FCMB Group Plc (FCMB) Earnings Call Transcript & Summary
December 8, 2025
Earnings Call Speaker Segments
Ladipupo Balogun
ExecutivesI should mention that in accordance with Section 256 of the Companies and Allied Matters Act 2020, the quorum for the 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 or by proxy. I am pleased to inform you that the registrar has confirmed that the required quorum has been met. Accordingly, this meeting, having been 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 https://on.fcmb.com/egm for the publics participation. Fellow shareholders, my name is Ladi Balogun, the Group Chief Executive of FCMB Group. I will be chairing this meeting on behalf of Mr. Ladi Jadesimi. I would like to introduce the directors of the company as follows: Mr. Gbolahan Joshua, Executive Director and Chief Operating Officer; Professor Oluwatoyin Ashuru, OON, Non-Executive Director. We also have online Mr. Olufemi Badeji, Executive Director; Mrs. Olapeju Sofowora, Non-Executive Director; Dr. Engineer Gregory O. Ero, Non-Executive Director; and Ms. Muibat Ijaya, Non-Executive Director. And of course, I have the pleasure of introducing your Company Secretary, Mrs. Olufunmilayo Adedibu. I hereby note the presence of the Chief Executive Officers of the operating companies in the group who are online. I also have the pleasure to introduce CardinalStone Registrars Limited, represented by Mr. Raymond Akokota. I have the pleasure of introducing the following persons who are present online: Banwo Anigodalu, represented by Mrs. Ayotundig Uwigbe; Deloitte & Touche, represented by Mr. Lawal Hassan and Uluwa Tomoche Onokya. I have the pleasure to welcome the regulators. The Central Bank of Nigeria represented by Mr. Obuda Bodesya and Mrs. Okulehi Sijindu Amarachi. The Nigerian Exchange Group represented by Mr. Bonovenchu Umuji. The Securities and Exchange Commission represented by Mr. Ibrahim Usman. The Nigeria Deposit Insurance Corporation represented by Mrs. Bolakale Adibuwe, Mr. Emmanuel Luafemilabi and Mr. Gabriel Upata. I now call on the Company Secretary to read the notice convening the meeting.
Olufunmilayo Adedibu
ExecutivesThe notice of the meeting is circulated to members with Items 1 to 9 on the agenda being the special business for the meeting and if thought fit, to be passed as ordinary resolution by shareholders. This notice is by order of the Board dated 15th day of November 2025. Shareholders are also called upon to note that an addendum to the notice of meeting, amending Resolution 1 of the AGM notice was published on 22nd November 2025 by order of the Board. Thank you.
Ladipupo Balogun
ExecutivesI declare the meeting duly convened. I'm to give a brief statement, but I shall keep it very short, just to welcome you all here today. We're here for the very important business of approving an increase in our capital and allowing us to take up to NGN 400 billion with respect to the public offer just concluded. It's important that we do this for 2 reasons. First of all, following the very successful public offer, where we were significantly oversubscribed, we feel that it is important to accelerate the process of compliance so that we can retain our international license by taking some of the oversubscription. It will not be all of the oversubscription that we'll be taking, but we want to be able to take some of that oversubscription. But secondly and more importantly, I think I should stress that we had set out on the recapitalization program to follow 3 very specific steps. The first was last year's capital raising that was very successful. The second was the sale of minority interests in 2 of our subsidiaries. And the third was to be this public offer. Now at the point of concluding this public offer, we as an entire industry received a new circular from the Central Bank of Nigeria, which made clarification on one of their earlier policies. And this was something that affected every bank and every holding company in the country, basically saying that the regulation that stipulates that the share capital of holding companies must be greater than the share capital of all the operating companies added together if you want to be able to pay dividends as a condition for paying dividend. We had interpreted prior to this, the definition of share capital as being paid up capital. However, the Central Bank clarified in their circular very recently after our offer had closed that by share capital, they were referring to both paid up share capital plus share premium. Now what that meant is that the -- if we were to go ahead with all our minority sales that we wanted to do, which would have generated somewhere between NGN 50 billion and NGN 80 billion of proceeds from those minority sales and then