Guaranty Trust Holding Company Plc (GTCO) Earnings Call Transcript & Summary

Good morning, everybody. I'd like to invite [ Chief Timothy ] to kindly say the opening prayer.

Thank you for bringing us together to deliberate on our investment Guaranty Trust Holding Company plc. We especially thank you for the leadership role you are putting this company to achieve. We thank you for the life of our Chairman, and the company Managing Director. We thank you for all the members of the Board and all the stakeholders. We thank you for all the staff and everybody contributing to the progress of this fund. Further accept our praise in Jesus name. We also thank you for the kind of results this company is achieving. We thank you for putting us in the leadership position and we pray that will continue to stand with you, stand by us and other leaders arise in Jesus name. I pray that the spirit of the lord will continue to guide and all our directors, the Chairman Mr. Oyinlola, Mr. Agbaje and all the people contributing to the progress of this -- our company of Guaranty Trust Holding Company and everything that is scheduled shall be pledged and guided by the holy spirit. This underwritings we ask for in the name of our Lord Jesus Christ. Amen.

May I ask that we pray for [indiscernible] because he has been snatched away by poor hands of death. Let's observe 1 minute silence for him to live the utmost that Lord God may grant him eternal rest. One minute silence please.

Thank you, sir. Hear all our prayers. Again, I want to welcome you to this Annual General Meeting, our esteemed shareholders, proxies, representatives of the regulatory authorities, the Central Bank of Nigeria, the Securities and Exchange Commission, the Nigerian Exchange Limited, the Nigerian Deposit Insurance Corporation, the Corporate Affairs Commission, our auditors, Ernst & Young, our external consultant, Deloitte & Touche, observers, gentlemen of the press, ladies and gentlemen, it is great pleasure to you a very warm welcome to this fourth Annual General Meeting of our company Guaranty Trust Holding Company. To get started, I want to draw your attention to the register of shareholders of the company, which is available for inspection. I would also want to draw your attention to the directors -- register of Directors shareholding, which is available for inspection in compliance with Section 301 subsection 8 of the Companies and Allied Matters Act 2020. I draw your attention to the registry of directors' attendance at meetings, which is available for your inspection pursuant to Section 284(2) of the Companies and Allied Matters Act 2020. In line with our usual tradition, I would like to commence the proceedings of this meeting by introducing members of the Board as well as our officers, the representatives of the regulatory authorities and the advisers of our company. So I'll start by introducing the directors of the company. And we have Mr. Segun Agbaje, our Group CEO. Segun, you're welcome. Mr. Suleiman Barau, an Independent Non-Executive Director of the company; Mrs. Helen Bouygues, an Independent Non-Executive Director of our company; Mrs. Catherine Echeozo, a Non-Executive Director of our company; Mr. Adebanji Adeniyi, an Executive Director of our company; Mr. Erhi Obebeduo, the Company Secretary of our company. Moving to our regulators. We have representatives of the Central Bank of Nigeria, the Securities and Exchange Commission, the Corporate Affairs Commission, the Nigerian Exchange Limited and the Nigerian Deposit Insurance Corporation. I will now introduce our advisors. First, we have our auditors, Ernst & Young. We have our external consultants, Deloitte & Touche on the Annual Board Appraisal. Next is Mrs. [indiscernible] representing [indiscernible]. We have Mrs. Sandra Mbagwu-Fagbemi shareholders representative and Chairman of the Statutory Audit Committee of the company. And may I now introduce myself. My name is Hezekiah Sola Oyinlola, Chairman of the Board of Directors. May I, at this point, call upon the company Secretary to read the notice convening this meeting. Erhi?

Good morning, distinguished shareholders, notice of Annual General Meeting. Notice is hereby given that the Fourth Annual General Meeting of Guaranty Trust Holding Company plc will hold virtually via https/www.gtcoplc.com, Fourth Annual General Meeting on April 24, 2025, at 10:00 a.m. to transact the following business, ordinary business: one, to receive the audited financial statements for the year ended December 31, 2024, and the reports of the directors, auditors and Statutory Audit Committee thereof; two, to declare a dividend; three, to authorize directors to fix the remuneration of the auditors; four, to disclose the remuneration of managers of the company; five, to elect members of the Statutory Audit Committee, special business; six, that in compliance with the rule of the Nigerian Exchange Limited, governing transactions with related parties or interested persons, the company and its related entities are hereby granted a general mandate in respect of all recurring transactions entered into with a related party or interested person provided such transactions of revenue or trading nature or are necessary for the company's day-to-day operations. This mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the company is held; seven, that nonexecutive directors remuneration for the financial year ending December 31, 2025 and for succeeding years until reviewed by the company in its Annual General Meeting is hereby fixed at NGN 58 million annually for each director. Proxy. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his tab. A proxy need not be a member of the company. For the appointment to be valid, a completed proxy form must be deposited at the office of the registrar, Registrars Limited, 2C Phase 1 State, not less than 48 hours before the time fixed for the meeting. A blank proxy form attached to the annual report. The company will bear the cost of sampling of all its duly completed and signed proxy forms submitted within the stipulated by the order of the Board. Thank you.

