First HoldCo Plc ($FIRSTHOLDCO)

Good morning, everyone. The registers have confirmed to me that we have a quorum. Distinguished ladies and gentlemen, the time now is 10 a.m., and it is a great pleasure that I welcome you all to the 14th Annual General Meeting of our company. I wish to inform you that this Annual General Meeting is being held virtually further to the provisions of the Business Facilitation Miscellaneous Provisions Act, which amended the provisions of Section 240 subsection 2 of the Companies and Allied Matters Act 2020 to enable public companies to hold general meetings electronically, this AGM is being streamed live and recorded. Before the business of the day, will the shareholder please lead us in a short prayer. Bishop, [indiscernible].

Thank you sincerely for this wonderful morning. Yes, we are the members, shareholders of First Bank, the HoldCo. And I play the goal this meeting of today, you know about it. Chairman and the management and the Board have done so well. Therefore, I want you to stand by this meeting and make it a success that your name be glorified. I use the opportunity to pray for the Chairman, who is going to be at the end of affair, not leave me alone, do not leave me alone. Everybody that has to do with the meeting of today that will make it to be successful, do not leave them alone. I put the meeting into your care. It is the wheel of that will be done. The people away and the meeting will be successful that we have reason to glorify name. we thank you because you are here already. In name I have...

Thank you, Bishop. I will proceed to read out the meeting protocol. Shareholders should note that they will be muted for the duration of the meeting except where permission has been granted to speak. [Operator Instructions] I report that since the last AGM, the changes on the Board of your company are the voluntary retirement of the former Executive Director, Chief Financial Officer, Mister [indiscernible], effective August 15, 2025, and the resignation of a non-Executive Director, Dr. [indiscernible], effective May 7, 2026. We wish them the very best in their future endeavors. I confirm that the register of directors shareholding is available for inspection by shareholders in compliance with the provisions of Section 318 of Cam. Before moving to the formal aspect of the meeting, I would like to commence proceedings by introducing our directors and the Group Company Secretary. The directors of the company are, Dr. Alimi Abdul-Razaq, Dr. (Sir) Peter Aliogo, Mrs. Kofo Dosekun, Dr. Abiodun Fatade, Mr. [indiscernible], Mr. [indiscernible]. Of course, [indiscernible] will serve Mr. [indiscernible]We have with us representatives of the following regulators, the Central Bank of Nigeria, Nigerian Deposit Insurance Corporation, the Securities and Exchange Commission and the Nigerian Stock Exchange Limited. Also present are the registrars [indiscernible] The external auditor, Mr. KPMG Professional Services and the external consultants on the Board appraisal [indiscernible] Also with us at this meeting is the Chairman of the Statutory Audit Committee, Mrs. A FCA and other shareholder representative, Mr. Matadi and Mr. Christopher A. I will now call upon the Group Company Secretary to read the notice convening the meeting.

Thank you, Mr. Chair, and good morning to our distinguished shareholders. I will now read out the notice of the 14th Annual General Meeting for First HoldCo Plc, Notice of the 14th Annual General Meeting. Notice is hereby given that the 14th Annual General Meeting of members of First HoldCo Plc will be held virtually on Friday, 29th May 2026 at 10:00 a.m. prompt to transact the following businesses: Ordinary business: number one, to receive the company's audited financial statements for the financial year ended 31st December 2025, together with the reports of the directors, auditor, Board evaluation consultants and the Audit Committee thereon. Number two, to reelect directors; number three, to authorize the Board to fix the remuneration of the external auditor; number four, to disclose the remuneration of managers of the company; number five, to elect members of the Statutory Audit Committee, special business. Number six, to consider and if thought fit, pass the following special resolutions. 6a, that the company be and is hereby authorized to undertake a capital raise of up to [indiscernible] to achieve NGN 1 trillion paid-up capital, comprising share capital and share premium. The capital raise transaction shall be implemented by one or more transactions through the issuance of shares by way of a public offering, private placement, rights issue bonus issues, scrip dividend or other equity instrument in the Nigerian and international capital markets at prices to be determined by way of a book building process or any other valuation method or combination of methods in such tranches, series of proportions or such periods or dates coupon or interest rates within such maturity period and upon such other terms and conditions as may be determined by the Board of Directors, subject to obtaining the approvals of the relevant regulatory authorities. 6B, that the capital raise referred to in Resolution A above be underwritten on such terms as may be determined by the directors, subject to obtaining the approvals of the relevant regulatory authorities. 6C, that the share capital of the company be increased by such number of ordinary shares, which may be required upon determination of the terms of the capital raise and the directors be and hereby authorized to pass all necessary resolutions to effect such increase and to allot the new ordinary shares required in connection with the capital raise. 6D, that the directors and the group Company Secretary be and are hereby authorized to take requisite steps to reflect the changes in the share capital structure of the company at the Corporate Affairs Commission, including but not limited to effecting the necessary amendment to the company's memorandum of association and Articles of Association to reflect the updated company share capital pursuant to the foregoing resolutions. 6E, that the directors be and are hereby authorized to undertake all necessary actions to secure the listing and admission to trading of securities issued pursuant to the foregoing resolution on the official list of the Nigerian Exchange Limited and/or any other securities exchanges or markets. 6F, that the directors be and are hereby authorized to appoint such professional parties and advisers to perform all such acts and do such other things as may be necessary to give effect to the above resolutions, including, without limitation, executing necessary documents in connection with the capital raise, determining the final structure of the capital raise, interfacing and complying with the directives of any relevant regulatory authority. By order of the Board, Abiola Baruwa, Group Company Secretary. Thank you, Mr. Chairman.

