present their report.

The auditor's report is on Page 61 of the annual report on financial statements. I seek the consent of the Chairman to read selected sections of the auditor's report.

Yes, go ahead.

Thank you, sir. Independent auditor's report to the shareholders of FCMB Group plc. We have audited the consolidated and separate financial statements of FCMB Group plc and its subsidiaries set out on Pages 40 to 171, which comprise the consolidated and separate statement of financial position as at 31 December 2024, the consolidated and separate statement of profit or loss and other comprehensive income, the consolidated and separate statement of changes in equity and the consolidated and separate statement of cash flows for the year then ended, the notes to the consolidated and separate financial statements, including a summary of material accounting policy information. In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of FCMB Group plc as at 31 December 2024 and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS accounting standards as issued by the International Accounting Standard Board, the requirements of the Companies and Other Matters Act 2023, Banks and Other Financial Institution Act 2023 and Financial Reporting Council of Nigeria Act 2023. We conducted our audit in accordance with international standards on auditing. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the consolidated and separate financial statements section of our report. We are independent of the Group and Company in accordance with the requirements of the International Ethic Standards Board for accountants, International Code of Ethics Professional Accountants and other independence requirements applicable to performing audit of financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with the IESBA code and other ethical requirements that are relevant to our audit of consolidated and separate financial statements in Nigeria. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. For the key audit matters, we have included impairment of loans and advances to customers as well as valuation of goodwill. There are no matters to be brought to the attention of the shareholders. I take you to Page 68. Report on other legal and regulatory requirements. In accordance with the 5th schedule of company's and Allied Matters Act, we expressly state that, we have obtained all the information and explanation, which to the best of our knowledge and believe where necessary for the purpose of our audits. The Group and the Company books of accounts so far as appears from my examination of those books. The Group and Company's financial position and these statements of profit or loss and other comprehensive income are in agreement with the books of accounts and returns. In accordance with the circular BSD/1/2004 issued by the Central Bank of Nigeria, details of insider related credits are disclosed in Note 45(f). During the period, the following conservation were noted within the Group; certain sections of the Banks and Financial Institution Act 2020 and CBN circulars and guidelines; and certain sections of the Financial Reporting Council of Nigeria Act 2023. Details of these contravention and related penalties as disclosed in note 26 to the consolidated and separate financial statements. In accordance with the requirements of the Financial Reporting Council of Nigeria, we also performed a limited assurance engagement and reported on management assessment of the entity's internal control over financial reporting as of 31 December 2024. The work performed was done in accordance with the FRC guidance on assurance engagement report on internal control over financial reporting and based on the procedures we have performed and the evidence obtained, we have issued an unmodified conclusion in our report dated 31 March 2025. That report is included on Pages 37 to 39 of these financial statements signed for Deloitte & Touche in Nigeria. Thank you.

Thank you. Thank you very much indeed. Having had the auditor's report, I wish to proceed to the statutory Audit Committee report. I now call on the Chairman of the Statutory Audit Committee to please read his report.

Thank you, Mr. Chairman. Good morning, Mr. Chairman. Good morning, the directors, good morning co-shareholders and the Audit Committee members and the regulators. Thank you. The report of the Audit Committee -- Statutory Audit Committee can be found on Page 56 of the report. Statutory Committee for the year ended 31, December 2024. In compliance with section 404(7) of the Companies and Allied Matters Act 2020 and the Central Bank of Nigeria Code of Corporate Governance, we have reviewed the Audit Committee report for the year ended 31 December 2024 and hereby state as follows: one, The scope and planning of the audit were adequate in our opinion; two, the account and reporting policies of the Group conformed with the statutory requirements and agreed ethical practices; three, the internal control system was constantly and effectively monitored; four, the whistle blowing channel run by an external and independent third party was found adequate; five, the external auditor’s management controls report received satisfactory response from Management; and six, the gross value of related party loans as at 31 December 2024 was NGN 806.39 million that against 31 December, 2023 NGN 606.64 million, representing credit facilities to companies in which certain Directors have interests, and key management personnel and also these related party loans are performing. Thank by me, Evangelist Akinola Soares, other members of Audit Committee and i[indiscernible] Alhaji S. B. Daranijo [indiscernible], and Mr. Hakeem Batula, Mrs. Olapeju Eniola Sofowora, a Non-Executive Director and my good friend Professor, Oluwatoyin Ashiru. The Group's Head, Internal Audit, Babajide Odedele performing Group performance and [indiscernible] support for 20 year and [indiscernible] company's secretary [indiscernible] performed a wonderful job and [indiscernible]. Thank you, Mr. Chairman.

Thank you. Having read the Statutory Audit Committee report, I wish to proceed to the Board appraisal report. Section 12 of the CBN Corporate Governance Guidelines 2023 provides that there shall be an annual appraisal of the Board, its committees, the Chairman and individual directors covering all aspects of the Board's structure, composition, responsibilities, processes and relationships as may be prescribed by the CBN from time to time. The guidelines further provide that the annual Board appraisal shall be conducted by an independent consultant and the report shall be presented to shareholders at the Annual General Meeting. Accordingly, M/s. KPMG Advisory Services, KPMG was engaged to conduct the appraisal for the financial year ended December 31, 2024. In line with the CBN requirements, I now invite the representative of KPMG to present the Board evaluation reports as set out on Page 34 of the company's annual report and accounts.

Thank you very much.

Thank you.