Thank you very much, Mr. Secretary. I would like to draw your attention to Section 51A of the Articles of Association of our company, which states that no business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. And save as here and otherwise provided, a quorum for any general meeting of the company shall be formed when they are present in person or by proxy 100 members listed in the shareholders' register of the company. Information received from the registrar indicated that a total of 991 shareholders representing holders of 56.15% of the company's issued share capital were present at the commencement of this meeting, out of which 545 shareholders are present in person, while 446 shareholders are present by proxy. Based on the foregoing, a quorum has been formed and this meeting is duly convened and properly constituted. Further to the provisions of the Business Facilitation Act Section 240 of the [indiscernible] as amended, to enable public companies conduct the general meetings electronically, we have taken advantage of that provision for this meeting. Shareholders should note that all microphones have been muted throughout the duration of the meeting, except when permission has been granted to speak. You may request permission to ask questions during the Q&A session by clicking on the Raise Hand icon on your online platform. And please state your name once you have been called upon to speak. You can also type your questions in the Q&A window, which time the access on the Q&A icon. Thank you for these house rules. I now have the pleasure of presenting the annual financial statements and the directors' report of the company as well as the Chairman statement for the year ended December 31, 2024, copies of which have been previously submitted to shareholders and suggest that they be taken as read. So as said, I laid before you the directors' report and the annual accounts of the year ended December 31, 2024, in accordance with the Companies and Allied Matters Act and the company's articles of association. I will now invite auditors represented here by [indiscernible] Ernst & Young to read the report of the auditor, which I believe is presented on Pages 119 to 125 of the annual report. Mr. [indiscernible].

Good morning, Chairman. So I will be reading the independent auditor's report on the audit of the consolidated and separate financial statements, which is contained on Pages 119 to 125. I would also be reading the independent auditor's attestation report on management assessment of control over financial reporting, which is contained on Pages 117 to 118, but I will be reading pertinent sections, and I will consider other sections as read. Now the independent auditor attestation report on management assessment of internal control of financial reporting to the shareholders of Guaranty Trust Holding Company plc. Scope. We have been engaged by Guaranty Trust Holding Company plc, the company to perform assurance engagement based on international standards on assurance engagement audit and audit or reviews of historical financial information, IC3000 revised and Financial Reporting Council of Nigeria FRC guidance on assurance engagement report on internal control of financial reporting. Refer to the engagement to report on Guaranty Trust Holding Company plc's internal control over financial reporting, ICFR. Subject matter. Contained in Guaranty Trust Holding Company plc, the group's management assessment on internal control of financial reporting as of 31st December 2025 the report. I will then skip to the next page where I will draw our conclusion and consider other sections as read. In conclusion, attention to the internal control of financial reporting put in place by management is not adequate as of 31 December 2024 based on the requirement of committee of sponsoring organizations of the of framework and guidance or management report on internal control of financial reporting. Other matter. We have also audited in accordance with the international standards on auditing the consolidated and separate financial statements of Guaranty Trust Holding Company plc and its subsidiaries for the year ended 31 December 2024, and we expressed an unmodified opinion in our report dated 28th March 2025. Our conclusion is not modified in respect of this matter, signed by Anthony Oputa, 28th March 2025. I hereby move to the independent auditor's report to the shareholders of Guaranty Trust Holding plc report on the audit of consolidated and separate financial statements financial statements of Guaranty Trust Holding, the company and subsidiaries together the group, which comprise the consolidated and separate financial statements, which is the ... Opinion. The audited and consolidated and separate financial statement of the Guaranty Trust Holding Company plc, the company and subsidiaries together comprise a consolidated and separate statements for financial position as at, and the consolidated and separate income statements, the consolidated and separate statement of other comprehensive income, the consolidated and separate statements of changes in equity and consolidated and separate statements of cash flows for the year ended 31st December 2024 and notes to the consolidated and separate financial statements, including material accounting policy 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 group and the company as at 31st December 2024 and its consolidated and separate financial performance and consolidated and separate cash flows for the year ended 31st December 2024 in accordance with IFRS accounting standards as issued by the International Accounting Standards Board, the provisions of the Companies and Allied Matters Act 2020, the banks and other Financial Institutions Act for year 2020 and relevant circulars issued by the Central Bank of Nigeria CBN and in compliance with the Financial Reporting Council of Nigeria Amendment Act 2023. I would consider the opinion key audit matters section as read where we have impairment of loans and advances to customers and the implementation of new core banking application with the impact of financial reporting as read, other information section as read, the responsibilities of the directors for the consolidated and separate financial statements as read, auditors responsibilities for the audit of the consolidated and separate financial statements as read. And now to the report on the other legal and regulatory requirements, which is contained on Page 124. In accordance with the requirement of the fifth schedule of Companies and Allied Matters Act 2020 we confirm that 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. We confirm that in our opinion, proper books of account have been kept by the group and the company in so far as it appears from our examination of those books. We confirm that the consolidated and separate statements of financial position and the consolidated and separate income statement, consolidated and separate statements of other income are in agreement with the books of account and we confirm that in our opinion, the consolidated and separate financial statements have been prepared in accordance with the provisions of the Companies and Allied Matters Act 2023 to give a true and fair view of the state of affairs and financial performance of the company and its subsidiaries. In compliance with the banks and Other Financial Institutions Act 2020 and circular issued by the Central Bank of Nigeria, we confirm that transactions and balances are disclosed in Note 44 of the consolidated and separate financial statements in compliance with Central Bank of Nigeria circular No. BSD/1/2004 to confirm that returns of complaints of Guaranty Trust Bank Limited, a wholly owned subsidiary of Guaranty Trust Holding Company plc are disclosed on Page 31 of complaints and feedback and Page 294 other information, complaints and feedback in compliance with Central Bank of Nigeria circular No PDR/DIR/CIR/01/20. We confirm that as disclosed in Note 45 to the consolidated and separate financial statement, the Guaranty Trust Bank Limited put a notice in respect of contraventions of certain sections of the Banks and Other Financial Institutions Act 2020 and certain circulars issued by the Central Bank of Nigeria during the year ended 31st December 2024, signed by Anthony Oputa, 28th March 2025. Thank you.

