Fidelity Bank Plc (FIDELITYBK) Earnings Call Transcript & Summary

October 9, 2026

NGSE NG Financials Banks shareholder_meeting 99 min

Earnings Call Speaker Segments

Ezinwa Unuigboje

executive
#1

[Audio Gap] for 21 days. Notice for annual general meeting, and the meeting scheduled to be held at 10:00 a.m. on Tuesday, July 7, 2026; however, we were constrained to reschedule the meeting to another day to enable us finalize the necessary arrangement for its successful conduct. We apologize for any inconvenience this may have caused shareholders and stakeholders. And we thank you all for your understanding, continued support and attendance. We assure you that the business to be transacted at this meeting is the same ordinary business that was stated in the earlier issued notice of 38 Annual General Meeting dated June 11, 2026. Except for the change of the meeting date to Friday, October 9, 2026, all other information contained in the previously issued notice of the 38th Annual General Meeting, the audited accounts for 2025 financial year and the related product reforms, including the proposed resolutions remain unchanged and valid for this meeting. The same resolution that were proposed in the notice date at June 11, 2026, will be presented for your consideration and approval at this meeting. Having clarified the statutory notice period and the business to be translated at this meeting, we would like to confirm that you are satisfied with the notice giving and arrangements made for this rescheduled meeting and have no objection to the same before we proceed further.

Unknown Executive

executive
#2

Yes, we should go ahead.

Ezinwa Unuigboje

executive
#3

That's it. Okays it.

Unknown Executive

executive
#4

I support that...

Unknown Executive

executive
#5

Yes. I support that we will move on because it's nothing changed. The status co still remains. So I get to shareholders that industry, we should go ahead with AGM in the meeting open and -- thank you, Mr. Chairman.

Unknown Executive

executive
#6

I support us improved buses. I support that motion.

Ezinwa Unuigboje

executive
#7

Thank you, shareholders. At this point, I would like to draw your attention to the provisions of Section 11 of the business facilitation act 2022, which amended Section 2402 of the company's an allied matters at 2020 to enable public companies who joing annual general meeting electronically. Accordingly, this annual 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 shareholders and stockholders join the meeting from their prospective locations. Bank is a responsible corporate citizen and consigned with the well-being of everyone attending this virtual meeting. We are aware that you are attending this meeting from different locations. I request that you take a moment to review your surroundings and note the emergency exits and safety protocols at your location. I will now call on the media team to present the HSC briefing. [Presentation]

Amaka Onwughalu

executive
#8

Chief Nelson Non-Executive Director; Mr. , Non-Executive Director; Alaa of Dulais Saiki Mohamed, Independent Non-Executive Director; Ms. Subiaco Akam, Non-Executive Director; Dr. Jonathan Ososuakpor, Non-Executive Director; Mr. Kevin, Executive Director of Risk Management; Dr. Ken Opara, Executive Director, Lagos and Southwest Director; Mr. Stanley Amochi, Executive Director, Chief Operations and Information Officer; Mrs. Pamela, Executive Director South Director; Mr. AboloResoLebe, Executive Director, Corporate Banking Director; Mr. Sofia Gaba, Executive Director, not Director; Ms. Edinburg, Company Secretary. I will now recognize and welcome the representatives of our regulators from the Central Bank of Nigeria. Nigerian Exchange Group Securities and Exchange Commission, Nigerian Deposit Insurance Corporation, Financial Reporting Council of Nigeria, Corporate Affairs Commission. You all welcome. I would also like to recognize the representatives of our professional advisers. The standard auditors, Deloitte & Touche, the registrar, First Registrar And Investor Services Limited, the independent external consultants on the Analor appraiser, KPMG Advisory Services. Permit me to also introduce the Members of the Statutory Audit Committee: Chief Franconian Statutory Audit Committee and shareholder; Dr. Christian Minnie, shareholder; Mr. Inese Mor, shareholder; Alajulahi Mohamed, Independent Executive Director; Ms. Okam, Non-Executive Director. Having completed the preliminary matters, we will now proceed to the formalities of the day by calling on the company secretary to read the notice of the mid-tier.

Ezinwa Unuigboje

executive
#9

Good morning, once again, as team shareholders. I will now read the notice of 38th Annual General Meeting. Notice is hereby given 28 and our General Meeting of members of Fidelity Bank plc we will hold virtually via the link in the notice at 10 a.m. on Friday, October 9, 2026, to transact the following business. Ordinary business to leave before the members. The audited financial statements for the year ended December 31, 2025, and the reports of the directors, external auditors both evolution consultants and statutory audit committee there on. Item 2, to elect the following director, who was appointed since the last Annual General Meeting, Dr. Jonathan also Non-Executive Director. So we elect on note the directors view for retirement by rotation. Item 1 to reelect, Ms. Amal Chairman, Non-Executive Director. Item 2 to note the retirement by rotation of Chief Nelson Wink, Non-Executive Director. Item 4, to authorize the Directors to fix the remuneration of the external auditors for 2026. Item 5, to disclose the remuneration of the managers of the company item to elect members of the Statutory Audit Committee dated 11 day of June 2026 by other of the Board. I would crave your indulgence and refer you to the notes accompanying the notice. Thank you.

Unknown Executive

executive
#10

Thank you, esteemed shareholders.

Unknown Executive

executive
#11

Okay. I now draw your attention to the Chairman's statement, which is content.

Unknown Attendee

attendee
#12

Recognize.

