Good morning. Please, let us pray.
Good morning, everybody. I'd like to invite Chief Timothy Addison to kindly say the opening prayer.
Thank you for bringing us together to deliberate on our investment, Guaranty Trust Holding Company. We especially thank you for the leadership role you are putting this company to achieve. We thank you for the life of our chairman, 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 bank. Father, accept our praise in Jesus' name. We also thank you for the kind of results this company is achieving. We thank you. You are putting us in a leadership position, and we are praying that you will continue to stand with us, stand by us, and always lead us arise in Jesus' name.
I pray that the Spirit of the Lord will continue to guide all our directors, the Chairman, Mr. Oyinlola , Mr. Segun Agbaje, and all the people contributing to the progress of this our company, Guaranty Trust Holding Company. Father, be with us in this meeting, and everything that we shall do shall be led and guided by your Holy Spirit. These are the other things we ask for in the name of our Lord Jesus Christ. Amen. Please, I would like—this, last year. He has been snatched away by the cold hands of death. Let us observe one minute silence for him, Mr. Tony Verbmousse, that the Lord God may grant him eternal rest. One minute silence, please. May his gentle soul rest in peace. Amen. Thank you very much. Thank you.
Thank you, sir. May God 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 consultants, Deloitte & Touche, observers, gentlemen of the press, ladies and gentlemen. It's a great pleasure to bid you all 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 direct, 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 at this meeting by introducing members of the board as well as our officers, the representatives of the regulatory authorities, and the advisors of our company. I will start by introducing the directors of the company. We have Mr. Segun Agbaje, our Group CEO. Segun, you're welcome. Mr. Suleiman Barau, an independent non-executive director of the company. Mrs. Hélène Bouygues, an independent non-executive director of our company.
Mrs Katherine Echeozo, a non-executive director of our company. Mr. Adebanji Adeniyi, an executive director of our company. Mr. Eri Upebeduo, 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 Olufisola Folaiono, representing Datamax Registrars Limited. We have Sandra Mbagwu Fagbemi, shareholders' representative and Chairperson of the Statutory Audit Committee of the company. May I now introduce myself? My name is Hezekiah Shola Onyilola, Chairman of the Board of Directors. May I, at this point, call upon the Company Secretary to read the notice convening this meeting? Eri.
Good morning, distinguished shareholders. Notice of annual general meeting. Notice is hereby given that the fourth annual general meeting of Guaranty Trust Holding Company will hold virtually via https://www.gtcoplc.com/gtco/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, be and are hereby granted a general mandate in respect of all recurring 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. Seven, that non-executive directors' remuneration for the financial year ending December 31st, 2025, and for succeeding years until reviewed by the company in its annual general meeting, be and 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 stead. 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, Datamax Registrars Limited, number 2C, Baghdad Express Road, Baghdad Phase 1, Lagos State, not less than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the annual report. The company will bear the cost of stamping of all its duly completed and signed proxy forms submitted within the stipulated time 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. Save as herein otherwise provided, a quorum for any general meeting of the company shall be formed when there 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 CAMA, as amended, to enable public companies to conduct their 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 the online platform. Please state your name once you have been called upon to speak. You can also type in your questions in the Q&A window, which can be accessed 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's statement for the year ended December 31, 2024, copies of which have been previously circulated to shareholders and suggest that they be taken as read. As said, I've 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 Mr. Olumide Oshikoya, Ernst & Young, to read the report of the auditor, which I believe is presented on pages 119- 125 of the annual report. Mr. Oshikoya.
Shareholders, and good morning, Chairman. I will be reading the independent auditor's report on the audit of the Consolidated and Separate Financial Statement, which is contained on pages 119- 125. I would also be reading the independent auditor's attestation report on management assessment of internal control over financial reporting, which is contained on pages 117- 118. I will only be reading its pertinent sections, and I will consider other sections as read. Now, the independent auditor's attestation report on management assessment of internal control over financial reporting to the shareholders of Guaranty Trust Holding Company Plc. Scope.
We've been engaged by Guaranty Trust Holding Company, the company, to perform an independent assurance engagement based on international standards on assurance engagement, audit and audit or reviews of historical financial information, ISA 3000 revised, and Financial Reporting Council of Nigeria FRC guidance on assurance engagement reports on internal control of financial reporting. Year, in fact, towards the engagement to report on Guaranty Trust Holding Company's internal control over financial reporting, ICFR, the subject matter. Contained in Guaranty Trust Holding Company, the group's management assessment on internal control of financial reporting as at December 2025, the report. I will then skip to the next page where I will read our conclusion. Conclusion and consider other sections as read.