Thank you very much, [ Mr. Sika]. I would now invite Mrs. Sandra Mbagwu-Fagbemi, the Chairman of the Statutory Audit Committee to read the Statutory Audit Committee report.

Thank you, my Chairman. Thank you, Chairman. The report of the Statutory Audit Committee for the year ended December 31, 2024, to the members of Guaranty Trust Holding Company plc. In accordance with the provisions of Section 4047 of the Companies Allied Matters Act 2004, the members of the Audit Committee of Guaranty Trust Holding Company plc hereby report as follows. We have exercised our statutory functions under Section 4047 of the Companies Allied Matters Act 2004 and acknowledge the cooperation of management and staff in the conduct of these responsibilities. We are of the opinion that the accounting and reporting policies of the company and group are in accordance with legal requirements and agreed ethical practices and that the scope and planning of both the external and internal audit for the year ended December 31, 2024, were satisfactory and reinforced the group's internal control systems. We are satisfied that the company has complied with the provisions of Central Bank of Nigeria circular BSD/1/2004 dated 18th February 2004 on disclosure of directors related credits in the financial statements of companies and hereby confirm that an aggregate amount of 177,375,000 was outstanding as at 31st December 2024. The aggregate amount -- the corresponding figure for the year December 31, 2023, was 253,375,000. The status of performance of insider related credits is as disclosed in Note 44D. We have deliberated with the external auditors who have confirmed that necessary cooperation was received from management in the cost of the statutory audit, and we are satisfied with management's responses to the external auditors' recommendations on accounting and internal control matters and the effectiveness of the bank system of accounting and internal control. The statutory Audit Committee report was signed by myself on the 27th of January 2025 and my FRC number is as stated thereon. The members of the Statutory Audit Committee are myself, Mrs. Sandra Mbagwu-Fagbemi, Alhaji M.A. Usman, Mrs. A. Kuye, who are members of the statutory who are shareholders representatives and Mrs. Helen Bouygues and Mrs. Catherine Echeozo, Directors representatives. Thank you, Mr. Chairman. That's the end of our report.

I now invite Mrs. Ibukun Beecroft, representative of the external consultant, Deloitte & Touche to read the report of the external consultant on the Board appraisal in line with the Central Bank of Nigeria Code of Corporate Governance, which is applicable to the company.

Good morning, Mr. Chairman, sir, and thank you for having me. I read the report of the independent consultant on the review of the corporate governance framework and performance of the Board of Directors of Guaranty Trust Holding Company is on Page 97 of your pack. Deloitte and Touche has performed the annual review of the corporate governance framework and evaluation of the performance of the Board of Directors of Guaranty Trust Holding Company for the year ended 31st December 2024. The scope of our 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 engagements, disclosures and transparency. The review was performed in compliance with the corporate governance guidelines for the financial holding companies issued by the Central Bank of Nigeria and the Nigerian Code of Corporate Governance. The scope of our review included an assessment of key areas of Guaranty Trust Holding Company corporate governance framework, including the framework of the Board structure and the composition, Board operations and effectiveness, assurance function, corporate disclosure and relationship with stakeholders. Our evaluation report was premised on the depth review of relevant governance documents, policies and procedures, interview sessions with directors and the select members of executive management and so the responses received from the directors. The result of our evaluation has shown that the Board and the corporate governance framework and practices in Guaranty Trust Holding Company comply with the provisions of the excellent Code of Corporate Governance. We have also ascertain that the key Board functionaries that is the Board and Board committees and the Board committees met their responsibilities on the records and the governance charter in Guaranty Trust HoldCo. The report further highlights details of our review activities, observations and some recommendations for the Board and executive management's action for sustained improvement to the performance of the Board, corporate governance and secretarial functions of Guaranty Trust HoldCo. It should be noted that the matters raised in this report are only those that came to our attention during our review. The evaluation is limited in nature and does not necessarily disclose all significant matters about the company or review any irregularities. As such, we do not express any opinion on the activities reported. The report should be read in conjunction with the corporate governance section of the annual report signed by myself, Ibukun Beecroft, and my FRC number stated. Thank you, Mr. Chairman.

Thank you very much, Ibukun. I guess we are ready for the questions and answers section after the auditors and consultants report on the annual financial statements. So we're going to take questions from our esteemed shareholders on the reports that have been laid before you in this meeting. The questions can be on any points you find in the annual report or on the general questions on the operations of the company. So indicate your intention to ask questions by using the Raise Hand button on the online platform or by typing your questions in the Q&A window. I hereby request that if questions have been asked on the annual report and the accounts, speakers should please make appropriate reference to the relevant page to ensure that the right answers are given.

In addition, it will be helpful if you are brief and restrict your questions or comments one or two at a time to afford others the opportunity to speak. We will take note of all the questions and answers until the end, at which time the group CEO, Mr. Agbaje, would respond so we can effectively manage the whole section together. Each shareholder once you call upon should kindly state his or her name before asking any quest. I now invite shareholders to ask their questions to our group CEO.