Thank you, Group Company Secretary. I would like to call on the representative of the auditor, Mrs. [indiscernible] Professional Services to read the auditor's report, which has been circulated to shareholders together with the accounts for the year ended December 31, 2025.

Thank you, Mr. Chairman. Good morning, Mr. Chairman. members of Board of Directors, distinguished shareholders and representative of regulators here in this meeting. My name is [indiscernible], and I'll be presenting the independent auditor's report on behalf of KPMG. The independent auditor's report is on Page 137 through to Page 142 of the annual report. I would like to approach the shareholders to the Chairman to allow me to read the opinion section on Page 137 and reports on other legal and regulatory requirements on Page 142. If I have your permission, I'll proceed on that basis. Thank you. To the shareholders of First Holdco plc, reports on the audit of the consolidated and separate financial statements. opinion. We have audited the consolidated and separate financial statements of First Holdco plc, the company and its subsidiaries together the group, which comprise the consolidated and separate statement of financial position as at 31 December 2025, the consolidated and separate statement of profit or loss, the consolidated and separate statement of profit or loss, the consolidated and separate statement of other comprehensive income, the consolidated and separate statement of changes in equity, the consolidated and separate statement of cash flows for the year then ended, and the notes to the consolidated and separate financial statements comprising material accounting policies and other explanatory information. In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of the company and its subsidiary as at 31 December 2025 and of its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS accounting standards as issued by the International Accounting Standard Board and in the manner required by the Companies and Allied Matters Act 2020, the Financial Reporting Council of Nigeria Act 2011 as amended and the Bank's and Other Financial Institution Act 2020 and relevant Central Bank of Nigeria guidelines and circulars. Page 142. Reports on other legal and regulatory requirements, compliance with the requirements of Schedule 5 of CAMA 2020. One, we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. Two, in our opinion, proper books of accounts have been kept by the company so far as appears from our examination of those books. Three, the company's statement of financial position and statement of profit or loss and other comprehensive income are in agreement with the books of accounts. Compliance with Section 26 of Section 3 of BofA 2020 and Central Banks of Nigeria Circular BSD/1/2004. One, the group paid penalties amounting to NGN 344 million in respect of contravention of CBN guidelines circulars and regulations during the year ended 31 December 2025 as disclosed in Note 47 to the consolidated and separate financial statements. Two, related party transactions and balances are disclosed in Note 45 to the consolidated and separate financial statements in compliance with the Central Bank of Nigeria circular BSD/1/2004. Compliance with FRC guidance on assurance and gigment reports on internal control over financial reporting. In accordance with the requirements of Financial Reporting Council of Nigeria, we performed a limited assurance engagement and reported on management's assessment of the group's internal control over financial reporting as of 31 December 2025. The work performed was done in accordance with ISE 3000 revised, which is the circular on assurance engagement other than audits or reviews of historical financial information and the FRC guidance on assurance engagement report on internal control over financial reporting. We have issued an unmodified conclusion in our reports dated 6 May 2026. That report is included in the annual reports. My name is [indiscernible]. I sign on behalf of KPMG Dist May 2026, LGO Nigeria. Thank you, Mr. Chairman.

Thank you very much, Mr. [indiscernible]. I also call on the Chairman of the Statutory Audit Committee, Mrs. [indiscernible] to read the committee's report already circulated. It is on Page 131 of the annual report and accounts circulated to shareholders.

Thank you very much, Chairman. Good morning, Mr. Chairman and Board members. Good morning, fellow shareholders. It is my pleasure to present this report of the Statutory Audit Committee of our company at this AGM. The report is on Page 131 of the annual report and accounts 2025. and I read. To the members of First Holdco plc, in accordance with the provision of Section 404 of the Company and Allied Matters Act 2020, members of the Statutory Audit Committee of First Holdco plc hereby report on the consolidated and separate financial statements of the year ended 31st December 2025 as follows: one, the scope and planning of the audit were adequate in our opinion; two, the accounting and reporting policies of the company conform to statutory requirements and agreed ethical practice. Three, the committee reviewed the adequacy and effectiveness of the company's system of internal control and is satisfied that the system is being monitored and effectively applied during the year under review. Four, the external auditor's management report received satisfactory response from management. Five, the committee reviewed the audit report on insider related party transactions and is satisfied and their -- with their status as required by the Central Bank of Nigeria, CBN, dated 9th March 2026. signed on behalf of the committee members by myself, Howard Umer, Chairman of the Committee. Other shareholders of the committee are [indiscernible] Non-Executive Director. Thank you very much.

