Fidelity Bank Plc (FIDELITYBK) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you all to the 37th Annual General Meeting of Fidelity Bank. I hereby call on Mr. Tunji Bamidele to give us our opening prayers. Thank you very much. I will now call on the Company Secretary to confirm that we have a quorum.

Good morning, esteemed shareholders. Good morning, and welcome once again. I have confirmed from the registrars, First Registrars & Investor Services Limited, that they received a total of 384 proxy forms for this 37th Annual General Meeting. The proxy forms and shareholders in virtual attendance [Audio Gap] jointly hold 17,242,146,000 shares. The shareholders in attendance by proxy and in attendance virtually make up 34.3% of the company's paid-up share capital. Consequently, I hereby confirm to the Chairman that a quorum has been formed.

I hereby declare that a quorum has been formed in accordance with Article 62(1) of the Articles of Association of the company. Kindly permit me to deal with some preliminary matters before we proceed to the business of the day. 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 Companies and Allied Matters Act 2020 to enable public companies to hold their general meetings electronically. Accordingly, this Annual General Meeting is being held electronically in accordance with the law. I'm pleased to inform you that the proceedings have been live streamed on YouTube and Facebook to enable all shareholders and stakeholders follow the meeting from their respective locations. Can we now have HSE briefing? HSE briefing, please. [Presentation]

Thank you. I can confirm that all the directors of your company are present at this 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 on May 16, 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 with the bank policy. 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 after the 36th Annual General Meeting: A, Alhaji Abdullahi Sarki Mohammed was appointed as an Independent Non-Executive Director with effect from January 14, 2025; Ms. Obiaku Augusta Okam was appointed as a Non-Executive Director with effect from January 14, 2025; and Mr. Sufiyanu Ibrahim Garba was appointed as an Executive Director with effect from January 24 (sic) [ 14 ], 2025, with oversight responsibility for the bank's north directorate. 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 Nigerian 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 financial 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 regulations, the new directors will be presented for election at this 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. One, Mr. Mustafa Chike-Obi, Chairman, Board of Directors; Two, Dr. Nneka Onyeali-Ikpe, Managing Director, Chief Executive Officer; Engineer Henry Obih, Independent Non-Executive Director; Mrs. Amaka Onwughalu, Non-Executive Director; Chief Nelson Nweke, Non-Executive Director; Mr. Chinedu 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. Ken 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, Executive Director of North; last but not the least, Mrs. Ezinwa Unuigboje, Company Secretary. I will now introduce the representatives of our directors -- of our regulators who are joining this meeting virtually. Central Bank of Nigeria, represented by Mr. Temidayo [indiscernible]. Nigerian 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. [indiscernible] and Mrs. Loretta Chima. 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 Mr. Michael Daudu and Mrs. Ayonike Faturoti. Our registrars, First Registrars & Investor Services Limited represented by Mr. Yaya Lawal and Mr. Oladipo Olabisi. The independent external consultants on the annual Board appraisal, KPMG Advisory Services represented by Mr. Tolu Oduko and Ms. Theodora Obiajulu. Permit me also to introduce the statutory audit committee. Chief Frank Onwu, Chairman, Statutory Audit Committee, shareholder; Dr. Christian Nwinia, shareholder; Mr. Innocent Mmuoh, shareholder; Chief Nelson Nweke, Non-Executive Director; Mrs. Ronke Bammeke, Independent Non-Executive Director. 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 this meeting.

Notice of the 37th Annual General Meeting. Notice is hereby given that the 37th Annual General Meeting of members of Fidelity Bank Plc will hold virtually via the link in the notice at 10:00 a.m. on Tuesday, April 29, 2025, to transact the following business, ordinary business. One, to lay before the members, the Audited Financial Statements for the year ended December 31, 2024, and the Reports of the Directors, External Auditors and Audit Committee thereon. Two, to declare a final dividend. Three, to elect the following directors who were appointed since the last Annual General Meeting: Alhaji Abdullahi Sarki Mohammed, Independent Non-Executive Director; Ms. Obiaku Augusta Okam, Non-Executive Director; Mr. Sufiyanu Ibrahim Garba, Executive Director. Four, to re-elect the following directors retiring by rotation: Mr. Mustafa Chike-Obi, Chairman, Non-Executive Director; Engineer Henry Obih, Independent Non-Executive Director. Five, to authorize the directors to fix the remuneration of the external auditors for 2025. Six, to disclose the remuneration of the managers of the company. Seven, to elect members of the Statutory Audit Committee. This notice is dated the 4th day of April 2025 by order of the Board. I would crave your indulgence and refer you to the notes attached to the notice. Thank you.