Okay. Thank you, Mr. Chairman. My name is Mrs. Bisi Bakare. I'm the National Coordinator Pragmatic Shareholders Association of Nigeria. Good morning, Mr. Chairman, Board of Directors, regulatory authorities, distinguished shareholders, good morning to everyone of you. Mr. Chairman, I would like to start my comments by commending the Board and staff of for the excellent performance and resilience in the face of adversity. In addition I want to commend the financial performance of the plc which grew its gross earnings by 81% on [indiscernible] 2.14 trillion, this was achieved through the growth in the loan book by 12.3% from 2.48 trillion to 2.77 trillion, which growth in total assets and shareholders by 14.8 trillion and 2.7 trillion respectively. This is highly commendable stuff. I want to share annual report based on dividend. I also join these shareholders of GTCO plc in commending the Board for the proposed final dividend NGN 7.3 which brings the total dividend payment to NGN 8.3 for NGN 3.2 last year. This is increase of about 50% over the previous dividend. And again this is the highest dividend payment in the history of GTCO plc which shareholders applaud the entire Board management for this achievement. Page 23. On Page 23, that is on the 2025 outlook. I want to ask how do you sustain this performance financial market opportunities, investing innovation and digital capabilities, while ensuring we continue to play our leading role in the financial sectors. Page 33, how do you assess and manage such as sudden security threats to ensure security measures that [indiscernible]. Page 129, what is GT Bank doing to manage nonperforming loans and reducing credit risk? And how do you hope or how do you plan to leverage technology to improve operational efficiency? In addition sir, I want to commend GTCO plc for being the first financial institution to cross the 1 trillion profit mark. This is highly commendable Mr. Chairman. On that note, I want to really commend the entire Board management and staff for the GT Bank plc excellent results. Page 25 and 30. I want to ask are we considering our bank expansion into more African countries taking advantage of our digital strength and the need to harness business opportunities available. Lastly, on a final note, I would like to congratulate our company, GT Bank plc on several awards received during the year under review. Once again, I thank you very much, Mr. Chairman, for the opportunity given to me to speak. Thanks and god bless you all.

Thank you very much, Mrs. Bakare. Next question please.

The Chairman of our holding company Guaranty Trust Holding Company plc. I can't [indiscernible] of this bank for working on four key financial areas of banking, and payments. Working on this four, you have been give us the kind of great results which we have never had before. Thank to you management and staff of Guaranty Trust Holding Company we say thank you very much for the kind of results. We thank you for the robust financial performance, the efficient cost management of the company as reflected on Page 55 of this annual report. The cost-to-income ration of 24.2% from what it was before, which was about 48.14% in year 2022 and the year 2023, it rose to 39.49%. But today the income-to-cost ratio reduced to 24.2% and hence we're able to give out the dividend of NGN 8 which we have never experienced before both in Guaranty Trust Holding Company plc or in any other financial institution investment. We cannot quite thank the efforts of the Chairman, Mr. Oyinlola and Mr. Segun Agbaje, with their team who are working relentlessly 24/7 to achieve this kind of results and achievement of this result is not what is even important, but their willingness to distribute the size of dividend they are giving to us because the payment of dividend depends on the decision of the Board and management of the Board if the fit and we appreciate you to make us richer. Lord God continue to bless You and all anything You put your hands in will always strike in Jesus name. I will not forget to thank you on your achievement in bringing the capital adequacy ratio to 39.6%. This is fantastic. While the government is expecting something lesser than that, you are giving us -- you are operating at a capital adequacy ratio of 39.6%, which makes it possible for us to have the kind of dividend you are giving us. We thank you. We appreciate you. And we also cannot forget to thank you on your social responsibilities and different shares of your operation. The operations of the bank has been very excellent and you build on the three pillars of success, which is the -- with your operational excellence, disciplined risk management and relentless focus on customers' centric innovations. We thank you, and we pray that Board will continue to uphold the staff, Board, management and the stakeholders of Guaranty Trust Holding Company. Thank you very much.

Thank you very much. Thank you very much on behalf of this Board and the management and the entire team, and we also thank you for the shareholders' endorsement and support. Next question please.

Are you hearing me?

We are hearing loud and clear.