Thank you, Mrs. [indiscernible]. Lastly, I call on the representatives of Mrs. Deloitte & Touche to present the Board appraisal and corporate governance reports for the 2025 financial year. The report is on Page 90 of the annual report on accounts circulated to shareholders.

Thank you, Mr. Chairman, and good morning, Chairman, Directors and distinguished shareholders. My name is [indiscernible], and I'll be reading the report of the independent consultants on the annual Board evaluation and corporate governance review of First HoldCo Plc. First HoldCo Plc engaged Deloitte & Touche to carry out an independent assessment of the Board and corporate governance framework for the year ended 31st December 2025. The scope of the review included an assessment of the structure, mandate and performance of the Board, Board committees and management as it relates to the overall strategic direction of the company, stakeholder engagement, disclosures and transparency. The review was performed in compliance with the Nigerian Code of Corporate Governance 2018, Securities and Exchange Corporate Governance Guideline 2020 and the Central Bank Corporate Governance Guidelines for the financial holding company, CBNCG guidelines for Financial Holding Company 2023. Our approach involved a review of relevant governance documents, policies and procedures. The report of our evaluation was premised on information regathered from our review of relevant governance document, surveys completed by the directors and interviews with select members of the Board. The result of our evaluation has shown that the Board and the corporate governance framework and practices enforced OC complies with the provisions of the external code of corporate governance. We have also ascertained that the key board functionaries that the Board and Board Committee Chairperson and the Board committees met their responsibilities under the code and governance status enforced First HoldCo. The report further highlight details of our review activities and observations. It should be noted that matters raised in this report are only those that came to our attention during the review. As such, we do not express any opinion on the activities not reported. The report should be read in conjunction with the corporate governance section of the annual report, faithfully for Deloitte & Touche [indiscernible]. Thank you.

Thank you, Mrs. [indiscernible]. The next item to be read is the Chairman's statement on Page 26 of the annual report on accounts. In view of the need for this meeting, do I assume that this statement is taken as read?

Taken as read, Mr. Chairman.

Thank you very much. Thank you. In view of the virtual mode of this meeting, some shareholders have elected to participate by proxy. We will now invite the registers to provide the proxy reports.

Thank you, Mr. Chairman. We confirm that we received proxies on behalf of the shareholders. The results will be displayed shortly.

Kindly be informed that in exercise of the powers conferred on me by of Section 248 subsection 1A of, I hereby declare that a poll be taken on all resolutions for consideration at this meeting, except the resolution for the election of members of the Statutory Audit Committee, which shall be done by show of hands. Voting for the resolutions will be taken electronically. I now come to the first item on the agenda, which is to receive the audited financial statements of the company for the year ended December 31, 2025, and the reports of the directors, external auditor, external consultant on the Board Appraisal and Audit Committee thereon. The reports and accounts have been circulated to all shareholders in compliance with statutory requirements. I hereby move that the reports of the directors, external auditor, external consultant on the Board appraisal and Audit Committee together with the audited accounts for the financial year ended December 31, 2025, now submitted to this meeting be and hereby received. shareholder please second the motion?

My name is [indiscernible]. I second the motion, Mr. Chairman.

Thank you very much, Mr. [indiscernible]. Thank you.

I now call for comments from shareholders. Please indicate your intention to ask questions or comment by clicking the icon on the online platform.

Mr. Chairman, my name is Dr. [indiscernible]. Chairman of management staff. Mr. Chairman, we are here today to say that very pleased with your leadership of the Board by coming so many things have happened to Bank everybody now knows that we must commend you for executing a highly successful corporate turnaround. The core areas of the performance of the Board under your leadership are as follows. The first one, Mr. Chairman is what I will call Kitchinking strategy, calculated cleanup implementing a massive NGN 826.3 billion impairment charge in the full year account of 2025. Mr. Chairman, it has never happened. Our bank was always performing below the other banks because of the nonperforming loan we Mr. Chairman, we are coming to this Board has also strengthened our balance sheet. This cleansing allows the bank to fully capture the high-yield lending circle in 2026. Mr. Ota is a household name. And we will say that Mr. Chairman, again, we are coming to this Board has given us a massive profitability and industry leadership. We have seen Mr. Chairman, under your guidance, First Bank Holdco has a PBT that rocketed by 72.2% year-on-year to NGN 321 billion, up from NGN 86.4 billion, Mr. Chairman. Mr. Chairman also, we have gotten a top-tier ranking. This performance established the Chairman...