invested those into the bank, the bank's share capital and premium would have increased by that amount, whilst holdco share capital and premium would remain constant. That increase, we'll just pause to receive one of our directors, Dr. Engineer, Greg Ero. Thank you. I will now continue. As I was saying, if we had proceeded with that plan, the share capital and premium of the subsidiaries would have increased by that amount and the share capital and premium of the holding company would have remained constant. That increase would have meant that the subsidiaries share capital and premium was now greater than that of the holding company. So we would not have been able to pay dividend. What that has meant is that we've had to shrink the size of divestments we will be making. We will now only be doing divestment in one company, where we'll be selling about 10% of our Pensions business, and we had previously intended to sell up to 20% of Credit Direct. We will no longer be doing that. And what we will then need to do is to take more of the -- from the capital raise, so take oversubscription, some of the oversubscription to ensure that when we add that to the 10% that we are investing from pensions, we will have attained the NGN 500 billion. We're having to do this to ensure that our ability to pay dividend at the end of this year and subsequent years will be unaffected. So that is the rationale of the various increases that we have requested. And I thought it was important to share that. I will also stress that based on our projections, the oversubscription will be accretive to our earnings per share. So it will not diminish the returns that shareholders should expect. And in fact, we've projected that over the next 2 years, earnings per share should still be able to grow by, I believe, it's it over 40 -- is it 44% or 45%? About 58% per annum over the next 2 years. So the returns should still be very, very strong. And we believe that it is positive. It makes the group and the bank more resilient to be able to take shocks. But equally importantly, it gives us more capital to invest in the growth of the business. So I thought that background is important so that you understand the motives behind the increase in capital that we're asking at this EGM. Thank you very much. So moving on to the next item on the agenda, some preliminary information to note as we go into the business of the day. Please be informed that by the powers granted on me by Section 248 of the Companies and Allied Matters Act 2020, I hereby call a poll on Resolutions 1 to 9. Consequently, voting shall be conducted electronically. Please, whenever you are called to second a motion, 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 noted for record purposes. I would like to call on the registrars to present the proxy report and address shareholders on the voting process.
Unknown Executive
ExecutivesThank 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 Extraordinary General Meeting of FCMB Group Plc. As registrars, we are here to deliver the proxy report and attendance report for this meeting. We received a total of 620 duly executed proxies amounting to 28,573,498,331 units of FCMB Group Plc shares. We also currently have 14 shareholders in fiscal attendance amounting to 260,494 units of shares, giving the total attendance of 634 shareholders amounting to 28,573,758,825 units of shares. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesThe meeting will now proceed with the business of the day. The special business, the first item on the agenda is to increase the authorized additional capital raise limit from up to NGN 340 billion to up to NGN 400 billion. I hereby propose the motion that the authorized additional capital raise limit be and is hereby increased from up to NGN 340 billion to up to NGN 400 billion through the issuance of securities as outlined in the notice of the meeting. Will a shareholder please second this motion?
Unknown Shareholder
ShareholdersMy name is [ Elijah ]. I second the motion.
Ladipupo Balogun
ExecutivesI now call for a poll. My apologies.
Unknown Executive
ExecutivesThank you, Mr. Chairman. Distinguished shareholders, commencing the voting session. Each session is about 20 seconds. Voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended. With your permission, Mr. Chairman, may I display the results? We have a 99.99% votes in favor of this resolution, amounting to 28,564,948,763 units of shares. We also have 1.9 million units voting against the resolution and 459 units abstaining from the resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesThank you. I believe some of our members are struggling with the devices. So maybe we can just pause and maybe they can share what the problem is.