Mr. Chairman, I want to commend the Board for the good results we are considering this very morning. GTCO has done very well as a holding company and our bank subsidiaries have done very well. I want to commend you for the are receiving today, having paid NGN 40 during the course of the year and the final dividend to us. I think that's one of the highest in the industry, it's very [indiscernible]. Mr. Chairman question to the company. I don't want to bore you, but I want to mention what are the issues that are industry is facing. On Page 259, Mr. Chairman, that got to do with the outbound expenses NGN 36.6 billion as against the NGN 27.3 billion in the in the previous year. What are we doing to address this issue? But I want to ask the question today at the holding company, they won't have any that they are going to will take away from us that we are paying good money year in, year out with based on the good profit this year that have increased automatically. That means if the profit before tax, they run from NGN 2 trillion net income this 2025 that we're ending, that means we are going to also double our payment to income. Mr. Chairman, this issue has to be addressed by the bankers committee at least as you put it to the industry because somebody cannot come a read whether not so. We have on these things over the years and nobody want to listen to us. We have [indiscernible] years. If this money is here today, we have a final dividend. Because this company is a listing company. The Board listing and they know where they choose vintage to the shareholders and rewarding them adequately. Mr. Chairman, what are we going to do in making sure income exists from taking this good source of money from shareholders? Mr. Chairman, that is very, very important. On that Page 289, that got to do with insurance premium, which is deposit insurance premium. That one is understandable, Mr. Chairman, NGN 21.9 billion as against NGN 17 billion in previous year. Yes, that was understand because deposit insurance at least there are 50,000 deposits with deposit when they bank and they have been paying it and paying subsequently bonuses when they realize from asset stripping or sale, they go to pay depositors. But we are not seeing anything nature and they are packing our billions because what takes is more than what that insured deposit take year in, year out. This cannot continue Mr. Chairman. We have on the federal government to exit and they are still appointing the Board. They are still appointing the MD, which the bank committee does not appoint. And at the same time, we have a money in Page Mr. Chairman, that got to do with restriction on the banking industry today, the money you cannot have access to. What do we do, Mr. Chairman? NGN 1.9 trillion as against NGN 1.6 trillion in previous year. That is a restricted fund that you have with CBN and you cannot make use of it. I want to urge the Group MD since he represents on the bank -- I mean, the MD of the bank represents us in the Bankers' Committee. Are we standing any interest on those restrictive fund with CBN? I want to know if they have even paid 1% or 0% -- 0.1%. That is something that we can [indiscernible] and also use it to pay or do our businesses. If you have this money today to deploy in doing business, how much earning are we going to have? That will double -- we're talking about NGN 2 trillion [indiscernible] on earning. That should have been double. Maybe we're looking at about NGN 3 trillion or NGN 4 trillion. Mr. Chairman, these regulators are killing the industry. They are not minding on what investors are suffering. Today, you went to the market to raise fund. And at the same time, you pay all the et cetera, et cetera. CBN [indiscernible] pay this and that and that, all the regulators. The way they are fining banks today -- we're talking about bank, our subsidiary. The main source of our income -- thank God we have the [ visionary ] leaders in GT holdco today. We have now our [ pay points ] that's -- HabariPay is doing very well. I want to commend them for excellent job that subsidiary is doing to contribute to the holdco growth. Excellent performance for that company because Mr. Chairman, technology is the end game. We want to thank them what they are doing. And also, I want to urge the pension fund managers of our company to double their effort in bringing in income supporting the group. I want to commend these companies for their resilience, for them showing that, yes, establishing them were not loose threads. They are going to contribute for the group to pay more higher dividend in future. Mr. Chairman, on that Page 259, cost of doing business have gone high in Nigeria today. And any company that weather the storms and able to propose higher dividend should be commendable. Mr. Chairman, I want to also thank you for the prudence we have been seeing in running the company, even though the [indiscernible]. Mr. Chairman, look at previously, our total expenses was NGN 1.6 billion in previous year. This year, NGN 259 billion -- NGN 259.59 billion. That means we are prudent in curtailing this high cost of doing business in Nigeria. Mr. Chairman, I am also worried that the FR auditor, we're talking of AMCON, [ they're the ] auditors, NGN 2.9 billion, that is also going on the high side as against NGN 1.5 billion in previous year. Yes, the company paid NGN 81 million last year, then this year, NGN 65 million on the company. But I think you know Ernst & Young should do better, not increasing every year because we have many auditors out there to do the job. Even though they are doing a good job, that's not right if they should be increasing every year. Occupancy costs. Mr. Chairman, we should also watch that. NGN 17.2 billion occupancy costs as against NGN 9.8 billion, that's also growing astronomically. We need to watch that. Mr. Chairman, on Page 96, we want to also to thank you for giving back to the society in which you're operating upon. The bank spent almost NGN 962.6 million this year in giving out to societies. Mr. Chairman, I want to urge the Board to continue to spread this good news to other geographical areas, not only on the corporate bodies, but also to less privileged in society. Thank you for the educational support. Mr. Chairman, what baffles me here is security, what we're giving to security support, almost NGN 100 million, but still, we have security challenges. The company cannot be throwing out money every year to supporting security organization. But still, to provide our operational branches, we need to pay those who are being hired, private securities. [ Instead, we're burning ] out money to security. Security is a challenge of government. But this corporate body who have been donating out, they must make good use of it to deploy security to our branches. We're spending a lot [indiscernible] in their home. [indiscernible] want to have solar energy. That means national grid have [indiscernible] completely. But look at how many branches we have [indiscernible] every day, every [indiscernible]. Do their business...

Mr. [indiscernible], please restrict yourself to the -- oh, we've got -- okay, sorry.

We're spending a lot to the society so the...

Could you end your contribution so we can take one more -- no? Oh, we have some online questions as well, which we want to incorporate into the MD's answers.

Yes, Mr. Chairman.

Thank you.