I hope you can...

Chairman, our performance established in as the second largest lender by absolute profit in Nigeria, outperforming major competitors, including Bank, Mr. Chairman. Then the return on equity, Mr. Chairman, we have 31.6% return on equity, up from only 4.6%. And I think Mr. Chairman, again, we should commend you for this. And Mr. Chairman, you directly invested -- you bought 549.5 million shares of the bank, giving us the encouragement and showing our commitment to show us that you are investing your money because you believe in the industry and we believe that this bank is going to make a lot of headway. Mr. Chairman, you did not borrow this money. You put your money, and we are very happy with your investment, and it has encouraged the brokers to even move our share price to up to NGN 79. Mr. Chairman, we have also seen the aggressive institutional asset recovery. Mr. Chairman, we have recovered over 1,570%, which we have -- this is an increase in our recoveries, and we commend you for that. If there are other shareholders who would like to speak, Mr. Chairman, I would also want to commend you on the cost-to-income ratio, which now has dropped from 53.8% to 45.2%, and this is very commendable. Mr. Chairman, our Company Secretary, the day he was appointed, he started contacting us. He's very proactive Mr. Chairman, and we are happy with the appointment. On a final note, Mr. Chairman, if we are to compare your first quarter performance with that of Deniz Bank, this shows us that now today, First HoldCo is the second largest and most profitable bank. Mr. Chairman, our PBT came to -- let's take the gross earnings of NGN 942 billion against we have NGN 321 billion against QAR 360 billion of DenizBank. And Chairman net interest income, we have -- the margin is 13.4%, which means that you can see that if you compare us with GT, UB and other banks, First Bank Holdco is now the second largest bank in Nigeria. Thank you, Mr. Chairman.

Thank you, Dr. Next.

Thank you, Mr. Chairman. Thank you, Mr. Chairman. My name is [indiscernible]. Thank you. Thank you very much, Mr. Chairman, for the opportunity for the opportunity given to me to speak at today's meeting. I associate myself with the first speaker and congratulating our company for a good performance for financial year 2025. With your permission, Mr. Chairman, I would like to start my comments by commenting hello, can you hear me, Mr. Chairman?

Yes, please go ahead.

Okay. Thank you, sir. By commenting the growth in our company gross earnings on Page 42. Our gross earnings grew by 6.4% to NGN 3.43 trillion from NGN 3.21 trillion in 2024. I also comment the growth in our interest income from NGN 2.39 trillion to NGN 2.99 trillion, representing a growth of approximately 24.9%. This is driven by proactive asset pricing and improved yield. This is good, but I believe I see room for improvement going forward for our company. Having said that, sir, I want to ask that my first question I want to ask that given the high interest rate environment, what measures are being implemented to maintain asset quality and keep nonperforming loans at acceptable levels? My second question is beyond interest income, what steps is the FBN OCO as a group taking to diversify earnings and nonfunded income streams? On a final note, Mr. Chairman, I want to really commend the office of the Group Company Secretary and our team and our registrar, registrar for sending notice and links to all shareholders. Today's meeting, this is the first time I'm seeing this in virtual meeting. We are having over 800 shareholders participants, what I can see on my screen now, 831 joined this meeting. This is highly [indiscernible]. So I really commend the [indiscernible] for this. Thank you very much, Mr. Chairman, for the opportunity given to me.

Thank you, Mrs. [indiscernible].

Good morning, Mr. Chairman. Can I go ahead, Mr. Chairman?

Yes. Name please.

