Fidelity Bank Plc (FIDELITYBK) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to this [Technical Difficulty] Pastor Alex Adio to please lead us in an opening prayer. Pastor Adio, please. Thank you very much. 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 238 valid proxy forms for this extraordinary general meeting. The proxy forms and shareholders in virtual attendance at today's meeting jointly hold 12,287,873,827 shares, which represent 38.9% of the company's issued share capital. Consequently, I hereby confirm to the chairman that a quorum has been formed.

I hereby declare that the quorum has been formed in accordance with Article 621 of the articles of association of the company. I would like to draw your attention to the provisions of Section 11 of the Business Facilitation Act 2022, which amended section 242 of the Company's and Allied Matters Act 2020 to enable public companies to hold their general meetings electronically. Accordingly, this extraordinary general meeting 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 meetings from their respective locations. At this point, we'll give an HSE briefing. [Presentation]

All the directors of your company are present at this virtual meeting. Before I introduce them, I would like to update you on the changes that occurred on the board after the 36th annual general meeting of May 6, 2024. Alhaji Isa Inuwa, Independent Non-Executive Director, and Mr. Chidi Agbapu, Non-Executive Director, retired meritoriously from the Board on December 31, 2024 and January 15, 2025, respectively, following the completion of their tenure in accordance to the bank's policies. The board uses this medium to express its profound appreciation to Alhaji Isa Inuwa and Mr. Chidi Agbapu for their significant contributions to the growth and development of the bank during their tenure on the board, and wishes them the very best in their future endeavors. The following directors were appointed to the Board with effect from January 14, 2025 after all regulatory approvals were secured. A, Alhaji Abdullahi Sarki Mohammed was appointed as an Independent Non-Executive Director; Ms. Obiaku Augusta Okam was appointed as a Non-Executive Director; while Mr. Sufiyanu Ibrahim Garba was appointed as an Executive Director with oversight responsibilities for the bank's north directorate. You can see their pictures. The appointments were in accordance with the bank's Board appointment and director selection criteria policy, and have been approved by the Central Bank of Nigeria and communicated to the bank's regulators, including the Nigeria Exchange Group, Securities and Exchange Commission and Financial Reporting Council of Nigeria. The new directors bring with them decades of impressive multi-functional experience in the financial services sector from leading institutions. The Board looks forward to working closely with them to achieve the bank's strategic objectives in the next phase of its growth trajectory. Please note that as required by extant regulations, the new directors will be presented for shareholders election at the bank's 37th annual general meeting. I will now introduce the board of directors and Company Secretary. Please note that their pictures will be displayed on the screen as they are introduced. Mr. Chike-Obi, Chairman, Board of Directors; Dr. Nneka Onyeali-Ikpe, Managing Director, Chief Executive Officer; Engineer Henry will be Independent Non-Executive Director; Mrs. Amaka Onwughalu, Non-Executive Director; Chief Nelson Nweke, Non-Executive Director; Mr. Chinedu Eric Okeke, Non-Executive Director; Mrs. Morohunke Bammeke, Independent Non-Executive Director; Alhaji Abdullahi Sarki Mohammed, Independent Non-Executive Director; Ms. Obiaku Okam, Non-Executive Director; Mr. Kevin Ugwuoke, Executive Director and Chief Risk Officer; Dr. Kenneth Opara, Executive Director, Lagos and Southwest Directorate; Mr. Stanley Amuchie, Executive Director, Chief Operations and Information Officer; Mrs. Pamela Shodipo, Executive Director South Directorate; Mr. Abolore Solebo, Executive Director, Corporate Banking Directorate; Mr. Sufiyanu Garba again, Executive Director North; and Mrs. Ezinwa Unuigboje, Company Secretary. I will now introduce the representatives of our regulators who are joining this meeting virtually. Central Bank of Nigeria, represented by Mr. Michael Ajibola and Mrs. Jennifer Madojemu; Nigeria Exchange Group represented by Ms. Brenda Duke; Securities and Exchange Commission represented by Mr. Mike Aji S Sani; Nigerian Deposit Insurance Corporation represented by Mr. Abbas Ali Abbas, and Mr. [indiscernible] Financial Reporting Council of Nigeria represented by Mrs. Comfort Osondu. I would also like to recognize the representatives of our external auditors, Deloitte & Touche, represented by Mrs. Ayonike Faturoti and Mr. Ayanleye Olabowale; our registrars, First Registrars and Investor Services Limited represented by Mr. Yaya Lawal and Mr. Oladipo Olabisi. Having completed the preliminary matters, we will now proceed to the formal business of -- by calling on the Company Secretary to read the notice of the meeting.

