Zenith Bank Plc ($ZENITHBANK)

Good morning, everyone. My name is. I'm here to take you on safety brief. I wanted to know that is the safest place to be. So in this hall, we have -- this is banquet hall. In this hall, we have 5 exit points. At the back, we have 2 emergency exit points. Then in front, we have 3. In case there's any emergency or the fire outbreak, please gently move out outside the hall, do not panic. All our fire men -- safety men are fully on ground. We have fire extinguishers on ground. Please, as you go out, do not use the lift to avoid getting trapped inside the lift due to power failure, use this stairs. As you use the stairs, use the just to get your balance. Then once you get to the reception, move outside the reception, gently walk to the car park. That's where we have most point that's the fire assembly point. Do not return until you are asked to do so. Then if this building, we have our confidence we have one on the first floor, we have another one on the ground floor. Then for women who are wearing, please as you are moving out, gently remove your to avoid unnecessary accident. Then there's something we need to correct here. Next time we every day, the emergency exit point should be totally free. It should not be blocked, it should not be obstructed. So please, also take note of that.

Distinguished shareholders, ladies and gentleman, good morning. This call is in order, we will now take the national anthem. Please pray for us. Please, shall we please stand up. Let us honor god. Our god, our king, our maker, the god that created heaven and earth, we thank you this morning especially because you made it possible for your children to gather at this meeting. that we rejoice in it. and so this morning, lord Jesus, you established you summoned the Chairman. He saw a vision in a dream and he established our bank. You saw it as a good way, a blessing for the people of this country. You came into it. The river has now become an ocean. My lord, therefore, you brought in people that supported him, regulators, directors, shareholders. Today, the ocean has become long and very deep which means. there is nothing that can dry it off did that job for us. Father, you cannot forget him. Lord, you cannot forget him. I pray for him. My god, my king, my maker, by authority of heaven, I pray that your life will be as elongated. Any power that want reduce it, that power must catch fire. Because you are made of, because you are made to be happy, because you have love for this country, it shall be well with you, it shall be well with you, it shall be well with you, Our god, our king, our maker, your brought in people, look at the MD, fantastic woman, wonderful woman, a woman that love our customers. And you brought in people like the Company Secretary, fine young man, shareholders all over the country, nice people. And so Zenith has no problem. The meeting of today, heaven has sanctioned it already in the mighty name of Jesus, lord arise from the very beginning of this meeting that is going to be very short. We want to show the management and the staff and the Board that we love what you are doing. Therefore, whatever you bring today shall be approved. Father, thank you sincerely. I therefore, commit this meeting. The meeting of one family, the family of Zenith Bank, this meeting will start now. The light of god will shine and darkness cannot come yet. Lord, we thank you sincerely. In Jesus' name, I have prayed.

I want the Board members to introduce themselves.

My name is Louis Odom, Executive Director, thank you.

Good morning, ladies and gentleman, My name is Dr. [indiscernible]. Thank you.

Good morning. My name is [indiscernible].

Good morning. My name is Dr. [indiscernible].

Good morning. My name is [indiscernible].

Good morning, shareholders. My name is [indiscernible].

Good morning, shareholders, My name is [indiscernible].

Good morning, shareholders. Thank you very much. My name is Adaora Umeoji, Managing Director of Zenith Bank.

Good morning, shareholders, and welcome. My name is [indiscernible], Executive Director.

Good morning, shareholders, my name is [indiscernible], Executive Director.

Good morning, shareholders. My name is Executive Director.

Good morning, shareholders. My name is Pamela You, and I'm a nonexecutive Director.

Good morning, valued shareholders. My name is Kennedy, Executive Director.

Good morning, shareholders. My name is Jim.

Good morning, shareholders. Michael Otu, Company Secretary.

Okay. We have other parties attending the meeting, the Company Secretary introduce them.

Thank you, shareholders. We have other parties, PricewaterhouseCoopers. the external auditors, we have KPMG professional services our consultants on the left. Our registrar is very tough. You're on the right of the board. We all have regulators present at this meeting, the Central Bank of Nigeria. Securities and Exchange Commission, Nigeria Exchange Group AG, the corporate affairs commission. We have deposit insurance joining us virtually. And we have one of our directors joining us virtually, Dr. [indiscernible]. We have members of the statutory audit committee [indiscernible] joining us virtually. Thank you Mr. Chairman.

The Company Secretary to read the Notice of Meeting.

Thank you, Mr. Chairman. The notice is on Page 20 of your annual report. Notice of Annual General meeting. Notice is hereby given Fifth Annual General Meeting of Zenith Bank plc, will hold on Tuesday, May 5, 2026 at the at 9 a.m. for the purpose of conducting the following business: Ordinary business to present to member the bank's audited financial statements for the financial year ended December 31, 2025. The report of the directors, auditors at audit committees thereon, two, to declare a dividend; three, to approve the appointment of the following directors: Dr. Independent Non-Executive Director, Mr. Kennedy, Executive Director. The appointment of Board directors be approved by the Central Bank of Nigeria. Profile can be found in your annual report. Four, to relect the following directors who retire by rotation at this meeting. [indiscernible], Dr. [indiscernible], Mr. Five, to authorize directors to fix the remuneration of auditors. Six, to disclose the remuneration of the managers of the bank in line with the provision of the company's and allied matters 2020; seven, to elect members of the statutory audit committee. Special business. is to conduct to pass the following as ordinary resolution. The duration of Executive Directors of the bank for the year ended December 31, 2026. And it hereby fixed at NGN 60 million only for each director. Nine, the general mandate given to the bank at previous general meet related parties or interested persons for the bank for the day to day operations related to revenue or trading and is hereby renewed. Notes, okay, the profile of directors is stated also in the other report by order of the Board, The Chairman statements on Page 26 and 29 of the. Special package to present to shareholders. I present that you permit all to this resolution #4 before any of the business of the day. Distinguished, shareholders, good morning once again. Resolution #4 deals with the reelection of directors who retire by rotation at this meeting. So I will just read it out. I would call for member to second. Once they are adopted that will move on to the other business as directed by the Chairman. So I'll go ahead to read. In line with section 285 1 to 3 of the companies and allied matters act, the following directors retire by rotation at this meeting. They are Mustafa Bello, Dr. Juliet Ehimuan, Mr. and Mr. Louis Odom. Being eligible for reelection and willing, they are for reelection. In line with section 287 of a motion to appoint 2 or more person as director based on a single resolution was unanimous. I therefore move that the directors be elected on a single resolution of members.