I will now draw your attention to the Chairman's statement, which is contained on Pages 19 to 20 of the 2024 Annual Reports and Accounts. I crave your kind indulgence to waive the reading on the report, which was earlier circulated to shareholders. However, please permit me to make a few comments on our performance in the 2024 financial year. 2024 was a remarkable year for us. Despite the global economic headwinds, we demonstrated exceptional resilience, achieving record-breaking growth across all performance indicators. Most notably, our profit before tax, PBT, increased by an outstanding 210%, rising from NGN 124.3 billion in December 2023 to NGN 385.2 billion in the reporting period. We successfully completed the first stage of our capital exercise -- capital-raise exercise, achieving oversubscription of 237.9% and 137.7%, respectively, in the public offer and rights issue. This is a testament to the strength of our brand, and we are profoundly grateful to you, our shareholders, for this extraordinary vote of trust. We have commenced the regulatory process for the next phase of capital raising, and expect to achieve successful completion of the requirement of NGN 500 billion for banks with international authorization. Our continued success is driven by the clarity of our vision, the simplicity of our processes, and the dedication of our workforce. We appreciate the hard work of our executive management team, led by our indefatigable MD/CEO, Dr. Nneka Onyeali-Ikpe, as well as our vigilant staff for their hard work and steadfastness. I also commend my colleagues on the Board for their commitment, diligence and unwavering support. As we implement our objectives for 2025 financial year, we assure our shareholders that we will continue to prioritize strong corporate governance practices, effective risk management, capital preservation, talent retention and enhancement of shareholder value through the payment of interim and final dividend. Please note that Managing Director's report and the report of the directors are on Pages 25 to 26, and 46 to 56, respectively, of the Annual Report and Accounts. Shareholders are enjoined and encouraged to read these reports for more insight into the bank's activities during the year. We will now proceed to the first item on the agenda, which is to lay before the members the Audited Financial Statements for the year ended December 31, 2024, and the Reports of the Directors, External Auditors, Audit Committee and Independent Board Appraisal Consultant. In accordance with the provisions of Section 377 of the Companies and Allied Metals Act 2020, I hereby lay before you the members, the audited financial reports -- the Audited Financial Statements and the Report of the Directors, External Auditors, Audit Committee and the Independent Board Appraisal Consultant for the financial year ended December 31, 2024. I will now call on the representative of the auditors, Deloitte & Touche, to present the auditor's report for the financial year ending December 31, 2024. Deloitte, please?

Good morning, Chairman, and thank you our distinguished shareholders. Our report is on Pages 144 to -- there are two reports actually, pages 144 to 151. Mr. Chairman, and with your permission and that of the shareholders, I would like to read excerpts of the report in the interest of time. May I proceed, sir?

Please proceed.