In conclusion, nothing has come to our attention to indicate that the internal control of financial reporting put in place by management is not adequate as of 31st of December 2024, based on the requirement of Committee of Sponsoring Organizations of the Trade Group Commission, COSO framework, and SEI guidance on 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 and its subsidiaries for the year ended 31st of December 2024, and we expressed an unmodified opinion in our report dated 28 March 2025. Our conclusion is not modified in respect of this matter. Signed by Antonio Puta, 28 March 2025.
I hereby move to the independent auditor's report to the shareholders of Guaranty Trust Holding Company Plc report on the audit of Consolidated and Separate Financial Statements, which is contained in.
What name did you join me? What name did you join? What name? What's your name?
Opinion.
Yes. What name?
I've audited the Consolidated and Separate Financial Statements of Guaranty Trust Holding Company, the company, and its subsidiaries together the group, which comprise the Consolidated and Separate Statements of Financial Position as at 31st of December 2024, and the Consolidated and Separate Income Statements, the Consolidated and Separate Statements of all the comprehensive income, the Consolidated and Separate Statements of Changes in Equity, and Consolidated and Separate Statements of Cash Flows for the year ended 31st of 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 of December 2024, and its Consolidated and Separate Financial Performance and Consolidated and Separate Cash Flows for the year ended 31st of 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 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 business opinion as read. Key audit matters section as read, where we have impairment of loans and advances to customers and implementation of new core banking application with impact on 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. Now to the report on the other legal and regulatory requirement, which is contained on page 3124. In accordance with the requirement of the fifth schedule of the 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 insofar 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 Statements, Consolidated and Separate Statements of other comprehensive 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 2020, so as 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 circulars issued by the Central Bank of Nigeria, we confirm that related party transactions and balances are disclosed in note 44 of the Consolidated and Separate Financial Statements in compliance with Central Bank of Nigeria Circular number BSD/1/2004.
We confirm that returns of customer complaints of Guaranty Trust Bank Limited, a wholly owned subsidiary of Guaranty Trust Holding Company, are disclosed on page 31, complaints and feedback, and page 294, other information, complaints and feedback in compliance with Central Bank of Nigeria Circular number PDR/DIR/CIR/01/20. We confirm that, as disclosed in note 45, to the Consolidated and Separate Financial Statements, the company and Guaranty Trust Bank Limited paid penalties 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 of December 2024, signed by Antonio Puta, 28 March 2025. Thank you.
Thank you very much, Mr. Oshikoya. I will now invite Mrs. Sandra Mbagwu Fagbemi, the Chairperson of the Statutory Audit Committee, to read the Statutory Audit Committee report. Mrs. Vertra.
Thank you, my chairman. Thank you, chairman. The report of the Statutory Audit Committee for the year ended December 31st, 2024, to the members of Guaranty Trust Holding Company. In accordance with the provisions of section 4047 of the Companies and Allied Matters Act 2004, the members of the Audit Committee of Guaranty Trust Holding Company hereby report as follows. We have exercised our statutory functions under section 4047 of the Companies and 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 audits for the year ended December 31st, 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 18 February 2004, on disclosure of directors-related credits in the financial statements of companies, and hereby confirm that an aggregate amount of NGN 177,375,000 was outstanding as of 31st December 2024. The aggregate amount, the corresponding figure for the year December 31st, 2023, was NGN 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 course 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's 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, Aladji Eme Ousmane, Mrs. Aderonke Kuye, who are shareholders' representatives, and Mrs. Celine Briggs and Mrs. Katherine Echeozo, directors' representatives. Thank you, Mr. Chairman. That's the end of our report.
Now, invite Mrs. Ibukunbi Croft, representative for 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. It's on page 97 of your pack. Deloitte & 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 of December 2024. The scope of our review included an assessment of the structure, mandates, 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 survey 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 extant Code of Corporate Governance. We have also ascertained that the key board functionaries, that is, the board and board committees still percent, and the board committees met their responsibilities under the codes and the governance structure in Guaranty Trust Holdco.
The report further highlights details of our review activities, observations, and some recommendations for the board and executive management action for sustained improvement to the performance of the board, corporate governance, and secretarial functions of Guaranty Trust Holding Company. 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 reveal 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, Ibukunbi Croft, 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. We are going to take questions from my 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. Indicate your intention to ask questions by using the raised hand button on the online platform or by typing your questions in the Q&A window. I hereby request that if questions are being asked on the annual report in 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 you 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 we call upon, should kindly state his or her name before asking any question. I now invite shareholders to ask their questions to our Group CEO. How is this going?