Thank you, our Chairman. My name is. I support the motion. Thank you. God bless you.

My name is. I second that motion.

Those for, those against. So it's carrying. So for that move as follows, that in line with the Section 285 of the Companies and Allied Matters Act 2020. Engineer Mustafa Bello, Dr. Juliet Ehimuan, Mr. and Mr. Louis Odom. Director of the bank who retire by rotation and being eligible for reelection and having applied in turn for reelection are now hereby reelect directors of the bank.

Thank you. My name is [indiscernible] I second.

Those for? Those against? Mr. Chairman, the motion is carried so the directors are hereby reelected.

Distinguished shareholders, it gives us great pleasure to address you this morning. This meeting will be the AGM I will be attending as Chairman of this bank. Actually as the last Chairman at the AGM of this bank. In line with the Central Bank of Nigeria corporate governance provision, I am expected to serve for 12 years. Having served for that term, I'll be retiring at the AGM. For continuity, the Board met and nominated Mustafa Bello. At the next AGM, Engineer Bello will be the greatest Board member. He has a good understanding of the bank. The appointment has been approved by Central Bank. I therefore ask him to lead the meeting. I thank you for supporting him for this tenure. It gives me the same support that you give him. Thank you, and god bless Zenith Bank.

Distinguished shareholders, following the transition results witnessed, the new Chairman will now take the lead for the next proceeding.

Our Group Chairman and Founder, our colleagues, distinguished shareholders, I would want to first thank you very much for the trust and confidence, and I want to assure you that we'll continue from where Mr. Jim Ovia has handed over to us. So as we are not here in session to speak, we'll just continue and take item 5c, and that is to receive the auditors report. The bank's external auditors will now present their report on the audited accounts to members.

Thank you, Mr. Chairman. Good morning, shareholders. Good morning, everyone. Good morning, Directors. I'm [indiscernible] from PricewaterhouseCoopers. Mr. Chair, with your permission, I would like to read extracts of the audit opinion -- permission from shareholders, apologies. Okay. So I'm reading from Page 156 and I'd read the first paragraph, Independent auditor's report of Zenith Bank plc. Report on the audit of the consolidated and separate financial statements are opinion. In our opinion, the consolidated and separate financial statements give you a fair view of the considered and separate financial position of Zenith Bank plc of the bank and its subsidiaries as at 31 December 2025 and of their consolidated and separate financial performance, their consolidated and separate cash flow for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, IFRS accounting standards. Under the requirements of the Companies and Allied Matters Act, the banks and other Act and the financial reporting of Nigeria amendment act 2023, what we have audited, Zenith Bank plc's consolidated and established financial statements comprise the consolidated and established statements of profit or loss and other comprehensive income for the year ended 31 December 2025. The consolidated and established statements of financial position as at 31 December 2025, the consolidated and established statements of changes in equity for the year then ended, the consolidated and established statements of cash flows for the year-end ended and the note consolidated and established financial statements, which include a summary of material financial, material accounting policies. And also then read from Page 160. That's the report on legal and regulatory requirements. The Companies and Allied Matters Act and the banks and other financial institutions act require that we consider a report you on the following matters. We confirm that, once we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the properties of our audits. Two, the bank has kept proper books of accounts so far as appears from examination of those books, our results adequate for our audit have been received from branches more digital by us. three, the bank segmental financial position and statement of comprehensive income are in agreement with the books of accounts and returns. Four, the information required by Central Bank of Nigeria Circular, BSC-120-04, related credit is disclosed in Note 37 to the consolidated and separate financial statements. And five, as disclosed in Note 41 to be consolidated and established financial statements, the bank-based penalties in respect of contravention for certain sections of the Banks and Other Financial Institutions Act or relevant circulars issued by the Central Bank of Nigeria during the year ended 31 December 2025. In accordance with the requirements of the financial important Council, we performed a limited assurance engagement and reported on management's assessment of Zenith Bank Plc's internal control financial reporting as of 31 December 2025. The work performed was done in accordance with Engagement Report on financial report issued by the Financial Reporting Council of Nigeria. And we have issued our qualified in our report dated 6 April 2026 myself [indiscernible] PricewaterhouseCoopers on the 6th of April 2026. Thank you very much.

Thank you very much. I now call on the external consultants to present the report, thus, Mrs. [indiscernible] KPMG professional services in Page 66. Thank you.

Hello. Yes. Thank you very much, Mr. Chairman. Good morning, Directors, shareholders, ladies and gentlemen. Reports of the independent consultants to the Board of Directors of Zenith Bank Plc on the appraisal for the year ended 31 December 2025. In compliance with the guidelines of Section 10.1 of the Central Bank of Nigeria corporate governance guidelines for commercial merchants, noninterest and payment service banks in Nigeria and Section 14.1 of the Nigeria Corporate Governance 2018. Zenith Bank Plc engaged KPMG advisory services to carry out an appraisal of the Board of Directors for the year ended 31st December 2025. The guidelines mandates an appraisal of the Board with specific focus on the Board structure and composition, responsibilities, processes and relationships. We have performed the procedures agreed with the bank in respect of the appraisal of the Board in accordance with the provision of the CBN guidelines and the NCCG. These procedures which are limited in scope but sufficient for the Board's objective in line with the CBN guideline and NCCG are different in scope from an external audit. Consequently, no opinion is expressed also on the activities reported upon. Our approach to the appraisal of the Board involved a review of the bank's Board papers or minutes, key corporate structures, policies and practices. It also included the review of the corporate governance framework and representations obtained from questions and interviews with members of the Board and senior management. On the basis of our review, the bank's corporate governance practices are largely in compliance with the key provisions of the CBN guidelines and NCCG. Specific recommendations for further improving the bank's corporate governance practices have been articulated and included in our detailed reports to the Board. This includes recommendations on Board and committee composition signed [indiscernible] 7 April 2026.