Independent auditor's report to the shareholders of Fidelity Bank Plc. Report on the audit of the consolidated and separate financial statements. We have audited the consolidated and separate financial statements of Fidelity Bank Plc and its subsidiary, the group and the bank, set out on Pages 154 to 306, which comprise the consolidated and separate statements of financial position as at 31st December 2024, and the consolidated and separate statements of profit and loss and other comprehensive income, the consolidated and separate statements of changes in equity and consolidated and separate difference of cash flows for the year then ended, the notes of the -- the notes to the consolidated and separate financial statements, including a summary of material accounting policy information. In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Fidelity Bank Plc as at 31st December 2024, and its consolidated and separate financial performance and consolidated and separate cash flows for the year ended in accordance with IFRS accounting standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, Banks and Other Financial Institutions Act 2020, Central Bank of Nigeria regulatory guidelines, and Financial Reporting Council of Nigeria (Amendment) Act 2023. We conducted our audit in accordance with International Standards on Auditing, ISAs. Our responsibilities under those standards are further described in the auditor's responsibility for the audit of consolidated and separate financial statements section of our report. We are independent of the group and the bank in accordance with the requirements of the International Ethic Standards Board for Accountants, IESBA, and the IESBA Code, and other independence requirements applicable to performing audits of consolidated and separate financial statements in Nigeria. We've fulfilled our other ethical requirements in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of consolidated and separate financial statements in Nigeria. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. I'll refer to Pages 148, please, and I'll read the last paragraph, Report on Other Legal and Regulatory Requirements. In accordance to the fifth schedule of the Companies and Allied Matters Act, we expressly state that we have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audits. The group and bank has kept proper books of accounts so far as appears from our examination of those books. The group and bank's financial position and statement of profit or loss and other comprehensive income are in agreement with the books of accounts and returns. In compliance with the Banks and Other Financial Institutions Act and circulars issued by the Central Bank of Nigeria, we confirm as follows: related party transactions and balances are disclosed in Note 38 of the consolidated and separate financial statements in compliance with the Central Bank of Nigeria circular BSD/1/2004; returns on customers' complaints that are disclosed in Note 41.2 to the consolidated and separate financial statements in compliance with the Central Bank of Nigeria circular; as stated in Note 41.1 to the consolidated and separate financial statement, the bank paid penalties for contraventions of certain sections of the BOFIA Act, and relevant Central Bank of Nigeria circulars during the year ended 31st December 2024. In accordance with the requirements of the Financial Reporting Council of Nigeria, we performed a limited assurance engagement and reported on management's assessment of the entity's internal control over financial reporting as of 31st December 2024. The work performed was done in accordance with the FRC Guidance on Assurance Engagement Report on internal control over financial reporting, and we have issued our report dated 28th March 2025 and is included on Pages 144 to 151 of the financial statements signed from behalf of Deloitte & Touche, by my own. Thank you, Chairman.

Thank you very much. I will now call on the Chairman of the Statutory Audit Committee, Chief Frank Onwu, to present the committee's report on Page 58 of the Annual Report and Accounts. Please, Chief.

Okay. Thank you, Chairman. So I'll read the report of the Statutory Audit Committee for the year ended 31st December 2024 to member explanations obtained, reviewed the External Auditor's Management Report for the year ended 31st December 2024 and are satisfied that management is taking appropriate steps to address the issues raised, ascertained that the company has complied with the provisions of Central Bank of Nigeria Circular BSD/1/2004, dated February 18, 2004, on disclosure of insider credits in the financial statements of banks. In addition, related party transactions and balances have been disclosed in the notes to the financial statements for the year ended 31st December 2024, in accordance with prescribed CBN format. Ascertained that the accounting and reporting policies of the company for the year ended 31st December 2024 are in accordance with legal requirements and agreed ethical practices. The external auditors confirmed having received full cooperation from the company's management and that the scope of their work was not restricted in any way. Signed Chief Frank Onwu, Chairman, Audit Committee. And the members, Chief Frank Onwu, Chairman, shareholder; Dr. Christian Nwinia, member, shareholder; Mr. Innocent Mmuoh, member, shareholder; Chief Nelson Nweke, member, Director; Mrs. Ronke Bammeke, member, Director. Thank you, Mr. Chairman.

Thank you very much. In line with the provisions of the Central Bank of Nigeria's Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks, we still believes that our independent Board appraisal exercise should be conducted in each financial year, and the report of the appraisal should be presented at the Annual General Meeting. KPMG Advisory services was appointed to conduct the Board appraisal for the year ended December 31, 2024. I will now call on the representative of KPMG Advisory Services, Mr. Tolu Odukale, to present the Board appraisal report for the 2024 financial year, which is on Page 138 of the Annual Report and Accounts. Please.