Unknown Executive
ExecutivesOkay. So any voting on the voting device, pass your device on. So if you're voting in favor of a resolution, you press the 1 button and thereafter press the okay button to submit your vote. If you voted against, you press the number 2 button thereafter press the okay button to submit your vote. And if you're abstaining, press the number 3 button and thereafter press the okay button to submit your vote. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesI hope that is clear for shareholders. Okay. So following the announcement of the poll results by the registrar, I hereby declare that the resolution has been carried. The second item on the agenda is to authorize the company to accept oversubscriptions from the 2025 public offer of the company's shares and offer additional shares up to the limit prescribed by the SEC, subject to obtaining relevant regulatory approvals. I hereby propose the motion that the company be and is hereby authorized to accept oversubscriptions from the 2025 public offer of the company's shares and to offer additional shares up to the limit prescribed by the Securities and Exchange Commission, subject to obtaining relevant regulatory approvals. Will a shareholder please second the motion?
Unknown Shareholder
ShareholdersMy name is Mrs. [ Ulawejo ]. I hereby second the motion.
Ladipupo Balogun
ExecutivesI now call for a poll.
Unknown Executive
ExecutivesDistinguished shareholders, voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended. With your permission, Mr. Chairman. We have 99.99% votes in favor of this resolution amounted to 28,564,952,244 units of shares. We have 1.9 million units voting against the resolution and 459 units abstaining from the resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesFollowing the announcement of the poll results by the registrar, I hereby declare that the resolution has been carried. The third item on the agenda is to increase the issued share capital of the company from NGN 30,002,169,782 divided into NGN 60,004,339,565 ordinary shares of 50 kobo each by the creation and addition of the exact number of ordinary shares, which will be required to give effect to resolution 1 above. I hereby propose the motion.
Unknown Shareholder
ShareholdersI, [ Moses ] second that motion. Thank you, Chairman.
Ladipupo Balogun
ExecutivesOkay. So I'll just read the motion again. The company hereby approves the increase of its issued share capital from the NGN 30,002,169,782.50 divided into 60,004,339,565 ordinary shares of 50 kobo each by the creation and addition of the number of ordinary shares required in fulfillment of resolution 1. So that was the motion you are seconding. Thank you. I now call for a poll.
Unknown Executive
ExecutivesVoting starts now. [Voting]
Unknown Executive
ExecutivesVoting session has ended. With your permission, Mr. Chairman. We have a total of 99.99% votes in favor of this resolution amounted to 28,564,955,763 units of shares. We also have 1.9 million units voting against resolution and 459 units abstaining from resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesI hereby declare that the resolution has been carried. The fourth item on the agenda is to authorize the Board to pass resolutions to: a, increase the company's issued share capital by the specific number of new ordinary shares required for the capital raise; and b, allot such said number of new ordinary shares to relevant investors upon completion of the capital raising exercise. I hereby propose the motion that the company hereby approves the resolutions proposed in Item 4 of the meeting agenda. Will a shareholder please second this motion?
Unknown Shareholder
ShareholdersThank you, Mr. Chairman. My name is Mrs. [ Bakariya ]. I hereby second the motion.
Ladipupo Balogun
ExecutivesI now call for a poll.
Unknown Executive
ExecutivesDistinguished shareholders, voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended. With your permission, Mr. Chairman. We have 99.99% votes in favor of this resolution amounting to 28,564,955,763 units of shares. We have 1.9 million units voting against the resolution and 459 units abstaining from the resolution. Thank you, Mr. Chair.
Ladipupo Balogun
ExecutivesI hereby declare that the resolution has been carried. The fifth item is to approve the equal ranking of the new ordinary shares referred to in resolutions 3 and 4 above with all existing ordinary shares of the company. I hereby propose the motion that the company hereby approves the equal ranking of new ordinary shares with all existing ordinary shares of the company. Will a shareholder please second this motion?
Unknown Shareholder
ShareholdersI, [ Komeno Ugutewe ], hereby second the motion.
Ladipupo Balogun
ExecutivesI now call for a poll.
Unknown Executive
ExecutivesDistinguished shareholders, voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended. We have 99.99% votes in favor of this resolution amounted to 28,564,955,763 units of shares. We also have 2,000,458 units voting against the resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesI hereby declare that the resolution has been carried. The sixth item on the agenda is to approve the amendment to Clause 6 of the company's Memorandum of Association to reflect the new issued share capital. I hereby propose the motion that the Board be and is hereby authorized to amend Clause 6 of the Memorandum of Association of the company to reflect the new issued share capital. Will a shareholder please second this motion?