Hello, Mr. Chairman. Hello. Good morning.
Good morning. You're on.
Okay. Thank you, Mr. Chairman. My name is Bisi Bakare. I'm the National Coordinator of Pragmatic Shareholders Association of Nigeria. Good morning, Mr. Chairman, Board of Directors, Regulatory Authorities present, distinguished shareholders. Good morning to every one of you. Mr. Chairman, I would like to start my comments by commending the board, management, and staff of Guaranty Trust Holding Company for their stellar performance and resilience in the face of adversity. In addition, sir, I want to commend the remarkable financial performance of Guaranty Trust Holding Company, which grew its gross earnings by 81%. That is on page 50, so NGN 2.14 trillion. This was achieved through the growth in the loan book by 12.3% from NGN 2.48 trillion to NGN 2.77 trillion, with growth in total assets and shareholders' fund by NGN 14.8 trillion and NGN 2.7 trillion respectively. This is highly commendable, sir. I will go straight to page 6 of the annual report and account.
That is on dividend. I want to join these shareholders of Guaranty Trust Holding Company in commending the board for the proposed final dividend declaration of NGN 0.0793, which brings the total dividend payment to NGN 0.0893 from NGN 0.0320 paid last year. This is an increase of about 60% over the previous dividend. This is the highest dividend payment in the history of Guaranty Trust Holding Company. We shareholders applaud the entire board management for this wonderful achievement. Page 23. On page 23, that is on the 2025 outlook. I want to ask that, how do you hope to sustain this stellar financial performance, unlock period financial market opportunities, invest in 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 emerging risks such as cyber security threats and climate change to ensure watertight security measures that safeguard systems and stakeholders' fund? Page 129. What is GTCO doing to manage non-performing loans and reduce credit risk? How do you hope or how do you plan to leverage technology to improve customer experience and operational efficiency? In addition, sir, I want to commend GTCO for being the first financial institution to cross the NGN 1 trillion profit mark. This is highly commendable, Mr. Chairman. On that note, I want to really commend the entire board, management, and staff of GTCO for the excellent results. Page 25 and 30. I want to ask that, are we considering our bank expansion into more African countries, taking advantage of our digital strengths and the need to harness fast business opportunities available?
Lastly, on a final note, I would like to congratulate our company, Guaranty Trust Holding Company, 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.
Online or real? The Chairman of our noble company, Guaranty Trust Holding Company.
You're welcome, Chief.
PSC. I thank the board, staff, and management of this bank for working on four key financial areas of banking, funds management, pensions, and payments. Working on these four, you have been able to give us the kind of results which we have never had before. To you, management and staff of Guaranty Trust Holding Company, we say thank you very much for the kind of results we are considering. 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-income ratio of 24, cost-to-income ratio of 24.20% from what it was before, which was about 48.14% in year 2022.
In year 2023, it rose to 39.49%. Today, the income-to-cost ratio has been reduced to 24.20%. Hence, you are able to give us the kind of dividend of NGN 0.0893, which we have never experienced before, both in Guaranty Trust Holding Company or in any other financial institution investments. We cannot but 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 result. Achieving this result is not what is even important, but their willingness to distribute the size of dividend they are giving to us. The payment of dividend depends on the decision of the board and management of the board if they deem it fit. We appreciate you deem it fit to make us richer. May the Lord God continue to bless you and all yours.
Anything you put your hands in will always thrive 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 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. We also cannot forget to thank you on your social responsibilities and different shares of your operations. The operations of the bank have been very excellent. You build on the three pillars of success, which is your operational excellence, discipline, risk management, and the relentless focus on customer-centric innovations. We thank you, and we pray that God will continue to uphold the staff, board, management, and the stakeholders of Guaranty Trust Holding Company.
Thank you very much. Thank you. Thank you, sir, very much. Thank you very much on behalf of this board and the management and the entire team. We also thank you for the shareholders' endorsement and support. Next question, please. Let me know.
Yes, Mr. Chairman.
Yes, you are.
Mr. Chairman, are you hearing me?
We are hearing you loud and clear.
Mr. Chairman, good morning. Happy to see you.
Same here.