All right. I'll try to respond. Good morning, distinguished shareholders. We have some online questions. So apart from the ones you've heard, I'll take them after. Started with Mrs. Bisi Bakare. Thank you very much, commending the Board and management on strong financial results. Thank you. We will try to keep that up. You also commended the organization on the dividends of NGN 8.03. Thank you very much. Then you have a lot of very difficult questions, but I will try. How will we sustain these results? Well, we will continue to work hard, as we've always done. We will try to innovate. We'll try to be disciplined. If you look and read the annual report, you will see that we're changing technology. We're growing different areas and that we have transited from just being a bank to a holding company. It's funny when I hear the accolades today about going holding company because I remember 3 years ago, everybody said we came late and that we wouldn't grow the funds management business, we wouldn't grow the pension business, we wouldn't grow the payment business. But I think the results [ are being ] to show you that the diversification of earnings into a holding company and outside of Nigeria started to work very well and that for as long as we continue to do these things, we will sustain the momentum of growth. How do we manage cyber risk? I wish I could answer that question for you. I think one of the things that keeps every CEO up is cyber risk. We continue to invest in both technology and human beings and people. But as you can imagine, people wake up every day and look for how to beat the system. It is my experience that they always seem to be one step ahead of us, but we will continue to try. So cyber risk remains clear and present danger for any financial institution. NPLs. I think our NPLs are 5.2% IFRS. I think we have a completely derisked loan book at this point. If you take our Stage 2 loans, they're now 2.6%, down from 16.3%. So we think the NPLs going into the future will be well under control. African expansion. Hopefully, one country, Senegal, which would take our Francophone West Africa franchises to 2. Awards, thank you very much. Awards belong to the staff, management and the Board. So on their behalf, I will take the accolades. Chief [indiscernible], again, thanking the Board and management for the results. Again, much appreciated. Cost-to-income ratio, 24%. You like the cost efficiency. I think we decided about 14 years ago that probably one of the only sustainable sources of competitive advantage in banking was cost. And so we have very tight expense controls. We have very tight costs. And when you compare our entire cost profile to those of our competitors, you might find at the very minimum a NGN 600 billion advantage year-to-year. So it is something we work very hard at. You like good governance habits. Thank you. We will continue to aspire to best habits. There is a correlation between good governance and strong profitability. So selfishly, we will continue to do the same. Capital adequacy of 39% is strong. Thank you very much. CSR. We'll continue to work on CSR. Where you make money in an environment, you going to owe that environment, so we will continue to give back. And hopefully, if we ever run into trouble, which we do from time to time, the same communities will support us. So thank you, communities, and thank you for the CSR we've done. Yes. In terms of customer service, I think if you look at our annual report and look at the cover, you might have missed something. We are about great experiences now. So it is about delighting the customer. It's about doing -- everything we're doing around the organization now is creating great experiences. Whether it's in technology, whether it's in CSR, whether it's in food and drink, whether it's in fashion, it's all about great experiences, and we'll continue to work hard. Mr. [indiscernible], again, congratulations to the Board and management for the results and the dividends. Then you go to AMCON. While I'm not going to hold brief for AMCON, I think you have to look back to what happened when we had a financial crisis. And we must always remember why AMCON started. We can always question whether it should continue or end, but I think there was a good reason for AMCON at the time it started, and we should try to remember that. And we will try to obviously work and see whether AMCON's time has passed or AMCON's time is still here. Your AMCON levy, just a point of correction, is really not based on your profitability. It's based on your balance sheet size. So you are right that it will grow. And if we get more successful, that 0.5% of balance sheet size will grow, but we'll see. In terms of NDIC premium, you're not averse to that. NDIC premium will also grow as you get more successful. We had 35% growth in deposits. If we achieve another 35%, then the NDIC premium will go up again in 2025. CRR, NGN 1.9 trillion. It's a monetary policy tool. While we might not like CRR, I'm sure we all like the monetary policy stability that we see. Exchange rates are fairly stable. Interest rates are at a good level, which means that the monetary policy tools are working, of which CRR is one. Yes. I have mentioned the subsidiaries. Hopefully, they will continue to grow, continue to add to group profitability. And we have targets for where we'd like them to be in about 3 years. OpEx. Yes, OpEx did grow. We'll try to keep cost control. But as you can imagine, we're coming out of a period of pretty high inflation, and some of that is reflected in the OpEx that you see. Audit fees of Ernst & Young. I will appeal to them on your behalf not to increase audit fees every year. But I am glad to acknowledge that they're doing a great job. And the organization is growing. And so the work they're doing and the complexity of the job continues to grow. So CSR into more regions, we continue to do that. And I think from year-to-year, we have expanded CSR. We used to be accused of only doing it in Lagos. And now if you look, our CSR is a bit more outside of Lagos. We had some online questions come in. The first one is from [indiscernible]. He says, gross earnings of PBT have nearly doubled in 3 years. What are the key drivers behind the growth? And how sustainable is it? I think the key drivers behind the growth are a couple of ways. If you look at where the growth has come from, interest income, which means we're growing the loan book, was up about 148%. Non-fee income is up 27%. We're keeping costs under control, which means transactions are growing. And those are the key drivers of growth. We're keeping costs under control. Interest income is growing, non-funded income is growing. How sustainable is it? We believe it's sustainable. We think the currency will be stable, so you won't see a lot of fair value gains, and then we will make this up in the volumes. Asset quality and risk exposure. Loans and advances grew by 12%. Is this due to tighter risk controls or reduced lending appetite? I think that you always have to look at the risk in an environment. And as an organization, we're probably a low- to medium-risk organization in terms of credit. So are we happy with 12% growth? I think for 2024, we are. And I've always said to people, please don't always look at the asset side of a balance sheet as only loans and advances. While loans and advances only grew 12%, investment securities grew 48%. Also, money market placements grew 29%. These are all things that earn on the asset side. And sometimes we all concentrate on just loans and advances and forget that there are other things on the asset side of the balance sheet that make you money, which gives you an asset yield. And what you should concentrate on is what the [ overall ] net interest margin is. And the net interest margin for Guaranty Trust was 10.8%. So I think we're working the earning assets of our balance sheet quite well. Capital adequacy. You say, with total equity up 83%, how well capitalized is GTCO to pursue future expansion or withstand macroeconomic shocks? I think one of the earlier questions had said we have a capital adequacy of 39%. I think that is more than adequate to deal with any potential macro headwinds or growth that we might look at. Diversification. How does the performance of the nonbanking subsidiaries align with the group's diversification strategy? I think I've answered that question. Today, they're approaching 2% of group in 3 years, and that is a group where the bank is about, at least as of last year, some 7% of group. It's almost a 35-year-old organization. So if in 3 years, the nonbanking subs are doing 2%, I think they're doing exactly what we set out for them to do. I've answered your other question on gross earnings increasing by 185% and what's fueling this. Then there's another question about assets under management more than doubling. Yes, they are doubling, and it is doubling on both the institutional and retail side. Then I have another question from [ Mohammed ], says, regarding the last share sales, what is the current status of the allocation process for participants who have not yet received confirmation of shares? And what steps are being taken to rectify this? As far as I know, we've allocated all the shares for the people who qualified. I've also said that even though we didn't get the money to work with last year because this exercise was completed in August of last year, even though capital verification delayed it, everybody who participated and qualified is eligible for last year's dividend. [indiscernible], I bought a share in GTB in 2024. I'm unable to log in the shareholders' login. Please, what is the problem? I wish I could tell you. I'll have to blame those who are running the technology desk for that. Then I have [indiscernible], a shareholder, we want to leave questions to those who look at figures and numbers. I look at volume and value. So mine is to commend a quantum leap of our great bank, Guaranty Trust. Kudos to Board, management and staff. Best wishes to all. Thank you very much. And the last one is from [indiscernible], says that a bank stopped charging their customers for alerts, credit or debit. What are we going to do along these lines? Absolutely nothing. I think everybody plays their own strategy. Good luck to that bank. We decide the things we would like to charge for, playing by the rules within the bankers' tariff. Thank you very much.