Thank you. The next is the Chairman of the Statutory Audit Committee. Mrs. Adebimpe Balogun, will now present the report of the committee on the audited accounts to members. And the report is on Page 148.

Thank you, Mr. Chairman. The Chairman, members of shareholders, I stand to report on the Audit Committee for the year ended 31 December 2025. In compliance with Section 407 sub section 1 of the Companies and Allied Matters Act of Nigeria 2020, we have reviewed the consolidated and separate financial statements of Zenith Bank Plc for the year ended 31st December 2025 and hereby state as follows: the scope and planning of the audit were adequate in our opinion. The accounting and reporting policies of the group and bank confirmed with the statutory requirements and agreed ethical practices. The internal control and internal audit function were operating effectively. And the external auditor's findings as stated in the management that are being dealt with satisfactory by the management. Related party balances and transactions have been disclosed in Note 37 to the financial, and that can be found on Page 295 to the financial statements in accordance with requirements of the IFRS accounting standards and directives issued by the Central Bank of Nigeria, as contained in the prudential guidelines for deposit money banks in Nigeria and the supply on exclusive of inside-related in financial statements, BSD12004. This report is dated 26th of January 2026 and signed by me on behalf of the at Statutory Audit Committee. And I would like to state that other members of the committee are Mr. Olusoji Ajayi, who is unavoidable absent, but is physically is with us virtually. resolutely Professor Obika, who is sitting next to me here and other members of the committee who are directors of the company or the bank, Dr. and Engineer Mustafa Bello, permit me to congratulate you, sir, on your appointment as the new Chairman. Thank you very much, shareholders.

Thank you very much, Madam. So distinguish shareholders. We'll now come to the point of questions and comments. The report is now before you. We'll take comments on the accounts presented. Yes, sir.

Good morning. The Chairman and members of this erudite Board of Directors. I say welcome and I'm thanking you on behalf of all shareholders. My name is [indiscernible] I welcome all my fellow shareholders and other investors who are not present here. and through the online. Thank you, Well done. My word would not be much today because it is when the company does not do well, that's people who start to because there is nothing going into their purse. But now we're able to have something that doubles what we had last year. The company is giving us a final dividend of NGN 8.75, having given us NGN 1.25 before, to now NGN 10 per share. Thank you very much for that and. These results could not be achieved by a single individual, but by a team, a old team of the Board management and staff. So I congratulate them all for this successful outcome. May god bless you all and continue to move our bank forward. If you go to Page 23, and 24 of these accounts of this annual report, you will see a lot of accolades which our bank has achieved. They are 19 in all and they all regard our bank as the best in 19 different areas. Please give this bank another round of applause. Thank you very much. Well, what I want to comment on mainly is going to request which shareholders reached last year, and that is that we want to see more of Zenith Bank. It may not be possible by way of because you cannot do more than regulatory required. But there is a way, the bank can always reach us. And I'm therefore making this suggestion whether the bank will consider establishing an infrastructure trust fund, which pays dividend 4 times a year. And that is where many vessels are going now. So I have that we establish one as well. Thank you. And apart from this, I have a question, and that question is what are we doing to stand the time of attack from cyber crime experts. We never fall into their hands. Our bank has a good name and thus, people will always try to jump from it. And I want the bank management and the Board, everybody to look at to what we can do about this. We should not wait until we are impacted before we start to do something. What I trust and his team and our team that maybe they are already working on it. What I'm saying is just as a reminder because even when you have a for your account, you check whether that balance is still there.or whether they have carried it away. So when a call before you pick it, you first confirm whether you are committing offense or committing -- or whether committing some mistakes which may be very disastrous. Thank you. I cannot appreciate the godfather of bank in Nigeria. And that is our life Chairman, Jim Ovia. We should all continue to pray for him because we love you, and we want you to stay with us. May the lord help you, God bless this, God bless Zenith Bank. But before I stop, I want to state that I am a shareholder and a customer of Zenith Bank [indiscernible] branch. I want to comment about the performance and the attitude of that branch staff. They are fantastic. They always treat me like even I'm bigger than this. And any drop of money I have, I always divested there. And I want you to continue to assist this bank only 2 way. Those of you that don't have with Zenith Bank, please do it now and make your contribution for the progress of this bank. Thank you. God bless all of us.