I will now read the notice of the extraordinary general meeting. Notice is hereby given that an extraordinary general meeting of members of Fidelity Bank Plc will hold virtually via HTTPS at 10:00 a.m. on February 6, 2025 to transact the following business, special business. Ordinary resolutions to consider, and if thought fit, pass the following as ordinary resolutions. That the issued share capital of Fidelity Bank Plc, the company be and is hereby increased from 26.7 billion divided into 53.4 billion ordinary shares of 50 kobo each up to NGN 36.7 billion, by the creation of up to 20 billion additional ordinary shares of 50 kobo each, in bracket, the new issued share capital ranking pari-passu with the existing ordinary shares of the company, and that the Board of Directors of the company, the board be and is hereby authorized, if deemed necessary, to cancel any unallotted shares or increase the share capital of the company to an amount sufficient to accommodate any transaction undertaken by the company to raise additional equity capital pursuant to the resolutions presented for adoption herein. Resolution 2; that the board be and is hereby authorized to raise additional capital up to the new issued share capital of the company by way of Private Placements, Rights Issues, Public Offers, or any other mode or combination of modes, in such tranches, series, amounts, pricing or proportions, and on such terms and conditions and at such times as may be determined by the Board subject to obtaining the requisite regulatory approvals. 3, that the capital raising exercise in Resolution 2 above may be underwritten on such terms as may be determined by the Board, subject to regulatory approval. Resolution 4, that the board be and is hereby authorized to issue, by way of one or more Private Placements, up to 20 billion ordinary shares of NGN 0.50 each in the share capital of a company being not more than 30% of the company's existing issued share capital, issued shares and paid-up capital to one or more investors in such tranches and on such pricing, times, terms and conditions as shall be determined by the board. That the Private Placements in Resolution 4 above shall be carried out in conformity with applicable laws and subject to procurement of relevant regulatory approvals. Resolution 6. That the shares issued in a -- that the shares issued in accordance with Resolutions 2 and 4 above shall rank pari-passu with the company's existing issued ordinary shares. Resolution 7. That the board be and is hereby authorized to allot the shares issued in accordance with Resolutions 2 and 4 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 Nigerian Exchange Limited and cancel any unallotted shares pursuant to Resolutions 2 and 4 above, subject to relevant regulatory approvals. Resolution 8. 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 at this Extraordinary General Meeting, including but not limited to the execution of any agreement, notice or document, appointment 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, CAC. Complying with the directives of any relevant regulatory authority and filing within time, all regulatory returns in relation to the above resolutions. Resolution 9. That the board be and is hereby authorized to do all things necessary to give effect to the resolutions adopted at this Extraordinary General Meeting at the CAC. Special resolutions. Resolution 10 that Clause 6 of the memorandum and -- 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 be and is hereby authorized to file the amended Memart at the CAC. Resolution 11, that the memorandum and Articles of Association of the company contained in the printed documents submitted to the meeting and for the purpose of identification initialed by the Chairman hereof, be approved and adopted as the new memorandum and Articles of Association of the company in substitution for and to the exclusion of the existing Memorandum and Articles of Association hereof. Please visit the link to view the updated memarts, dated January 14, 2025, by order of the Board. Thank you.