Thank you, sir. Mr. Chair, I stand on all existing protocols. I'm here to present the report of the consultants to the Board of Directors of FCMB Group plc on their appraisal for the year ended 31st of December 2024. In compliance with the guidelines of Section 10.1 of the Central Bank of Nigeria, corporate governance guidelines for commercial, merchant, noninterest and payment service banks in Nigeria and Section 14.1 of the Nigerian Code of Corporate Governance 2018 have CMB Group plc engaged KPMG Advisory Services to carry out an appraisal of the Board of Directors for the year ended 31st of December 2024. The CBN guidelines mandate an annual appraisal of the Board with specific focus on the Board's structure and composition, responsibilities, processes and relationships. We have performed the procedures agreed with the company in respect of the appraisal of the Board and evaluation of its compliance with corporate governance requirements in accordance with the provisions of the CBN code and the NCCG. These procedures, which are limited in scope, but sufficient for the Board's objectives in line with the codes are different in scope from an external audit. Consequently, no opinion is expressed by us on the activities reported upon. Our approach to the appraisal of the Board and evaluation of the Board's corporate governance practices involved a review of the group's Board papers and minutes, key corporate governance structures, policies and practices as well as the company's compliance with applicable codes of corporate governance. These included the review of the corporate governance framework, representations obtained from questionnaires and interviews with the members of the Board and senior management. On the basis of our review, the group's corporate governance practices are largely in compliance with the key provisions of the codes of corporate governance mentioned above. Specific recommendations for further improving the group's, governance practices are included in our detailed report to the Board signed by myself, Bimpe Afolabi, representing KPMG Advisory Services. Thank you very much.

Thank you. Having heard the various reports, I now invite comments, questions, remarks from shareholders. Please note that all comments will be taken together, while the Group Chief Executive takes notes and will respond after all the speakers have spoken. In view of the number of items to be considered at this meeting, I will be calling on shareholders to speak please for no more than 2 minutes each. We have a number of names here. Many of them are with us in person, others are online. here. Ms. [indiscernible], I think she is here, please.

Good morning, Mr. Chairman, other Board members, the regulatory authorities, my fellow distinguished shareholders. Ladies and gentlemen, my name is [indiscernible]. I'm the President of [indiscernible] Favor Shareholders Association. Mr. Chairman, I have some observations, comments, questions and suggestions on our annual report. With your kind permission, I will quickly run through them. On Page 18, performance highlights. Going through all the indices therein observe and improve the performance in the year under review. I want to seize this opportunity to encourage the Board and the management team for their efforts and improve them to do more to grow our profit. On Page 19, 2024 awards won. I observe that we have 7 prestigious awards to our credit in the year under review. This is highly commendable. Please keep it up. On Page 32 and 33, the beautiful faces of the Board of Directors. I observe that we have only 3 ladies in the Board of 10 directors, which amounts to 30%. This is unacceptable on gender balancing. We have to improve on it going forward. On Page 36 to 41, attendance at Board meetings and Board committee meetings is good, but can be excellent. We have to improve on attendance going forward. On Page 48, directors shareholding, I observe that 8 directors out of 10 listed have a [ shares ] attached their name directly or indirectly in the year under review. This is highly commendable as well. Please keep it up. On Page 50 and 51, donations and charitable gifts, I observe that CSR in year under review centered on health, education, social welfare and youth empowerment. Next time, we should extend it to community development. On Page 74, consolidated and separate statement of financial position. Permit me to limit myself to group position. I observe that our total liabilities increased from almost NGN 4 trillion to NGN 6.4 trillion in the year under review. This is huge. How do we intend to offset it? Thanks and God bless you specially for this opportunity, Mr. Chairman. I appreciate it.

Thank you. Thank you very much. We have a distinguished shareholder online. I hope we can take his questions or remarks. Mr. [indiscernible] is he here? Is he online? We have present with us here another distinguished shareholder, Mr. Ibrude Moses.

Thank you, Chairman. Thank you the Group Managing Director of the Boards and distinguished shareholders. My name is Ibrude Moses. I am the national coordinator of Independent Association of shareholders Nigeria. At first and the most, I really appreciates the board and the management for keeping up for running this great institution. Not only like that, I appreciate the board and the management for being able to raise NGN 140 billion during the public offer, we need to really clap ourself and congratulate ourselves. But there is more that is we require NGN 240 billion to maintain our international stature. It's a great task. The question now goes to the Board and the Group Managing Director and his team. How are we going to achieve this? You have gone for public offer. Are you coming for right? Because that is an option. And your colleagues and other ones that have gone through rights, all of them were successful. So what is the strategy that we are going to adopt to make sure that it become success as it was in the public offer is one of the question I want the Chairman to give us an answer so that we can prepare. There is money. So we can prepare. All right. That is that another one item I want to discuss. After receiving this money [indiscernible] we got NGN 140 billion, we are expecting NGN 240 billion. What are we going to do with the money? How do we utilize our [FLOBIS] money so that return on our investments will be huge and enormous because too much money, NGN 500 billion is not an easy task. Then my concern is how do we safeguard our money because one of the most challenging issue on board is cybersecurity. How we prepared our system, when you have phone, when you have assets that you are managing, likewise, while we are [indiscernible] there are people who thinks 24 hours, how to do what is not necessary. How are we prepared that is are we up to the task? What are the strategy we have put in place to make sure that we are ahead of them 74 hours or even months ahead of them is very key. And it's something that is affecting the financial system throughout the world. Young guys are not sleeping. So what are we doing, which of the team that are not sleeping also that we have to protect what we have and make sure that we live for the next 100 years. That -- I would like a response to that, that will make people more comfortable. Again, this is a general issue, and we are worried about it. [indiscernible] what we have been shouting as shareholders, we have been shouting and talking this is an issue, yes, so years back, something happened. Now an institution was raised. Their life span 10 years [indiscernible] we are concerned that this moment, this [ morning ] will never go. Not today, they have gone, [indiscernible] how long should we be paying our balance sheet percentage on [indiscernible] to these people. What are the money they have [indiscernible] company [indiscernible] and they have bought the loans and they have bought and all of that. Isn't that enough? What are we going to continue to do are going to pay this type of money every year and will it ever end? Once I use this opportunity to raise our concern that you have a time limit, what are the [indiscernible]? Who are concerned [indiscernible] people, what are you doing about it? And finally, This is common one in the industry, contradiction, contradiction, contradiction. We are very sure it is possible to eliminate this contradiction, is it possible? What is the management doing to make sure to eradicate if possible, minimize this payment. Thank you very much. The name once again is Ibrude Moses.

Thank you very much. Honorable, [indiscernible] , please.