My name is [indiscernible]. Chairman, I really want to sincerely want to thank you for this meeting and also to thank you for the great work you have done in First Bank. I sat on the Audit Committee of First Bank several years ago, and I know what it is. You have turned the bank around. You have done very, very well. Farooq was talking about your investment. That shows commitment. And then, of course, one of the things which you did, which I'm so happy about is your top management. The top managers are skilled, they are professionals. I think this is what the bank was lacking before you came in. You see somebody like the GMD, the MD of the bank. And then, of course, somebody was talking about the lady, the group Company Secretary, fantastic woman. You see Chairman, I must tell you, when Borondo was going, some of us that are close to this bank, I was feeling him. I was feeling it. I say how can this bank get a reasonable company secretary. Well, here we are, better than Borondo. This lady is somebody who must keep Group Company Secretary. is somebody who must keep by all means. I am saying because as a man of God, I see beyond, I see more than somebody ordinarily can see. This woman is somebody will keep. -- is very, Oh my God. Look at the name. The name too is so fine, very humble. He knows what he's doing. And then, of course, I try to look at your attendance at the meetings. How many pages from Pages 75 to Pages 81. Look at the attendance, 100%. And then I also saw your awards, very many. I couldn't count it. So you have done so very well. You have done wonderfully well. And I was telling some of my members in -- those who have not got account in First Bank. I told them they should quickly run now. They should run to First Bank, stop all those small banks, go to First Bank and open accounts for the future is so bright. It's so bright. Imagine how many like Farooq said, NGN 3.4 trillion, right, the total revenue which we got, which is fantastic. I was asking myself and our secretary. I see how did this do it. Then, of course, somebody was telling me that you -- and I must mention this, I want the whole country to hear it. So that it will be a team that other, other Chairman will buy. And what is it? We hear that even your diesel, the diesel you use in your house, you don't ask the bank to pay. What a wonderful man is. You go to [indiscernible]. you go to all the places for the sake of the bank and all the tickets are paid by you from your pocket. You can see how wonderful. So what I have for you, Chairman, take it from me is players. What we all have for you in this country is prayers. Government to support you. Shareholders, of course, we are supporting you, and it's a wonderful team. Now the question I want to ask Mr. Chairman, when are we going to toll house? When are we hoping to go to. And then, of course, the second one, which is for every investment. Are we hoping that by next year, we're going to get dividend? And then, of course, to thank you and thank all the GMD, the FD, when I saw them talk, oh my god, it show experience, they show commitment, very nice young man you brought in. So may be with you, to stand by you so that this good job we are doing for this country, you will benefit, shareholders will benefit. The country also will benefit it. Thank you very much, Mr. Chair.

Thank you very much I just clarify something you mentioned about turning around the bank. The credit does not go to me, it goes to the Board and the management of the bank. It really cannot make a forest. So we have to thank the Board for their support and of course, the management. Thank you. Next speaker.

My name is [indiscernible]. First, I want to really back to the of our annual report. [indiscernible]. And when I look at the [indiscernible], Chairman, I can see that when we are talking of, it describes someone who is completely set on go and not only that somebody that is unwilling to let anything. With this particular message, I know that you have a mission, Mr. Chairman and you have a purpose of being the Chairman of. And I want to tell all our shareholders that this time is a time period for us as a company. In the book of Chapter 1, I would say that there is time for everything, time and time to read. We are showing now and I'm that is not the best time for us to sell our shares because come in a few years' time, we are going to see where will be. So please all shareholders, I want to us that this is our sowing period and the time is coming that will be lapping. So I want to ask the Chairman now that please, can you let us know the reason why dividend is not paid this year despite the fact that we have a fantastic report, yet dividend is not paid. I want you to tell us that this is the reason why dividend is not paid to us as shareholders. Dividend is not paid yet when you look at our price appreciation by the time we did our last right, it was NGN 25 today, is about NGN -- so we are creating value for our investment. Even though we are not getting dividend that we are getting value for our investment, which is very important to us. But as shareholders, we have the culture of getting dividend. So Mr. Chairman, please let us know the reason why dividend is not paid to us this year. And also Mr. Chairman, I want to ask that what are we doing on cybersecurity trades that we have in financial institutions. What measure are we putting in place to make sure that we protect customers and we protect our data and protect us as investors. Please let us know what the bank. What the company is putting in place. And also Mr. Chairman, what measure the management is taking to control our operating expenses despite revenue growth what measures are we taking to control our operating expenses and also to reduce our impairment charges in the next quarter. And when you look at the results that we declared in this first quarter, I can see that our loan recovery, we generated from NGN in first quarter 2025 to NGN 19 billion in this quarter. This is very super Mr. Chairman, continue to drive this recovery, and I know that we get there. And finally, Mr. Chairman, I wanted to tell us that what assurance do we have in sustaining the so that we maintain this trajectory I know that we get there. And that will continue to strengthen continue share the benefit of our investments coming to your company, I want to associate myself with all said about your company secretary. I pray that will give more grace to be in the gap between the company and the shareholders. And at the end, we will all for having invest. On this note, Mr. Chairman. Thank you very much.

Thank you very muc.