Group MD, good morning. The other directors, happy to see you, Virtua. Mr. Chairman, I want to commend the board for the good results we are considering this very morning. GTCO have done very well as a holding company, and our bank, the subsidiaries, have done very well. I want to commend you for the NGN 0.0893 final we are receiving today, having paid NGN 0.0193 during the course of the year, and the final you are giving to us. I think that's one of the highest in the industry. Very commendable. Mr. Chairman, I have sent any questions through the company secretary. I don't want to bore you, but I want to mention one of the germane issues that our bank industry has faced. On page 259, Mr. Chairman, that's got to do with the income expenses, NGN 33.6 billion against NGN 27.3 billion in the previous year.
What are we doing to address this issue? I want to ask a question today as a holding company. Do we have any thought that income will take away from us, that we are paying this good of money year in, year out with the income? Based on the good profit you made this year, that has increased automatically. That means if the profit before tax is running from NGN 2 trillion income this 2025 that we are 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. The income at least is duplicated to the industry. Because somebody cannot come and read what the law says. We have been hammering on this case over the years, and nobody wants to listen to us. It has been in dead years.
If this money is here today, we are adjusting and celebrating NGN 0.0893. At least we would have done more than that. We would have doubled our payout dividend because this company is a listening company. The board listens, and they know where they should pinch it to the shareholders and rewarding them adequately. Mr. Chairman, what are we going to do in making sure income exists from taking these good sums of money from shareholders? Mr. Chairman, that is very, very important. On the same on that page, 259, that got to do with the insurance premium, which is a deposit insurance premium. That one is understandable, Mr. Chairman. NGN 21.9 billion at against NGN 17 billion in previous year. Yes, that one can understand it because it's deposit insurance. It's doing a little. At least now 50,000 deposit insured with every depositor when the bank failed.
They've been paying it and paying subsequently bonuses when they realize from asset stripping or sale, they're able to make up to pay depositors. In income, we are not seeing anything of that sort of nature. They are packing out billions because what income takes is more than what NDS that insured depositor takes year in, year out. This cannot continue, Mr. Chairman. We have a calling on the federal government to leave income to exit. They are still appointing the board. They are still appointing the MD, which the bankers' committee does all that for it. At the same time, we have a whopping sum of money in page 295. Mr. Chairman, that's 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 at against NGN 1.6 trillion in previous year.
That is a restrictive fund that you have with CBN, and you cannot make use of it. I want to ask the Group MD, since you represent on the bank, I mean, the MD of the bank represents us in the bankers' committee. Are we standing any interest on those restrictive funds with CBN? I want to know. If they have even paid 1% or 0%, 0.1%, that was something that we can come straight and also easy to pay dividend or do our businesses. If you have this money today to deploy in doing business, how much earning are we going to have? That would double. We're talking about NGN 2 trillion made on earning. That should have been doubled. Maybe we're looking at about NGN 3 trillion or NGN NGN 4 trillion. Mr. Chairman, these regulators are killing the industry. They're not minded on what investors are suffering today.
You raise to the market to raise funds. At the same time, you pay all the etc., etc. You see them before you came first, say, "Pay this and that and that," all regulators. The way they are fining banks today, because we're talking about banks as subsidiaries, the main source of our income. Thank God we have the regional leaders in GT Hoger today. We have now our pay points. That is HabariPay is doing very well. I want to commend them for excellent job that subsidiary is doing to contribute to the Hoger growth. Excellent performance for that company. Because, Mr. Chairman, technology is the end team. We want to thank them for what they're doing. I want to urge the pension fund managers of our company to double their effort in bringing an income supporting the group.
I want to commend these companies for their resilience, for showing that, yes, establishing them, we're not losing trust. 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 has gone high in Nigeria today. Any company that within the stance and able to propose higher dividend should be commendable. Mr. Chairman, I want also to thank you for the prudence you have been seeing in running the company, even though they doubled any growth. Mr. Chairman, look at previously. All 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 fulfilling this high cost of doing business in Nigeria. Mr. Chairman, I am also worried that it's not all details. When we're talking of income, it's not details.
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 into NGN 1 million last year, but this year, NGN 65 million on the company. I think Ernst & Young should do all 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 that they should be increasing every year. Occupancy cost, Mr. Chairman, we should also watch that. NGN 17.2 billion occupancy cost as against NGN 9.8 billion. That's also growing astronomically. We need to watch that. Mr. Chairman, on page 96, we want also to thank you for giving back to the society in which you operated 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 these good news to other geographical areas, not only on the corporate bodies, but also to lend privilege in society. Thank you for the educational support. Mr. Chairman, what baffles me here is the security. What we are doing to security support, almost NGN 100 million, but still we have security challenges. The company cannot withdraw out money every year to supporting security organization, but still to provide our operational branches, we need to pay those who are very higher, private securities, and see we are donning out money to security. Security is a challenge of government. These corporate bodies who have been donating out, they must make good use of it to deploy security to our branches. We're spending a lot since yesterday.
