Fidelity Bank Plc (FIDELITYBK) Earnings Call Transcript & Summary

Good morning, distinguished ladies and gentlemen. It gives me great pleasure to welcome you all to this Extraordinary General Meeting of Fidelity Bank Plc. I hereby humbly call on, pass to Alex Adio to please lead us to an opening prayer. Pastor Adio, please?

The father, in the name of Jesus. Almighty God, we thank you for our nation, Nigeria. We thank you for the life of the Chairman, the Board, the management and shareholders of this good bank. We pray, Lord, that you shall be exalted in the name of Jesus. Lord, we are here again in this morning for a brief meeting, that we then we can enhance the status of our great bank. We pray for the preeminence in the name of Jesus. Let the atmosphere be right, let the network be right, let the whole session be glorified and let our right be a huge success. Thank you, Lord, because you are going to do this for us. In Jesus precious name, I pray.

Amen. Thank you, sir. I now call on the Company Secretary to confirm that we have a quorum.

Good morning, esteemed shareholders, and welcome once again. I have confirmed from the registrars. First Registrars and Investor Services Limited that they received a total of 223 value proxy forms for this Extraordinary General Meeting. The value proxy forms and shareholders in virtual attendance at today's meeting jointly hold 11,333,608,132 shares, which represent 35.42% of the company's period of share capital. Consequently, I have -- I confirm to the Chairman that a Quorum has been formed. Thank you.

I hereby declare that a quorum has been formed in accordance with Article 62.1 of the Articles of Association company. On February 14, 2023, President Muhammadu Buhari signed the Business Facilitation Act, BFA 2022 into law. The main objective of the BFA is to improve the ease of being business in Nigeria by removing administrative bottlenecks in the processes the Federal government ministries, departments and agencies, MDAs, while ensuing increased transparency, efficiency, productivity and collaboration between MDAs. The [ Act 62 ] achieve its main objectives by introducing transparency disclosure requirements in the MDAs processes, introduce the concept of one government and amending to under one existing business related laws including the Companies andAllied Matters Act, CAMA 2020. Specifically, Section 11 of the Business Facilitation Act 2022, a mandate section 240(2) of the Companies and Allied Matters Act to enable public companies hold their general meetings electronically. Accordingly, this EGM is being held electronically in accordance with the law. I am pleased to inform you that the proceedings are being live streamed on YouTube and Facebook to enable all shareholders and stakeholders follow the meeting from their respective locations. We will now take the HSE briefing. [Presentation]

I can confirm that all the directors of the company are present at this virtual meeting. I will now introduce the Board of Directors and the company secretary. I should just witness Mr. Mustafa Chike-Obi, Chairman, Board of Directors; Dr. Nneka Onyeali-Ikpe, Managing Director and CEO; Mr. Chidi Agbapu, Non-Executive Director; Alhaji Isa Mohammed Inuwa, Non-Executive Director, Engineer Henry Obih, Independent Non-Executive Director; Mrs. Amaka Onwughalu, Non-Executive Director; Chief Nelson C. Nweke, Non-Executive Director; Mr. Chinedu Okeke, Non-Executive Director; Mrs. Morohunke Bammeke, Independent Non-Executive Director; Mr. Kevin Ugwuoke, Executive Director and Chief Risk Officer; Dr. Ken Opara, Executive Director, Lagos and South West; Mr. Stanley Amuchie, Executive Director, Chief Operations and Information Officer; Mrs. Pamela Shodipo, Executive Director, South; I believe, finally, Mr. Abolore Solebo, Executive Director of Corporate Banking. We didn't see Mrs. Ezinwa Unuigboje, we didn't see her picture, Company Secretary. I would also like to acknowledge the attendance of the representatives of our regulators who are joining this meeting virtually. Central Bank of Nigeria represented by Mr. Godfrey Mogbo and Mrs. [ Ifra Machukura ]; Nigerian Exchange Group, represented by Ms. Brenda Duke; Securities and Exchange Commission represented by [ Mr. Michael G. Sonny ]; and finally, Nigeria Deposit Insurance Corporation, NDIC represented by Mr. [ Abbas Ali ]. I would also like to recognize representatives of our external auditors, Deloitte & Touche, represented by Mr. Michael Daudu, Mrs. Ayonike Faturoti and [ Mr. Oliver Wali Olayer ]. Our registrars, First Registrars and Investor Services Limited represented by [ Mr. Oladkub ]; Mr. Yaya Lawal; Mr. Francis Oranye; and [ Mr. Ikichuko Joachim ] Is it Joachim or Joachim? It depends on which language you are speaking. Having completed the preliminary matters, we will now proceed to the formal business of the day by calling on the company secretary to read the notice of the meeting.