Amaka Onwughalu

executive
#13

Okay. Thank you, team shareholders. However, please permit me to make a few comments on our performance in 2025 financial year. 2025 was a remarkable year for us. I am pleased to report that Fidelity Bank continued to strengthen its franchise, enhance its resilience and advance its long-term strategic ambitions despite a challenging and evolving environment -- operating environment. Our performance during the year was underpinned by disciplined discussion, prudent risk management, strong governance and an unwavering commitment to serve our customers. Despite the global economic headwinds, we demonstrated exceptional resilience with gross earnings increasing by 45.6% to NGN 1.5 trillion and strong growth on various income lines. One of the most important milestones of the year was the successful completion of the second phase of our capital rates program to a landmark private placement, which raised NGN 227.05 billion. This brought our capital to NGN 532.6 billion and position us comfortably above the minimum regulatory requirement of NGN 500 billion for banks with international authorization. Beyond satisfying regulatory capital requirements, the capital rates strengthen our capacity to support larger customers, finance strategic sectors of the economy, pursue attractive growth opportunities, invest in innovation, expand the competitive advantage and create sustainable long-term value for shareholders. However, our objective is not mainly to build a larger bank, it is to build a stronger and more resilient institution. One capable of driving across economic cycles and true periods of economic uncertainties, market disruption, technology advancement, regulatory changes and industry transformation. As we reflect on the progress we have made and look forward to future premium with opportunities, I want to assure all our stakeholders that we will continue to prioritize effective risk management, capital preservation, strong corporate governance practices, talent retention and enhancement of shareholder's value. On behalf of the Board of Directors, I thank you, our shareholders, for your continued confidence and so forth. I particularly commend staff and executive management -- sorry about that, I must express my deep appreciation to my colleagues on the Board for their diligence and unwavering commitment. I will now draw your attention to the reports of the managing directors, Managing and the Board of Directors. Please note that the Managing Director's report and the report of the directors on Pages 23 to 25 and 43 to 54, respectively, of the report and accounts. Shareholders are to read their 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 detailed financial statements for the year ended December 31, 2025. On the reports of the Directors, external auditors, Audit Committee and Independent Board appraisal consultants. In accordance with the provisions of Section 377 of companies and allied matters act 2020, I hereby Lee before the members, the detailed financial statements and the reports of the directors, external auditors, audit committee, an independent Board appraisal consultants for the financial year ended December 31, 2025. I'll now call on the representative of the auditors, Deloitte and Touche to present the auditor's report for the financial year ended December 30, 2025.

Unknown Attendee

attendee
#14

Thank you, Madam Chair. Good morning, directors to shareholders. The auditor's report is on pages 142 to 146. And I seek the permission of Madam Chair to read selected sections of the auditor's opinion.

Unknown Attendee

attendee
#15

Shareholders, with the permission to shareholders.

Unknown Attendee

attendee
#16

I'm sorry. I seek the permission of the shareholders to read selected sections of the auditor's. .

Unknown Attendee

attendee
#17

Permission granted.

Unknown Attendee

attendee
#18

Independent auditor's reports 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 set out on Pages 154 to 319, which comprise the consolidated and separate statements of financial position as a 31 December 2025 and a consolidated and separate statement of profit or loss and other comprehensive income, the consolidated a separate statement of changes in equity and consolidated and separate statement of cash flows for the year then ended, the notes constituted a 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 of 31 December 2025, 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 International Accounting Standard Boards, the requirements of the company's Alermatas at 2020, banks and other financial institution Act 2020 and financial reporting of Nigeria amendment at 2023. We conducted our audit in accordance with international standard on auditing. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the consolidated and separate financial table section of our reports. We are independent of the group and bank in accordance with the requirements of the international standard both for contents, international code of axis for professional contents as applicable audit or financial statement of public interest entities. Another independent requirements applicable to performing auditor financial statements of public entities, interest entities in Nigeria. We have also fulfilled our other responsibilities in accordance with the ASB code and other secure comments 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 the business for our opinion. I'll go to Page 146. Reports on other legal and regulatory requirements. In accordance with the fifth schedule of the company act, we especially state that's, one, we have obtained all the information and explanation, which to the best of our knowledge and belief when necessary for the purpose of our audit. Two, the group accounts so far as appears from our examination of those books. Three, the group and bank's financial position and statement of profit or loss and other competitive income in agreement with the books of accounts and returns. In compliance with the banks and other financial institution act 2020 and circulars issued by the Central Bank of Nigeria, we confirm that, one, third-party transactions and balances are disposed in not of the contributor separate financial statements in compliance with the Central Bank of Nigeria SeculaSD12004. Two, Returns on customers' complaints are disclosed in 41.2 to reconsider a separate financial statements in compliance with the Central Bank of Mandela PDR. And three, as stated in note 41.1 to the consolidated and separate financial statements, the bank pay penalties for contributions of certain sections of the banks and other financial institution act 2020 and relevant Central Bank of Nigeria circulars during the year ended December 2025. In accordance with the requirements of the financial reporting council, we performed the limited assurance engagements and reported the management assessment of the entity's internal control over financial reporting as of 31 December 2025. The work performed was down in accordance with the FRC guidance and assurance engagement report on internal control over financial reporting. And based on the procedures we have performed and the evidence obtained, we have issued an unmodified conclusion in our report detailed in 2026. That report is included on Page 148 of these financial statements signed for Deloitte and Touche. Thank you. That is the end of our report.

Amaka Onwughalu

executive
#19

Thank you. I will now call on the Chairman of the statutory Audit Committee, Chief Nweke on to present the committee's report on Page 55 of the annual report and accounts.

Unknown Executive

executive
#20

Good morning, Chairman, the Board esteemed shareholders. I will now read the report of the statutory audit committee. For the year ended December 31, 2025, to the members of Fidelity Bank plc. In compliance with Section 4047 of the company's and Allied Matters Act 2020, we members of the Statutory Audit Committee report that we reviewed the scope and planning of the audit requirements and found them adequate. We reviewed the financial statements for the year ended 31 December 2025 and are satisfied with the explanations obtained. We reviewed the external auditor's management report for the year ended 31st December 2025 and are satisfied that management is taking appropriate steps to address the issues raised. Ascertained that the company has complied with the provisions of the Central Bank of Nigeria SacolaBSD1-2-004 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 31 December, 2025, in accordance with prescribed CBN formats. Asserting that the accounting and reporting policies of the company for the year ended 31 December 2025, in accordance with legal requirements and agreed ethical practices. The external auditors confirmed have received full cooperation from the company's management. And the scope of their work was not restricted in any way, signed Chief Franking Chairman, Audit Committee, members, Dr. Christian; Mr. Innocent Mor; Mrs. Moranbah; Alula Mohamed in attendance and secretary.