Thank you, Ezinwa. Please recall that we circulated an explanatory note on the rationale for the resolutions proposed for your approval at the EGM along with the notice of the meeting. This notwithstanding, I will provide some background to the resolution before we take any questions you may have on them. Please recall that on March 20, 2024, the Central Bank of Nigeria published the revised minimum capital requirements for commercial, merchant and noninterest bank in Nigeria with a completion deadline of March 31, 2026. Your company is a duly licensed commercial deposit money bank with international authorization and is now required to have a minimum capital of NGN 500 billion as outlined by CBN. Accordingly, we commenced the first leg of the capital raising in 2024 by undertaking a 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 shares of 50 kobo each to existing shareholders at 9.25 kobo 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 was a resounding success as evidenced by investors' keen interest in the offer. The post offer regulatory approval processes are being finalized and expect to be concluded shortly. Based on our phased implementation plan, we intend to achieve the new capital requirement within the CBN's completion time frame of March 31, 2026. The resolutions proposed for approval at this EGM will enable us to leverage on the success of the combined offer to commence the second phase of our plan by achieving the 500 -- for achieving the NGN 500 billion capital requirement for banks with international authorization. We are excited about the opportunities in our market. I'm pleased with our performance trajectory. The additional capital will enable your company to take advantage of emerging business opportunities, while enhancing long-term profitability, competitive advantage and increasing shareholder value. The resolutions for amendment of the Memart are to reflect the new issued share capital of the company after the capital raising exercise and to update the Memart to reflect current provisions of various applicable laws and regulations since the Memart was last reviewed. It's against the foregoing background that resolutions proposed for adoption at this EGM are being presented for your approval.

We will now take your questions and comments on the resolutions proposed for approval at this Extraordinary General Meeting. Please type your questions in the box or use the raise hand icon. To ensure this session is orderly, I'll invite shareholders to make their comments in turn. The media team will unmute shareholders who have recognized by the Chairman. 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 the opportunity to ask questions. We will now start the question-and-answer session by asking Ms. Bisi Bakare to ask any questions she may have.

I want to start my comments by commending the Board of Directors for their proactive step taking to raise private equity of 20 billion ordinary shares as it can be seen in the agenda for today's meeting. This is highly commendable, which I believe is going to be oversubscribed. Secondly, I want to commend our bank for the successful capital raising of first phase, which shows that the hybrid offer was oversubscribed. This offer, and hybrid offer was oversubscribed because of the trust the existing shareholders has in our bank. That is why both the private and public rights offer was oversubscribed. And I believe our bank will continue with the good work. My first question, Mr. Chairman, is that with the conclusion of the first phase, when are we expecting the post offer regulatory approval for the hybrid offer? Secondly, on a final note, I want to ask that how do we hope to sustain this positive growth trajectory, which I've seen in the market value of Fidelity Bank share rose to about 52 weeks now, high of NGN 19.50. Even yesterday, our share price closes at NGN 19.65. I hope the trend will continue. In order to give my colleagues opportunity, I will stop from there. Thank you very much for the opportunity given to me, sir.

Okay. We'll get to your answer shortly. We'll take a few more questions. Chief Okelana, please. Chief Okelana. Chief, you're muted. Chief Okelana, are you there? We're waiting for your [Technical Difficulty]. We'll get back to Chief Okelana. Can we have Mr. Boniface Okezie, please or Chief Boniface Okezie, I apologize.

Mr. Chairman, I don't have much because I submitted my questions and comments to the Company Secretary. Just an addition for those benefit of doubt, the last capital raise which I've been waiting for second approval. I know they have also done justice to that. We just want to know [indiscernible] to account. But I just want to the group MD to comment on that as in the next few weeks, are we hoping it to be accredited into account the right issue for the existing shareholders. And those new entrants for public offering, are they also going to get their account being credited to CSS in their account? Having said that, this is a proactive regime. The management, the entire board have been doing very well. Other banks have done it after the rights issue and the public offer raise. They're also going to Private Placement. So it's not new. But just even if we have 600 billion today, that is not enough because they have been proactive where the first initiated the move to go to the market to raise money before CBN announcement that showed proactiveness of the management and the Board to address issue of financial challenges. And I know we have oversubscription even those who have gotten their own because of oversubscription on this issue. So if you raise more money, that enable us to play big into the industry because today fidelity is a big player in the industry. I want to commend you for the zealousness and the passion people have been shown in this bank. Our shares are going to NGN 20 already if it's not dropping because every market goes up and down, would have been hitting NGN 7 by now. That just shows you the resilience of Fidelity Bank. And I believe because people may be asking the right issue, why we're not getting the share accredited? And is the bank going to accommodate dividend when the money has not been deployed to use? So I believe we are there because this also gives room for more opening of more branches, more network, more outside the country to make Fidelity able to have branches anywhere in the country and outside the country. I believe that we are getting there. And the Fidelity is no longer a baby bank, it's gone to higher and one of the biggest today in the industry, got probably bigger might. That's the Fidelity for you. We're still keeping our word, our promises, which I pray that we'll get there and dividend will get higher and higher. That's the confidence people have put in Fidelity Bank. Congratulation, Mr. Chairman, congratulation, the management led by MD and by the group MD, Dr. Nneka who have done very well. And I believe I wish you, and I also want to thank those directors who have left. They have done very well. I commend them for their service they have rendered. And may the good Lord continue to keep and bless them. So let them continue to showcase the ambassador of Fidelity wherever they are. Thank you, Mr. Chairman.