Thank you, Chairman. The notice of Extraordinary General Meeting was first published on July 3, 2024, and amended and published again on the 13th of July. I will now proceed to read the amended notice of Extraordinary General Meeting. Further to the notice of the Extraordinary General Meeting of members of Fidelity Bank Plc, the company, scheduled to hold virtually at 10 a.m. on Friday, 26th of July 2024, the company, hereby wishes to notify the Nigerian Exchange Limited, shareholders and stakeholders that the agenda for the EGM has been amended to rephrase Resolutions A and B as detailed below. Special business, to consider and if thought fit, pass the following as ordinary resolutions, that question to the company's public offer and rights issue, impacted the combined offer, which commenced on June 20, 2024, to close on July 29, 2024. The company be and is hereby authorized to accept surplus monies arising from potential oversubscription of the public offer. In such proportion as may be determined by the Board of Directors, in bracket the Board, subject to the company's issued share capital and obtaining relevant regulatory approvals. B, that the issued share capital of the company be and is hereby increased from NGN 22.6 billion divided into 45.2 billion ordinary shares of 50 kobo each up to NGN 26.7 billion by the creation of up to 8.2 billion additional ordinary shares of 50 kobo each, ranking pari passu with the existing ordinary shares of the company to accommodate potential oversubscription of a public offer in the proportion of 5 billion additional ordinary shares under the public offer and 3.2 billion additional ordinary shares under the rights issue. Resolution C, that the Board be and is hereby authorized to allot the shares issued in accordance with Resolutions A and B above, which shall rank pari passu with the company's existing issued share capital, procure the listing and admission to trading of the issued shares on the official list of the Nigerian Exchange Limited. And cancel any unallotted shares pursuant to Resolutions A and B above, subject to relevant regulatory approvals. Resolution D, that the Board beyond is hereby authorized to take any further action and perform such lawful acts as may be necessary to give effect to all the resolutions proposed for adoption of this Extraordinary General Meeting, including, but not limited to the execution of any agreement, notice or document, appointments of professional parties and advisers, obtaining requisite regulatory approvals, including the approval of the Securities and Exchange Commission, Central Bank of Nigeria and Corporate Affairs Commission, complying with the directives of any relevant regulatory authority and filing within time or regulatory returns in relation to the above resolutions. Resolution E, that the company be is hereby authorized to do all things necessary to give effect to the resolutions adopted at this Extraordinary General Meeting at the Corporate Affairs Commission. Special business -- sorry, special resolution. To consider an if thought fit, pass the following as a special resolution, that Clause 6 of the memorandum of association and Clause 5 of the Articles of Association of the company, in bracket the Memart, be amended to reflect the new issued share capital of the company, pursuant to the foregoing resolutions and that the Board of Directors be and is hereby authorized to file the amended Memart at the Corporate Affairs Commission, dated the 3rd day of July 2024 by order of the Board.