Ezinwa Unuigboje

executive
#21

Thank you very much. In line with the provisions of the Central Bank of Nigerian's corporate governance guidelines for commercial merchant noninterest and payment service banks, which stipulates that an independent Board appraisal exercise should be conducted in each financial year that the report of the results should be presented at the Annual General Meeting. KPMG Advisory Services was appointed to conduct the Board appraisal for the year ended December 31, 2025. I will now call on the representative of KPMG adviser services, Mr. Olumide, to present the Board appraisal report for the 2025 financial year, which is on Page 136 of the annual report and accounts.

Unknown Attendee

attendee
#22

Good morning, Chairman. Good morning to Board of Directors, and good morning, distinguished shareholders. I now present the report of the independent consultant of the Board of Directors of Fidelity Bank plc on the appraisal for the year ended 31st December 2025. In compliance with the guidelines of Section 10.1 of the Central Bank of Nigeria corporate governance guidelines for commercial merchant noninterest demand 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 2025. CBN guidelines mandates an annual appraisal of the Board with specific focus on the Board structure and composition, responsibilities, processes and relationships. We have performed the procedures agreed with Fidelity Bank in respect to the appraisal of the Board in accordance with the provisions of the Central Bank of Nigeria guidelines and the NCCG. These procedures, which are limited in scope are sufficient for the Board's objective in line with the Central Bank guidelines and the NCCG a different 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 minutes key corporate governance structures, policies and practices. This includes the review of the copy governance frameworks and representations obtained from questionnaires and interviews with the members of the Board and senior management. On the basis of our review, the bank's copy governance practices are largely in compliance with the key provisions of the Central Bank guidelines and NCCG. Specific recommendations for further improving the Board's practices have been articulated and included in our detailed report to the Board. This included a recommendation on the Board composition. This report will be signed by my humble self and on first April 2026. Thank you, Mrs. Chairman.

Amaka Onwughalu

executive
#23

Thank you, Mr. I will now take your questions and comments on the annual report on our detailed accounts for the 2025 financial year. Please take your questions in the comment box or use your Raise Hand icon. To ensure the section is orderly, I as the Chairman of the meeting, we invite shareholders to make their comments in turn. The media team will mute shareholders who have been recognized by the Chairman. Kindly stay to them 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.

Amaka Onwughalu

executive
#24

Okay. I'll call on Chief Boniface. Okay. Go ahead, please.

Unknown Attendee

attendee
#25

Yes. Mrs. Chairman. Good morning to other directors of this great company. I'm my full shareholder. Good morning. My name is. I'm the National Chairman of Progressive shareholders. Mr. Gentleman, I want to comment you on the bank for this great result -- thank God that fidelity is among the top 6 bank in Nigeria. Beyond that, Nigeria, we have put our footprint in the U.K. Does -- it is a line to a case to try the bank made during the year under review is very, very commendable even though that on the pages continue the is submitted, there's no dividend being proposed today. In the case of NGN 580, that means we should have had dividend to go home but that known with the regulator. But be it as it may, we are not going to frown at the Board because I know it's not their own making. The boars trying to pay dividend, but we know what's happening in the financial industry today that we are urging the Board to look at the interim dividend of this quarter financial year that will end December 2026 that the dividend of the proposed interim given by this honorable board to appreciate our shareholders who rather run them during the fourth region. Today, we're not only meeting of the NGN 532.6 billion. That kudos to you and the Board. And I want to use this opportunity to pay our media Pachama, Me MustaPacikobi and they have done very well, essentially aware in this bank. Amanecer they have done very well during the consolidation, it was Dr. And you who have taken over today was also non-exited Director at that time. But today, the month partnership are following you and are familiar with, you're not the new Indian industry. So with the experience, I see your casing today, with the MD, the group Amazon MD of this part, who have done very, very well and all these executive directors. I want to commend you on the entire workforce of the derivative bank. I am the shareholders are also a customer of this great bank. So I know what is going on. The bank have done very well. Mr. Chairman, I want to say today, if you go on Page 254 on balances by CB decision costs that you cannot touch or do we. We have almost NGN 1.6 trillion with Central Bank I think central banks were able to do us good in the banking industry. Talk about the bank to mixes of this phone is to align them either on the good of CBN. We are not in interest on even 1% interest on it that better, the bank we can deploy to those at edge but we're allowed to be this money. Mr. Chairman, also on Page 48 and to 50, I want to commend the bank for the donation net-out to institutions and less society. If you go on Page 11 to 119 -- at this country to about the society. It's about mobility and deposit and service it don't about the site I think this bank on the fun in the putting a conform, I want to commend you that should continue titter you wait. Mr. Chairman, I want to also say that we are not happy on the corporate version, paid on wood NGN 457 million net to CBA and sake but the lowest half was NGS, the NGN 2 million antecedents. If people can order the level connecting for NGS, it would be better. It is not a spin will happen with better line when we chat how are you? I want to say the NPS imported in investors. And that's the top where this body doesn't care what holds. Mr. Chairman -- our complement outcome on 246. Today, we paid NGN 50.986 billion as against NGN 5.8 billion in previous year. So market will bubble the stock. So this was if [indiscernible] collect money. What have many probes present 1 that's for -- that is not early. And so you need to build on and not to operate any longer in the economy of this because they are live often of shareholders' money, we cannot continue to tolerate that in the system. We meet them, we just maintain as we pace it's not a ton profit. The bad net profit, the growth every indices on the share would happen in the hand. Somebody commented today numeric that its often today. What opposing dividend guy, it is historical. I think we have gone beyond that. The codes final year and by next year, the bank will be able to do shareholder proud. And I'm content on board that you must do everything you go post the meter repaid within comes year,but do this, we need to have an [indiscernible] dividend.