People do not have electricity in their home, but that is sort of why they want to have solar energy. That means national grid has collapsed completely. Look at the half-money branches we have. They are on diesel every day, every hour, on diesel doing their business.
Mr. Hokezie, please restrict yourself to the—oh, you've got—okay, sorry.
I spend a lot to the society.
Could you end your contribution so we can take one more note?
We're done. We're done.
Online questions as well, which we want to incorporate into the.
Yes. 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 and the dividends of NGN 8.93 Kobo. Thank you very much. You have a lot of very difficult questions, but I will try. How will we sustain these results? 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 holding company.
It's funny when I hear the accolades today about going holding company because I remember three 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. I think the results have been to show you that the diversification of earnings into a holding company and outside of Nigeria started to work very well. 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. 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. Cyber risk remains a clear and present danger for any financial institution. NPLs, I think our NPLs are 5.2%. IFRS, I mean, we have a completely derisked loan book at this point. If you take our stage two loans, they are now 2.6% down from 16.3%. 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 two. Awards, thank you very much. Awards belong to the staff, management, and the board. On their behalf, I will take the accolades. Chief Adesina, you are 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. We have very tight expense controls. We have very tight costs. 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. 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. Selfishly, we will continue to do the same. Capital adequacy of 39% is strong. Thank you very much. CSR, we will continue to work on CSR. Where you make money in an environment, you owe that environment. We will continue to give back.
Hopefully, if we ever run into trouble, which we do from time to time, the same communities will support us. 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're about great experiences now. It is about delighting the customer. It's about doing everything we're doing around the organization that 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. Boniface Hokezie, again, congratulations to the board and management for the results and the dividends. 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. We will try to obviously work and see whether AMCON's time has passed or AMCON's time is still here. Your AMCON levy is just a point of correction. It's really not based on your profitability. It's based on your balance sheet size. You are right, though. We'll grow. If we get more successful, that 0.5% of balance sheet size will grow. 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 have 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'll continue to grow, continue to add to group profitability. We have targets for where we'd like them to be in about three 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've seen. Audit fees of Ernst & Young, I will appeal to them on your behalf, not to increase audit fees every year. I am glad you acknowledge that they're doing a great job, and the organization is growing, and the work they're doing and the complexity of the job continues to grow. CSR into more regions, we continue to do that. I think from year to year, we have expanded CSR. We used to be accused of only doing it in Lagos. If you look, our CSR is a bit more outside of Lagos. We had some online questions come in. The first one's from Ayola Gilbert Olufemi.
He says, "Growth earnings of PBT have nearly doubled in three 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 cost under control, which means transactions are growing. Those are the key drivers of growth. We're keeping cost 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. As an organization, we're probably a low to medium risk organization in terms of credit. Are we happy with 12% growth? I think for 2024, we are. 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. 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.
What you should concentrate on is what the overall net interest margin is. The net interest margin for Guaranty Trust was 10.8%. I think we're working the earning assets of our balance sheet quite well. Capital adequacy. You say we're total equity up 83%. How will we capitalize this 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 non-banking subsidiaries align with the group's diversification strategy? I think I've answered that question. Today, they're approaching 2% of group in three years. 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. If in three years the non-banking 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. There is another question about assets under management more than doubling. Yes, they are doubling, and it is doubling on both the institutional and retail side. I have another question from Mohammed. He says, "Regarding the last share sales, what is the current status of the allocation process for participants who have not yet received confirmation or 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 qualify.
I have 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. Chidi Jude Ogbuna. I bought a share in GTBank in 2024. I'm unable to log in the shareholders' login. Please, what is the problem? I wish I could tell you all. I have to blame those who are running the technology desk for that. I have Ibique Robots Adinuba. A shareholder, we want to leave questions to those who look at figures and numbers. I look at volume and value. Mine is to commend the quantum leap of our great bank, Guaranty Trust. Kudos to board, management, and staff. Best wishes to all. Thank you very much.
The last one is from Adisio Adidao. He 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 banker's tariff. Thank you very much.
Certainly, and congratulations on behalf of shareholders and stakeholders, I should say, and this board. 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 this house, as listed by our company secretary earlier in the morning.