Thank you, Mr. Chairman, other Board members very distinguished shareholders watching us live. Mr. Chairman, my own comment will start from Page 7 of the annual report and financial statements. And there I read that Oloye Subomi Balogun, started FCMB as far back as 1977. Mr. Chairman, this is a legacy which our late father has given to almost everybody in this country and beyond. Mr. Chairman, today, FCMB has many subsidiaries employing many people, giving food to many people. And today as well, shareholders would be growing with dividend. This is highly commendable to demand. Please let us give a huge round of applause. Thank you, very distinguished shareholders. But this will not be enough, Mr. Chairman. What we can also continue to say is may his soul continue to rest in perfect peace. My question here is where is FCMB Group plc today after the exit of the founder. Secondly, Mr. Chairman, let's go to Page 72 of the annual report and financial statements. Here I'm referring to interest expense. Mr. Chairman, these days, many banks are no more paying interest on savings accounts. But when I look at the annual report and financial statement of FCMB Group plc, I could see that we paid NGN 396.5 million as interest expense. This is also commendable Mr. Chairman. Let's give them huge round of applause. Mr. Chairman, most banks are not paying interest on savings. My question here is how much and for how many days can one have money in savings accounts before interest could be paid? We want to start challenging banks and the regulators have given us the go ahead to start challenging because our numerous shareholders who are also customers of banks are now asking us what are you doing? So that is my question on that side. Mr. Chairman, I also want to ask on the self-service platform of the bank, especially USSD gold. Mr. Chairman, I want to advise that we try to improve this so as to reduce the influx of people running or going to banks. On a final note, Mr. Chairman, I want to make a request and the request has to do with branch -- our branch network. Mr. Chairman, the bank is very, very large. But if you look at my area, [indiscernible] there's no bank there at all from [indiscernible] to [indiscernible] no bank. From [indiscernible] to Italy, there's no bank there. Mr. Chairman, I want to make a request that you look into this. And that area have two local government secretariats local government secretariats, many business office, stations. So Mr. Chairman, I want us to look into this and please give us a branch there. If a branch is not possible, give us a cash center. If a cash center is not possible, give us ATM gallery there so that [indiscernible] and work on that, Mr. Chairman. On the final Mr. Chairman, I want to refer us to Page 74. A lot has been said by the earlier speakers on the performance of the bank, and we should give kudos to the Board and management of the bank for being proactive and being awake to their responsibilities. Mr. Chairman, Ibrude Moses said that we are looking for NGN 240 billion. But when you look at Page 74, I look at earnings, we have about NGN 186.8 billion there. Mr. Chairman, are you not thinking of giving us a kind of bonus so that we use that to complement what we need. Thank you, God bless all of us.

Thank you. I understand that Mr. Patrick Ajidua may be online. In which case we would like to hear his comments, please. Okay. Let's move on. He might come on later. Is Ridwan Hamza here? Oh, good.

Thank you very much, Mr. Chairman. Okay, maybe we should have Patrick, if he's available now.

Thank you very much, Mr. Chairman. The name is Rizwan Hamza all the way from [indiscernible]. It is actually to ensure that I come here because I foresaw network breaches, especially in [indiscernible] state where they just put off the network at will claiming that they are chasing bandits. Mr. Chairman, I talked about this. So I'd like to open my comments with what we have on Page 3, which is our purpose. Mr. Chairman, below the bold one, we have that we are doing this by democratizing access to comprehensive financial services beyond just the bank account, promoting sustainable economic growth by unlocking transformative capital, exports and therefore flows and taking climate actions through lending investments and operational practices. Mr. Chairman, I am [indiscernible] that with -- I am [indiscernible] that with what we have on Page 10. We talk to as we navigate an evolving economic landscape, we remain resolute in our mission, leveraging our group structure and collective strength to build a future where excellence is not only measured by our achievement but by the positive sustainable impact we create. Mr. Chairman, I looked at -- I looked through these annual accounts, and I find that in conformity with what we have stated here, our CSR is largely channeled towards confirming this. However, I can see that we gave loans to support greenery that is a climate solar power. But we are not exemplifying it. Clean energy, thank you. But we are not exemplifying it. Mr. Chairman, with our investments and loans to clean energy, I expect that when we see our branches or our major regional offices, we should see boldly the glasses, all those glasses that come from top to bottom. Let us see solar panels. That will tell that we are actually practicing what we are not only funding but also preaching. This is a very rich annual report as it has showcased what FCMB stands for, but we need to do more by exemplifying what we preach. Mr. Chairman, Page 27. On Page 27, I want to comment on the launch of Clara and all other achievements we have there. But I'll be asking on number 2, digital lending. FCMB disbursed over NGN 256 billion unsecured loans to small businesses and individuals. The bank's digital loan book stood at NGN 94 billion. Does that mean that the loan disbursed are largely performing unsecured loans? Mr. Chairman, Page 28, I think I talked about that. It is the solar donation of 3.5 kV solar inverter. And I had somebody talking about our deposit called CSR [indiscernible] towards community development. I don't know if this is not -- maybe we need some -- we may need some explanation as to if the [indiscernible] Foundation is not a community center. Pages 33, 36, 40, 41, Mr. Chairman -- Okay, that generally talks about the composition of the Board, which, of course, [indiscernible] talked about. But then Mr. Chairman, I think I need to repeat this that we need more women on the Board. And not just that, but also that we need you to look inward. We have said it our [indiscernible] bank MD is here. That pretty lady sitting beside you is also there. We also have our former Company Secretary, who can be brought so that the experience she had here, we don't just lose all of those like that. Mr. Chairman, I'm trying to round up, but then I must see that on that Page 36, which is about the attendance of directors at meetings. Madam Ishmael , I think you need to improve. Not only that you were absent at one of the meetings here, but also that coming into this meeting, you came late. And I don't know how the Board has fined her for that or if that will be done. I would like to know. Mr. Chairman, I also commend you on Page 37 for the inductions and trainings. We did quite well there. But then if we go to Page 48, we find Directors Shareholding. I want to appreciate every of our directors who increased their holdings, which will take me to Page 49. Mr. Chairman, on Page 49, note -- yes. That is a shareholding analysis by shareholders of the company. You would find out that from this page, we have just 52 new shareholders joining the company during the last public offer because if you deduct 565, yes, -- 513 from 565, it gives you 33 -- sorry, I think it's 52,000. So -- but then the point I'm making is let us do right so that we, the existing can actually benefit from the support we have been giving this institution over the years. Mr. Chairman, Pages 50 and 51, which will -- I will be rounding off after that, which is donations and charitable gifts. For status, I saw that 1, 2, 3, 4, 5, the seventh component there, which is Chartered Institute Bank of Nigeria, corporate membership subscription and annual fund. I should think that should not appear on the page of donations, rather administrative expenses. I don't know, but I'll be asking for some explanation. I need to commend you for employing handicapped. I think we have four of them on our sheets. And I also need to say that all of these donations, I can see a lot of women in business, women in journalism, women in this, Nigerian, women for agriculture but there's no men. Mr. Chairman, I think there is need for us to do gender balancing by -- yes. So Mr. Chairman, let me just round off by talking about my local branch. I want to commend the efforts of the branch manager of FCMB [indiscernible] and her deputy. Those people are doing great in that place. There is also Maria in the customer service department. That girl is also doing wonders. She's professional for excellence. Mr. Chairman, thank you very much, and God bless.