Thank you, Mr. Chairman. Good morning, directors, distinguished shareholders. Reports of the independent consultant to the Board of Directors of Fidelity Bank Plc on their appraisal for the year ended 31st December 2024. In compliance with the guidelines of Section 10.1 of the Central Bank of Nigeria Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks in Nigeria and Section 14.1 of the Nigerian Code of Corporate Governance 2018, Fidelity Bank Plc engaged KPMG Advisory Services to carry out an appraisal of the Board of Directors for the year ended 31st December 2024. The CBN Guidelines mandates an annual appraisal of the Board with specific focus on the Board's structure and composition, responsibilities, processes and relationships. We have performed the procedures agreed with Fidelity Bank in respect of the appraisal of the Board in accordance with the provisions of the CBN Guidelines and the NCCG. These procedures, which are limited in scope but sufficient in the Board's objectives in line with the CBN Guidelines and the NCCG, are different in scope from an external audit. Consequently, no opinion is expressed by us on the activities reported upon. Our approach to the appraisal of the Board involved a review of the bank's Board papers and minutes, key corporate governance structures, policies and practices. This included the review of the corporate governance framework and representations obtained from questionnaires and interviews with members of the Board and Senior Management. On the basis of our review, the bank's corporate governance practices are largely in compliance with the key provisions of the CBN Guidelines and the NCCG. Specific recommendations for further improving the bank's governance practices have been articulated and included in our detailed report to the Board. These include recommendations on Board composition. Signed, Olumide Olayinka, Partner, KPMG Advisory Services. Thank you.

Thank you. We will now take your questions and comments on the annual report and audited accounts for the 2024 financial year. Please type your questions in the comment box or use the raised hand icon. To ensure this session is orderly, I will invite shareholders to make their comments in turn. The media team will unmute shareholders that have been recognized by the Chairman. Kindly state your name for the record when recognized by the Chairman. Please keep your comments brief and avoid repetition, so other shareholders can have the opportunity to ask questions. I will now start with our shareholder emeritus, Chief Boniface Okezie. Chief Please unmute Chief Okezie. I'm sure you have something to say.

Good morning, Mr. Chairman, are you hearing me?

Yes, we're hearing you.

Good morning, the group MD and the other directors and other distinguished shareholder, good morning. My name is [ Okezie ], the National Chairman of The Progressive Shareholders, Nigeria. Mr. Chairman, I thank Board and management a lot for this superlative performance for this current year we're reviewing this morning. Excellent result, excellent. If we look at Page 10 of this annual report, performance highlight, the turnover, revenue and efficiency ratio. Gross earning up by 87.7%, which is NGN 1,043.4 billion. Mr. Chairman, that's awesome. Considerably in previous year, NGN 555.8 billion and what we got, this year, [indiscernible]. Mr. Chairman as I mentioned. That shows that Fidelity today is among the Top 5 brands in Nigeria. [Audio Gap] because if this money you have today you make, at least we are going to -- I'm sure [indiscernible]. The banks have one [indiscernible]. At the end of day, someone who comes [indiscernible] cost reservations. Mr. Chairman, I don't think [indiscernible] with the amount of money. I think [indiscernible] Mr. Chairman in that organization. And by now I'm going to [indiscernible] but today, when Nigeria is such a wonderful country. Higher cost of doing business in Nigeria, Mr. Chairman, that's [indiscernible] Mr. Chairman is very commendable. [indiscernible] big banks in paying dividend today, otherwise, I'll put it behind. I commend the workforce of Fidelity Bank for what they have done. Mr. Chairman, I know this can pass. The staff at the employment are complaining. They might not have change for that but I want to see at least more like the tourists, because it is not upfront project [indiscernible], the Company Secretary. [indiscernible] 1 million [indiscernible] no matter how [indiscernible] but I want to also say that the stats that I work with should be looked into so that they can be happy, so they can do their work without the stealing, without committing fraud and forgery. Mr. Chairman, [indiscernible] I believe strongly that the CMD and the Board will look into that [indiscernible]. Mr. Chairman, if you do that, I'm going to be a happy person, because [indiscernible] I mean not so much in this bank. I know they are happy people when they go to banking. That is the one thing you look at this time. When we receive you from the security, let me assure you [indiscernible] which is nice. If they are not [indiscernible] basis. Mr. Chairman, I know you are listening the call and the group's CMD is a women who have children, and we are modest. Please consider, even more so that [indiscernible] where they are benefiting from this, for the benevolence of direction [indiscernible] in which we operate. I want to [indiscernible] for completing the [indiscernible]. Mr. Chairman, I want to ask CMD how far has she gone in opening more branch in [indiscernible]. I want to know how far we have gone to create more branches. [indiscernible]...