Okay. I will now provide some background and context to the resolutions to be proposed for the approval at today's meeting. On March 28, 2024, the CBN, Central Bank of Nigeria, published revised minimum capital requirements for banks to be achieved within 24 months from April 1, 2024, to March 31, 2026. Please recall that at the last EGM on August 11, 2023. Prior to the issuance of the revised capital requirements, we received the approval of the shareholders to undertake a capital raising exercise by way of public offer of 10 billion ordinary shares of 50 kobo each at NGN 9.75 per share to prospective shareholders and a rights issue of 3.2 billion ordinary share of 50 kobo each to existing shareholders at NGN 9.25 per share on the basis of 1 new share for every 10 shares held at the close of business on January 5, 2024, the combined offer. The combined offer opened on June 20, 2024, and will close on July 29, 2024, subject to any changes. The combined offer represents the first phase of our implementation plan for achieving the revised capital for our international banking license, and we are committed to meeting the new capital requirement within the regulatory time frame for compliance in the next field of implementation plan. The resolution proposed for shareholders' approval at the upcoming EGM, at this EGM are to enable increase in share capital from NGN 22.6 billion to NGN 26.7 billion by creating 8.2 billion additional shares to accommodate potential oversubscription from the public offer, subject to regulatory approvals. The proposed resolution will also enable the company to take advantage of emerging business opportunities and secure long-term profitability and competitive advantage while ensuring increased shareholder value. The offer proceeds will be applied to investments in IT infrastructure, business and regional expansion, and product distribution channels. The company is on a strong growth trajectory and requires additional capital for improved profitability, expansion, domestic and international, and enhancement of its digital capabilities. Continuing advances in technology, the rapid evolution of the business of banking, and changes in the operating landscape also make it imperative that the bank remains agile, adaptable and properly positioned to respond appropriately to developments whilst remaining a competitive and forward-looking institution. Notwithstanding the continued rapid evolution of the banking industry, we have laid the foundation for strong and sustainable growth. And thank our esteemed shareholders, customers, and stakeholders for their loyalty over the years. This is not in the script, but what we are saying really in simple english is that, we are seeing a lot of demand for our shares. We think this is a chance to take on additional capital while trying and making it easier for us to do Stage 2 of meeting the CBN guidelines. So we think this is a good thing for us to do at this time. We will now take your questions and comments on the resolutions proposed for approval at this Extraordinary General Meeting. To ensure the session is orderly, I will invite shareholders to make their comments in turn. The media team will unmute shareholders who have recognized by me. Kindly state your name for the record when called to make your comment. Please keep your comments brief and avoid repetition so other shareholders can have opportunity to ask questions.

So who am I calling first? If you please excuse Sonny Nwosu, we invite you to make the first comments, please. Sir Sonny Nwosu, is he unmuted? Let me move on to Mr. Boniface Okezie. Mr. Okezie, please? You are muted, sir.

Good morning to directors. Fellow distinguished Chairman, I think it would have been appropriate that with all the resolutions and I'll come back to make any comment, if there is any. That's my own line of thinking. We should have taken to this initial phase and come back since it's the Extraordinary Meeting because I commend the Board, and the management for the wisdom to doing this additional kind of capital since we already in the market. So we should have taken the decision, either to deposit and come back. Is there any comment or two that I would take, that's my position, Mr. Chairman, if you like.

If I may disagree with you, sir, I think it's good to hear what people will have to say before we take resolutions.