Unknown Attendee

attendee
#26

Hello, Madam Chairman.

Amaka Onwughalu

executive
#27

Chief Okilano.

Unknown Attendee

attendee
#28

Good morning, my Chairman. Good morning, Board of Directors. Good money, my fellow shareholders. So what I say in effect, this bank has very well impact first and due work ...

Amaka Onwughalu

executive
#29

Your volume is not good. I think there's a problem with your network. Your network is very clear. Can you allow Chief Okelana speak, please.

Unknown Attendee

attendee
#30

So that branches need to be open. I commend the work expansion going on in the system. That is very commendable. Even though there's the congestion and the cost of competencies. But I think after there is going to be world class and you have brand today. I want to thank the Board for what they do. God bless Fidelity Bank and God bless the entire shareholder of this bank. I think the best year to come with the leadership of this Chairman today, we are going to go places in terms of the equity.

Amaka Onwughalu

executive
#31

Okay. I now call on Chief Okelona.

Unknown Attendee

attendee
#32

Good morning, my respected Chairman of the Board of Directors, members of the Board and my fellow shareholders. I am Saha, Chief; Chairman of Mobilisa Committee, and good morning once more. I want to appreciate all what was said by the last pica. And I want to comment the bank for what they are able to do. And most specially, the executive management led by Dr. Epi. Amazon in the banking industry. Among all the female executives who are in this country, this is personally the best. I don't know what other people can say, Fidelity always keep the wise. Let me go back to memory. For the past 20 years, we've been a branch of Fidelity [indiscernible]. The branch has been open under our reason. Today, I pass through [indiscernible] I saw some sign that the state operator to under branch expansion. We appreciate the present Board. We appreciate the management and the executive committee for a job well done. I want to say that the present account is the onward of the past chairman. And by the grace of god, the present Chairman you will proceed to that during your tendonitis or first year and you are welcome right inside that. One of the questions I want to have in bank today, what is your succession plan? Because we appreciate that the Chairman -- the present chairman came within. They have been grown within the bank knows everything about Fidelity Bank. We also appreciate any time convenient with the MD or the CEO to come within Fidelity Bank because these people have been trained, well trained and all of them are working very hard, all the executive directors. And I know one of them will mark the CEO of this bank. I want to commend the effort of all the management of Fidelity Bank because they are always there for us. Let me start from the office of the company's secretary. Yes, the people that are closer to the shareholder, the added bridge between the sale did between the shareholders and the management. And thirdly, and another area that I'm very happy about. There are 3 most important office in Fidelity Bank and by woman -- by women. I'm talking about the chairman office we have in file Chairman and office, we have intimated and the company secretary, we are failing. This is tripod, and we are very happy that this are going so and with the good cooperation among assisted presently between the present Chairman and the present of Fidelity Bank. I will continue to grow from strength -- what I want us to do? We know where we are coming. We know where we are. We are presenting and what we discuss our future. What is the future of Italian. We've already surpassed the regulatory request by having NGN 50 billion, fine, but let's not just respond for us. Let's see what we can be doing before. CBN will be telling us about NGN 1 trillion we should be working towards the line. They are very fantastic. They are especially with the present management either at the Board level or secretive management level. We have confidence in you, and we are always ready to give you more money. We are ready to do more lens to be able to support this bank. I want to appreciate this bank for the recent promotion of staff. Where a start is the most important. Please do more for that. It's only a Fidelity Bank is going to know before you are promoting. It's best of merit based on their performance based on tax month, and I know this is the best in the banking industry. And you have 1 of the best common resources, Nigerian banking industry and be proud of. Our the rest has showed you that the branches will give to us in our area. We will be able to give you more customers. The only challenges that I discussed with the MD last time is that most of the marketing is eitherway. I don't want to speak for where I don't know. Some of them does not have what we call email according to CBA. Occasionally, when we are at sure, we are getting more -- we are getting customer for our brands. Let's set aside that 1 a bit so that you have a customer because in the learning and boomers, there are a lot of markets, which we have been able to penetrate. But when we go to them for them to open accounts, we don't have email, which is 1 of the regulated but that's the way the bank and we out. I don't want to keep same many changes because the accounts we are considered today is historical. And I believe today will continue to grow from trend to say by the press of where we are for a lot so that you'll be able to do more data. And I want to play for the Managing Director onto protection, guiding make sure it gives you good as long life to enjoy the foot of our level. I want to talk to what enforce this year. By the grace of god. Next year, I will be at this same year. And we're talking for having this meeting online. It's not easy traction, which 1 of the advantages of this fascinated were by regarding on rest as of my strong projects of all stability always into the onwards. I'm go bless oats, and I do want to drop my mic without commenting the registers. Those group are fine. The Corporate Secretary's office. They are always there for us when we make inquiries.

Amaka Onwughalu

executive
#33

Okay. I now call -- thank you. Thank you, Chief. I now call on Mrs. Adeo.

Unknown Attendee

attendee
#34

Good morning, Madam Chairperson.

Amaka Onwughalu

executive
#35

Good morning.