Mr. Chairman, directors and shareholders of Zenith Bank, Mr. Chairman, today is a special day for shareholders in this country. as Zenith Bank has demonstrated its leadership by giving us 100% of the dividend paid in the previous year. Mr. Chairman, I want to say to you that without Zenith Bank, today, with the U.S.-Iran war, we would have been in a big problem in this country. Mr. Chairman, you supported to establish the refinery. So we have oil subsidy removed. And today, Mr. Chairman, our oil reserve has gone up, and we are getting fair. We are no longer in queues. We commend you, Mr. Chairman, for supporting this, which is helping our economy. I think we should clap for him. Mr. Chairman, since the beginning of the listing of this company, you have shown to us that you are a leader. Your Board is comprised of people from different parts of the country. And today, Mr. Chairman, you have picked a northerner to be the Chairman of this bank. And I think this is very commendable. Mr. Chairman, we also want to thank you for giving us the MD we have today, the CEO, who is doing very well for us. She came to the exchange, Mr. Chairman and said that Zenith will pay a dividend of NGN 5. Some people were skeptical. She fulfilled it. Then she told us last AGM that she will improve on the dividend. She has doubled it, Mr. Chairman. Mr. Chairman, coming to this Bank and the CEO has moved our share price, Mr. Chairman from around NGN 30 today to NGN 132. Mr. Chairman, no company has made as many millionaires among us like Zenith Bank, Mr. Chairman. Most of us, Mr. Chairman, we had our share of Zenith around NGN 12. And those who have invested in Zenith even from January must be smiling to the above. Mr. Chairman, I also want to commend Zenith Bank for your corporate social responsibility. And Mr. Chairman, your representative, your area manager of the North is here. and he will confirm what I'm saying. Mr. Chairman, 3 female girls won international competition in, and they came back. And Mr. Chairman, they were given NGN 250,000, NGN 100,000 recognition of the award. But this MD, we wrote a letter asking Zenith to assist, and we were thinking she would give NGN 500,000 to each one of them. Mr. Chairman, she gave NGN 5 million to each one of them. And Mr. Chairman, as a result of what he has done, the manager is here, one company, GoPay, said that this bank is supporting females and they opened an account, GoPay with over NGN 1 billion, which now they have sent to CBN looking for AIP. One good return, one good action deserves another. Mr. Chairman, I also want to say that our share price that has appreciated and we have first quarter results is showing up the trend this company is moving. I am confident, shareholders, that by next year, our dividend will be higher. Mr. Chairman, this bank has shown us that it is the leader. We have been saying each year that Zenith Bank is the leader in the banking industry. Why are we saying this? While some banks CBN did not approve for them to is paying NGN 10. Mr. Chairman, I want to take shareholders to Page 38 and we commend you for the appointment of the Chairman. On this page shareholders, you will see that our new Chairman was a former Minister of Commerce. So this is showing us that this is a well-deserved appointment. Mr. Chairman, I also want to say that the issue of IT, it is only Zenith Bank that has invested $100 million in IT. We commend you for this, and this is showing you that we will have less cybersecurity issues. Mr. Chairman, you -- we had the anniversary celebration, which was well attended, Mr. Chairman. It was a historic event, and we commend you and we have seen the caliber of people who came, the Vice President, people like, I have never seen a well-attended function like this in the current years. Mr. Chairman, on a final note, Mr. was talking of you establishing an infrastructure fund. But Mr. Chairman, what I want the management and the Board to do for us is to establish shareholders' assistance fund. Among us, Mr. Chairman, sometimes they are sick. Sometimes even with their they can not pay fees. Sometimes, they -- we lose our members like we have lost. Mr. Chairman, I would like you to establish NGN 100 million fund to be assisting small shareholders, not people like me. If you do this, we'll be very grateful. And Mr. Chairman, to show you how I'm concerned about this, Mr. Chairman, I will contribute NGN 5 million into that fund. Thank you very much.

Thank you very much. Please introduce yourself.

Mr. Chairman, very distinguished shareholder, my name is [indiscernible]. Mr. Chairman, today is not a day of many talks because I want to show a maximum respect for the past Chairman who have stepped down today, a man of honor, a man of integrity, a man who wants to stay that I want to step back to watch what you have built over the years. He came as an MD, he conquered and as saw today, made excellent impact. In the time of banking, where almost people are going to the banking hall with a mat to sleep to get their money until Zenith enter into the banking industry. It revolutionized the banking industry with technology driven. In those days, they call it the old generation bank were sitting for the customers to bring their money to the bank. And when the new generation came through the Zenith Bank, they were not looking after their customers. As people say that the customer is the king. Zenith Bank were targeting going even to their house offices to chase deposits. Then the old ones wake up that this is Zenith taking over our businesses. They wake up today is having a competition and marketing in the banking industry. That's why they call it godfather of modern banking. The second comment was the Chairman after MD of this great bank, and they have the chaired Board consistently with higher paid dividend and high rising share appreciation. He have now said, look, I have done very well. Let me sit back and watch the people I have groomed, how do they will perform. Mr. Chairman, kudos to you, a round of applause for him. And we pray as you're retiring the good lord will continue to give you good health and be able to see what you have planted with the applauses of your groomed will continue to water it. To the glory of god and better of mankind, in Jesus' name, amen. My Chairman, the only page I have here to say because the group MD, was not -- it was last year when the offer rights issue was going on. I was part of that team at the that it told the brokers behind the figures that we're going to double our dividend and we have doubled it. Promise kept, promise fulfilled. MD well done and your team. god is going to keep you and bless you. NGN 10 is not easy to come by. There's a company share prices today that are almost NGN 700 or NGN 1,000 per share, how much dividend are they paying? Less than NGN 130 we are collecting NGN 10. This is huge. And I know if have allowed them to pay or that have chunked in as a profit, we would have gone with NGN 15 today. Most banks have been denied not to pay dividend because of provision. But this bank have surmounted all the odds and said we are paying shareholders. We promised them. When we needed them, they are around us. Why will we deny them their dividend, take home pay? I think with this one today, we pay to our pocket. Everybody was smiling, they are going to be food in their homes. continue to be in our home Jesus name. Mr. Chairman, Page 267, please. 267, this is a problem we are having today, Mr. Chairman. Look at Page 267, is taking us 142-point-something billion. I think in the wisdom of CBN, since we have everyone not to pay shareholders, should have withheld their money as well, not to pay. That's the truth. Since we are making provision wholly instead of making it in phases, Phase 1, Phase 2 so that they can pay dividend to shareholders. CBN should have stopped not to collect money. NBI is still collecting billions are paid. Why should the NDIC not taking over those nonperforming loans? What are they doing? Mr. Chairman, this is cash reserve in the bank or CBN. You are not making use of it. That's the truth. But we're happy today that CBN have brought to shareholders. Otherwise, they have no dividend. Most other bigger ones, there are no dividend payout. Thank god for Zenith Bank and maybe one other one that have paid dividend this year. There's not one paying dividend. Mr. Chairman, have not done well. They are only eating deep into the account of the shareholders. If this money is here today, NGN 145 billion, shareholders would have going here NGN 15 dividend from Zenith Bank. Please, Mr. Chairman, I don't want to say much. You have done very well. God continue to bless us in Jesus' name, amen.