Thank you, Mr. Chair. Mr. Chairman, good morning once again. [indiscernible]. At any company you are chairing sir. I want to commend our Chairman, Mr. for his forthrightness in confronting the challenges at First O, which resulted into the balance sheet restructuring of NGN 826 billion legacy exposure. This in short run, significantly affect the profitability and the declaration of dividend and raised impairment charge to NGN 745 billion. It reflects a broader institutional decision to prioritize transparency and for a long-term structural stability. It is our expectation that those legacy debt will be pursued rigorously. I want to commend our GMD, [indiscernible] and the bank MD, Mr. Alevu, both of whom have remained resolute in changing the economic landscape of the bank, delivering on returns to shareholders and embarking on debt recovery. This was seen in the NGN 19 billion clawback of delinquent loan in Q1 2026. I want to comment the improvement in our gross spending by 6.9% to NGN 3.4 trillion and growth in our total assets to NGN 27.3 trillion, driven by increase in our loans and advances to NGN 8.9 trillion, while customer deposits closes at NGN 18 trillion. I will not forget to commend our Company Secretary and Investor Relations for well-organized AGM and an efficient response to shareholders' inquiry. My question to you, sir, this morning is, one, how do you hope to improve governance through the tightening of internal control, strengthening of institutional oversight and enforcing strict risk management framework. Also on Page 51, how do you hope to advance digital innovations in Nigeria, evolving financial landscape? It is my expectation that shareholders will be very willing to take off their rights once the resolution for the approval of share capital will increase because First Bank is a place to be. Being with you, Mr. [indiscernible] is been with success.. Thank you and God bless.

Thank you very much, Mr. [indiscernible]. Before we put the motion to vote, I would like to call on the Group Managing Director to respond to some of the issues raised by the shareholders.

Thank you, shareholders, for the comments and questions raised. Thank you, Lai Farooq, for the commendation for improved business performance. We appreciate your support and your kind words. I can assure you that we'll continue to build on this strong performance. Thank you, Mrs. Bakare, for your commendation, well appreciated. You raised the question on how we'll continue to do business in a high interest rate environment. We, if you realize over the last 10 years, have instituted very rigorous conservative risk acceptance assessment within our bank subsidiary. Indeed, the NPLs over the last 10 years has been less than 1%, way below the 5% threshold by the Central Bank. We have a rigorous approach to assessing our credit, the target markets we operate in, and we'll continue to sustain that. You spoke about diversifying our earnings. Thank you for that comment. It's a financial supermarket we run at First Holdco. Aside from our banking subsidiary, we have interest in asset management, securities brokerage, insurance brokerage and trusted business. And also even within the bank, we have strong noninterest income lines. We'll continue to build on that. And as you can see from our Q1 numbers, the numbers are tracking in the right direction. We've also given advisory to the market that we're looking at encroaching in other areas to further broaden our income base within this group. Thank you, Bishop, for your kind words. We really appreciate that. And thank you for being a marketing officer for the bank. We appreciate that, and we look forward to serving your charge members when they open accounts with us. We appreciate. You asked the question on when we are going to Ecoattlantic. Sometime last year, we broke ground and working on costs to ensure we do it. And one of the reasons why we're coming to us for additional capital and to also ramp up our profitability within our operating subsidiaries is to give us the firepower to execute on the project. We, too, are eager to make that transition to Ecoattlantic. In terms of dividend expectations, you can build those expectations on our Q1 numbers, which are strong, and we hope to sustain those numbers. And we believe that dividend payments will resume at the end of this financial year. Thank you, Mr. Kindoruro, for your comments. We are resolute and resolute is very key for us in all the various areas of our business and growing our business, we're resolute. In recovering our impairments, we are resolute. In terms of attracting high power -- high-quality manpower to our businesses, we remain resolute. And in terms of honoring our commitments to our shareholders, which includes share price appreciation due to good performance, dividend payments, we are resolute. Thank you for your comments. You made mention that why are we not paying -- you asked about why we are not paying dividends this financial year. Indeed, we have proposed to pay a dividend of NGN 1. However, the Central Bank, our key regulator was of the view, rightly so that all our operating entities need to be adequately capitalized. And that's one of the reasons that we are approaching you today to increase our share capital to NGN 1 trillion, such that all our operating subsidiaries will be well capitalized and then we'll resume dividend payments on the back of the improved earnings that we are already showing. You spoke about cybersecurity threats. It is real, not just in Nigeria, but in the global space. I'd like to assure you that we take this very seriously. Indeed, very recently, the CISO, that's the Chief Information Security Officer, was one of 50 people choosing to a privileged status in the cybersecurity space globally. We have the best and capable hands in the system, watching this space for us. We are making the requisite investments to keep our business safe. business confidence is key for us. And I dare say that over the last 12 months, we have not had any adverse incident happened from a cybersecurity perspective. But we are not resting on our ears because we know the perpetrators of these threats are also not resting. You spoke about measures to control OpEx. You would see that our cost-to-income ratio improved from 53% or 54% in 2025 to 45%. This speaks to the direction that we are going. Very important to also know that as a financial institution, some costs we have to incur. Regulatory costs, for instance, in 2025 was about NGN 180 billion. That's significant. but we'll continue to manage the ones that are within our control. And as you can see from our Q1 numbers, we are doing the right things, and we will sustain it. You passed a comment on recovery, superlative comment, we appreciate that, but I would like to assure you that more is in the pipeline. As you can see, we are taking the battle to our recast return borrowers to ensure that we get the monies that have been provisioned or written off. So we look forward to an increase in recoveries even in this financial year. Thank you for the commendation for our various colleagues and the Group Company Secretary. Thank you, [indiscernible], thank you for your commendation to the Group Chairman. We appreciate the great work he's doing here. Thank you, Mr. Chairman. And thank you for commending myself and the bank CEO. We are and will continue to do more. You wanted to ask about how we're improving governance. You will notice that in the course of the last 12 months, we have strengthened the Boards of our various subsidiaries, bringing in tested hands to ensure that we improve governance. This is significant for us. You made mention about digital innovation. I would like to report to you that your company, when you look at all the deposit money banks in this country, we control 21%. So 1 out of every 5 transactions done by deposit money bank in this country is done by First Bank. This is because of the investments we make into that space and the innovation we bring time and time again. I would like to say that -- you should watch this space. There are a number of initiatives that we are pursuing that will see or strengthen our leadership in the digital payments space. I think I have covered all the comments. Thank you, Chairman.