[Technical Difficulty] Segun, and congratulations on behalf of shareholders and stakeholders, I should say, and this Board. So that brings us to the end of the first part of the program. We are now on to the resolutions that have been brought before -- being brought before this house as listed by our Company Secretary earlier in the morning. So in the exercise of the powers conferred on me by virtue of Section 248 1a of the Companies and Allied Matters Act, I would call a poll on resolutions 1, 2, 3, 4, 6 and 7. So voting on the resolutions will be via poll, meaning that every shareholder voting in person or by proxy shall be entitled to one vote for every share that he or she holds. Statutory majority is required to approve the resolutions, is a simple majority, meaning 50.1% for ordinary resolutions of the total votes cast of shareholders present and voting either in person or by proxy at this meeting. I can confirm that some shareholders have sent in their proxy forms indicating how their votes will be cast. Before voting begins, we are going to explain the electronic voting procedure. Thank you, Secretary, for reminding me. An old man needs to sit down sometimes. The electronic voting system. You will be required to enter the login page to confirm your dashboard is active and displaying the app appropriately. So before voting commences, you will be required to refresh your browser. We should go through this, right? When the voting process commences, the specific resolution being voted upon will appear on your screen with voting options for, against and abstain displayed. Kindly note that you are required to click for, indicating yes, to vote in favor of a resolution; or against, indicating no, to vote against a resolution; or abstain, if you do not wish to vote on this resolution, and then click on submit to cast your vote. Voting on each resolution will be open for 1 minute, and you'll be allowed to change your vote during that 1 minute until the voting period elapses. Please remember to click submit to save your vote for that particular resolution. So we have put together a short video explaining the voting process. This is part of corporate governance and shareholder democracy. So for shareholders who are joining on their mobile phones, kindly be reminded to set your mobile phones to do not disturb mode to avoid calls interrupting your participation in the meeting or voting process. So the video on the use of the platform will now be played. [Presentation]

Why is [indiscernible] showing on the screen? That must be an anomaly. Okay. So we shall now commence e-voting on the resolutions. Voting results will be displayed at the end of the electronic voting process for that resolution. And we will announce those results as the voting process -- as the registrar informs and updates us. So we will proceed with the first resolution to receive the audited financial statements for the year December 31, 2024, and the reports of the directors, auditors and Statutory Audit Committee thereon. May I have a seconder for the motion?

I, [indiscernible], hereby second the motion.

Thank you, Mr. [indiscernible]. We're ready to vote. So please vote now. [Voting]

Can you see the 1 minute? I can't see. Okay. Stop now? Okay. Stop voting now.

We have about 100% of total votes cast in favor of the resolution. Thank you.

Yay, thank you very much, shareholders. Following the announcement of the voting results by the registrar, I hereby declare that the resolution to receive the audited financial statements for the year ended December 31, 2024, and the reports of directors, the auditors and the Statutory Audit Committee thereon has been duly carried. Thank you very much. We will now proceed to the second resolution, an important one, to pay a final dividend in the sum of NGN 7.03, pay ordinary share to shareholders whose names appear in the register of members at the close of business on Wednesday, April 16, 2025, bringing the total dividend to be paid for the 2024 financial year to NGN 8.03 per ordinary share of NGN 0.50 each. May I have a seconder for the motion?

[indiscernible], Mr. Chairman. My name is Mrs. [indiscernible]. I second the motion. Thank you, sir.

Thank you very much for that secondment. So we will now commence the voting -- e-voting process. And voting results will be announced at the end by the registrar as usual. So please vote now to declare a dividend. [Voting]

Stop vote now. Madam registrar?

We have about 100% of total votes in favor of the resolution, yes.

Thank you very much. I guess that is evidence of unanimity in the dividend proposed. And following the announcement of the voting results, I hereby declare that the resolution to declare a dividend in the sum of NGN 7.03 per ordinary share to shareholders whose names appear in the company's register of members at the close of business on Wednesday, April 16, 2025, bringing the total dividends to be paid for the 2024 financial year to NGN 8.03 per ordinary share of NGN 0.50 each has been duly carried. The next resolution is for shareholders' approval is Resolution 3 to authorize directors to fix the remuneration of the auditors. We had a shareholder ask a question to the [ GCU ] at the time -- earlier today. And we heard his answer to that. Auditors are in the room. Thank you very much for your wonderful job over the years. May we have a seconder for the motion, please?

Good morning, Mr. Chair. Good morning, the Board and my co-shareholders. My name is [indiscernible]. I hereby second the motion. Thank you.

Thank you very much. So we have the motion on the floor. We will now commence the e-voting process. Please vote now. [Voting]

It's a long 1 minute. Yes. So stop vote and then Madam registrar is reading us the results.

Yes. We have about 100% as well voting in favor of the resolution. Thank you.

Thank you. For Resolution 3, following the announcement of the voting results by the registrar, I hereby declare that the resolution authorizing directors to fix the remuneration of the auditors has been duly carried. We will now take Resolution 4, which is to disclose the remuneration of managers of the company. Section 238 of the CAMA 2020, that's the act, requires the company at each general meeting to disclose the remuneration of managers of the company. I hereby draw the attention of shareholders to Page 258 of the annual report, which contains a detailed report on the remuneration of the managers of the company. May I have a seconder for the motion, please?

I, Chief Timothy Adesiyan, so second.