Unknown Shareholder
ShareholdersYes. Thank you, Mr. Chairman. My name [ Ugola ]. I raise to second the motion.
Ladipupo Balogun
ExecutivesI now call for a poll.
Unknown Executive
ExecutivesDistinguished shareholders, voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended. With your permission, Mr. Chairman. We have 99.99% votes in favor of this resolution amounting to 28,564,948,763 units of shares. We also have 2,000,458 units voting against the resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesI hereby declare that the resolution has been carried. The seventh item on the agenda is to authorize the Board to take such further actions and do such further things as may be required to give effect to the resolutions outlined in the agenda, including, but not limited to, obtaining the approvals of the relevant regulatory authorities. I hereby propose the motion that the company hereby authorizes the Board to take further actions and do such further things as may be required to give effect to the resolutions outlined in the agenda, including, but not limited to, obtaining the approvals of the relevant regulatory authorities. Will a shareholder, please second this motion?
Unknown Shareholder
ShareholdersThank you, Mr. Chairman. My name is [ Gulabi ]. I hereby second the motion.
Ladipupo Balogun
ExecutivesI now call for a poll.
Unknown Executive
ExecutivesDistinguished shareholders, voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended with permission, Mr. Chairman. We have 99.99% votes in favor of this resolution amounted to 28,564,706,575 units of shares. We also have 2,000,458 units voting against resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesI hereby declare that the resolution has been carried. The eighth item is to authorize the directors and Company Secretary to take necessary steps in fulfillment of the above resolutions and to, on behalf of the company, sign, execute and/or dispatch all documents and notices. I hereby propose the motion that the directors and Company Secretary be and are hereby authorized to take necessary steps in fulfillment of the above resolutions and to, on behalf of the company, sign, execute and/or dispatch all documents and notices. Will a shareholder please second this motion?
Unknown Shareholder
ShareholdersThank you, Mr. Chairman. I second the motion. My name is [ Aqil ].
Ladipupo Balogun
ExecutivesI now call for a poll.
Unknown Executive
ExecutivesDistinguished shareholders, voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended. With your permission Mr. Chairman. 99.99% votes in favor of this resolution amounting to 28,564,956,222 units of shares. We also have 1.9 million units voting against the resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesI hereby declare that the resolution has been passed. The final and the ninth item is to authorize the Company Secretary to do all things necessary to give effect to the resolutions passed at this EGM, including filing the relevant returns at the Corporate Affairs Commission. I hereby propose the motion that the company hereby authorizes the Company Secretary to do all things necessary to give effect to the resolutions passed at this EGM. Will a shareholder please second this motion?
Unknown Shareholder
ShareholdersMr. Chairman, I second that motion. I'm [ Riket Juliet ].
Ladipupo Balogun
ExecutivesI now call for a poll.
Unknown Executive
ExecutivesDistinguished shareholders, voting starts now. [Voting]
Unknown Executive
ExecutivesThe voting session has ended. With your permission, Mr. Chairman. We have 99.99% votes in favor of this resolution amounting to 28,564,952,244 units of shares. We also have 1.9 million units voting against the resolution and 459 units abstaining from the resolution. Thank you, Mr. Chairman.
Ladipupo Balogun
ExecutivesI hereby declare that the resolution has been carried. Dear shareholders, I will now pause to take a few questions and/or comments if any.
Unknown Executive
ExecutivesThere's a shareholder online. Please allow him, he has a question. Mr. [ Aduduwe ] is online.