Thank you. [indiscernible] here. Please let's try and keep within 2 minutes or less because we have a few more items on the agenda for today. Thank you.

[Foreign Language] I'm [indiscernible]. I want to join the earlier speaker. Before I get into one or two points here or most of the points has been raised here, I want to appreciate Mr. Ladipupo Balogun, Group Chief Executive Director of this bank, FCMB bank for his genius capacity, for his intelligent capacity, for his leadership role, leadership function to present to us this magnanimous and attractive financial and this is with the support of integral Board and management. This inflationary pressure, this economic trajectory, this volatile economy system we find ourselves in Nigeria, we need to appreciate you despite the fact that we are facing a rigorous experience from the angle of recapitalization, you are able to present to us this attractive and the best for now and the magnanimous results. Let's give them a round of applause please. Well one of my contemporary in the business say [indiscernible] I could see that just a new Board member. And as far as the system is concern, we need to understand the environmental factor that contribute to what she's trying to say or she's trying to encourage you to buckle up but just keep calm your [indiscernible] because I see that. So we just keep because I believe that by the wealth of her experience, you're going to improve better into the business of the FCMB in our interest not only that looking at the -- I'm trying to -- you gave us dividend of -- and I want to appreciate your consistent events [indiscernible] as far as dividend is concerned because that's the legacy left in which because it's not really easy at this difficult terrain in front of [indiscernible] Nigeria. So we want to appreciate the Board and management for this presentation. And at the same time, now that we have really experienced the first phase of recapitalization -- we see that we are going for the second and the third role. I want to encourage the shareholders that are present here to please encourage our people to please patronize when the second phase is coming up because we really need money to inject into our business. Let me quickly run through the few recommendation firstly, and I'm [indiscernible] to one or two questions. To meet the Central Bank capitalization requirements and retain its international banking license, I want to encourage that FCMB should expedite the second and the third phase at its capital risk program. On the issue of optimized borrowing structure, I want the management to review and optimize the borrowing structure to manage debt level effectively and reduce reliance on external borrowing. I could see that we inject more on digital. And the last year because I have a few presentations to be released to the office of the Company Secretary. By virtue of my professionalism, I tried to compare the year 2022, 2023 to 2024, I could see that we have a consistent and cost center progress at this difficult terrain. And at the same time, we try to inject more capital into the Internet, which has a positive impact in our profitability. I want to appreciate management for their proactiveness, for their wisdom, for their initiative and experience and let me submit the questions. How does FCMB plan to scale its nonbanking vertical to balance [indiscernible]? What specific technology or innovation have been prioritized under the digital strategy? What strategy does FCMB have in place to navigate the challenges of operating in diverse regulatory environment? Last one, how is FCMB addressing the risks associated with the currency fluctuation in its various markets? Before I submit it, [indiscernible] for me not to share any comments to effective proactive resilient Group Company Secretary, Ms. Olufunmilayo Adedibu. I want to appreciate that she's energetic. She's -- most of the times you call out if she's in the meeting, she will tell you I will revert. She -- I thank you very much. She attended to the issue -- the pertinent issues, sensitive issues regarding to the company. And it make it simple for us to ask some technical questions at the floor of the meeting like this. So, Madam, may you continue to work in wisdom and understanding. On the final note, I want to wish our company a robust sustainability and profitability. And at the same time, to wish the eminent shareholder present here safe journey to our respective homes. Once again, thank you for the opportunity.

Thank you. Thank you very much. Let's take one more from an online shareholder. [indiscernible] if he's on. Okay. Okay. I think we'll move on in the mean time. Okay. Well, we'll take your final, final comment from Chief Doctor [indiscernible]. Please kindly be as brief as possible, please. We have a long way to go. Please. Thank you.