Thank you, Chief. We will now commence the e-voting process again. Please vote now for the next 1 minute. [Voting]

We are done. Results, please?

We have 99.93% of the total votes cast in favor of the resolution and 0.07% against it. Thank you.

Thank you. Following the announcement of the voting results by the registrars, I hereby declare that the resolution on the disclosure of the remuneration of the managers of the company is hereby duly carried. The next resolution for shareholders' approval is Resolution 6. It's a bit of a long one, so I'm going to read it carefully. To consider and approve, in compliance with the rule of the Nigerian Exchange Limited governing transactions with related parties or interested persons, the company and its related entities, thus the group, be and are hereby granted a general mandate in respect of all recurrent transactions entered into with a related party or interested person, provided such transactions are of a revenue or trading nature or are necessary for the company's day-to-day operations. This mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the company is held. May I have a seconder for this motion, please?

Good morning, Mr. Chairman. My name is Chiamaka Kalu-Ota, and I hereby second the motion. Thank you.

Thank you, Ms. Kalu-Ota. Shall we then commence the voting for the next 1 minute. [Voting]

Voting is over. Shall we have the vote count, please?

We have a total of 14.91 billion units of shares representing about 99.99% of the total votes cast in favor of the resolution. Six shareholders voted against it having 50,360 units of shares. Thank you.

Thank you. Following the announcement of the voting results by the registrars, I hereby declare that the Resolution #6 is hereby duly carried. The next resolution is shareholders -- for shareholders' approval is Resolution 7. And I read the resolution as follows: that Nonexecutive Directors' remuneration for the financial year ending December 31, 2025, and for succeeding years until reviewed by the company in its AGM be and is hereby fixed at NGN 58 million annually for each director. It is pertinent to mention that directors do not receive -- executive directors do not receive director's fees and sitting allowances. May I have a seconder for the motion?

Mr. Chairman...

I was getting worried there. Please go ahead.

Mr. Chairman, my name is [indiscernible], shareholder from [indiscernible]. I hereby second the motion, Mr. Chairman. And also, I want to use this opportunity to commend our Group CEO, Mr. Agbaje and the Chief and his team for a wonderful result and the final dividend of NGN 7.03. Also to commend the Company Secretary and the Secretary.

Thank you. May we have the voting commence now, please? [Voting]

Voting is over now. May we have the results, please?

We have a total of 14.91 billion units of shares representing 99.57% of the total votes cast in favor of the resolution. And 24 shareholders voted against the resolution. They have 247,511 units of shares. Thank you.

Thank you. Following the announcement of the voting results by the registrars, I hereby declare that directors' remuneration for the financial year ending December 31, 2025, and for succeeding years until reviewed by the company in its Annual General Meeting is hereby fixed at NGN 58 million annually for each director. We will now take Resolution 5, which is to elect members of the Statutory Audit Committee. Section 404, subsection 6 of the Companies and Allied Matters Act provides that nominations for election to the Statutory Audit Committee shall be in writing and shall be delivered to the Secretary at least 21 days before the date of the Annual General Meeting. The Act also provides that membership of the Statutory Audit Committee should be a maximum of 5 members, consisting of 3 representatives of the shareholders of the company and 2 nonexecutive directors. In compliance with Section 2493 of the Act, which states that there shall be no right to demand a poll on the election of members of the Statutory Audit Committee under Section 404, voting for this resolution can only be by show of hands, okay? So we received 3 valid nominations by the Secretary for election into the Statutory Audit Committee. And the nominees are: Sandra Mbagwu-Fagbemi, the incumbent Chairperson, nominated by [indiscernible]; Alhaji Mohammed Usman, nominated by [indiscernible]; Aderonke Kuye, third nominee, nominated by [indiscernible]. In view of the fact that only 3 qualified nominations for the representatives of shareholders to the Statutory Audit Committee were received for the 3 vacancies available, there shall be no need for elections. Accordingly, Mrs. Sandra Mbagwu-Fagbemi, Alhaji Mohammed Usman and Mrs. Aderonke Kuye shall represent the shareholders and join the directors' representatives to constitute the Statutory Audit Committee for the company for the 2025 financial year. Thank you very much for those nominations and the election of this very important body of corporate governance in the company. Distinguished ladies and gentlemen, shareholders, esteemed Board members, so it is with a deep sense of gratitude and pride that I inform you that this Annual General Meeting is my own final Annual General Meeting as Chairman of Guaranty Trust Holding Company plc as I will be retiring from the Board in May 2025. Serving as Chairman of this remarkable institution and especially the pioneer Chairman after the group holding restructure has been the distinguished honor of my life. Over the years, I have witnessed GTCO's continued ascendancy as a leading financial services powerhouse, a testament to the unwavering dedication of our Board, the relentless drive of our leadership team, the trust reposed in us by you, our valued shareholders. As I take bow from this role, I do so with confidence in the knowledge that GTCO's best days lie ahead. The group remains strong, purpose-driven and is committed to excellence in all facets of its operations. In line with our succession plan and subject to regulatory approval, it is now my pleasure to welcome and introduce to you the incoming Chairman, Mr. Suleiman Barau, I'm sure he's on somewhere live, a highly respected professional and former Deputy Governor of the Central Bank of Nigeria, whose track record of leadership and strategic insight speaks for itself. He has been also a pioneer Director of the GTCO since its restructuring as a holdco. I am confident that under his guidance, GTCO will continue to thrive, to innovate, to deliver superior value to continue to delight its customers and deliver superior value to all its stakeholders. So I thank you once again for the opportunity to serve, and I remain forever proud to have been a part of the GTCO story. Thank you very much. Thank you, people. So on that note, this concludes the business of the meeting. And I want to thank you all for attending the meeting, which I now declare closed.