Unknown Analyst
AnalystsI rejoice with you and the board and management on this auspicious occasion of our capital raising, which no doubt has given us more credence and opening in the financial sector. I commend the fact that on resolution 2, we seek approval to accept your 2025 public offer. You will recall that our price has moved from the beginning of NGN 9.40 in the beginning of the year and now to as high as NGN 150 kobo. That is a tremendous achievement to intend to prevent the possibility of a fall in our earnings per share due to share volume of new shares if expanded and the capital base if it doesn't generate adequate returns. Number two, there is a strong investor demand for your shares as seen in the oversubscription of 2024 offer. How do we hope to leverage on these strong sentiments and enhance investors' return and confidence in the bank. I will conclude by telling you that remember success doesn't just appear immediately. It grows. Growth takes time, while strength takes patience. So keep the light running and one day, FCMB will be among the top 5 banks in Nigeria. I want to commend you and the Board and the shareholders to support this resolution as we have faith and confidence in the Board and management of FCMB. I wish all and happy new year in advance.
Ladipupo Balogun
ExecutivesThank you. I believe I will take all the questions together, if you wouldn't mind. And we will now move on to -- I believe there's a second question.
Unknown Executive
ExecutivesYes.
Unknown Analyst
AnalystsThank you, Mr. Chairman, for the opportunity given to me. Mr. Chairman, Board of Directors, regulatory authorities, my fellow shareholders, good morning. My name is Mrs. [ Bisipakari ]. I will begin my comments by commending the Board and management for their strategic direction and for the oversubscription of 2025 capital raising. This shows investors' confidence and trust in the Board and management of FCMB Group, and this is highly commendable. And this also shows that our brand, I mean FCMB brand is very strong in the market. Please let us appreciate FCMB for that. And again, I observed that one of our branch in fact, not even only one, not even 2, most of our ATMs, when you go there, when you need new note, just go to any FCMB ATM, you will get new note. We really appreciate FCMB for that. Having said that, I would like to seek clarification on whether shareholders will subscribe for 2025 shares, will qualify for 2026 dividend payment. That is 2026 AGM for 2025 financial year. In conclusion, I want to ask that what are the strategic area of our business we tend to apply the proceeds of the offer. Once again, thank you very much for the opportunity given to me.
Unknown Executive
ExecutivesAnother shareholder that has indicated -- Mr. Ridwan Hamza is online. He has indicated -- Mr. Hamza, please.
Unknown Analyst
AnalystsSentiments shared by -- follow to that, I would like to appreciate the company for -- shareholders -- staying through with the loss of the land and wish us compliments...
Ladipupo Balogun
ExecutivesOkay. I believe if I'm not mistaken, you were not asking a question, but you are commending and what others were -- commending the organization and aligning yourselves with what others said. Thank you.
Unknown Executive
ExecutivesMr. [ Eric Akindolu ].
Unknown Shareholder
ShareholdersGood morning, Mr. Chairman. Good morning, Board of Directors, shareholders present and virtual. My name is Eric Akindolu, shareholder. Firstly, I need to align myself and also to commend you for taking a decisive measure in arresting the unforeseen situation that may arise probably after this our last offer that means by extending or changing the resolution from NGN 340 billion to NGN 400 billion. I really want to commend you for that. And also just a few questions, which I -- which really bothers shareholders in terms of dividend payment. I want to ask what are we really doing in terms of our dividend payment because when you look at the yield of our dividend payment, it's always very low. So I want you to tell us what is likely to be our dividend yield in the subsequent years after this recapitalization. And secondly, we are -- seems that we are too quiet. We are a very strong bank. And when it comes to our strength, we are a little bit too quiet. I want us to be more aggressive in terms of letting the world know what we are doing in terms of marketing, in terms of publicity so that those that are not having what we have, they will know that we have something strong and people will be aware of our strength and that will give us more formidable leverage in the capital market. Thank you, Mr. Chairman, for this opportunity.
Unknown Executive
ExecutivesSo that we can move on after this question, please. And we'll give the opportunity to answer. So Mrs. [ Thorpe ] will get the last question, we will take it. Thank you.