Okay. Let me speak then. Mr. Chairman, I want to comment to you and the entire Board and the management for taking this Board initiative. It's very commendable, in view that one is expected that the right issue and public offering we are currently going on with the oversubscription, so that's normally a return, and we absorb this. I thank you for these bold actions you are taking today. That means this Board is an efficient Board, and they know what they are doing because it's amazing price you are giving to public investors and the existing shareholders. What do I have to say to the amazing price. Look at the offer today, they are coming in. These were early the cheapest price compared with what Fidelity has been doing today. The price is almost NGN 10 something in the market currently. So this is amazing price for any shareholder to be our existing shareholders at NGN 9.72 for the minimum -- NGN 9.25. I want to commend you for being there for us and I'm appealing to shareholders who must give you supports that you are doing today. That means what has to be proactive so that additional 8.2 billion added to date to now will be a surplus. It will get this surplus money, at least we are home and right, talking about NGN 500 billion in what we're already making. So this is a good initiative for every shareholder of Fidelity Bank because I know at the end of the day, what are we talking about, the returns. And we are keeping to your promise, your word, as the some of them applies, we keep our word. So Mr. Chairman, I want to commend you for this vision that you have transformed in this bank. Yes, we need the money to go places, open more branches, regional, in IT technology. They got NGN 500 billion today. When you raise it, the bank will never be the same again. That's opportunity given to people today, to be an investor in a growing bank that have what it takes to grow balance sheet. And have a good returns to the shareholders. I think the government will also be listening what the people are saying because the bank today is not [ is not at par ] to the government. So the banks are there as a private company. We have government to run the economy. So what we are hearing today may be discouraging for internal investors into the banking industry. Now I'm appealing to CBN to know what they are doing. Otherwise, they would destroy the economy because [ foreign exchange ] as we are hearing today has been sourced by banks and the bank there's a cost for it. So it's not going to bring to the whole tax to the government. So government must lose some ways and means to show their budget deficit, not to rely in the bank. Bank is not owned by the government. Banks are struggling today, doing all what it takes to mobilize this capital raise. At end of the day, the government will be the one [indiscernible] into the bank while the investor was suffering. While we stand not to it. That's what investors are complaining, government will look to another ways raise their money. Not in an old fashion bank. They pay the tax after profits before tax and they pay all this things they provide every amenities where they operate, there's no incentives for government. Why must the bank be the one suffering from the administration we are seeing today. In the government [ cycle ], the answer is here. We're not going to address the issue. So Mr. Chairman, I'm appealing to the government and CBN to be mindful of what they are doing so they don't injure the banks. So I want to commend you for this proactive. Yes, it must go. Every shareholder must give us the approval. Sir, if you don't come back again and say, oh, we have surplus, we're not meeting the demand. What do we do? only help us cascade that. So I want to commend this vision the banks have today. And I pray that Almighty God will mend the heart of people to embrace this bank and raise the capital needed to do our business, to grow our balance sheet and pay higher return dividend every stakeholder. That is my solution, Mr. Chairman. I rest my case.

Thank you very much. Happy birthday. I was hoping to see you today, so I can greet you personally. I don't know why you are virtual today. This is the day you should be here, sir. But we'll talk a little, happy birthday. We now call Alhaji Farouk Umar. Let me go to Mrs. Adebisi Bakare, please.

Thank you, Mr. Chairman, Board of Directors, all the directors present, distinguished shareholder joining online, good morning. My name is Mrs. Bisi Bakare. Of course, I'll just share my -- with the earlier speaker Mr. Boniface Okezie, he has go all the encomium and as a shareholders, I just want to appreciate the entire Board, management and staff of Fidelity Bank Plc for the proactive step we are taking. This is very good. We appreciate you, and I will pray that Almighty God, the right that is going on the public, we are going to be oversubscribe, in Jesus name. And I pray that our committee at the Fidelity Bank will continue to grow from strength to strength because we have a very good Board and a management. Having said that, I won't take much of our time. So I will only wish you best of luck and successful meeting also. Thank you very much, Mr. Chairman, for the opportunity given to me.

Thank you, Madam. Is Alhaji Umar Farouk, is he on now?

Yes. Mr. Chairman. Okay. I hope you can hear me. Mr. Chairman, I want to commend the bank for what you are doing to us. First of all, you have been proactive. The price of our share has gone up. You started the rights issue even before CBN required -- made the requirement. And I also want to say that the management has been very effective. Fidelity Bank has paid us dividend consistently. And Mr. Chairman, when we only had the road show on this rights issue and public press in Kano. It was well attended and the presentation was excellent, and we have encouraged our shareholders to participate fully. And I'm also like my other colleagues, confident that we are going to have an oversubscription. Mr. Chairman, Fidelity Bank has gone to be a very big bank, and it is predicted that it will be one of the top 5 banks after the capitalization. I'm appealing to shareholders to pick their rights, even ask for additional shares. We have an MD that is relating very well with shareholders. We get the information from the Company Secretary, and we are happy with the Board composition. Mr. Chairman, we are also happy that the government or the Central Bank asked us to recapitalize because with the devaluation of the currency, no bank will make meaningful contribution to this revenue if the dollar continues to go up and naira is devalued. So we are going to give approval to all the resolutions and we're asking God to guide you, to guide the management and the staff of our bank.

Thank you very much. May I call on Chief Okelana.