Thank you very much. We'll take Alhaji Faruk Umar Farouk.

Thank you, Mr. Chairman. Let me begin first by thanking the management for the roadshow they organized during the publicity regarding the offer we had. It was well attended in Kano and many shareholders and prospective shareholders came. I think we should thank the management for that. And I'm glad that of all the banks that had come to the market, it is only the share price of Fidelity that has almost doubled from the price of the issue. I think shareholders are very happy with the bank. We have made a lot of money from our investments, and we will make more. And Mr. Chairman, I also want to on our behalf to thank the MD and the Company Secretary because they are always responding to our question regarding the management of the company. This is very commendable. Any time we had any issue to discuss, the Company Secretary was always available. I think this is commendable. Mr. Chairman, regarding the dividend, the financial year has ended. We would not expect money that has not been given to the company by CBN to attract dividend, but it is the decision of the regulators. On a final note, Mr. Chairman, I would like to appeal to CBN, please, to stop taxing and fining the banks. It is becoming too much. Issues of ATM, issues of ForEx translation and so on. We are paying a lot of tax to the government. But if CBN keeps putting fines on banks, it is going to tell on our profitability. So since we have CBN representatives, I would like to appeal to the governor to be considerate and make sure that all these unnecessary fines are not put on the banks. I learned that government has reviewed the percentage of the ForEx translation that they have reduced it either to 20%. And these are the kind of things that we should expect from the government. Thank you very much.

Thank you very much. We'll take one more and then we'll have some questions that were sent. So we'll also try and address the questions that were sent. We'll take by this time Mrs. Ganiat Siyonbola as the last person, and then we'll take some of the questions that were sent earlier. Madam?

Thank you, Mr. Chairman. Mine is a commendation and an assurance that we are here to give you a full support. That is it. We are commending the Board and the management for giving me, the shareholders' value and I'm here giving you an assurance on behalf of my colleague. As he said attending this virtual meeting, I'm giving you assurance that we are giving you a full backing. We are giving you full support. Thank you so much, Mr. Chairman. God bless our bank and God bless all the folks who are listening.

Thank you very much. I will start the answer question by answering a question sent to me by Mr. Patrick [ Ajudua ]. And his question was, with the planned Private Placement and other initiatives, how is Fidelity Bank hope to be in position to leverage on the emerging market opportunities, surpass acquisition of shareholders and meet regulatory requirements? The last question you asked, we always strive to and we always met regulatory approvals. I think we're one of the lowest banks that have been sanctioned by regulators in the last couple of years. The ATM fine, which we're appealing it because I think we are quite innocent of it. So -- but we do try to meet regulatory approvals, and that's one of the key things that we try to do. In terms of market opportunities, I think that we have, as you now realize, we are now a significant bank in the system. And there are transactions that are very, very, very large that we've had difficulty with because of our capital constraints. With this use of capital, I think we are now able to play with all the banks. I think that most transactions are now within our reach. And I think that this is going to give us tremendous opportunities to grow. I still think that in terms of valuation, there's a lot more to be achieved on the upside. But I think with this capital that we're raising, you will see us playing in the same field. There are many other companies that would hesitate to do business with us in the past IOCs. Now with this capital, we're going to be able to compete with everybody in the banking sector. So I think you should expect greater things ahead and be sure that we will use this capital very, very productively. So the other questions, let me start with Q&A. The first question was from Mrs. Bisi Bakare, I believe. I'll have the MD respond to that.