Chief, Okay. We have to interrupt you because we have many people who want to speak.

I want to say you have done very well. Very good, very good, very good.

Thank you very much. I will just say and then I'll turn over to the MD to answer some of your questions that your concern about AMCON is well noted. We've been engaging with the authorities on this issue. We made some progress, but it's a lot of money, and they are a lot time to give it up. So we'll keep working. Again, your concern is noted, and we're engaging the authorities. MD?

Thank you very much Mr. Okezie for those very good comments. We are very grateful. Just to confirm that the increased salary has been done, just to be announced. And that to confirm that the branch in [indiscernible], I'm sure you're aware is being -- I think we're maybe like 70% completed. And definitely before about June, we should be able to open. And we will have you come there on the opening because it's your effort. So it's been front loaded. Thank you.

I will call on Chief Tunde Okelana to make comments and ask questions. Chief Okelana?

[Technical Difficulty].

Chief, can you please wind up because we have a lot of people who want to speak?

[Technical Difficulty].

Thank you for your kind words. I'll have the MD respond to you.

Thank you very much, Chief. At least now Ogbomosho branch is now a reality. And you'll be there for the opening to cut the tape for us. So thank you very much for making sure that we kept focus -- steadfast focus on it, thank you. Then just to confirm that you are very correct, our staff are our greatest assets, and we do everything we can to make them happy. So the promotional exercise have been concluded, and it's going to be effective 1st of July. The announcement should be made any time soon. Thank you.

Let me call on Barrister Mrs. [indiscernible] to make a few comments? We can hear you. Yes, go ahead. We can't hear you, ma'am.

[Technical Difficulty].

Somehow, your Internet connection is -- madam, yes, it's unstable. Can you switch off the video? Let's just try audio. See if that works better.

Okay. [Technical Difficulty].

We still can't hear you, barrister. Maybe we can hear it better now. We still can't hear her. Madam, we have received your questions. You send your questions to the MD. Madam, your Internet is not very good. So let me just say that we have received your questions. You send them to me and you send them to the Secretary. So we have read your questions, and we can comment on some of the issues. You mentioned that we don't have enough ladies. Believe me, one of our criteria for putting people on the Board now -- Board in general is we have a preference for women. We have a requirement for accountants, we have a requirement for IT experience. But we accounted gender balance. And even though we have around 35%, which is a CBN guideline. We will continue to make efforts to get closer to 50-50, but we'll note your comment. So we read your comments, and we thank you for your wonderful comments. Thank you. Let me invite Alhaji Farouk Umar to make a few comments. While we wait for Alhaji Farouk, I want to shift to Barrister. That's a lovely hat you're wearing. We are all admiring the hat. I wish I could wear it. Alhaji Farouk, please. We don't have him. Let me try Alhaji Kabiru Tambari, please. Alhaji Kabiru Tambari? Okay. We're going to take one final person. Let me invite [ Tunji Bamidele ] if he has any comments. Tunji Bamidele, do you have any comments?

[Technical Difficulty].

Once again, we're having audio difficulties. We're having audio difficulties with you, but we have to move on and let's try Pastor Adio, please. Pastor Adio? Maybe his Internet will be better. Pastor Adio, please. In view of our audio difficulties, we will try to have a more inclusive virtual/physical meeting at the next...

Hello, Mr. Chairman?

Who is this, please? Pastor Adio, please go ahead. Yes, you'll be our last speaker. Go ahead.

[Technical Difficulty].

I will pass that to Madam Amaka Onwughalu, who is leading our efforts to fully capitalize. She can give you a quick briefing, but that's a very good question. Madam Amaka?

Okay. Thank you very much. I think for our capital asset recapitalization, we are on point, and we have private placement, which is ongoing. It was approved at the last AGM, and we will be able to conclude by end of June. So that's all I will say for now. So it is ongoing, and it's very much on point. Thank you.