Good morning, Chairman, thank you for giving me an opportunity, and I'm sir Olatunde Okelana JP, Chairman and founder Sir Olatunde Okelana Foundation. My Chairman, thank you for making this Zoom meeting, this EGM to be on live. I will tell you why. Even if the event [indiscernible] physical, it's not even -- is it that I'll be in transit. What I want to say that everybody can now be at the same place at the same time. If you are -- for example, you want us to be live for this meeting, I probably may not be able to make it. Incidentally, yesterday was my anniversary at Balogun Olugbun for Orile-Igbon, 27 years anniversary. And I love the opportunity to travel to Lagos us for this EGM, and I must give you my support. Having said that, the reason why we are supporting you, I want to tell you, is for two things. Number one, the Chairman of the Board today is actually doing well because of his legacy quality or qualities, and we have confidence in him. Secondly, our leader, one of the most on powerful female CEO in the banking industry is Nneka Onyeali-Ikpe. We are supporting her because she always keep her words. And secondly, she is a very good impact and the staff have said good things about her, that she has interest of staff at hand. So that means, we are not too guilty to give you our money, to do business because the staff are happy with you. The staff are the one that will implement the policy, the Board amendment is given to them so that our money is safe. But there's one mistake the Board -- our money -- Board makes and I want to tell you. There is a company that did a right issue this year, my dear Chairman. The rights issue is staying for one. That means if you have 1,000 shares, gives you the opportunity to buy 30,000. But Fidelity's not like that. Last year when I went to travel abroad I need a lot of money because the ticket is [indiscernible] and I sold a lot of my Fidelity shares. I don't need to mention the right I was given based on what I have. But I want to tell you, I bought greedily this right offer, so please make sure you allot everything, and my wife and my children who have not share Fidelity before now, I made sure I bought for them. It's because of the confidence I have in you and I want use this opportunity today, most of your hard works are going to grassroots to combat -- to solve the problem of poverty in Nigeria, extend it to [indiscernible] I will tell you why. The branch will soon be open. I went out of my way to make sure all the Chiefs in my locality bought Fidelity shares [indiscernible]. For their family, just because I confessed in Fidelity we view a very good return. Please do not disappoint us. I want you to know that your CSR -- so spread very well. I thank God for [ we've build a wall ] for the LAUTECH, Ladoke Akintola University of Technology. I am aware of that, I witnessed it best [indiscernible]. Some people get to see what if truly Fidelity is doing it that way. And I discovered that Fidelity always keep to their words. So I want to use this opportunity, again, want you to be in partnership with Sir Olatunde Okelana Foundation to reach the grassroots because we want to implement most of decision to reach the people at the grassroot. Fidelity is an entity saving Nigerian lives today. Throughout Nigeria, everywhere you've donated food and [ taste ]. I want to tell you today that a lot of my friends I've convinced them to buy shares and most of your will make your target especially those are with Fidelity Bank employed through me. I make sure they makes their target. And secondly, I am very selfish and I will tell you why. If Fidelity is doing well and they have good capital base, my children, my sibling, my auntie, my auntie's children will be able to work in Fidelity. That is why, too, I must be loyal to my investment. And I want to tell you that I want to continue to give you my unflinching support because of your good quality leadership at the Board level and at the management level. Please, my dear Chairman, extend my appreciation to all the staff of Fidelity. During this year, right offer and public offer combined, we are working hard to make sure shareholders and populist take -- buy the public offer. Please continue to where you are today and I know that by the grace of God, we are going to oversubscribe this but remember some of us who are shareholders before and make sure you allot our right for every kobo because we bought more than you allotted for us because of the interest we have in you. And don't forget, 50 kobo defense is a good one, because the right offer is NGN 9.25 and the public offer is NGN 9.75 we make sure you would get our right, we can still give our support because you always stick to your words. My dear Chairman, thank you for giving me an opportunity and I remain loyal to my investment. God bless you, and my regards to all other shareholders. That is what we are here for. Thank you. God bless.

Thank you very much, sir. We appreciate you. Who is...

Chairman, I'm still waiting.

You are back Sir Sonny Nwosu. Please, go ahead.