Thank you, my good friend. And the issue is that I was told that -- brother has told me that it's difficult for you to start fighting at midway because you don't know the extend fight has gone. So let me say this a lot of people, I did know that this meeting is holding and I was expecting for [indiscernible] my dear sister that she will communicate with me that I've been away out of the country and out of Lagos. So it's not I tried [indiscernible] have first, but she knows how to contact me, and I will tell her my movement. However, they say you and I [indiscernible] I think you woman [indiscernible]. She's doing her job diligently. So that cannot be taken away from her. Like my younger brother, he learned the role properly. And that is why he's been pleased by those who spoke. But I believe that one thing that is actually inspiring the increase of our profit is that we actually need to move out of [indiscernible] Nigeria, have branches outside Nigeria. So that will contribute Trump or not Trump. It doesn't stop us from having branches outside the country. So that, that will effectively contribute to the profitability of the bank. We won't do it to have a tax effect. But then at the end of the day, we shall enjoy because more money will come, both in foreign exchange and in our currency. I'm sure you were seeing it yesterday when they told us that the performances of Trump has dived to reduce their position to above 50%. So those are the things. The world is watching every investor, every bank is being captured for us to actually know what is happening in the world. So it is very important that we have subsidiaries outside the country. Even in West Africa, we should have -- I believe we have in Ghana. We don't have? We should endeavor to have branches in those places because your colleagues with other banks are having -- now I was at UBA AGM [indiscernible]. The Chairman of those branches were there about 20 or 25 of them, they were very happy. And many was rejoicing that they are there. So whatever it is, they have those branches there. It will also expose our brands. Now and then we are patient shareholders, who shall be patient to see the branches growing and producing profits plus it is at least 3 years for any new investment to produce profit. So some of us are aware of this and we will propagate it to the -- and shareholders and size patient. We can see what that they have done in the other one. So I hope it will do the magic here and produce maybe 10 to 1 share. So he knows what I'm talking about. So we thank you for that. Please reproduce it here so that everybody will also be happy and enjoy your chairmanship. The issue is that I don't know the extent that we have moved. So many have actually said something about the bank. My opinion and my concern is that we should have outside branch, outside the country, so that we'll be able to account the contribution to profitability. And even if we are increasing the board, we must make sure that we have -- we'll be making enough profit to accommodate the new entrants. So it's very important. So -- very importantly, you know my condition, I don't talk for too long. And I want to also add on all the advisers giving to us on the bank. I think we have Professor on the board who will be able to bring his professorial knowledge into the bank. And very soon, we may be having doctors that don't give injection on the board too. But I wish this bank very well. I'm always praying for [indiscernible] my junior brother because that's the way your father in his lifetime taught me. [indiscernible] like to the children -- we used to discuss that collaboration [indiscernible] because we have since 1976, the father at Naira Properties, you know Naira Properties, the company that built the stock exchange. He was the Company Secretary of Naira Properties, and I was serving him tea then. So that endeared me to him because I give him very nice tea. A human can be satisfied when we are producing organic things to that human, he enjoys it. He will recognize you. But if you are not doing that, he will not recognize you. So I wish this bank success that next time we are meeting the dividend you have paid will increase and the subsidiaries of the company will also increase. And everything about this and what we are saying is that let the companies work with the regulators and make sure that AGM does not flush because it reduces your [indiscernible] when it flashes. Some of them will go to [indiscernible] . Some of them will go to other places. So the company secretary should work along in that line and make sure that you're able to sneak into the dates for the AGM and be able to produce that to the directors to be able to take the rightful date where you will see your shareholders. You see this question of using electronic to conduct is actually not good as you see your shareholders, I think you are better off and you can assess them. All those things, sometimes Nigeria is not right for that because of network problem and the money to buy data by people. So that's why some of them will not attend the AGM. So we should not think of that line of conducting our AGM. Now I'm seeing, I'm seeing for me. Maybe before now, I would say I've not seen for me, I don't know whether she's okay. But now I'm seeing and I know that she's very okay [indiscernible]. So I want to thank all of you for giving me the opportunity to talk, even though I came late, but at least I've made my presence known here. Thank you, my good friend and thank you, my professor. Thank you very much. When this comrade talked about former company secretary, I was just looking at -- I didn't know Mrs. [indiscernible] I don't know where she got that. We must be very factual because all the AGM must be educated for people to know that we are saying the truth. And when you are saying lies, you need another 10 lies to cover 1 lie. So thank you very much.

Thank you. Thank you very, very much. Now we'll have the -- our Chief Executive respond to all those questions and elaborate as necessary. Thank you.

Thank you. Thank you. So thank you once again, distinguished ladies and gentlemen and shareholders, for your words of encouragement to the Board and by extension to all staff of FCMB Group. Indeed, it was a year filled with challenges, but one in which we also recorded some successes. And in that regard, I note the questions that I've been asked about capitalization. And I would want to start there. We have, as you are aware, and it was mentioned, concluded the first phase where we raised slightly above NGN 140 billion. We have two more phases to go that will be happening during the course of this year. And in those two phases, we will be selling shares to -- of two of our potential subsidiaries. A small percentage of those subsidiaries will be sold to targeted investors. The funds will be injected into the bank. Both processes are progressing well. And then we will also be coming back to raise money through the holding company, a subsequent equity raise. A specific question was asked as to whether it will be -- what form will that equity raise take? Will it be a rights issue or something else? We're finalizing that, but we are keenly aware of the interest of our existing shareholders. So we will ensure that we make the -- we create the opportunity for shareholders to be able to take advantage of this offer. There were a number of questions around gender balance on the Board of the holding company, acknowledging that we're currently at 30%. And thank you also on behalf of our company Secretary for acknowledging qualification to be a nonexecutive director. We have certain limitations, but I'll be pleased to inform you that she now serves as a nonexecutive director of the main bank, FCMB Nigeria, representing your interest as shareholders in the flagship bank, which is FCMB Limited. Now I noted just for clarification. I think a point was made by Ms. [indiscernible], I think, asking about the liabilities that we hold in our balance sheet. I want to assure you that there's no cause for concern there, but it is expected that our liability should continue to grow. All our liabilities are more than covered by assets and those assets are always assessed for any impairment. And the numbers that you see in our shareholders' funds basically represents the excess assets that we have above those liabilities in the event that any liability should be required. We also maintain -- or should fall due. We also maintain a healthy liquidity ratio as stipulated by the Central Bank of Nigeria, and we are typically well above that minimum requirement, which basically states that we should keep a certain percentage of specifically our deposit liabilities in very liquid assets that can be called at any time should any customer or depositor seek their funds. And I can assure you that FCMB has remained liquid and able to meet all obligations and liabilities as and when they fall in due. Now we were also asked about cybersecurity. And I would like to ask the group Chief Operating Officer, just to take the answer on what we are doing to protect ourselves from cybercrime.

Thank you, Ladi. Good morning, esteemed and distinguished shareholders. I'll start from awareness. So if you look at Page 37 and 38 of the audited accounts, you'll see that all the 10 board members, we all took trainings on cybersecurity awareness. So the first thing in combating cyber is awareness. So the board was trained, the management was trained. If you look at Page 166, it shows the specific steps we're taking as an organization. We have a chief security -- Chief Information Security Officer in the bank and in some of the other subsidiaries. They are basically responsible for cyber. Now we make a provision every year because even based on Central Bank regulations, you will have losses, but it is keeping the losses within a threshold. So we make a provision every year for losses. In terms of actual losses, we don't hit it. So if you look at our earnings for last year, it grew by 54%. If you look at the provisions we made, it only grew by 34%. So when you look at Page 186, you see fraud and losses, those are provisions we've made. We've strengthened the team significantly. We've brought in people that have experience both in Nigeria and in other jurisdictions from other institutions. So we're very confident that we're taking the right steps. And we've even brought in people from NFIU to also train us on things on money laundering and call so that the team is well fortified. The staff have a good understanding, and we've also invested significantly in tools. Thank you very much.