Let me just say that at the AGM, you give us authority to issue a private placement to complete the 500 minimum requirement by the CBN. Like Madam Amaka said, we are comfortable that by end of June, we'll have accomplished that, if not go extra. We are giving -- we are looking for NGN 195 billion, and we are fairly certain that even that will be well subscribed. We chose a two-tier approach to capitalization. The first one, which was very successful, which was at [ 975 ]. And while we don't have numbers, I have given us authority to pick the best numbers for the bank. The second phase will be at a much higher price. It's a good thing because the pool has supported us early and going to have price appreciation. And we have saved the bank considerable amount of money by doing it in this two-tier structure. So we thank management and the Board for thinking about it in this way. But that will be concluded by end of June. Thank you. Having laid before you the Audited Financial Statements and the Reports of the Directors, External Auditors, Audit Committee and Independent Board Appraisal Consultants for the financial year ended December 31, 2024, in accordance with Section 377 of the Companies and Allied Matters Act 2020, we will now proceed to vote on this agenda item and other items for which your vote is required. In accordance with provision of Section 248(1a) of the Companies and Allied Matters Act 2020, I, as the Chairman of this meeting, hereby call for your poll in respect for all the items on the agenda, except Item 6 on disclosure of the remuneration paid to managers of the company for which no voting is required and Item 7 on election of the Statutory Audit Committee, which will be by show of hands. Given that the agenda items for which your vote is required are ordinary resolutions, please note that a simple majority of votes, 51% of the votes cast by members present in person or by proxy will be required to pass each resolution. I'm informed that some shareholders had earlier submitted proxy form to the registrars, indicating how they wish their votes to be cast on the resolution being presented for consideration. The proxy votes received on each resolution are already been collated by the registrars. I will display it on the screen and added to the votes to be cast on each resolution during this 37th Annual General Meeting. The registrars 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 registrars to explain the process for electronic voting, which will also be displayed on the screens. Media team? [Presentation]

To ensure that shareholders are totally familiar with the voting process, I will request the media team to repeat the presentation for the benefit of all. [Presentation]

For the financial year ended December 31, 2024, which were earlier laid before the members, pursuant to Section 377 of the Companies and Allied Matters Act 2020, will the shareholder, please -- sorry, will the shareholder, please, second resolution? Tunji Bamidele seconds the resolution. I will now put the resolution to the meeting by calling on you to vote on the resolution. Please note that you have 120 seconds. It says 120 here -- 90 seconds to vote on the resolution. Registrars, please.

Good morning, the Board of Directors, the esteemed shareholders that have joined online. Just like the Chairman already displayed, the first resolution will be displayed now. Please open the poll, that is to receive audited financial statement for the fiscal year. The poll is open. Four shareholders have voted online, six. We have 14 shareholders that have voted online. [Voting]

Poll closed. At the end of the voting on that resolution, we have 386 shareholders voting through proxies and online with total shares of 17,245,831,193 shares. No dissenting vote. Thank you.

I hereby declare the resolution carried. Next to our approve a dividend. The next item on agenda is approval of the proposed dividend. In this regard, the directors are pleased to recommend that shareholders should approve the payment of a final dividend of NGN 1.25 per ordinary share for the 2024 financial year. The proposed final dividend of NGN 1.25 per share, an interim dividend of NGN 0.85 per share paid on October 15, 2024, brings the total dividend for the 2024 financial year to NGN 2.10 per share. I hereby propose a resolution for the shareholders to approve payment of a final dividend of NGN 1.25 per ordinary share for the financial year ended December 31, 2024. Please raise your hand if you want to second. Mr. [indiscernible] seconds. Thank you. Registrars, please.

Thank you very much, Mr. Chairman. The next resolution, which is going to be displayed is to declare a final dividend for the 2024 financial year. Please open the poll. [Voting]

Poll has closed. At the end of the voting on that resolution, which is to approve the final dividend of NGN 1.25 for the 2024 financial year, we have total shares of 17,246,048,927 shareholders -- shares with the total number of shareholders of 402 voted on that resolution while we have 1 shareholder voted against with a total shares of 3,500 units. Thank you.

Thank you. I hereby declare the resolution, carried. The next item on the agenda is election or reelection of directors. Please note that separate resolutions will be proposed for the election or reelection of each director. A, the election of Alhaji Abdullahi S. Mohammed as Independent Non-Executive Director. Who seconds, please? Alhaji Farok Umar seconds. Thank you. Registrars, please.