Unknown Analyst
AnalystsThank you very much. My distinguished directors and acting Chairman that we have here. I agree to all of you and my fellow distinguished shareholders. My name is Mrs. [ Uluwayo ]. I want to align myself with all the compliments that have been put on our bank. And I don't want to repeat what they have said. But there is an issue that has always been on my mind. With the international license that we have, and our effort now to keep that international license, I think we need to improve on our bank -- the ambience of our banks from outside very attractive. But when you enter inside many of our branches, I think that there is much more that we need to do. I think that with the -- our new NGN 400 billion, I think that we need to improve banking halls. Many of the banking halls are very small, very small. Many of the banking halls. I think some of us, we are not just shareholders, we are also customers who bank with our bank. And when we enter inside the banking halls, compared to many other banks, even banks that are not -- sorry, national, not international -- with international license, some of them -- many of them have better sidelooking premises in -- I'm talking about inside the banking hall, where outside is very attractive, and I congratulate our bank for that. But when you enter inside many of them are small, small, small, small, it's like it's a cottage banking. And I think that we have moved beyond that. So in applying the proceeds of this offer, I want us to look in that direction. Thank you.
Ladipupo Balogun
ExecutivesThank you. I would like to welcome Chief [ Soniyasu ].
Unknown Executive
ExecutivesDo you have a question for us? Can you please give him the microphone.
Unknown Shareholder
ShareholdersI came here for the respect I have for my -- and respect the company secretary continue to give me. Otherwise, the roads were very bad today. Let me just catch my breath.
Ladipupo Balogun
ExecutivesOkay. We will give you an opportunity once we finished answering the questions we have received. And hopefully, when we give those answers, it may even address some of the points that you have.
Unknown Shareholder
ShareholdersI agree to all of you.
Ladipupo Balogun
ExecutivesThank you, sir.
Unknown Shareholder
ShareholdersAll the directors for your effort to be #1 bank in Nigeria, will grant it. Because this is the only bank that has gotten to that level of trying to retain whatever they have and exceeded the regulatory requirement. I also want to the sound a warning to Central Bank because they are not -- they are just regulators. They are not shareholders of the bank. You have to make sure that you return a good -- to the shareholders who made it possible for us to have money in the first place and to return money. Central Bank is not -- they are not a shareholder. And I know that -- sorry, they are not a shareholder. I know that they have been controlling the dividend being paid to shareholders. In so doing, you are discouraging the shareholders, those who are bringing in money, the seat providers. And it's important that every organization that has seat provider also respect and get back to their seat providers so that they'll be happy whenever they are called upon. I want to say, at least I listen to the last statement of the last speaker that, number one, my experience of 50-something years in the capital market does not see when you collect money by the bank that those money should be used to furnish and spend on furniture and all this and that. Basically, the money is meant to be invest in working capital and to produce results for those that provided the money. I am not challenging the last speaker, but that's the reality of the day. So we look forward to as you are going home happily with enough money or retain money which you got from the providers, people at the end of the year should also be very happy that they invested in FCMB. That's very paramount. So we continue to wish you well. You came up in the midst of the big ones, I show them that the young share grew. And definitely, the young share grew. I'm sure 10 years ago was not like this, neither yourself. I remember when I used to follow you about in 19 -- around 19 -- sorry, 1976 and so on when you was in Nikon, you were all young then. I used to follow about in Daily Times, Naira Properties when we were about to build the stock exchange house -- about to ensure that there's enough money coming in to give you -- that built the building. So I remember those things despite my head challenges. I remember those things. And I remember the first time I came to his house there. Okay. Okay. It's like my story is not actually interested to any point.
Ladipupo Balogun
ExecutivesNo, we're enjoying it.
Unknown Shareholder
ShareholdersHowever the history is mine. So well done and congratulations.