Unknown Attendee

attendee
#36

Let me just get that for it because I've been raising my hand since I did know that I'll be called sales later. Okay. Good morning, Madam Chair present, other Board members, the regulatory authorities, my fellow distinguished shareholders, ladies and gentlemen, my name is Barry Tadeu, I'm the President of iLife Shareholders Association. Madam Shapers some observations, comments, suggestions and commendations on Fidelity Bank Plc 2025 annual reports. With your kind permission, I will quickly run through them. When I marched the performance highlights on Page 7, with results on Page 43, Item 1 of site following after limiting myself to the group performance -- going through the indices in help serve a growth in our turnover and a slight drop in our profit in the year-on-year review. I want to seize this opportunity to encourage the Board and the management team for their efforts and employ them to do more. On Page 24, recognition of our progress in group CEO statements. I observed that we have several procedures awards to a credit in the year-on-year review. This is highly commendable. Please keep it up on Pages 28 and 29, the group photograph of the Board of Directors outside that we have ladies in the board of 15 members -- 15 directors which amounts to 33.3%. This is fair, but now that Mrs. Baek has retired -- let me announce with only 4 ladies in the Board of Directors, which amounts to 28.6%. This is -- this new arrangement is unacceptable and gender balancing. We have to improve on it going forward. On Page 44, 45, Item 6, changes on the Board. I observed that 3 of our directors, including our own Chairman, Mr. Mustafa have retired from the Board since our last AGM. I want this opportunity to thank them for their managerial service to our company and wish them the very best in their presence and future endeavor to fill the vacuum created by DIS the board appoints a 5 directors, including our Chairperson. I want to seize this opportunity to congratulate them on their appointments and wish them the office. From Page 451 Item 9, donations and charitable contributions. I observed that our CSR in the year under review is profit because it covers health, education, social welfare, use impairment and community development. This is commendable as well. Please keep it up. From Page 6 to 7 attendance at the Board meetings and Board committee meetings is good, but can be excellent. We have to improve on attendance going forward. I want to seize this opportunity to appreciate our Group CEO and our team, especially for keeping the flag flying, kudos, madam, Kudos to you and your team. I want -- I would like to comment our group CS and our team as well. especially for always reaching out to the shareholders and making themselves accessible tools well done madam. We love you. Gods Thanks, and go bless you, Rishi, for this opportunity. Madam Chairperson, I appreciate. Yes. You are welcome.

Amaka Onwughalu

executive
#37

Thank you. Thank you, Madam. Thank you. Okay. Now Mr. Tunedal.

Unknown Attendee

attendee
#38

Good morning, my Chairman. My name is TujibaMidebi. My name is Tujiadele. I'm the Nacala of Professional Investor approach.

Amaka Onwughalu

executive
#39

Yes, we can hear you.

Unknown Attendee

attendee
#40

Thank you, I will start in on the system protocol or sitting on a city protocol. I appreciate both particularly new brand new chairman. Profiles pick a lot of tools. We have the confidence and give you alleysupport. Stalowa Nigeria. We are ready to support you our management team for the better tomorrow. My Chairman, let me be on obsession content. My chairman, you pass speaking about your patient to be the #1 in every market. There's a lot of -- and I believe we are doing a little bit more, and we speak a lot of them. But there's a lot of challenge either you need to be about do something about it now or in future. Madam chairman profit gelatin grew by 65% from 2020 to 2026, if you look at 5G assembly, so that there's a total commitment. One man can do a and do it better, very fantastic. We do have a lot of fantastic from chairman, MD or the management team. We see you, we are peso we still appetite about your market years that you done about 2 last month in Ghana precisely, we have a lot of a that people all about the world are looking at it. In award as we said. Macario principalities fantastic, but we don't see multifactorial. And I want to call your attention on 2 or 3 areas that is keeps consign. One, we want to know how mature our balance sheet as posse the balance assets in head of compliance with the regulatory requirement. The team mentioned is contravention. I don't know what you need to do, what we are expecting to have contravention. But if moving from 1 down to NGN 385 billion, I don't know. Well, I could think about it because the movement is too high and what is the rationale behind it? Now my chairman, another 1 that keeps consigned is what ramp up globally about the cyber attack, cybersecurity, cyberfraud. Really, it's not particular to our bank alone. We even try to manage 1 of 2. More than 77 new reported food loss about NGN 41 billion. What management doing to safeguard the company so kind of occurrence in future? -- it's not popular to us, but at least it's what is ramp-up global security and AI training for people to be able to be ready for whatever it that can be likely occur. My chairman, there are certain time social media and with an opportunity for to us today because the promotional side media is moving across the group in the area of litigation, particularly and our bank. I'll please say to, what is the position of this is cost issue or loan or debt is giving a lot because the information we have got is not consequence, so NGN 250 billion, NGN 90 billion, as of NGN 300 billion. We want you to clear the floor because you are decided and realizing first. A lot of people that are in proportional by to repair the copay. But once information like that going across the group, people are continuing or what is really ARPU. Now my Chairman, we appreciate you, we are expecting dividend and all in people that are working with you very well, when it's due. Now I want to appear to certainty. In an area of belief on giving a regulator or editor report on our -- what are interest for whatever, what is on in that you are not -- or what is happened in the compliance department that will not...

Amaka Onwughalu

executive
#41

We will go Mr. VC Bakari, please.

Unknown Attendee

attendee
#42

Okay. Thank you. Thank you for the opportunity given to me. My name is Mrs. VC Bakari. I am the National Court Nico pragmatic dataset of Nigeria. Good morning, Mr. Chairman, Board of Directors regulatory authorities joining online. And as Tim Fios also joining online. Good morning, everyone. I would like to start my comments by commending the entire board management and staff of our bank for the significant improvement in the asset quality of our bank, especially the reduction in our nonperforming loan ratio to 2.4% as well as our strong growth in our customer deposits to NGN 16 million. This demonstrates growing customer confidence in our brand, Fidelity Bank, and is highly commendable. I say Kudos to the entire board management for that Also, I want to comment our bank constrictly its capital position on recapitalization to NGN 561 billion. This is far above the minimum regulatory requirement for our category. In addition to that, that is only 1 of the annual report and accounts. Our capital adequacy ratio remained robust at 16.1% to NGN 6.3 trillion, which reflects continued franchise strength and improved funding profile. I want to comment on the appointment of our chairperson...

Amaka Onwughalu

executive
#43

Mrs. Barrieu having challenges with your network. Okay. I think at this stage, you respond -- will start responding to the questions asked. You did ask a couple of questions regarding -- sorry.

Unknown Attendee

attendee
#44

Good morning, ma'am. My name is Patrick.

Amaka Onwughalu

executive
#45

We're already -- let's answer some of these questions that have been raised First, because we have a lot of questions here. So let's answer them -- thank you, sir. Okay. So you did ask questions regarding the issue of CSR. So I'll ask the MD to speak on that.