Thank you very much, Mr. chairman. The next resolution is to elect Alhaji Abdullahi Mohammed as an Independent Non-Executive Director of Fidelity Bank Plc. Please open the poll. [Voting]

Poll closed. At the end of the voting on that resolution, we have total shares of 17,245,551,833 shares. 100% voting for that resolution. No dissenting voice. Thank you.

I hereby declare resolution carried. Election of Ms. Obiaku Okam. I hereby proposed resolution for shareholders to approve the election of Ms. Obiaku Okam as a Non-Executive Director. Will a shareholder, please, second resolution? Tunji Bamidele seconds the resolution. Registrars, please.

Thank you very much, Mr. Chairman. The next resolution is to elect Ms. Obiaku Okam as a Non-Executive Director of Fidelity Bank Plc. Please open the poll. [Voting]

Poll closed. At the end of the voting on that resolution, which is to elect Ms. Obiaku Okam as a Non-Executive Director of Fidelity Bank, we have total shares of 17,245,680,407 shares voting for that resolution, no against. Thank you.

I hereby declare the resolution carried. The election of Mr. Sufiyanu Garba. I hereby propose resolution for the shareholders to approve the election of Mr. Sufiyanu Garba as an Executive Director. Will a shareholder, please, second this resolution? [ Mr. Joseph Akensonya ] seconds. Thank you. Registrars, please.

Thank you very much, Mr. Chairman. The next resolution is to elect Mr. Sufiyanu Garba as an Executive Director of Fidelity Bank, Plc. Please open the poll. [Voting]

Poll closed. At the end of the voting on that resolution, we have total shares of 17,245,625,807 units voting for that resolution. No against. Thank you very much.

I hereby declare the resolution carried. The next item is reelection of directors. As I was presented for reelection at this Annual General Meeting, I hereby recuse myself from handling my own reelection and yields the chair to Mrs. Ronke Bammeke.

Thank you, Mr. Chairman, and warm greetings to our esteemed shareholders. The next item is the reelection of the Nonexecutive Directors who are due to retire by rotation at this AGM. In accordance with Section 285 of the Companies and Allied Matters Act 2020, and Article 95 (1)(a) of the articles of association of the company, the directors due to retire by rotation at this Annual General Meeting are Mr. Mustafa Chike-Obi and Engineer Henry Obih. And being eligible, they have offered themselves for reelection. I can confirm that a formal evaluation was conducted to assess the performance of the directors due to retire by rotation, and that the Board recommends their reelection based on their impressive contributions to the growth of the bank. Please be informed that separate resolutions will be proposed for the reelection of each director. We start with the reelection of Mr. Mustafa Chike-Obi. I hereby propose a resolution for shareholders to approve the reelection of Mr. Mustafa Chike-Obi as a Non-Executive Director. Will a shareholder please second this resolution? So Mr. Tunji Bamidele seconds. Registrars, please.

Thank you very much, Madam.

I'll now put the resolution to the meeting by calling on you to vote.

Thank you very much, Madam Chair. The next resolution is to reelect Mr. Mustafa Chike-Obi as a Non-Executive Director of Fidelity Bank Plc. Please open the poll. [Voting]

Poll closed. At the end of the voting on that resolution, we have total shares of 17,242,193,746 shares voting for that resolution, while we have 1 shareholder with total number of 10,000 units voting against that resolution. Thank you.

Thank you, registrar. I hereby declare the resolution carried. Having been duly reelected, I congratulate our Chairman, Mr. Mustafa Chike-Obi, on his reelection and yield the chair to him to continue the meeting.

Thank you, Madam Ronke Bammeke. I also wish to express my sincere appreciation to our shareholders for their confidence reposed in me. We will now go to the next item, which is the reelection of Engineer Henry Obih as an Independent Non-Executive Director. I hereby propose the resolution for shareholders to approve the reelection of Engineer Henry Obih as an Independent Non-Executive Director. Will a shareholder, please, second this resolution? If you wish to second, just raise your hand and we'll see you. It seems that Mr. Tunji Bamidele is working over time, and we appreciate it. He seconds the resolution. Registrars, please.