[indiscernible] So Mr. Chairman, thank you very much and good luck with the bank, the MD and the entire management [indiscernible] of our bank. Thank you, and bye-bye.

Thank you very much. A number of you have referred to this tax issue. Let me just say that it was very quickly passed. I think it may be a record for passing a bill. First, asset origins were on Tuesday before, the week before. A week later, they did the third reading and passed it. And so we haven't had much time to react. There's a number of reasons they have quoted for wanting to pay for -- to lever this tax. Other countries in Europe have done it. There's a list of about 20 countries worldwide that have done this windfall tax. I think what they did not consider, because we're not consulted, was that Nigeria as any country where banks are paying, what I call windfall taxes, which is the AMCON levy, which is very, very heavy on banks. And should have considered the impact of the AMCON levy while imposing this tax. We also have the highest CRR in the world at 45%. So it's good to make comparisons, but the comparisons have to be based on reality. So we'll react to it. We are not against government. We're not against being responsible citizens. We're not against paying taxes, but there should be a balance, and we'll comment on it in due course. But this was very, very quick, and we didn't have the time to respond. I understand the IFRS Chairman said that the absence of banks are the hearing, implied acceptance and I would like to say that we are not invited to the hearing. We do not have a chance to react. You don't react to do those things in 1 day. You have to get a position on paper, you have to do analysis. You have to look at data. And while he may mean well, I think it was unfair for him to say banks not attending was sign of acceptance. But we'll do what we can. There's ways to engage government in a constructive way, and I think we'll try to do that. I'm going to call on 2 more people. Firstly, Mrs. Adetutu Siyonbola to speak and then we'll end with Mr. Adetunji Bamidele. Mrs. Siyonbola, please. If I'm pronouncing your name wrong I'm sorry. Go ahead, please.

[Technical Difficulty]

Is that it, ma'am? You're clearly breaking up we can't hear you clearly, ma'am. If you don't mind we'll go to Mr. Bamidele. We're not hearing you well, ma'am. We're not hearing you well. Madam, we can't hear you so we'll go to Mr. Bamidele, and then we'll come back to you if you can adjust your device. Mr. Adetunji Bamidele, please. Are you muted? Okay. Mr. Bamidele is not speaking. You want to take somebody else, and then we'll close. Can we take Mr. Gafar, please?

Okay. Thank you, Mr. Chairman, for the opportunity to speak. I want to commend you for the initiative so far. And I want to say that I applied for my rights and also applied for additional one, like Chief Okelana has said, we should accept everything because this our meeting. This EGM is meant to give us accommodation for excess money that we receive. So I appeal to you that we should accept everything because I applied for more, even for my siblings and members. So I'm taking this rights because of many things. Number one, I believe that the price is right compared to other rights that are on the floor. Then secondly, I believe Fidelity Bank has a lot of potential for growth. And we have resumed our interim dividend, which is very close by now. So I want to appreciate you for this. And we pray for the success of the rights in Jesus' name. Thank you for the opportunity. All right.

Okay. Okay. Having taken your questions and comments, we will now proceed to vote on the resolutions and -- on resolutions proposed for approval. Please note that a total of 6 resolutions are proposed for approval at this meeting. Resolutions 1 to 5 are ordinary resolutions for which a simple majority, 51% of the votes cast by shareholders present in person or by proxy, is required. While Resolution 6 is a special resolution for which 75% of the votes is required. In accordance with the provisions of Section 2481 (A) of CAMA 2020, I, as the chairman of the meeting, hereby call for a poll in respect of the 6 resolutions proposed for approval at this meeting. I am informed that some shareholders had earlier submitted proxy forms to the registrars indicating how they wish their votes to be cast on the resolutions being presented for consideration. The proxy votes received on each resolution have already been calculated by the registrars and were displayed on the screen and added to the votes to be cast on each resolution at this meeting. The registrar shall conduct the voting and, upon conclusion of voting on each resolution, display the results on the screen for all to see before proceeding on the next resolution. The representatives of our external auditors, Deloitte & Touche, shall act as scrutineers. I will now call on registrars to explain the process for electronic voting, which will also be displayed on the screen. [Presentation]

We will now proceed to vote on each resolution. Resolution 1. To authorize the company to accept surplus monies arising from oversubscription. I hereby call on a shareholder to move the resolution. Okay, I have to read a long speech. I hereby call on a shareholder to move the resolution that pursuant to the company's public offer and rights issue, the combined offer, which commenced on June 20, 2024, to close on or thereabouts on July 29, 2024, the company be and is hereby authorized to accept surplus monies arising from potential over-subscription of the public offer in such proportion as can be determined by the Board of Directors, subject to the company's issued share capital and obtaining relevant regulatory approvals. Who moves, please? Mrs. Adebisi Bakare moves.