Thank you. Just to go back to one of the questions that was raised around the capital we are raising and what we will be doing to ensure that we maintain and improve the return on equity? What we'll be doing with those funds? Predominantly, what we see those funds will do for us, first of all, is to address the cost of fund somebody had mentioned interest expense. So we will be using those funds to suppress our interest expense and boost profitability. We will also be using those funds to prepare for international expansion, as was mentioned. This is why we've chosen to retain the international license. We will be growing our U.K. business, but we're also looking at targets or opportunities. We're reviewing opportunities initially in West Africa. We believe that, that will be the natural and safest region for us to begin to look at opportunities. But we expect that by the end of this year, when we would have concluded the capital raising. And certainly, by the next AGM, we'll be able to give you more information as to how we're progressing with that international expansion. But those will be the primary use of proceeds for subsequent funds that we raise. The question was asked around AMCON levy and when will it end? If we knew, we would tell you, but sadly, we ourselves as much in the dark as you are. But I believe that the banking subsidiary here represented by Yemisi Edun, who will be taking the requests of the shareholders and the prayers of the shareholders, that there needs to be some clarity on this point. So I don't know, Yemisi, do we have a specific dates for when the AMCON levy will end? I know it was extended, okay. So -- but we will make these things known vigorously to the regulator. Now a question was asked around branch network and whether we would look -- I don't want to pronounce the name of the place, but somewhere in oil state. I will ask our MD to duly note that request and to see what we can do. Question was asked around the green credentials of the bank and the group and that you would like to see our facades to be adorned with solar panels. Well, we would not want our founder of blessed memory to from heaven scold me. The facade will have to remain our pillars, unfortunately. But what we have done is that we have solar panels on our roof. So if you ever -- I even believe in this building, there are panels on the roof, which help to power the building. But where we do have modern buildings in a few instances we do, where we have modern buildings, if they're well situated and there's good access to sunlight, then, of course, it will always be an option. So we will all keep it in view but certainly for the branches that have this traditional facade, we will not want to compromise the beauty and the distinct. For us, it's part of our brand identity, those branches. Now a question was asked about what we are doing to increase the scale of our nonbanking verticals? Certainly, you will see over the next 2 to 3 years, that nonbanking will probably inch up in terms of percentage of contribution to earnings. Why is that? Because most of the capital that we've been required to raise at this time and that we will need to sweat has to go into the bank. The other businesses are not being asked to increase capital at this time. That being said, we are actively looking to see growth opportunities and how we scale up those businesses through both organic and inorganic means. So inorganic being mergers and acquisitions. So we are currently reviewing a number of opportunities in that regard. But I will also add that technology is going to play a very critical role in the future of our nonbanking subsidiaries and we hope that we're able to scale their contribution of earnings through technology. A number of questions were asked around how we're managing currency? Well, let me, first of all, take innovation because that's related to what I said around technology supporting the nonbanking subsidiaries. Across the group, we are now driving an integrated digital transformation strategy. The aim is to ensure that our customers are able to open accounts, transact, across the group in any subsidiary or business that they're in, that they're able to do all those things digitally. I appreciate the cost of doing things digitally sometimes can be prohibitive. So we're also strengthening our physical channels. So our agent network has now increased to about 500,000 agents where people can do cash in and cash out. Our branches as well will go through a full digital transformation so that even what you have to do in the branch, we're able to do it much more efficiently, largely through self-service without having to deal with an individual if you don't need to. What that will do, of course, again, would mean that you will not have to be using your own device, if you're doing self-service in a branch and therefore, saving you money. But beyond that, there are a few other areas that we're very focused. We see the importance of financial inclusion and getting -- giving people more access to credit. So we continue to transform what we are doing on the lending -- digital lending space, not just in the main bank, but also in credit direct. And you will see that both of those businesses will continue to experience rapid growth, safe growth to those that are predominantly underserved, which is SMEs and individuals and also the micro SMEs. And that's where a lot of our digital lending will be deployed. I know -- and I'll just touch on it briefly that a question was asked around the nonperforming loans with digital, I think it was. And I want to assure you that we're keeping that well within single digits in terms of nonperforming loan ratio. The loan book remains profitable. We're now beginning to benefit from the use of technology to be able to better analyze the credit risk of individuals that we're lending to. I'm sure many of you have -- are aware of the increasing use of artificial intelligence to be able to do some of these things. So that is beginning to creep into how we make our lending decisions. And we expect that, that will also help drive down the nonperforming loan ratio as digital lending grows. Also in the area of asset management and investments, we're working on rolling out a fully digitized offering for our wealth management subsidiaries. So again, our customers will be able to gain access to our wealth products, our investment products through our digital platforms. And what that will hopefully do is grow the number of customers we serve, grow the assets under management and also grow our brokerage commission from the different products that we'll be selling to those that want to buy specific securities. So digital transformation spans across banking, asset management, lending, payments. And we expect that you will see this innovation helping to drive the growth of the business over the next few years, but also helping to improve the efficiency. A ratio, we call, our cost/income ratio will come down as we use technology rather than physical assets to drive our growth. One thing I will add also is that we are paying keen attention to our technology costs because that's an area that can go out of control as you invest. And there are a few things we are doing there. Number one, we're blending the ability to develop our own technology with that of buying from outside. Developing your own technology can take longer and sometimes it can be more expensive, if not done properly, if it's something that's very complex. So we're being selective. But where we find there are things that we can build quickly, where we find there are things that are not too complex, we're also beginning to do some of those things ourselves. At the very least, it allows us to have more choice rather than always having to buy from vendors, particularly those that are charging us in dollars. So with this, we're trying to make sure that we contain our technology costs as we grow and we expand. So technology and innovation for us is also about driving down our cost income ratio. And we believe that over the next few years, what you will see is an FCMB that is delivering a return on equity that is amongst the best of all the holding companies and also an FCMB that has a cost-income ratio that is amongst the best of all the holding companies. And I note, I think somebody said that we should be here in 100 years. We may not be personally here, but FCMB Group will be here and the work that we're all doing today and the investment that you have all made is what will be responsible for making sure that we outlive the current generation of management and staff. And I thank you very much for your continued support.