Thank you very much, and thank you for the very positive comments from our shareholders. We are very grateful that you appreciate our work, and we want to assure you that you haven't seen anything yet. The bank is in a growth trajectory and will continue to grow. We'll make you very proud. Thank you for those very positive comments. The question was mostly around the fundraising, the capital raise, just to confirm that we have gone past the biggest hurdle in this, which is the CBN verification. We've been fully verified, and we moved on to the next level, which is with SEC. And I can assure you that we are -- I want to put it at 95% gone. So in the very next week, within the very next week, you will hear from us as to the next steps. It's a verification exercise. It's an exercise that you must go through so that you don't also break the law. So we can't say much until we have the full approval from SEC, which is what we are waiting for now. And we're very positive that will come within the week because we are following up. Thank you. And then there was also questions around why our bank was delayed. It's not really delayed because the structures of the various banks were different. Some came for only private rights issue, which is easy because all the data of the existing shareholders are already in place. We had about 120,000 applications and the regulators have to go through them one by one and have to impute them into the system for permanent data. So that's why it took a long time. And the beauty of it is that we've come to the end of it. And within the next week, you'll hear from us. Thank you.

Chief Boniface Okezie had -- I think it was generally a commendation, but I didn't hear any specific question. But MD has also addressed the fact that we expect -- she's been cautious, but I think that we will get the shares allotted and put in CSCS very shortly. I'll be shocked. You can quote me if we don't have this done by the end of this month. I'll be absolutely shocked. But again, we're in the hands of the regulators, and we're doing the best we can. Was there any other questions, Stanley, that you want?

No.

Okay. I think that's a general concern of everybody. I just -- we're happy this EGM. Let's just say that the strategy we planned for capital raise, again, is going according to plan. That was finished this one and do the Private Placement. It's going according to plan. It's very gratifying that the share price has risen so much. It's a vote of confidence. And the next, we cannot discuss the pricing of the Private Placement, but it's certainly going to be higher than the last issue. So the bank will raise more capital than if we had done it all at once. That was a deliberate strategy to do. Some early, get the market up and then do the rest at a higher price. So you will see a very good result in the next phase of a capital raise. I think we've had some very serious investors, and we are here to ask for your approval so we can proceed to the next stage. Having taken your questions and comments, we will now proceed to vote on the resolutions proposed for approval. Please note that a total of 11 resolutions are proposed for approval at this meeting. Resolutions 1 to 9 are ordinary resolutions for which a simple majority, 51%, of the votes cast by shareholders present in person or by proxy is required. While resolutions 10 and 11 are special resolutions, for which 75% of vote is required. In accordance with the provisions of Section 248(1A) of the Cama 2020, I, as Chairman of this meeting, hereby call for a poll in respect of the 11 resolutions proposed for approval at this meeting. I am informed that some shareholders that earlier submitted proxy form to the registrars indicating how they wish their votes to be cast. The proxy votes received on each resolution have already been collected by registrars and will be displayed on the screen and added to the votes cast on each resolution. The registrars shall conduct the voting and upon conclusion of voting on each resolution display the results on the screen for all to see before proceeding to the next resolution. The representatives of our external auditors, Deloitte & Touche, shall act as scrutineers. I will now call on the registrars to explain the process for electronic voting, which will also be displayed on the screen. Media team, registrars.

Thank you very much, Mr. Chairman, and other members of the Board. On the voting procedure, to vote, kindly dial from your mobile phones *5075*8# and then follow the prompt that will be displayed on the phone. So once you dial that the next thing is to press 1 to verify the phone number. And then once the phone number is verified, on the next prompt press 1 again to select the resolution you want to vote on. And then once you select the resolution, on the next prompt, you press 1 if you intend to use all your units to vote for that resolution or press 2 to use a specific number of your units to vote. Then on the next prompt, you decide on your voting preference, either you want to vote for the resolution or against the resolution. So to vote for the resolution, you press 1 and to vote against the resolution, you press 2. And then on the next prompt, you get the message that your vote has been successfully captured. Thank you, sir.

Thank you very much. I hope that's clear to everybody. We will now proceed to vote on each resolution. Resolution 1. I hereby call on a shareholder to move the following resolution: That issued share capital of Fidelity Bank Plc, the company be and is hereby increased from NGN 26,700,000,000 divided into 53,400,000,000 ordinary shares of NGN 0.50 each, up to 36,700,000,000 shares by the creation of up to 20 billion additional ordinary shares of NGN 0.50 each, the new issued share capital, ranking pari-passu with the existing ordinary shares of the company and that the Board of Directors of the company, the Board, be and is hereby authorized if deemed necessary to cancel any unallotted shares or increase the share capital of the company to an amount sufficient to accommodate any transaction undertaken by the company to raise additional equity capital pursuant to the resolutions presented for adoption herein. Will the shareholder, please, move?