I so move. My name is Mrs. Adebisi Bakare. I move.

Yes. And Sir High Chief Olatunde Okelana seconds.

My dear chairman, I second the motion as moved by Mrs. Adebisi Bakare. Thank you for giving the opportunity.

Thank you. I will now put the resolution to the meeting by calling on you to vote on the resolution. Please note that you have 60 seconds to cast your votes, 60 seconds. 60.

Thank you very much, Mr. Chairman. The poll is about to be opened.

Sorry, just to correct, they said 90 seconds, not 60. Apologies. 90 seconds.

Yes. Thank you. Please open the poll. Voting has commenced. [Voting]

Poll has closed. At the end of the voting on that resolution, we have 220 shareholders voted physically, virtually, and through proxies, with the total shares of 11,298,199,594. While we have 3 shareholders voted virtually and through proxy with the total shares of 35,408,538 units. Thank you.

I hereby declare the resolution carried. Resolution 2. To increase the issued share capital of the company from NGN 22.6 billion to NGN 26.7 billion. I hereby call on a shareholder to move the resolution that the issued share capital of the company be and is hereby increased from NGN 22.6 billion divided into 45.2 billion ordinary shares of 50 kobo each up to NGN 26.7 billion by the accretion of up to 8.2 billion additional ordinary shares of 50 kobo each, ranking pari-passu with the existing ordinary shares of the company to accommodate potential over subscription of the public offer in the proportion of 5 billion additional ordinary shares over the public offer and 3.2 billion additional ordinary shares under the rights issue. Will a shareholder please move the resolution?

Chairman, I so move. Boniface Okezie.

Sir Boniface Okezie moves. Who will second, please?

Olatunde Okelana. I support it already, Olatunde Okelana.

Sir Chief Olatunde Okelana seconds the motion. I will now put the resolution to the meeting by calling on you to vote on the resolution. Please note, again, you have 90 seconds to cast your votes. Registrars, please.

Thank you very much, Mr. Chairman. [Operator Instructions]. Poll has commenced. [Voting]

Poll closed. At the end of the voting on that resolution, we have 222 shareholders have voted through virtually and by proxy with the total shares of 11,298,199,602 (sic) [ 11,298,199,606 ] units. While we have 3 shareholders have voted virtually and through proxies with the total shares of 35,408,538 units.

I hereby declare the resolution carried. Resolution 3. To authorize the Board to allot shares in accordance with Resolutions 1 and 2. I hereby call on a shareholder to move the resolution that the Board be and is hereby authorized to allot the shares issued in accordance with Resolutions 1 and 2 above, which shall rank pari-passu with the company's existing issued shares, procure the listing and admission to trading of the issued shares on the official list of the National Exchange Limited and cancel any unallotted shares pursuant to Resolutions 1 and 2 above, subject to relevant regulatory approvals. Will a shareholder please move this motion?

I, Olatunde Okelana, move that motion as read by the Chairman.

And who will second the motion, please?

I so do second. My name is Mrs. Bakare Adebisi.

Mrs. Bakare already seconded the motion. You have -- there's 3 more to go. Thank you so much. I will now put resolution to the meeting by calling on you to vote on the resolution. Please note that you have 90 seconds to cast your votes. Registrars, please.

Thank you very much, Mr. Chairman. [Operator Instructions]. Voting will soon commence. Please open the poll. [Voting]

Poll closed. At the end of the voting on the resolution, we have 224 shares have voted virtually and by proxy with the total shares of 11,298,199,663 units in favor. While we have 3 shareholders have voted against virtually and by proxy with a total shares of 35,408,538 units. Thank you.