Thank you very much, GMD. As there are no further questions or comments, I will now put the motion to the meeting. The voting will be done electronically. The results will be projected on the screen for shareholders and those viewing online to see. I now invite the registrar to explain the e-voting procedure and how it works.

Thank you, Mr. Chairman. For this meeting, I confirm that shareholders have preregistered and also signified how they want to vote. In addition, we also received proxies from shareholders who have also indicated how they want to vote and all these votes have already been captured. When the resolution is called out, shareholders will be required to vote and the total results of these votes by resolution will be displayed on the screen. Thank you.

It is time to vote on the resolution. You have 30 seconds to vote. Please vote now. [Voting]

Voting is over. Registrars, please announce the voting results.

Thank you. The results for the first the first resolution shows the total number of shareholders who have voted plus proxies is 8,942, 99% have voted for and less than 1% against.

Thank you. Following the results of the voting as announced by the registrar, I hereby declare that the resolution to receive the reports of the directors, external auditor, external consultant on the Board Appraisal and Audit Committee, together with the audited accounts for the financial year ended December 31, 2025, now submitted to this meeting has been duly carried. The second item on the agenda is the reelection of directors. Since I'm standing for the next election, I would like to vote -- I would like to invite Dr. [indiscernible], an Independent Non-Exec Director to preside over this resolution.

Thank you, Mr. Chairman. I have a call on the shareholder to move as follows: that Mr. [indiscernible] be reelected as a Non-Executive Director.

Mr. Chairman, my name is Dr. [indiscernible]. I second the motion.

I move the motion. Will a shareholder please second the motion?

Mr. Chairman, I second the motion.

I support that motion.

Thank you very much. Thank you very much, Bishop. You now have 30 seconds to vote. Please vote now. [Voting]

Registrars, please announce the results of the voting.

Thank you. The results to reelect the directors are as follows: 1,803 shareholders have voted for, representing 99.9% of shareholders present and against just 20 representing less than 1%.

Thank you. Following the results of voting announced by the registrar, I hereby declare the resolution to reelect Mr. [indiscernible] as a NonExecutive Director carried. I therefore would like to hand over the proceedings back to the Chairman.

Thank you, Dr. Alirzak. We shall now proceed to the next resolution. The next resolution is for the reelection of Dr. Aberatade. I hereby move that Dr. Aberatade, who is retiring by rotation and has offered himself for reelection, be and is hereby elected as a Nonexecutive Director. Will the shareholder please second the motion?

Mr. Chairman, I hereby second the motion. My name is [indiscernible].

Thank you very much. You have tough seconds to vote. Please vote now. [Voting]

Registrars, please announce the results of the voting.

The result of resolution to reelect Dr. as a Nonexecutive Director is as follows: Total number of shareholders who have voted 1,809 voted for, representing 99.9% and 19 against representing less than 1%. Thank you, Mr. Chair.

Thank you. Following the results of voting as announced by the registrar, I hereby declare the resolution to reelect Dr. Fade as a Nonexecutive Director carried. We shall now proceed to the third item on the agenda, which is the resolution to authorize directors to determine the remuneration of the external auditor. Section 401 subsection 2 of Kamma provides that at any Annual General Meeting, the retiring auditor, however appointed, shall be appointed without any resolution being passed. Further to this provision, the company's external auditor of M KPMG Professional Services being the retiring external auditor is hereby reappointed without a resolution. Section 48 subsection 1b of Kama requires the remuneration of Mess KPMG Professional Services to be fixed by the company at the general meeting or in such a manner as the company may determine in the general meeting. I hereby move that the remuneration of the company's external auditor, KPMG Professional Services be fixed by the directors in respect of the period ending at the completion of the next Annual General Meeting. Will a shareholder please second the motion?

Right to second the motion.