Ladipupo Balogun
ExecutivesThank you very much. So we will now move to answering the questions. And I will begin by -- from where we started, so in the order of which the questions were asked. The first was how we will prevent earnings per share from falling following this very significant capital raise. I think as mentioned earlier, we are projecting a growth in EPS average over the next 2 years of over 50%. So the projections already indicate that in spite of this, capital raise, earnings per share will grow very materially. And that growth rate, I expect is going to be higher than most likely the growth of the index over those next 2 years. It's very unlikely that the index itself will grow at above 50% average over the next 2 years. It therefore means that FCMB most likely should be, if these projections are fulfilled, certainly performing better than most of the market. We will be doing this partly by the fact that, number one, this capital, first and foremost, is going to be used to pay down on our most expensive deposits. When we pay down on those deposits, it also releases the cash reserve requirement that is tied up to that and immediately gives a return on that money that will most likely be above our existing return on equity. And we think probably somewhere in the region of 25% to 30% return is what we'll be getting on that capital as we deploy it to pay down on the more expensive deposits. All that will also do is give us the ammunition to accelerate our growth without seeing our expenses rise at the same pace. So we're targeting over the next 2 to 3 years, that the growth of our expense base should not materially exceed inflation. It may be 1 or 2 percentage points above because we're investing for growth. But we expect that the revenue will grow significantly by significantly more as this capital is deployed, and I'll talk a bit about how we're going to deploy the capital shortly. So with all this, we expect that we will be able to see earnings per share continue to rise. The question was also asked on how we're going to leverage the demand in our shares to bolster the returns for our shareholders. I think one thing you should expect, and it relates to one of the points raised around our communication and letting the world know what is happening. Certainly, you will see significant increase in the engagement, and we have members of our communication team here. We expect that the level of engagement and communication we have with customers and the investing public will step up significantly so that people understand the prospects and the performance of the business better. I think that communication will be important in making sure that we sustain the demand for the shares. But beyond that, we're also paying very close attention to dividend. We expect that following this capital raising, our capital adequacy ratio will move to above 20% that is likely to have positive impact on our risk rating with the regulators. And when that happens, all other things being equal, it means that our ability to pay dividend actually will grow. So I think with a stronger dividend payment as well as stronger communication and thirdly, the growth in EPS, there's every reason to expect that we will be able to leverage on this already strong demand for our shares to see that, that demand continues to be there. The question was also asked whether the 2025 subscribers will qualify for the 2026 dividend. And I can confirm that subject to the capital verification being done on time, which we hope and CBN has assured us that it will be and then getting the final SEC approvals, which, again, typically, those tend not to take more than a matter of days or a few weeks, then we do expect that this will -- this offer -- the proceeds will flow into the bank or the group well before March 2026, which is the deadline. And the dividend register -- the register for dividend payment will close, I think, is it certain days, 28 days before the AGM of next year, which typically happens sometime in April. So we do expect that these proceeds and the shares will have been issued well before that date that the register closes. And therefore, the shareholders and investors should qualify. Question was also asked in what strategic areas will we be investing in? First of all, we'll be investing in our human capital. We realize that one of the most critical elements of achieving the vision of the group of delivering on our strategy is to make sure we have the right people and we have motivated people and we equip them with the right skills and knowledge. So there will be significant investments in human capital and in strengthening the culture of the group. We will also be investing significantly in technology. We are in the process of an ongoing digital transformation that will lead to accelerated growth of the business, better operating efficiency that will see our cost/income ratio come down, much higher customer satisfaction. And all these things, ultimately, we think will, therefore, lead to better return on equity, earnings per share and earnings per share growth. So technology is going to take a significant chunk of this. We will also be investing in the fulfillment of our purpose, which is to foster inclusive and sustainable growth in the communities we serve. And the main way we'll be doing that is continued loan growth. So you will see significant growth in our loans to help foster growth in our communities from the large corporates down to the micro SMEs as well as the individuals. So loan growth is one of the areas that will be bolstered by the additional capital. And the way we're doing that is by increasing our capital adequacy ratio, it means that we have more room to be able to increase the loan book of the bank. And finally, with international expansion. As we are retaining this international license, it will be important that we are able to demonstrate that the license is delivering the value and the additional capital that we have raised is delivering the value. So we expect that from next year, you will see us entering new markets. And we expect that