Thank you. I hereby declare the resolution carried. Resolution 4. To authorize the Board to perform lawful acts to execute Resolutions 1 to 3. I hereby call on a the shareholder to move the resolution that the Board be and is hereby authorized to take any further action and perform such lawful acts as may be necessary to give effect to all the resolutions proposed for adoption of this extraordinary general meeting, including, but not limited to the execution of any agreement, notice or document, appointment of professional parties and advisers, obtain requisite regulatory approvals, including the approval of the Securities and Exchange Commission, Central Bank of Nigeria and Corporate Affairs Commission, complying with the directives of any relevant regulatory authority and filing within time all regulatory returns in relation to the above resolutions. Can a shareholder please move this motion? Sir Boniface Okezie moves. Who seconds? Gafar seconds. Thank you. I will now put the resolution to the meeting by calling on you to vote on this resolution. 90 seconds, please.

Thank you very much, Mr. Chairman. Please open the poll. Voting has commenced. [Operator Instructions] [Voting]

Poll closed. At the end of the voting on the resolution, we have 223 shareholders voted virtually and through proxies in favor of the resolution with the total shares of 11,298,199,662 units. While we have 3 shareholders voted through proxies with the total shares of 35,408,538 units.

I hereby declare the resolution carried. Resolution 5. I hereby call on a shareholder to move the resolution that the company secretary be and is hereby authorized to do all things necessary to give effect to the resolutions adopted at this Extraordinary General Meeting at the Corporate Affairs Commission. Who moves, please? Sir Chief Okelana moves. Who seconds?

Gafar Erinfolami seconds the motion.

Okay. Gafar seconds. I will now put the resolution to the meeting by calling on you to vote on the resolution. Again, 90 seconds.

Please open the poll. Voting has commenced. [Operator Instructions] [Voting]

Poll closed. At the end of the voting on that resolution, we have 222 shareholders have voted virtually and by proxy in favor of that resolution, with the total shares of 11,298,199,652 units. While we have 3 shareholders voted against that resolution with the total shares of 35,408,538 units. Thank you.

Thank you. I declare that resolution carried. Finally, Resolution 6. To amend the Memart to reflect the company's new share capital. I hereby call on a shareholder to move the resolution that Clause 6 of the Memorandum of Association and Clause 5 of the Articles of Association of the company, the Memart, be amended to reflect the new issued share capital of the company pursuant to the foregoing resolutions and that the Board of Directors be and is hereby authorized to file the amended Memart at the Corporate Affairs Commission. Who moves the final resolution? Once again, Sir Chief Okelana moves. And who seconds?

Boniface Okezie, I second the motion.

Boniface Okezie has seconded the motion. I will now put the resolution to the meeting by calling on you to vote on the resolution. 90 seconds, please. Registrar?

Thank you very much, Mr. Chairman. Please open the poll. [Operator Instructions] [Voting]

Poll closed. At the end of the voting on that resolution, we have 222 shareholders voted virtually and through proxies in favor of that resolution with total shares of 11,298,199,652 units. While we have 3 shareholders voted against with total shares of 35,408,538 units. Thank you.

Thank you, sir, for your work. I hereby declare the resolution carried. Dear esteemed shareholders, we have now concluded the business for which this Extraordinary General Meeting was convened. On behalf of the Board of Directors, I thank you all for your attendance and robust participation at this meeting. Please stay safe as you depart from your respective locations. I now call on [ Alhaji Cabiro Tambari ] to lead us in a closing player before we take national anthem. Alhaji Cabiro Tambari, please? Okay. We can't hear Alhaji Tambari, so let's try Alhaji Farouk Umar for closing prayer, please.

I pray God Almighty to help us, to help our leaders, to help our country, to help our bank, to help our Nigerian shareholders, the meeting that we hold today, I pray God Almighty to intervene on it, also the agenda we discussed to be a successful one to every one of us, the insecurity we are facing in this country, I pray God Almighty to intervene on it. [Foreign Language] Thank you.

Thank you very much. National Anthem, please. Please rise for the National Anthem.