Thank you very much. Please just let me speak briefly so that we can save time and allow others to speak also.

Thank you, the new Chairman. Congratulations for that. And outgoing Chairman, we appreciate you greatly. And that was why we thank for you are a very jolly-good fellow. We pray that as others have said, you are going to have a long life. And we will continue to see. In fact, the hotel you are building, I will be one of the customers in that hotel. Yes. Let me comment on the MD. The MD I have. It is -- she got certificate and I got certificate too. And no or we want to disappoint the masses. We will ask questions from her. So I am so excited about our performance. And I want to say thank you very much, the Company Secretary, for ensuring that you guide her to a successful. Today, we are very happy. I told you last time, we have 2 natural things, tangerine and orange. So we have to decide which one we are enjoying either the orange or the tangerine. As much as that, we have 2 red in the public place. One red is disappointing us, one is encouraging us. There are 2 reds. Use your teeth -- use your tongue to count your teeth. You will know the 2 reds. But then coming to the annual report, I want us to go to Page 7 and look at the number of ATMs given to us, 2 numbers. We want to know the correct one. Mr. Chairman, let me promise you your performance has actually endeared you to my kingdom. You will be one of the chiefs in my kingdom as I go on. The second thing I have here, although I've made it available to the Company Secretary, who will share it with the Chairman, is on customers complaints. We want to know which one is higher? Is it the complaint on the bank or the bank on the customers. We want to know so that we'll be able to match and know whether it's going to cost us a lot of money. If you go to that, Page 71, it's saying that the complaint brought against the bank by customer reduced significantly from 102,000 in 2024 to 7,599. The numbers received complaint increased by 499 in 2025 from 1,403 in 2024. We want the authorities of the bank to tell us which one is correct. And then why are we not doing a good -- taking a good observation about complainants. And we also discovered that even here in this annual report that we have spent so much on people taking loans from us, which means we did not do the right due diligence in ensuring that those loans are well collateralized because we are risking losing money if we do not do the right collateralization of these loans. Please, I want the Chairman to take note of that. He's been my friend. We have worked together in a company where he was a director, and I was also a member of the Audit Committee. So I trust him, his ability. We have argued, we have cleared that. We are now friends. So I believe in his ability that he want to do to ensure that the bank runs much better than he made the bank. So I wish you good luck. I am not -- okay, you can see I have my walking sick here. I'm not well disposed like bespoke where I can talk and talk and talk. But I wish the new management, the new Chairman and the new management all the best and god guidance in whatever they are doing because I am expecting that later this year, the dividend will be more than what you are paying so I can take care of myself. I am not going -- that's very obvious. I think you put your mouth where your money is. I have spent a lot of money in buying Zenith shares, hoping that it will pay my medical bill when the dividend comes out. And I hope so by the grace of god it will happen that way. So I want to greet all my friends on the Board, including So I greet all of you. Let me stop so far and continue to pay for the to succeed more than because this is the first time a woman was brought to manage the Zenith Bank. All the man did not give us this kind of dividend. So it's the first time. So I wish success in all the years ahead with the support of Mike and the Chairman who left but not retired. The Chairman is not retired. That's why the way he's looking at us. And I believe he will support the growing of the bank. And let me finally say congratulations. I wanted to tell you that where we are is part of London because it's having the key of the city of London. So congratulations for the award. Thank you very much and god bless all of us.

Thank you very much.

The Chairman, very distinguished fellow shareholders, other directors. Chairman, I want to say that when the started his career, he didn't realize that me and you are in the same captain, except that I lost my cap on my way here. He also didn't realize that the color of my is also the color of the outgoing Chairman, which means that when he was seeing his vision, he probably behaved like someone. They needed to call him 3 times before he realized. Chairman, you know what glad in my hats at this meeting following the announcement and the rearrangement of the agenda. new Chairman, I'm sorry for you. You know why? With Jim on our side, you see that we have increased the ammunition to attack this Board. And I'm sure he will join me. Outgoing Chairman, you won't want them to pay more dividend. We join them in doing the firing work. But having said that, on a serious note, I also think that it's only fair and proper haven't kidnapped Jim. By the way, we took him from St. Nicolas' house, and then we brought him to. But now I will be asking other shareholders that we are going to release you full time, and we are not going to ask your family to pay any ransom. So you can remain with Madam 24/7. You don't need to run around doing anything for us. But even if you want, it will be at your own time. I also did read the love letter you wrote in the last rights circular. And I said, this is still posting shareholders like he used to those young girls those things. Then you must make sure that you don't allow the rights issue to go unattended to. And I'm happy that one of the speakers earlier said that probably because the GMD knew what was in the love letter before he came. He came to the trading floor, and he was done thing what Farooq didn't understand because what he's used to is the one that is. But in legal, she boogie. And in the boogie was when she made that pronouncement. So that is where I'm going to be emphasizing on my contribution today. Yesterday is gone. And I can assure you that these shareholders, even before they finish collecting this dividend for today, they will forget. So I will join them in forgetting and say where are we headed. And I'm happy that in this report, you talked a lot about sustainability. So in terms of sustainability, I will be hoping that next year, looking at Page 68 and 69, haven't had the number of shareholders move from 825 -- move to 825 from 653. That means that a lot of confidence that the shareholders are also looking forward to. So come 2026, year-end and by special grace of god granting us life when we are here next year, the growth that I will be hoping that will earned you an applause from me, and I'm shocked for quite a number of shareholders, including the tied and well dressed. So we can also get as well dressed as they are is that your performance in terms of earnings or in terms of growth will be higher than the 93.36% that you have done in 2025. And why is this so? Given the size of write-off that was done in this year, I'm hoping that for 2025, I'm hoping that in 2026, they will begin to come in and they'll go straight to the bottom line. Secondly, I'm also hoping that what you'll be doing in 2026, which you'll be reporting in 2027, is that the subsidiary will also do much more. And I'll be hoping that the best that we will be getting from the subsidiaries will not be less than 153% growth like was done in 2023. Going further, I will also be hoping that one of our major assets, if not the major asset, which is staffing, manpower because if you look at Page 128 and 129, the exit did drop, yes. But if you look at the cost of training going up and then you look at the tenor of the patients that are leaving, you begin to understand that it's an area that we must also give major attention to because if we don't, even our ability to take down the difficult aspect of our business will also be challenged. And going forward as well, I'll be hoping that, again, looking at Page 162, with the size of loan growth that what we then will be hoping will happen is a situation where the amount of income that will come from that will also be on the higher side. I have given you all of these so that when you come next year and you don't do too well out, I will mention I showed you the way. And since you didn't look at the way, then you have to explain yourself. I'm also hoping, and I think this is in the space of the Company Secretary and the Registrar, if we come in here year in, year out and we approve dividends and those dividends then remain unpaid, it then means that something is wrong as our understanding of this business. because whether wants it or not, it's not a specialist business, it's a capitalist business. Capitalists don't leave their money line follow all over the least. Though some of them would tell you that their money grows like grass. And one of the things I tell them if it grows like grass, you also will bond like grass, but I don't think that is what we aim for. So let's begin to find a better synergy between the Registrar and the Company Secretary because come to think of it, the Registrar is an extension of the Company Secretary's office. We must begin to pull down the size of unclaimed dividends because the states where federal government is borrowing NGN 100 billion of other people's money also tells a different story in the international space. But we have your responsibility, and I think it's something that we must also begin to look at. And then the final note, Mr. Chairman, I didn't realize how slim the stuff was Zenith Bank. And I took time when I saw the arrangement here. They will arrange it in such a manner that if you are on the big side, you will not have space to enter here. But I think that is also risking itself. So let's allow the slim one like us, the slimmer one like us and the bigger ones to also have space of moving around when we arrange this space next year. New Chairman, outgoing Chairman, thank you for the opportunity to speak.