Thank you. Thank you. Haven't dealt with all the matters raised and more because he expanded in a couple of key areas. Before we commence votes in, I would like to call on the registrars again to present the proxy reports and address shareholders on the voting process.

Thank you, Mr. Chairman. Distinguished shareholders, who are about to commence the voting session. And like I mentioned earlier, voting is going to be conducted electronically by poll. Ahead of this meeting, we received 739 duly executed proxies amounted to 27,646,985,139 units of shares. We also have 14 shareholders physically present. We are going to be taking the electronic votes in addition to the proxy votes for this meeting. Each voting session will last for approximately 20 seconds. We have also distributed voting devices to shareholders for this meeting. Each button on the voting device passed on your voting device. If you're voting in favor of a resolution, you press the #1 button on your voting device and thereafter you press your okay button to submit your votes. If you are voting against a resolution, you press the #2 button and thereafter press the okay button to submit your votes. And if you're abstaining from any resolution, you press the #3 button and thereafter press the okay button to submit your votes. Thank you, Mr. Chairman.

Thank you. I hereby propose the following motion that the report of the directors the audited financial statements for the year ended December 31, 2024. The report of the auditors thereon and the audit committee report, be adopted. Will a shareholder kindly -- well, actually, we have a name here, [indiscernible].

Chairman, I wanted to support dividend, but as you called me, I will do that. My name is [indiscernible]. I like to second the motion. Thank you.

Thank you. Thank you very much. I now call for a poll to be conducted by the registrars.

Distinguished shareholders. Voting starts now. [Voting]

The voting session has ended Mr. Chairman. With your permission, may I give the results. On the resolution to receive and consider the reports of the directors and the audited financial statements for the year ended 31st December 2024, the auditor's report thereon and the Audit Committee report, we have approximately 100% votes in favor of this resolution amounted to 27,647,011,747 units of shares. We also have 2,392 units abstaining from this resolution. Thank you, Mr. Chairman.

Thank you. Following the announcement of the poll results, which indicated an overwhelming majority...

Yes, that's 99.999. So it's approximately...

Okay. Thank you. Thank you. The second item on the agenda is as follows: to declare a dividend. Following the recommendation of the directors, a dividend payment of NGN 55 per share be declared payable to the members so entitled, being those whose names appear in the register of members at the close of business on 16th April 2025. I hereby propose the following motion: that a dividend payment of NGN 55 per share as recommended by the directors be and is hereby declared payable to the members entitled, being those whose names appear in the register of members at the close of business on the 16th of April 2025. Actually, for some of these motions, we have shareholders that indicated their interest in seconding. And for this particular motion is honorable [indiscernible].

Hello. Thank you very much, Chairman. I'll ask the second motion honorable [indiscernible]. I'm here because of that.

Thank you. I now call for a poll.

Distinguished shareholders voting starts now. [Voting]

The voting session has ended Mr. Chairman, with your permission to display the results. On the resolution to declare dividend, we have 100% votes in favor of this resolution. Amounting 27,647, 014,139 units of shares. Thank you, Mr. Chairman.

Thank you. I declare the motion carried without any exception. Thank you. The third item on the agenda is to reelect the director retiring by rotation. According to Section 285, 1 and 3 of the company's and Allied Matters Act C20, Laws of the Federation of Nigeria 2020, which deals with the rotation of directors. At the Annual General Meeting in every subsequent year, 1/3 of the directors for the time being or if their number is not 3 or a multiple of 3, then the number nearest 1/3 shall retire from office and shall be eligible for reelection, if the retiring directors who offer themselves for reelection. Those Ms. Muibat Ijaiya being director due for retirement by rotation since the last AGM has offered herself for reelection. We have a link to the detailed profile of Ms. Muibat Ijaiya and it's to be found on Page 40, 4-0, of the annual report and accounts, while the record of attendance at Board meetings can be found on Page 36 of the annual report and accounts. I hereby propose the following motion that Ms. Muibat Ijaiya, who is offering herself for reelection as a director be and is hereby reelected as an independent Nonexecutive Director. And again, we have a shareholder that had already indicated he is willing next to second the motion in the person of Mr. Moses [indiscernible].

Thank you, Chairman. I, Moses [indiscernible] second that motion. Thank you for the voting.

Thank you. Thank you very much. I now call for a poll by the registrars.

Distinguished shareholders voting starts now. [Voting]

The voting session has ended Mr. Chairman, with your permission. Under resolution to reelect Ms. Ms. Muibat Ijaiya as a director retiring by rotation. We have approximately 100% votes in favor of this resolution amounting to 27,646,996,747 units of shares. We also have the 17,392 units abstaining from this resolution. Thank you, Mr. Chairman.

Thank you. I hereby declare the motion overwhelmingly carried. The fourth item on the agenda is as follows: is to authorize the directors to fix the remuneration of the auditors. By virtue of Section 408 of the Companies and Allied Matters Act 2020, the remuneration of the auditors be fixed by the directors or by the company in general meeting or in such a manner as general meeting may determine. I hereby propose the following motion that the directors be and are hereby authorized to fix the remuneration of the auditors. A shareholder previously indicated is willing to second the motion in the person of [indiscernible] Hakeem Batula.

I hereby second the motion as proposed. My name is Hakeem Batula. Thank you, sir.

Thank you. I now call for a poll.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended, with your permission Mr. Chairman. On the resolution to authorize the Board to fix remuneration of external auditors, we have 100% votes in favor of this resolution, amounting to 27,646,985,139 units of shares. Thank you, Mr. Chairman.