Thank you very much, Mr. Chairman. The next resolution is to reelect Engineer Henry Obih as an Independent Non-Executive Director of the bank. Please open the poll. [Voting]

Poll closed. At the end of the voting on that resolution, we have total shares of 17,245,662,433 shares voting for that resolution while we have 1 shareholder with total shares of 10,000 voting against the resolution. Thank you.

I hereby declare resolution carried. The next resolution. In accordance with Section 412 of the Companies and Allied Matters Act 2020 [Audio Gap] second the motion. Thank you. Registrars, please.

Thank you very much, Mr. Chairman. The next resolution is to authorize the director to fix the remuneration of the auditors. This is already displayed. Please, open the poll. [Voting]

Polls closed. At the end of the voting on that resolution, we have total shares of 17,245,693,763 units voting for that resolution with 1 shareholder with total shares 4,000 units voting against. Thank you.

Thank you. I declare the resolution carried. The next item is to disclose the remuneration of the managers of the company in accordance with Section 238 and 257 of the Companies and Allied Matters Act 2020. The ordinary business for Annual General Meeting should include an item on disclosure of the remuneration of the managers of the company. Premise on the foregoing shareholders are hereby informed that the remuneration of the managers of the company is disclosed in Note 40 of the annual report. Please also note that no voting is required on this agenda item. So we'll now proceed to the next item, election of members of the Statutory Audit Committee. The next item is election of members to the Statutory Audit Committee. Please note that a Statutory Audit Committee has been established in compliance with Section 404, subsections 2 and 3 of the Companies and Allied Matters Act 2020. The committee is made up of 3 representatives of the shareholders and 2 members of the Board of Directors. In compliance with the provisions of Section 404(3) of the Companies and Allied Matters Act 2020, the Board's representatives on the Statutory Audit Committee are Chief Nelson Nweke and Mrs. Morohunke Bammeke. As stipulated in the notice of the meeting, any shareholder may nominate another shareholder for election to the Statutory Audit Committee by giving notice in writing of such nomination to the company secretary at least 21 days before the Annual General Meeting. The CBN in its guidelines for commercial, merchant, noninterest and payment service banks in Nigeria stipulates that members of the Statutory Audit Committee should be knowledgeable in internal control processes, accounting and financial matters. The audit regulation further provide that the members of the Statutory Audit Committee should be registered with the Financial Reporting Council. Over 10 nominations were received for election of shareholders' representatives to the Statutory Audit Committee. However, most of the nominees either withdrew or could not be processed for various reasons, including late submission, documentation gaps and non-membership of the company by the nominee or nominator, leaving only 3 valid nominations. These 3 valid nominees are; one, [ Chief Frank Ong ]; two, [ Dr. Christian Winea ]; and three, [ Mr. Inosen Mou ]. Please note that Section 249(3) of the Companies and Allied Matters Act 2020 provide that there should be no rights to demand a poll on the election of members of the Statutory Audit Committee. Given that 3 valid nominations were received for 3 slots for shareholders on the Statutory Audit Committee, there is no need for an election. Accordingly, Chief Frank Ong, Dr. Christian Winea and Mr. Inosen Mou shall join the Board's representatives Chief Nelson Nweke and Mrs. Ronke Bammeke to constitute the Statutory Audit Committee for 2025 financial year. Pursuant to the provisions of Section 404 of the Companies and Allied Matters Act 2020, I hereby call on a shareholder to move the resolution for the election of Chief Frank Ong, Dr. Christian Winea and Mr. Inosen Mou as the shareholders' representatives on the Statutory Audit Committee with effect from April 29, 2025, until the next Annual General Meeting. [ Alhaji Kambari ] moves the resolution. Who second? It hasn't been seconded. Who seconds? Alhaji Farok Umar seconds. I hereby declare the resolution carried. Dear esteemed shareholders, having concluded the business for which this Annual General Meeting was convened, I now declare the 37th Annual General Meeting closed, and thank you for your attendance and participation. Please stay safe as you depart from respective locations. I would finally like to request Alhaji Kambari to give us a closing player before the national anthem. Alhaji, please.