[indiscernible]

Who seconds, please? Will the shareholder please second the resolution?

[indiscernible]

I 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.

As earlier mentioned, dial *5075*8# once the poll is open. The poll is now opened. [Voting]

Votes closed. So at the end of the votes on the resolution to increase capital -- to increase the share capital, we have a total of 12,273,783,118 units, representing 99.88% of the total votes count -- cast in favor of the resolution. Thank you.

I hereby declare the resolution carried. Resolution 2, I hereby call on a shareholder to move the following resolution, that the Board be, and is hereby authorized to raise additional capital up to the new issued share capital of the company by way of Private Placement , Rights Issue, Public Offers or any other mode or combination of modes in such tranches, series, amounts, pricing or proportions and on such terms and conditions and at such times as may be determined by the Board, subject to obtaining the requisite regulatory approval. Can a shareholder please move the resolution?

I move the resolution. [indiscernible].

Who seconds, please?

I second the motion, Mr. Chairman.

Thank you very much. I love your enthusiasm. I will now put resolution to the meeting by calling on you to vote on this resolution. Please note that you have 90 seconds to cast your votes.

To vote as earlier said dial *5075*8# to vote on the resolution to raise capital via any mode. The voting starts now. The poll is open. [Voting]

The voting is now closed. So at the end of that of the resolution, we have a total of 12,273,704,262 units, representing 99.88% of the total votes cast in favor of the resolution, while we have 14,170,709, representing 0.12% of the votes against the resolution. Thank you.

I hereby declare resolution carried. Resolution 3, that the capital raising exercise in Resolution 2 above may be underwritten on such terms as may be determined by the Board, subject to regulatory approval. Will a shareholder please move?

[indiscernible].

Who seconds?

I second, Mr. Chairman. My name is Ms. Bakare Adebisi. Thank you.

Thank you very much. Registrars.

The poll is open. [Voting]

Poll closed. At the end of the poll to vote on the resolution, we have a total of 12,273,784,262, representing 99.88% of the total votes cast in favor of the resolution and we have 14,170,709 representing 0.12% of the total votes cast against the resolution. Thank you.

Thank you. I hereby declare resolution carried. Resolution 5. Oh, sorry, Resolution 4, that the Board be and is hereby authorized to issue by way of one or more Private Placements up to 20 billion ordinary shares of NGN 0.50 each in the share capital of the company, being not more than 30% of the company's existing issued shares and paid-up capital, to one or more investors in such tranches and on such pricing, times, terms, and conditions as shall be determined by the Board. Who moves, please?

[indiscernible]. I'll move.

Who seconds, please?

[indiscernible]. I second.

Thank you very much. We appreciate your support. In moving and seconding registrars, please.

The vote is now open. [Voting]

Voting closed. At the end of the poll to vote on the resolution, issue up to 20 billion shares via Private Placements, we have a total of 12,273,757,052, representing 99.8% of the total votes cast in favor of the resolution, and we have 14,170,709, representing 0.12% of the total votes cast against. Thank you.

Thank you again. I hereby declare the resolution carried. Resolution 5, that the Private Placement in Resolution 4 above shall be carried out in conformity with applicable laws and subject to procurement of relevant regulatory approvals. Who moves, please?

[indiscernible]. I move.

Who seconds, please?

I second [indiscernible].

Registrars, please.

The voting is now open. [Voting]

Poll closed. At the end of the voting on the resolution, we have a total of 12,273,745,504 units, representing 99.8% of the total votes cast in favor of the resolution, while we have 14,170,709, representing 0.12% of the total votes cast against. Thank you.

Thank you very much. I declare the resolution carried. Resolution 6. Again, thanks for your patience. We will soon be done. Resolution 6 that the shares issued in accordance with Resolutions 2 and 4 above shall rank pari-passu with the company's existing issued ordinary shares. Who moves, please?

[indiscernible].

Who seconds?

[indiscernible]. I second.

Thank you. Registrars, please.