Unknown Executive

executive
#46

I want to speak to the issue that you raised about the CSR to say that we are very happy that you appreciate our initiative to give back to the society because it's very important that we give back to the society where we operate. And if you remember and if you go through -- if you follow the news, we are very strong on the food initiative. And it is that all the geopolitical zones of Nigeria, it touches every part of Nigeria no matter how small. And all the IDP comps -- we make sure that we are supplying the food on a monthly basis. And we figure that, it's not all about profit. We just make sure that our bank has acumen phase. And I think we have achieved that because there's a lot of awareness around Food Bank and in all the other several interventions on education, health and all the work. So thank you for appreciating our initiative.

Amaka Onwughalu

executive
#47

Okay. All right. Thank you, team shareholders. We've also noted the comments made by Chief Boniface in all the -- we thank you for your comments, and we've noted them, the various comments you've made. We also thank all the esteemed shareholders, the 1 on prestigious awards. And also having 5 ladies on the board of Fidelity Bank. We thank you, and we'll continue to ensure the improvement on that. So at this stage, you also asked the question regarding dividend, and then I'll ask them to take that.

Unknown Executive

executive
#48

Okay. We just want to say that as a bank, we are fully committed to the promise to our shareholders that will continue to adequately reward them. And as the bank is growing, it's natural that they will get rewarded. But as you well know, we're regulated. Banking is the most regulated industry in the sector in Nigeria, and we have to always work with the regulator. We are doing our very best to ensure the dividends are paid, but we have to always out the to the regulator. So now we are waiting on them to give us guidance about the interim dividend for June 2026. We just want to let you know that in spite of all of that, that your share is appreciating on a daily basis. At the time we did the recapitalization, it was at NGN 7, something like that. We touched NGN 23 last week. So let's also be happy that the change is appreciated significantly and will also have more for the year-end. While we will regulator to guide us on what next to do. The regulator is very particular about capital appreciation. They want to make sure that we conserve capital so that we will be able to do very big ticket items and all of that. But all those conversations are going on, and we'll brief you as we progress.

Amaka Onwughalu

executive
#49

Okay. Thank you, Andy. You did talk about stem shareholders. You talked about succession. And at this stage, I'll call the Chairman of Governance Nomination and Remuneration Committee to speak to you on that to make his comments.

Unknown Executive

executive
#50

Thank you, Madam Chairman. The process for selecting the successor to the MD is a 2-stage process. So there's an internal stage of process or phase of the process. And then the final stage is reviews with CBN, and ultimately, we get approval from CBN. So we're going through the CBN stage as we speak. Thank you, Madam Chairman.

Amaka Onwughalu

executive
#51

Thank you, Engineer. Okay. So you also asked the mid comment about the social media circulation on SATCOM, the court case SATCOM. So I'll call on the MD to give you an update.

Unknown Executive

executive
#52

Okay. And I think that's the biggest story of the year in 2025, is Sprint Court gave judgment to the bank in -- on the 12th of June precisely. And information about this is on Page 13 of the accounts, and we noted that and give you detail that you need. However, to -- all the figures that are playing around are incorrect. The correct figure for the judgment the judgment and the calculation from the judgment came through is NGN 14 billion. So we are in the process of meeting the payments to the judgment creditor. Thank you very much. So we are in the process of making payments to them. If you go from the calculation, it's from the guidance of the Supreme Court is NGN 14 billion.

Amaka Onwughalu

executive
#53

Okay. Thank you, Andy. You did steam shareholders. You did ask some question on cybersecurity, the attacks that are currently, all the banks are envisaging, not just all banks but every institution in different ways. So I'll ask the ED with in charge of information and technology to speak on what the bank is doing regarding cyber security.

Unknown Executive

executive
#54

Thank you very much, esteemed shareholders. For our bank, as you rightly noted as well, the industry, there has been a lot of cyber security incidents is at attempts by frost, but we are very much a resilient as a bank, the Central Bank of Nigeria working with other banks in the industry we're building very strong resilience to ensure that issues coming from cybersecurity at curtailed. And for us as Fidelity Bank, we have strengthened our processes, our systems, and we'll continue to do that -- and we believe that with all we've done, your bank will be very safe and we'll get the first time. So it's a lot of work going on. The bank has invested supported by the Board to ensure that we protect the assets of our shareholders in the bank. So we'll continue to do that and ensure that the bank is safe at all times. Thank you very much. .

Amaka Onwughalu

executive
#55

Thank you. Thank you, ED. I think at this stage we'll proceed. I've laid before you the detailed financial statement and the reports of the directors, external auditors, Audit Committee, an independent Board appraisals for the financial year ended December 31, 2025 in accordance with Section 377 of the company's and allied matters 2020. We will now proceed to vote on this agenda item and other items for which ability is required. In accordance with the provisions of Section 24818 of the company's allied at 2020, I as the Chairman of this meeting here by all for your poll in respect of all the items of the agenda, except item 3B on retirement by rotation of chief Nelson Market on the disclosure of the remuneration paid to the managers of the company for which no voting is required. On Item 7, on the election of the statutory audit committee, on which voting will be by show of hands. Given that the agenda items for which your vote is required, our ordinary resolutions is required. Please note that a simple majority of votes, that is 51% of the votes cast by members present in person and by process will be required to pass each resolution. I am informed that some shareholders at earlier submitted proxy forms to the registers, indicating how they wish the votes to be cast on the resolutions being presented for consideration. The proxies on each resolution have already been collated by the red distress and will be displayed on the screen and added to the votes to be cast on each resolution during this 38th Annual General Meeting. The redress 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 the Stena auditors, Deloitte scrutinous I will now call on the redress to explain the process for electronic voting, which will also be displayed on the screen.