Thank you very much. Next, this lady.

Thank you, Mr. Chairman. Mr. Chairman, Board of Directors, regulatory authorities present, distinguished shareholders, good morning. My name is Mrs. [indiscernible] at DBC, the National Coordinator Pragmatic Shareholders Association of Nigeria. I would like to start my comments by commending the entire Board and management for the strong and exceptional performance delivered in 2025. We can see that on Page 5 of the annual report. Our gross earnings grew by 6% to NGN 4.19 trillion, while profit after tax also rose to NGN 1.04 trillion. Our nonperforming loan ratio stood at 3.8% and our capital adequacy ratio of 25.3%. This is very commendable, Mr. Chairman, and I want my colleagues to appreciate the entire Board, management and staff of Zenith Bank Plc for that. Like I was discussing with one of the shareholders, he was asking me why Zenith Bank not going local. I said that is not the reason you will get good dividend. And you have tell us that without being local, shareholders will get returns on their investment, and we really appreciate that from you. Page 17, business locations. I commend the Zenith Bank for expanding its footprint to 456 locations across 6 countries. This is highly commendable. I commend the entire Board for that also. Page 25. I want to commend our bank for its various recognitions, particularly being ranked among the top 1,000 banks globally and for maintaining its position as the #1 commercial bank in Nigeria for the 15th consecutive year. This achievement reinforce Zenith Bank's leadership in the banking industry. I want to also commend our bank for being the first bank in Nigeria as of today to cross the NGN 5 trillion mark of capitalization, thereby becoming the most valuable bank in Nigeria. Congratulations to the entire Board management and staff for this great achievement. Page 5, I have question. Our cost-to-income ratio increased from 38.9% to 45.2%. My question is, what specific measures is management implementing to improve cost efficiency and bring this ratio down? Page 266, I want to ask that how do we hope to reduce the impact of trading loss? If you look at this page, you will see how do we hope to reduce the impact of the trading loss of NGN 63.1 billion, which is a sharp reversal of 2024 profit of NGN 1.3 trillion. On a final note, I want to commend the office of the Company Secretary and his team for this well coordinated Annual General Meeting and timely response to shareholders' inquiry. Once again, thank you very much, Mr. Chairman, for the opportunity given to me.

Thank you very much.

Your excellency, the Chairman of this august gathering, members of the Board of Directors, distinguished regulators, amiable shareholders from all walks of life. My name is [indiscernible]. I remain I come from state representing the investors in all the districts of my. Mr. Chairman, members who have spoken earlier before me has expressed their congratulations and felicitate with the Board of this bank, including both the management and staff of this reputable financial institution. My humble say is that Olympics is a global game where the best team deserves the honor. I want you to take note that [indiscernible] felicitating with you, it's not the hand, but you strive more to become #1 globally and I pray we trying your effort to reach this feast by the grace of god. Mr. Chairman, let me quickly go slightly without any fear or favor that the dividend we have declared. I've spoken with one of the staff of this bank. You are making us proud simply because I recollect since 1990 when this bank was established, it's been a long time that we have recut this kind of dividend. For us who are drawing our sweat out for a little income in my place of work, I think it is a commendable effort for us and all other investors in the global world. Mr. Chairman, my simple question goes to us. We have asked to achievements going forward about the bank and the subsidiaries. I want to know how far we are moving in the. We learn from this record that we have in banks operations in other countries, how far have we come? What are the challenges faced by Zenith Bank so that our people can benefit from this information when I get old. Again, on a final note, on Page 21 and 22, the awards that were listed is highly commended. And I want to say we should continue to record more success for the bank because receiving awards does not matter, but working hard to showcase what we have received to the whole world. On human capacity development, an institution that is performing like this needs to be properly empowered with knowledge. Current trends in the economy should be given to our staff so that they can perform better because I can see the sum of living good and with job satisfaction on our staff. But I want to please do not rest on yours laurels. Do not rest on your laurels. When you graduate students, your joy will be a player for to come back for further studies so that such a person will replicate you. This now leads me to succession in Zenith Bank. So succession is very We should work on it, and we should play on it. Our efforts collectively. On this note, I want to take you back. Thank you very much.