Thank you very much, Mr. Moses. You have 30 seconds to vote. Please vote now. [Voting]

Thank you, Mr. Chairman. To authorize the Board to fix the remuneration of the external auditors, the results of the voting is as follows: 8,829 shareholders voted for, representing 99.9% of the votes and 7 voted against, representing less than 1%.

Thank you, [indiscernible]. Following the announcement of the results of voting by the registrar, I hereby declare that the resolution authorizing directors to fix the remuneration of directors is hereby carried. Section 238 of CAMA provides that at this meeting, the disclosure of remuneration of managers of the company has be done. Accordingly, the remuneration of managers is disclosed on Page 305 of the annual report. This is for the information of the shareholders. The fifth item on the agenda is the election of members of the Statutory Audit Committee. The directors nominated to represent the Board on the Statutory Audit Committee are Dr. So Dr. [indiscernible]. We received 13 valid nominations from shareholders following which 10 have withdrawn 3 valid nominations. The 3 nominees are Mr. Mathieu Akadi, FCA; Mr. Christopher Oba, FCCA;r.ar. In view of the fact that there are 3 valid and opposed nominations to fill the vacancies of the portion of shareholders on the Statutory Audit Committee, I hereby move that they have been validly elected as members of the Statutory Audit Committee. The following are to constitute membership of the committee Directors, Dr. Sapitago, Dr.durazak, Shareholders, Mr. Madi, FCA; Mr. Christopher, FCA; Mr. Omar. Will a shareholder please second the motion?

Chairman, I second that motion.

Thank you very much, [indiscernible]. The sixth item on the agenda is a special business in respect of the proposed capital raise transaction. As a background to these resolutions, the end of the regulatory forbearance regime triggered an industry-wide reassessment in certain exposures and a more conservative provisioning approach across the banking sector. For First Holdco, these actions were necessary and prudent, aligning with regulatory expectations while strengthening the quality of the balance sheet, albeit with a short-term impact on earnings. Against this backdrop, the capital has been undertaken to reinforce the bank's capital base, support future growth, maintain regulatory compliance and preserve the financial strength required to deliver sustainable long-term value for shareholders. I hereby move the following motions. Six, subsection A, that the company be authorized to undertake a capital raise of up to NGN 253 billion [indiscernible] to achieve NGN 1 trillion capital comprising share capital and share premium. The capital raise transaction shall be implemented by one or more transactions through the issuance of shares by way of public offering, private placement, rights issue, bonus issue, scrip dividend or equity instruments in the Niga International capital market at prices to be determined by way of book building process or any other valuation method or combination of methods in such tranches, series of proportions and such periods or dates interest within such maturity period and upon such other terms and conditions as may be determined by the Board of Directors, subject to obtaining the approvals of the relevant regulatory authorities. 6B that the capital raise referred to in the resolution A above may be underwritten on such terms as may be determined by the directors subject to obtaining the approvals of the relevant regulatory authorities. 6C, that the share capital of the company be increased by such manner of ordinary shares, which may be required upon determination of the terms of the capital raise and the directors be and hereby authorized to pass all necessary resolutions to effect such increase and to allot the new ordinary shares required in connection with the capital raise. 6D, that the directors and the group Company Secretary be authorized to take requisite steps to reflect the changes in the share capital structure of the company and the Corporate Affairs Commission, including but not limited to effecting the necessary amendment to the company's memorandum of association and articles of Association to reflect the updated company share capital pursuant to the foregoing resolutions. 6E that the directors be authorized to undertake all necessary actions to secure the listing and admission to trading of securities issued pursuant to the foregoing resolution on the official list of the Nanjan Exchange Limited and/or any other securities exchanges or markets. that the directors be authorized to appoint such professional parties and advisers and to perform all such acts and do all such things as may be necessary to give effect to the above resolutions, including without limitation, executing necessary documents in connection with the capital raise determining the final structure of the capital raise, interfacing and complying with the directors of any relevant regulatory authority. shareholder second the motion?

Mr. Chairman, I second the motion.

Thank you. Please vote [Voting]

The results of the special resolution votes total number of shareholders and proxies, 1,841 voted for and just shareholder voted against. Thank you, Mr. Chairman.

Thank you. Following the announcement of the results of voting by registrar, I hereby declare resolutions 8 to 6 have duly carried. Ladies and gentlemen, as there is no other business on the agenda, thank you all for attending and take part in the affairs of the company. I hereby declare the 14th Annual General Meeting of the company closed. I will now call on a shareholder to please lead us in a closing.

Mr. Chairman, my name is [indiscernible]. I all to help us to help our leaders, the insecurity we are facing in this country, I to intent on it. I pray God Willie will come and continue smiling for dividend and capital appreciation. Mr. Chairman, we thank good for having you anywhere you are from oil to Pestbank. We have made a lot of us that we got capital appreciation through your leadership. [Foreign Language]. Thank you very much.