Unknown Attendee

attendee
#56

Good morning, esteemed shareholders. Kindly watch and listen, this is analyte instruction in the resolutions to be considered at generating. Voting will be conducted through the USS platform to access the voting platform, please dial the USS decode displayed on the screen and follow the prompts on your phone. The voting platform will remain open for 90 seconds for each resolution. Please cast your vote once the poll opens, if you experience any network connectivity issues kindly try again within the voting period. Please note, that votes can be submitted only once per shareholding account within the 90 second period kindly follow these steps to vote on the resolution to be considered at this meeting. Step 1, dial. Step 2, dial 1 to verify your phone number. Step 3, press 1 to vote on the resolution. Step 4, enter 1 to indicate voting with all units. Step 5, press 1 to vote for or 2 to vote against the resolution. Step 6, select send to exit. Once your vote has been successfully submitted, you will receive a confirmation message stating that your vote has been captured. Please note that the voting guidelines will continue to be displayed on the screen for your convenience. Good morning, esteemed shareholders, kindly watch and listen attentively to the instructions for voting on the resolutions to be considered at this general meeting. Please note the following: Voting will be conducted through a USSD platform. To access the voting platform, please dial the USSD decode displayed on the screen and follow the prompts on your phone. The voting platform will remain open for 90 seconds for each resolution. Please cast your vote once the poll opens. If you experience any network connectivity issues kindly try again within the voting period. Please note, that votes can be submitted only once per shareholding account within the 90 second period kindly follow these steps to vote on the resolution to be considered at this meeting. Step 1, dial hash. Step 2, enter 1 to verify your phone number. Step 3, press 1 to vote on the resolution. Step 4, enter 1 to indicate voting with all units. Step 5, press 1 to vote for or 2 to vote against the resolution, step 6, select send to exit once your vote has been successfully submitted, you will receive a confirmation message stating that your vote has been captured. Please note that the voting guidelines will continue to be displayed on the screen for your convenience.

Amaka Onwughalu

executive
#57

I hereby propose the resolution for shareholders to receive the detailed financial statement and the report of the Directors Sena Auditors, Audit Committee an independent Board appraisal consultants for the financial year ended December 31, 2025, which were earlier laid before the members pursuant to Section 377 of the company's and allied matter act 2020. Will a shareholder, please, second the resolution.

Unknown Attendee

attendee
#58

I second the motion.

Amaka Onwughalu

executive
#59

Thank you. Mrs. Black. Okay. I will now put the resolution to the meeting by calling on you to vote on the resolution. Please note that you have 90 seconds to cast your vote. [Voting]

Amaka Onwughalu

executive
#60

Voting on this resolution is now closed.

Unknown Attendee

attendee
#61

Good morning, Madam Chair, members of the Board of Directors, distinguished shareholders, regulators, ladies and gentlemen. Distinguished shareholders, the resolution presented for voting is to receive the detailed financial states made for the year 2025 financial year, kindly dial star 50-75 stash and follow the prompts once the poll is open. You have 90 seconds to cast your vote. Please open the poll. [Voting]

Unknown Attendee

attendee
#62

The poll is now open, kindly cast the vote. You have 66 seconds left. 50 seconds left. 40 seconds left. 20 seconds left. 16 shareholders have voted virtually. At the close of the poll, which is to receive the audited financial statement for the 2025 financial year. We have a total of -- we have a total of 26, 459,857,092 units of shares. For shareholders who have participated virtually and through proxy votes received and recorded. The number of shareholders that have participated -- thank you. The number of shareholders that have voted in favor of this resolution is 680 while there are no distancing votes. Thank you very much, Madam Chair. Thank you.

Amaka Onwughalu

executive
#63

I hereby declare the resolution carried. The next item on the agenda is election and reelection of directors. Please note that separate resolutions will be proposed for the election or reelection of each director. I hereby propose the resolution for shareholders to approve the election of Dr. Jonathan as a Non-Executive Director. Will a shareholder, please second this resolution, please.

Unknown Attendee

attendee
#64

I second.

Amaka Onwughalu

executive
#65

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

Unknown Attendee

attendee
#66

The next resolution for voting is to elect Dr. Jonathan as a Non-Executive Director. Distinguish shareholders, please do start 50758 ash and follow the prompts once the poll is open. We have 90 seconds to cast your vote. Please open the poll. The poll is now open, kindly cast the vote. [Voting]

Unknown Attendee

attendee
#67

90 seconds left. 50 seconds left. The poll is still open. 30 seconds left. 20 seconds left. 11 shareholders have voted virtually. 10 seconds left. Poll closed. At the close of the poll, which is to elect Dr. Jonathan as a Non-Executive Director. We have 6 orders and 66 shareholders who have voted in favor of the resolution. And this comprises shareholders who have participated virtually and through proxy votes received and recorded. This amounts to 26,223,846, 421 unit shares. While we have 5 shareholders who have participated through proxy votes voting against the resolution with a total of 224,515,091 units of shares. Thank you very much, Madam Chair.

Amaka Onwughalu

executive
#68

Thank you. I hereby declare the resolution carried. The next item is the reelection of directors. As I will be presented for relation at Bacano Adena meeting. I hereby recruits myself from handling my own reelection and yield the chair to engineer and we will be independent Non-Executive Director and Chairman of the Board Remuneration, Nomination and Governance Committee to handle this agenda item.

Unknown Executive

executive
#69

Thank you, Madam Chairman. I'm 1 retains to our steam shareholders. The next item is the reelection of the nonexecutive directors who were due to retire by rotation at this Annual General Meeting. In accordance with Section 285 of the companies and allied matters act 2020 and Article 95 1A of the articles of assist of the company, the directors due to retire by rotation at this annual general meeting, Mrs. Makara and Chief Nelson Meeker. Being eligible Ms. Amal has offered herself for reelection while Chief Nelson has confirmed that he would retire from the Board by rotation at the end of this 38th Annual General Meeting and would not be seeking reelection. I can confirm that a formal evaluation was conducted to assess the performance of Ms. Amaka Onwughalu. She joined the Board in December 2020. and served as member and Chair of various Board committees, including the Board Credit Committee and Board Risk Management Committee before her appointment as a Board Chair with effect from the 1st of January 2026. Based on our impressive background skills and experience in the financial services sector, 100% attendance record at meetings and impactful contributions to the growth and development of the bank since her appointment, the Board recommends shareholders' approval for the reelection of Ms. Amaka Onwughalu as a Non-Executive Director of the bank. I hereby propose the resolution for shareholders to approve the reduction of Mrs. Amaka Onwughalu as a Non-Executive Director. Will a shareholder please second this resolution.