Thank you. Thank you. I declared the motion overwhelmingly carried. The fifth item on the agenda is as follows: to disclose the remuneration of managers of our company. By virtue of Section 257 of the Companies and Allied Matters Act 2020, the compensation of managers of the company shall be disclosed to the members of the company at the Annual General Meeting. The remuneration of the managers of the company is duly disclosed on Page 228 of the annual general -- annual report and accounts and members are hereby called upon to note the same. The requirement is that it be disclosed and that the members to be appointed to the exact page chapter where the disclosure is in the annual accounts and reports. Accordingly, this information has been disclosed to members as required by the Companies and Allied Matters Act 2020. And as I said, it's a disclosure item, which doesn't require any voting. Thank you. Thank you. Special business to be passed as an ordinary resolution. The seventh item on the agenda is to approve the directors' remuneration for the year ending December 2025. The remuneration on the reference is for nonexecutive members of the Board. Being a nonexecutive director myself, I hereby call on the Group Chief Executive to propose this particular motion.

Thank you, Chairman. I hereby propose the motion that the Board be and is hereby authorized to fix the remuneration of the directors of the company for the financial year ending December 31, 2025. I now call on Mrs. [ Juliet Ricketts ], I believe, to propose this motion. Sorry -- to second this motion. I'm sorry.

I hereby second the motion raised. Thank you.

Well, I have to call for a call? Okay. So, please call.

Distinguished Shareholders, voting starts now. [Voting]

The voting session has ended, Mr. Chairman, with your permission. On the resolution that the Board be and is able to authorize to fix remuneration of directors of the company for the year ending 31st December 2025, we have 100% votes in favor of this resolution, amounting to 27,647,014,139 units of shares. Thank you, Mr. Chairman.

Thank you. Please go ahead.

It has not been fixed. Now you are supposed to tell all that Executive Director is entitled -- will entitle to so-so, nonexecutive directors will entitle to so-so. Be that -- as it may if you decide that you are going to fix it at another Board meeting, are you going to invite us to approve it?

For the Executive Director, that's a separate matter, which is disclosed already on page...

To nonexecutive director?

This resolution is for the nonexecutive director.

Let me give this to our lawyer to explain.

Thank you very much, sir. So what we are saying is this resolution is actually to give us the approval to go ahead and fix the remuneration. And that is why next year, for instance, we're going to note in the annual report and account what the remuneration was. For 2024, it's noted in this year's account, and that has always been the practice. So we've got in the approval to fix, and after it is fixed, we declare in the annual reports and accounts.

Well, we learn as we move. We learn as we move. That has not been the practice by other companies. They will tell you that nonexecutive directors will be entitled to so-so thing because it's not -- the executive directors will not get from it that the Chairman's remuneration will be so-so. Other directors will be so-so. We cannot approve this in anticipation of your decision.

But yeah going forward [indiscernible] going forward.

Well, 2 things. As you know, I mean, she is a lawyer. For example, with the auditors, there are fees for the current calendar year, we've got an approval from the shareholders to fix that amount. And this amount...

Chairman sir -- let us amend it to fix and approve...

Okay, it's noted. Thank you.

So let we move -- that it is fixed and approved.

Okay. Can we move on?

Mr. Chairman, the name [indiscernible] second the motion as moved by honorable [indiscernible] for the fixation and approval.

Thank you. Yes. The sixth item on the agenda is to elect members of the Audit Committee. Section 404 subsection 3 of the Companies and Allied Matters Act 2020 provides that an Audit Committee should be established by a public company. Section 404 subsection 3 of the Companies and Allied Matters Act provides that the Audit Committee shall consist of 5 members, 3 shareholders, representatives and 2 nonexecutives of the company, making the 5. The Board has approved Professor Oluwatoyin Ashiru OON and Ms. Olapeju Sofowora as the 2 nonexecutive directors to represent the Board on the Statutory Audit Committee. Three shareholders were nominated by members, and this was done not less than 21 days before the AGM as prescribed and the nominations were verified by the registrars as required. These nominees are Evangelist Soares Peter Akinola, nominated by [indiscernible], Chief S. Bolaji Daranijo, nominated by [indiscernible] and Hakeem Abayomi Batula, nominated by [indiscernible]. Accordingly, having met the number of members required by the Companies and Allied Matters Act, I present the following persons as members of the Statutory Audit Committee of the company for the financial year that would end December 31, 2025. And the members are as follows: Evangelist Soares Peter Akinola, Chief S. Bolaji Daranijo, Mr. Hakeem Abayomi Batula, Professor Oluwatoyin Ashiru OON and Mrs. Olapeju Sofowora. Fellow shareholders, I thank you all on behalf of the Board of Directors for attending this meeting and showing the customary interest you've always shown over this 12th Annual General Meeting and also for the very useful questions and comments made and responded to -- by our Chief Executive. I would also like to say a special thank you to the -- not just the senior management, management and all the staff -- dedicated staff of FCMB because at the end of the day, our most valuable resource is in our people. And on behalf of the Board of Directors and also on behalf of the shareholders as a shareholder, I'd like to pay a huge -- say a huge thank you to our staff because the year -- the past year was very challenging, as we all know, in our own various businesses and enterprises and that they continue to perform, produce and know that is a testimony of their dedication and relentless hard work, not least as an example, the capital raise, which was successful and also the expectation that the second tranche that will maintain our international status. I'm confident it would also be accomplished. So thank you very much to all the staff and of course, the management. Dear shareholders, ladies and gentlemen, this concludes the formal business of our 12th Annual General Meeting, and I accordingly declare the meeting closed. Just before the national anthem. Mr. [indiscernible], kindly give us a short closing prayer. Thank you.

[Foreign Language] We thank God for the success of this meeting, and we pray that God grant us peace. We pray that God grants the Board management and staff of the bank the knowledge, wisdom and understanding of the terrain to steer the wheel -- ship of the company to greater heights. [Foreign Language] We pray for peace in Nigeria. We pray for peace in Nigeria. We pray for peace in Nigeria. We pray for peace in our homes. We pray for peace all over Africa and indeed in the entire world. [Foreign Language]

Thank you. Thank you all very much, indeed. Thank you.