Well, thank you very much. So I would now want to thank each and every one of you for your comments and to invite the Group Managing Director to respond to the issues raised by the various speakers. The GMD, please.

Good morning, esteemed shareholders, ladies and gentlemen. Thank you very much for your continued interest and confidence in Zenith Bank and your comments as well as your questions. During our AGM of 2025, we actually made firm commitments and promise to deliver exceptional results to the shareholders. And today, I am pleased to actually announce that we have fulfilled our promise. Firstly, we promised shareholders that we will pay quantum leap dividend. And we have delivered that mandate with a 100% increase on our dividend payment, which -- thank you very much, sir. So we have really delivered on that mandate by paying 100% dividend, doubling our dividend 100% and we are still poised, we wouldn't do more. And following -- we also made a commitment following our successful capital raise that we are going to apply 35% of the money we raised in global expansion. I am also pleased to announce shareholders today that we have lived up to that commitment. As I speak, we have expanded our footprint in the U.K. to have a Manchester branch. And we have also established a Cote d'Ivoire branch last week. Thank you very much. And we are about to start operation in East Africa. We have concluded acquisition of a profit-making bank in East Africa, which is in Kenya, where we are going to sign off next week to take full ownership of a profit-making bank in Kenya. So with all these expansion strategies, this is very, very deliberate and it is really the same strategy we told the shareholders we are going to deploy in our expansion drive. We have continued to follow our customers' businesses to go to countries where we have opportunity to scale, countries where we can get cultural adaptation easily and countries where we make profit. So our expansion strategy has been very, very deliberate and very strategic. And all the countries where we operate today, all of them are making profit. So we are very conscious of our expansion, and we are doing it very, very strategically. And based on this, most of the milestone we have achieved, you can look at the financials. I'm happy that most shareholders have been able to review that. We have actually grown our customer base to 36.7 million customers, and we have also grown our deposit base to NGN 24.3 trillion. We were able to grow this customer base based on our aggressive mobilization of low-cost funds to be able to grow our risk assets. And when we grow our risk assets, definitely our profit will grow and we pay more dividend to shareholders. So we've been able to do that effectively. We have also remained the most profitable bank in Nigeria with -- thank you very much. We have remained the most profitable bank in Nigeria with profit before tax of NGN 1.26 trillion as at December 2025. Thank you very much. Zenith Bank is the largest bank in Tier 1 capital of NGN 4.17 trillion. And just like the shareholder alluded to recently, Zenith Bank emerged as the bank with the highest market capitalization of NGN 5.5 trillion. Our shares gained over 200% in value. and recapitalization was fully executed. This -- as we speak, Zenith value has really grown, and we are here and we are very determined to ensure we continue to work on shareholders' value. Recently, just like the same shareholders alluded to that there was a significant write-off. And despite that, we are still able to make profit and pay dividend. And we are very committed to continue to do that. We will continue to hold very strong risk discipline. That's what we are doing to ensure that our NPL nonperforming loans is within the regulatory threshold of 5%. So we continue to ensure that our risk discipline is maintained so that we will not book bad loans that will ruin your value. And having said that, we are even looking at how we, as a bank can be more efficient because Zenith Bank is a bank that is strong on corporate governance, and we'll continue to leverage on that to build a sustainable bank that will lead generations to come. I know there are some questions that came up on our cyber security. Recently, in 2024, 2025, we overhauled our IT infrastructure to a more robust infrastructure. And we have the best infrastructure in IT in the entire banking industry, which is very robust and is an IT infrastructure that is well equipped with enough firewalls to ward off cyber attacks. So your investment is very safe with Zenith. We have the technology to prevent that, and we've not had -- and we'll continue to invest in such technologies to ensure that we protect your value. There's another question on cost efficiency. For us in Zenith just like you know, there are some costs that we cannot avoid. We have regulatory costs, which has to do with AMCON and NDIC premium. Those ones are statutory, and we have to continue to pay that. And you observe we pay almost NGN 200 billion in that cost that we cannot avoid is just a function of your size as an institution. But as we all know, too, we know that energy cost has really increased and is impacting on our businesses as well as technology costs. It does not come easy. So -- but at the same time, we are very conscious of the fact that we need to continue to encourage our workforce to build more capabilities and pay our unicorn workforce very well so they can deliver their results. So we are focused on doing that. So that kind of cost is something that we're very conscious of, and we will continue to empower our team. But that notwithstanding, with the robust IT infrastructure that we just finished upgrading and updating, we are going to use it to drive digital technology in all our platforms. We are going to ensure that we use that IT to drive most of our touch points. We are going to ensure that most of all our platforms are able to generate very good support for us to be more efficient and to be able to facilitate our processes so that we can reduce costs. and also improve on services that we deliver to our customers. And talking about write-off, we have -- yes, those loans that we wrote off in the past, we have really started recovering them. And once we do that, we'll be able to put that back in profit and it will help us to pay more dividends. There is a question on -- so dear shareholder, we will continue to work on our global expansion strategy, upholding high standard of corporate governance and building a sustainable institution. As I mentioned earlier on, dear shareholders and investors here present, we are well positioned to deliver a monumental growth to all of you and want to promise that the share value will continue to grow and we'll continue to exceed your expectations. We will continue to exceed your expectation to grow -- we continue to exceed your expectations to grow our top and bottom line so that we'll be able to pay you enhanced dividend. So thank you very much for all your support, and thank you very much for the faith you have in Zenith Bank. We are very confident. We are very confident that we'll continue to deliver on our mandate and continue to pay you the desired and enhanced dividends at all times. Zenith Bank will always be in your best interest. Thank you very much.