Okay. Thank you, Mr. Chairman. The poll is now open. [Voting]

The poll is now closed. At the end of the poll, we have a total of 12,453,399,022, representing 99.89% of votes cast in favor of the resolution, while we have 14,170,709, representing 0.11% of the total votes cast against the resolution. Thank you.

Thank you again. I hereby declare the resolution carried. Resolution 7, that the Board be and is hereby authorized to allot the shares issued in accordance with Resolutions 2 and 4 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 Nigerian Exchange Limited and cancel any unallotted shares relevant to Resolutions 2 and 4 above, subject to relevant regulatory approvals. Who moves, please?

Mr. Chairman. My name is Ms. Bakare Adebisi.

We know your voice. Who seconds?

[indiscernible]. I second the motion.

Thank you very much. We know your voice too. Registrars, please.

The poll is open. [Voting]

The poll is now closed. At the end of the poll, we have a total of 12,273,745,865 units, representing 99.88% of the total votes cast in favor of the resolution. And we have 14,181,298 units, representing 0.12% of the total votes cast against the resolution. Thank you.

Thank you. I declare the resolution carried. We are now up to Resolution 8, 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 at this EGM, including, but not limited to, the execution of any agreement, notice or document, appointment 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, all regulatory returns in relation to the above resolutions. Who moves, please?

I move, Mr. Chairman. My name is [indiscernible].

Thank you. Who seconds?

I second Mr. Chairman.

Name, please.

[indiscernible]

Okay. You have that. Thank you very much. Registrars, you are on.

The poll is now open. [Voting]

The poll is now closed. At the end of the poll, we have a total of 12,273,777,094, representing 99.88% of the total votes cast in favor of the resolution. And we have 14,170,709, representing 0.12% of the total votes cast against the resolution. Thank you.

Thank you. I declare resolution carried. We're going to go to Resolution 9, the final ordinary resolution for today, that the Board be and is hereby authorized to do all things necessary to give effect to the resolutions adopted at this Extraordinary General Meeting at the CAC. Who moves, please?

I second.

Thank you. Registrars, please.

The poll is now open. [Voting]

The poll is now closed. At the end of the poll, we have a total of 12,274,836,379 units, representing 99.88% of the total votes cast in favor of the resolution. And we have 14,170,709 units, representing 0.12% of the total votes cast against. Thank you.

Thank you. I hereby declare resolution carried. We now move to Resolution 10. This is a special resolution for which 75% of the vote is required as provided in Section 531 of CAMA 2020, 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 be and is hereby authorized to file the amended Memart at the CAC.

I was asked to move the motion as directed by the Chairman.

I second the motion. This is Bakare Adebisi.

Okay. Registrars, please.

Thank you, Mr. Chairman. The poll is now open. [Voting]

The poll is now closed. At the end of the poll, we have a total of 12,273,707,610 units, representing 99.88% of the total votes cast in favor of the resolution. And we have 14,170,709 units, representing 0.12% of the total votes cast against. Thank you.

Thank you. As you can see, that's more than 75%. So I declare resolution carried. Resolution 11, the final business of the day, that the memorandum and Articles of Association of the Company contained in the printed documents submitted to the meeting and for the purpose of identification initialed by the Chairman hereof, be approved and adopted as the new Memorandum and Articles of Association of the Company in substitution for and to the exclusion of the existing Memorandum and Articles of Association hereof. Who moves, please?

I move Mr. Chairman. My name is [indiscernible].

I second.

Thank you very much. Okay. Registrars?

Thank you, Mr. Chairman. The poll is now open. [Voting]

The poll is now closed. At the end of the poll, we have a total of 12,361,600,277 units, representing 99.87% of the total votes cast in favor of the resolution. And we have 16,114,209, representing 0.13% of the total votes cast against. Thank you.

Thank you, Registrars. Great job. I hereby declare the final resolution carried, and I thank you all for participating. 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 resolutions. I will now humbly call on Alhaji Tambari to give us a closing prayer before we take the national anthem. Alhaji Tambari? Is Tambari available?

Mr. Chairman, he is available.

And Mr. Tambari, unmute your phone, please.

Are able to hear me, Mr. Chairman?

We hear you. Please -- yes, let's stand for the closing prayer and national Anthem. Thank you very much.