over the next few years, the contribution of international businesses to the earnings of the bank will swiftly move to double digits, and we expect that will happen fairly soon. So -- and from there, it will continue to grow. I want to pause one second. So we will be investing some of those proceeds towards international expansion. The next question I was asked was around dividend payments and why and what we can do to improve the yield. Now one of the constraining factors for us in terms of dividend yield over the last few years has been because our capital adequacy ratio has remained at the border line for international banks or the capital adequacy ratio of our banking subsidiary has remained on the border line, typically hovering around 16%, 17% when 15% is the minimum. What that does is that it will impose regulatory restrictions on what percentage of your profits you can pay out as dividend. Now as a result of this capital raise, in addition to the oversubscription that you are permitting us to take by the resolutions just passed, we will see the capital adequacy ratio go to well above 20%. We think that in the near term, that's our aim will be to improve, therefore, the risk rating of the bank in the eyes of the regulator, which will then enable us to be able to pay better dividend. So we expect that you will see dividend per share rising fairly significantly. There will be a rise in 2026 in spite of the fact that some of the shares on which we'll be paying dividend in 2026 will not have contributed to the growth in 2026. But the very significant jump you will see in 2027 when we would have benefited from those shares helping to drive the earnings growth in 2026. But I can assure you that we will see a steady rise. Now in terms of what the specific dividend yield will be, I think that is very much dependent on what the share price is at the time. So we would not want to prescribe a dividend yield if we're not necessarily the ones controlling the share price. That being said, I think you will find that dividend per share is rising very rapidly over the next few years. And as I've mentioned, with earnings per share rising at an average of 50-something percent or so, we expect that dividend per share will rise by a minimum of that much over the next few years and most likely higher. A question was also raised about letting the world know, and I think I've already commented on that, that you will see a significant uplift in the communications of the bank and the group. The final question that was raised was also on the ambience of the banking branches. I also -- I align with both the speaker or the questioner as well as the -- his royal majesty that we have to strike the right balance. But certainly, even before this EGM, we had already identified that the group as a whole was reigniting what we call the culture of excellence on which the founder had founded this business. And we christened that the culture of excellence version 2.0. Now the elements of that culture of excellence version 2.0 is we, first of all, want the shareholders to feel the impact, and you'll feel the impact by far better returns, far better dividends, better return on equity. Another element of that culture of excellence is that our people and our employees will feel the difference. So an improved culture, a better working environment, a stronger employer value or employee value proposition from the employer. Well, third and most important on the culture of excellence is going to be what the customer experience is. So we're investing significantly in making sure both in terms of technology as well as in terms of the physical environment that over the next few years, you will see a significant improvement in that. And there's already a phased plan in place to upgrade the ambience of our entire network. But as Royal Majesty has said, we have to be balanced. We won't necessarily be using the proceeds of the public offer, but we will maybe be using some of our earnings, working capital that comes from some of our earnings to support that investment. And in terms of the quantum, I don't think it is something that will represent more than a very, very small percentage of that earnings even from a cash flow perspective. But when you look at the cost, the expense because it will be amortized, then it will be a very small percentage of the earnings. If you ask me less than 1% of the earnings when you look at the amortization expense of those enhancements. So I believe his Royal Majesty should be reassured that returns will be optimized and also yourself, Madam, should also be comforted that you will see significant upgrade and improvements in the ambience of the network. And the point you've made on space, we will also be looking at that to make sure that they're spacious. So I believe that is the final question, and I thank you all for listening. So I will -- before I bring the meeting to a close, there is one important matter that is not on the agenda that I would like us to also share with you, shareholders. I would want to seize this opportunity to inform the shareholders of the retirement of Dr. Ero, who is here today; Professor Ashiru, who is also here today in person and Mrs. Sofowora, who is online. And they will be retiring from the Board at the end of this year, in line with the CBN code of corporate governance. I would like to thank them immensely for their services. And I would also want our shareholders to acknowledge the fantastic work they have done by giving them a round of applause. So I can now move to the remainder of the agenda. And fellow shareholders, I thank you for attending this meeting and showing so much interest in the company's affairs. On behalf of the directors, I thank you for your support of the Board and management during this recapitalization exercise and in the discharge of our duties to the company. Dear shareholders, ladies and gentlemen, that concludes the formal business of this Extraordinary General Meeting, and I declare the meeting closed. Can we please have a closing prayer?
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