Thank you very much, Group CEO. So next, we take resolutions. We will now proceed to vote on the various resolutions for the meeting. Note that a number of proxy forms were received prior to this meeting. We will reflect the voting pattern in the minutes based on the proxy forms received as well as for members present in person here. We will now proceed to vote on the various resolutions for the meeting. I will read out the various resolutions while a member second same. Proceed to vote on each resolution. Those for or against the resolutions will so indicate. The resolutions are as follows: adoption of accounts. Be it resolved that the report of the directors [Audio Gap] [ NRN 12,508.75 ] out of the profit after tax for the 12 months ended 31st December 2025 be and is hereby declared payable on pro rata basis to the shareholders holding fully paid ordinary shares registered in the books of the company at the close of business on the 24th day of April 2026, bringing the total dividend for the financial year [Audio Gap] to NRN 10 and a gross dividend of NGN 410,698,310,000 and that the directors be and are hereby authorized to give effect to this resolution. So I now invite a seconder.

Thank you, Mr. Chairman. [indiscernible] is my name. I right to second that motion. Thank you.

Thank you very much. So those for it. No opposition. Those against? So as the Chairman, I declare the motion carried. Thank you very much. Now the third one is election of new directors. In line with Section 287 of the Companies and Allied Matters Act CAMA 2020, a motion to appoint 2 or more persons as directors based on a single resolution must be unanimous. I move that the directors be elected on a single resolution of members. I now invite a seconder. Yes. The names are Dr. [indiscernible] Independent Non-Executive Director. I think you can stand for identification. And Mr. an Executive Director, stand for identification. Okay.

Chairman, thank you for recognizing this. My name is Patrick. I rise to second the motion.

Thank you very much. Those for it? Those against? So I declare the motion carried. Thank you very much. I further move as for. I think that's what we have taken. Yes, that's what we have taken now. Okay. In line with Section 274 subsection 2 of the Companies and Allied Matters Act, 2020, be it resolved that, a, Dr. an Independent Non-Executive Director; b, Mr. an Executive Director; be and are hereby approved as directors of the bank. I invite a seconder.

Finally, I rise to second that motion. My name is Ms. [indiscernible]. Don't mind my sitting down. I'm always at the side of the staff because they are good. You can't see how far they are like me.

Thank you very much. So those for? Thank you. Those against? So I declare the motion carried. Thank you very much. Then we take remuneration of the auditors. The resolution reads that be it resolved that the directors be and are hereby authorized to fix the remuneration of the auditors. I invite a seconder. This side.

Thank you, Mr. Chairman for giving me the opportunity to speak. My name is. I arise to second the motion.

Thank you very much. Those for? Those against? So I declare the motion carried. Thank you very much. The next is disclosure of the remuneration of managers of the bank. Section 238 of the Companies and Allied Matters Act 2020 provides that at this meeting, the disclosure of remuneration of managers of the company be done. Accordingly, this item is provided for on Page 246 of the financial reports for information of numbers. There is no voting on this item just for your noting. Thank you very much. Now the next is special business general mandate that the resolution reads that the general mandate given to the bank at the previous general meeting to enter into recurrent transactions with related parties or interested persons for the bank's day-to-day operations, especially transactions of revenue or trading nature be and is hereby renewed. So I invite a second to stand from this side.

I would have gotten angry with you, but I've calmed down. My name is [indiscernible] all the way from [indiscernible] state. I rise to second the motion. Thank you.

Thank you very much. Those for? Those against? Okay. I declare that motion carried. Now the next is directors' fee. The resolution reads thus, be it resolved that the directors' fee for the 2026 financial year be and is hereby fixed at NGN 60 million only for each director. I invite a seconder. You, sir?

Thank you, our beautiful Chair. [indiscernible] is my name. I second the motion. Thank you. God bless you.

Thank you very much. So those for? Okay. I think the company Secretary will handle that. So please.

Okay. I will take the resolution again. Be it resolved that the directors' fee for the 2026 financial year, be and is hereby fixed at NGN 60 million only for each director. Seconder, please.

Thank you, my interim Chairman. My name is [indiscernible]. I second that motion.

Those for? Those against? Mr. Chairman, that motion is carried. Thank you, sir.

Thank you very much, Company Secretary. So we go to the next item that is election of the Audit Committee. The Companies and Allied Matters Act 2020 Section 404 subsection 3 requires that the Audit Committee of the bank be made up of 2 nonexecutive directors and 3 shareholders' representatives. The directors' representatives for the Audit Committee for this new financial year will be a, I think you should stand up for recognition once again. Ms. Pamela. Where is Pamela? Stand up for recognition. Okay. Thank you. A number of nominations were also received from the shareholders in the office of the Company Secretary. However, beyond some withdrawals, the following met the 21 days requirements as stated in the Notice of Meeting. Mrs., professor Leonard and Mr. These are the valid nominations and they stand unopposed and are hereby elected. So this marks the end of the business of this meeting. Let me use this -- the opportunity to thank shareholders for their time. I now invite for closing prayers. Can somebody give us the closing prayers?

[Foreign Language] I pray god almighty Allah to return us to our various destinations happily. We appreciate our outgoing Chairman, Mr. Jim Ovia, who is the founder of this bank, and we are still enjoying his sweat and work he has done for many years, and we are still appreciating him for what we are receiving as capital appreciation and dividend. I wish you good health, long life and prosperity, Mr. Chairman, and also during your retirement in office, we wish you well. We hope god willing next year, you will come and join us here. We are smiling with you for doubling dividend from our wonderful lady, Mrs. Adaora. What man can do, woman can do more. We appreciate you. We appreciate our Company Secretary and the Secretariat. We appreciate the incoming Chairman. We hope, we pray for you, you will took over where Mr. Jim Ovia stopped because the last AGM now is by Jim Ovia. Today, we received last dividend of NGN 10. So we hope by god willing, next year, we will watch your own dividend. I pray god almighty to my return to us to our various destinations safely. [Foreign Language] Thank you very much.

National anthem, please.