In the exercise of the powers conferred on me by virtue of Section 248(1)(a) of the Companies and Allied Matters Act, I would call a poll on resolutions one, two, three, four, six, and seven. Voting on the resolutions will be by 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. It's 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. 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 the resolution, or abstain if you do not wish to vote on this resolution. Then click on submit to cast your vote. Voting on each resolution will be open for one minute, and you'll be allowed to change your vote during that one minute until the voting period elapses.
Please remember to click submit to save your vote for that particular resolution. We have put together a short video explaining the voting process. This is part of corporate governance and shareholder democracy. 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. The video on the use of the platform will now be played.
Welcome. This video provides a step-by-step guide on how to participate in the online voting process for the GTCO annual general meeting. Before voting begins, please return to the login page and confirm that your dashboard is active and displaying the app correctly. Before the voting process commences, shareholders are advised to refresh their browser.
When the voting process commences, the specific resolution being voted upon will appear on your screen with the voting options for, against, and abstain displayed. Kindly select the option of your choice and click on the submit button. Voting will be open for one minute only, and you can change your voting option before the voting period elapses. Please remember to click on the submit button to save your vote. Thank you.
That must be an anomaly. Okay. 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. We will announce those results as the voting process, as the registrar informs and updates us.
We will proceed with the first resolution to receive the audited financial statements for the year, December 31, 2024, and the reports with directors, auditors, and the statutory audit committee thereon. May I have a seconder for the motion?
I'm Bora Njadjala hereby seconding the motion.
Thank you, Mr. Njadjala. We are ready to vote. Please vote now. Can you see the one minute? I can see. Oh, 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.
Now proceed to the second resolution, an important one, to pay a final dividend in the sum of NGN 7.03 to the ordinary shareholders whose names appear in the company's 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 for ordinary share of 50 kobo each. May I have a seconder for the motion?
I'm serving Mr. Chamba. My name is Mrs. Bisi Bakare, a seconding motion. Thank you, sir.
Thank you very much for that secondment. We will now second the voting process, and voting results will be announced at the end by the registrar as usual. Please vote now to declare a dividend. Stop vote now by the 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. 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 50 kobo each, has been duly carried. The next resolution is for shareholders' approval. It is Resolution 3 to authorize directors to fix the remuneration of the auditors. We heard the 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 Uluwashi Mthusa Omyolari Konsalami. I hereby second the motion. Thank you. Thank you very much. We have the motion on the floor. We will now commence the e-voting process. Please vote now. It's a long one minute. Yes. Stop vote, and then Madam Registrar is reading us the results. We have about 100% of 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. Chief Timothy. Chief Timothy Adesina, so second. Thank you, Chief. We will now commence the e-voting process again. Please vote now for the next one minute. Head 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, that's the group, be 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 day 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 Jamaka Kaluota, and I hereby second the motion.
Thank you. Thank you, Mr. Logan. Shall we then commence the voting for the next one minute? 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 number six is hereby duly carried. The next resolution for shareholders' approval is Resolution 7. I read the resolution as follows: that non-executive 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 directors' fees and sitting allowances. May I have a seconder for the motion? Mr. Chairman. I was getting worried there. Mr. Chairman. Please go ahead. My name is Kabir Abdullah Itambe, shareholder from Socoteo State. I hereby second the motion, Mr. Chairman. I also 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 comments now, please? Is it the same as last year? Is it the same as last year, the directors' pay? Voting is over now. May we have the results, please?
We have a total of 14.921 billion units of shares, representing 99.57% of the total votes cast in favor of the resolution. Twenty-four 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 five members, consisting of three representatives of the shareholders of the company and two non-executive 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. We received three valid nominations by the secretary for election into the Statutory Audit Committee. The nominees are Sandra Mbagwu Fagbemi, the incumbent chairperson, nominated by Balaji Ajala. Aladji Eme Ousmane, nominated by Boluwati Fera Deshona. Aderonke Kuye, third nominee, nominated by Omawumi Ololate.
In view of the fact that only three qualified nominations for representatives of shareholders of the Statutory Audit Committee were received for the three vacancies available, there shall be no need for elections. Accordingly, Mrs. Sandra Mbagwu Fagbemi, Aladji Eme Ousmane, 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, and esteemed board members. 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, 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 deposed in us by you, our valued shareholders. As I take a bow from this role, I do so confident 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 operation. 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 GTCO since its restructuring as a holding company. 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. I thank you once again for the opportunity to serve, and I remain forever proud to have been a part of this GTCO story. Thank you very much. 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.