Unknown Attendee

attendee
#70

I second.

Unknown Executive

executive
#71

Thank you very much, shareholders. I will now put the resolution to the meeting by calling on you to vote.

Unknown Attendee

attendee
#72

Thank you very much. Distinguish shareholders, the next resolution for voting is to relect Mrs. Amaka Onwughalu as a Non-Executive Director. Kindly do the 5075sty8-ash and follow the prompt once the poll is open. We have 90 seconds to cast your vote. Please open the poll. The poll is open, kindly cast your vote. [Voting]

Unknown Executive

executive
#73

60 seconds left. 50 seconds left. At the close of the poll, which is to reelect Mrs. Amaka Onwughalu as a Non-Executive Director, we have 666 shareholders who have voted in favor of the resolution and who have participated through virtual roots cast and proxy votes that were received and recorded. This amounts to a total of 26,224,383,924 units of votes while 6 shareholders have voted against resolution through proxy participation. And this amounts to 224,515,591 unit of shares.

Unknown Executive

executive
#74

Thank you very much. Thank you, Madam. I hereby declare the resolution carat. Haven't been duly reelected. I congratulate our Chairman, Mrs. Amaka Onwughalu on her reelection and yield the Chair to her to continue the meeting.

Amaka Onwughalu

executive
#75

Thank you, team shareholders. I thank you, Mac engineered every I also wish to express my sincere appreciation to our shareholders for the confidence we posed on me. We will now proceed to the next item, which is for shareholders to note that Chief, Non-Executive Director or retire by rotation at the end of this 38th Annual General meeting. I will not seek election. Please note that no vote is required on this agenda. On behalf of the Board, I would like to use this medium to express our sincere appreciation, the Chief Nelson for his service and contributions to the growth and development of the bank, while wishing him the very best in his future endeavors. Thank you, Chief Nelson. In accordance with Section 4012 of the company's allied Matters Act 2020, external auditors Deloitte and Touche have indicated their willingness to continue in office as the banks extend our auditors. The next item is to authorize the directors to fix the remuneration of the external auditors. I hereby propose the resolution for shareholders to authorize the directors to fix the remuneration of the external auditors for 2026 financial year. Will a shareholder, please set on this resolution?

Unknown Attendee

attendee
#76

I second.

Amaka Onwughalu

executive
#77

Okay. Noted. Thank you. I will now put the resolution to the meeting by calling on you to vote.

Unknown Attendee

attendee
#78

Thank you very much, Madam Chair, Distinguish shareholders, the next resolution for voting is to authorize the directors to fix the remuneration of the auditors. Please do the 5075th and follow the prompt once the poll is open. We have 90 seconds to cast your votes. Please open the poll. The poll is open. Kindly cast your vote. [Voting]

Unknown Attendee

attendee
#79

At the close of the poll, which is to authorize the directors to fix the remuneration of the auditors, we have 671 shareholders who have voted in favor of the resolution, and we have participated virtually and through proxy votes received and recorded. This represents 26,459,317,897 units of shares. There are no disseminates. Thank you very much, Madam Chair.

Amaka Onwughalu

executive
#80

Thank you. I hereby declare the resolution coverage. The next item is to disclose the remuneration of the managers of the company. In accordance with Section 238 and 257 of the company's an allied matters act 2020, the ordinary business for Anna meetings should include an item on disclosure of the remuneration of the managers of the company. Okay. Premise on the foregoing shareholders, I hereby inform that the remuneration of the managers of the company is disclosed in Note 40 of the annual reports. Please note that no voting is required on this agenda item. We will now proceed to the next item. The next item is the election of members to the statutory Audit Committee. Please note that the 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 4043 of the company's an allied matters act 2020. The Board's representative on the statutory Audit Committee are Alaia, Mohamed. 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 meeting. The CBN in his guidelines for commercial, merchant noninterest and payments of with banks in Nigeria stipulates that the members of the statutory committee should be notable in internal control processes, accounting and financial methods. The audit regulation provide -- further provided the members of the Statutory Audit Committee should be registered with the Financial Reporting Council. Over 20 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 the documentation gaps leaving only 3 valid nominations. The 3 valid nominees are Chief Frank, Mr. Innoson More, Taber. Please note Section 2493 of the company's and allied matters act 2020. provides that there shall be no right to demand the poll on the election of members of the statutory audit committee. Given the 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, Mr. Innoson More, Taber shall join the Board's representatives. Aladilahi Mohamed and Ms. Obi come to constitute the statutory audit committee for 2026 financial year. The provisions of Section 4 of the company is on Allied matters at 2020, I hereby call a shareholder to move the resolution for the election of Chief Frank, Mr. Inese More, Taber as the shareholders representatives on the statutory order with effect from October 9, 2026, until the next Annual General Meeting.

Unknown Attendee

attendee
#81

I second.

Amaka Onwughalu

executive
#82

Okay. Thank you, sir. So I hereby declare the resolution carried. Thank you. I hereby declare the resolution carried. Thank you, shareholders. Dear esteemed shareholders, having concluded the business for which this annual general meeting was convened, I now declare the 38th Annual General Meeting closed. Thank you for your attendance and participation. Please stay safe and as depart from your perspective locations. We thank you all. So at this stage, I'll call on to give us the closing prayers.

Unknown Executive

executive
#83

I pray god almighty to help my team, to help us to help our bank helping economy to help our shareholders, in this country, I got automate to intervene on it also to help us to continue developing this bank in terms of paying dividend and capital appreciation. I pray god almighty to continue giving us good health, long life and prosperity. [Foreign Language] Thank you very much.

Amaka Onwughalu

executive
#84

Thank you.

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