Good morning, esteemed shareholders, proxies, representatives of regulatory authorities, the Central Bank of Nigeria, the Nigerian Exchange, the Securities and Exchange Commission, the Nigeria Deposit Insurance Corporation, and the Corporate Affairs Commission. Our auditors, Ernst & Young, external consultant, Deloitte & Touche, observers, gentlemen of the press, ladies and gentlemen. It gives me great pleasure to bid you all a very warm welcome to the fifth annual general meeting of our great company, Guaranty Trust Holding Company Plc. I would like to draw attention to the register of shareholders of the company, which is available for inspection. I would also like to draw attention to the register of our Directors' shareholding, which is available for inspection in compliance with Section 301, Cap 8 of the Companies and Allied Matters Act 2020.
I also draw attention to the register of Directors, attendance of meetings, which is available for inspection pursuant to Section 284, Cap 2 of the Companies and Allied Matters Act 2020. In line with our tradition, I would like to commence proceedings at this meeting by introducing Members of the Board as well as officers, representatives of the regulatory authorities, and advisors of our company. I'd like to start by introducing Directors of the company. We have Mr. Segun Agbaje , the Group CEO of our company.
Thank you, sir.
Welcome. We have Mrs. Catherine Echeozo , a Non-Executive Director of our company. Mr. Babatunde Soyoye , an Independent Non-Executive Director of our company. Mrs. Marie Namias , an Independent Non-Executive Director of our company. Welcome. Mr. Adebanji Adeniyi , an ex-Executive Director of the company. Mr. Erhi Obebeduo , the Company Secretary of our company. We have our representatives of the Central Bank of Nigeria, Securities and Exchange Commission, Corporate Affairs Commission, Nigerian Exchange Limited, Nigeria Deposit Insurance Corporation. I will now also introduce our partners. First, we have our auditors, Messrs. Ernst & Young. We have our external consultant, Messrs. Deloitte & Touche. They do the appraisal of the board. Next is Mrs. Olufisola Folayan, representing DataMax Registrars Limited. We have Mrs. Sandra Mbagwu-Fagbemi , shareholders' R epresentative and Chairman of the Statutory Audit Committee of the company. May I now introduce myself. My name is Suleiman Barau.
I'm the Chairman of the Board, by grace and by the grace of God. May I, at this point, call upon the Company Secretary the notice convening this meeting.
Good morning, esteemed shareholders.
The mic is not loud enough.
Good morning, esteemed shareholders, regulators, and observers. Notice of annual general meeting. Notice is hereby given that the fifth annual general meeting of Guaranty Trust Holding Company Plc will hold virtually on Tuesday, April 28th, 2026, at 10:00 A.M. to transact the following business. Ordinary business. To receive the Audited Financial Statement for the year ended December 31, 2025, and the Reports of the Directors, Auditors, and Statutory Audit Committee thereon. 2, to declare a dividend. 3, to elect/ re-elect Directors. 4, to authorize Directors to fix the remuneration of the Auditors. 5, to disclose the Remuneration of Managers of the Company. 6, to elect Members of the Statutory Audit Committee.
Special business. 7, that in compliance with the rule of the Nigerian Exchange Limited governing transactions with related parties or interested persons, the company and its related entities are hereby granted a general mandate in respect of all recurring transactions entered into with a related party or interested person. Provided such transactions 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. 8, that the Non-Executive Directors' remuneration for the financial year ending December 31, 2026, and for succeeding years until reviewed by the company in its annual general meeting, is hereby fixed at NGN 334 million annually.
Proxy. A m ember 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, No. 2c, Gbagada Express Road, Gbagada 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 duly completed and signed proxy forms submitted within the stipulated time. By the order of the board, Erhi Obebeduo , Company Secretary. Thank you.
Thank you very much. I would like to draw your attention to Section 51, Cap A, 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 where 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 1,931 shareholders representing 55% of the company's issued shares were present at the commencement of this meeting.
Out of which, 1,288 shareholders are present in person, while 643 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 (Miscellaneous Provisions) Act, Section 240, Cap 2, of the Companies and Allied Matters Act 2020 was amended to enable public companies to conduct their general meetings electronically. Shareholders should note that all microphones will automatically be muted throughout the duration of the meeting, except when permission has been granted to speak. You may request permission to speak to ask questions during the question- and- answer session by clicking the Raise Hand button on the online platform.
Please note that your name , p lease state your name once you are called upon to speak. You can also type in your question in the question and answer window, which can now be accessed via the Q&A icon. Thank you very much. I have the pleasure of presenting the audited financial statements and Directors' report of the company, as well as chairman's statement for the year ended December 31, 2025, copies of which had been previously circulated to shareholders, and suggest that they may be taken as read.
Take it as read, Mr. Chairman.
I now lay before you the Directors' report and the audited accounts of the company for the year ended December 31st, 2025, in accordance with the Companies and Allied Matters Act and the company's Articles of Association. I invite Mr. Olumide Oshikoya, representative of our auditor, Ernst & Young, to please read the report of the auditor. Thank you.
Thank you, Mr. Chairman. Good morning to the esteemed shareholders of Guaranty Trust Holding Company Plc. My name is Olumide Oshikoya, and I'll be reading specific sections of the independent auditor's attestation report on Management's assessment of internal control over financial reporting, which is contained in pages 114 to pages 116. I'll also be reading the independent auditor's report as contained in pages 117 to 123. The independent auditor's attestation report on Management's assessment of internal control over financial reporting to the shareholders of Guaranty Trust Holding Company Plc. With the permission of the shareholders, I would consider certain sections as read, and I will be focusing on specific sections. I would consider the scope as read on pages 114.
I would consider the criteria applied by Guaranty Trust Holding Company Plc as read. To the next page, Guaranty Trust Holding Company's responsibility as read. Our own responsibilities as read. Our independence and quality Management as read. The description of procedures performed as read. Now to page 116. Conclusion. In conclusion, nothing has come to our attention to indicate that control of financial reporting put in place by Management is not adequate as of 31 December 2025 based on the requirements of Committee of Sponsoring Organizations of the Treadway Commission, COSO framework, and set guidance on Management report on internal control of financial reporting.
Other matters. We have also audited in accordance with the International Standards on Auditing, the annual financial statement for the year ended 31 December 2025 of Guaranty Trust Holding Company Plc, and we expressed an unmodified opinion in our auditor's report dated 31 March 2026. Our conclusion is not modified in respect of this matter. Signed by Olumide Oshikoya , 31 March 2026. Now to the independent auditor's report on the financial statements. Reports, which is contained on pages 117. Report on the audit of the consolidated and separate financial statements. Opinion.
We have audited the consolidated and separate financial statements of Guaranty Trust Holding Company Plc, the company, and its subsidiaries together, the group, which comprise the consolidated and separate statements of financial position as at 31 December 2025 and the consolidated and separate income statements and consolidated and separate statements of other comprehensive income, the consolidated and separate statements of changes in equity, and the consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including material accounting policy information.
In our opinion, the company's consolidated and separate financial statement give a true and fair view of the consolidated and separate financial position of the group and the company as at 31 December 2025 and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS accounting standards as issued by the International Accounting 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. The basis for opinion. We conducted our audit in accordance with International Standards on Auditing, ISAs.
Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the consolidated and separate financial statement section of our report. We are independent of the group and the company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants, including International Independent Standards, IESBA code, as applicable to audits or financial statements of public interest entities, together with the ethical requirements that are relevant to our audit of the consolidated and separate financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide the basis for our opinion. The audit matter section is deemed as read, and which takes us to pages 120.
Other information section is considered as read. Responsibilities of the Directors for the consolidated and separate financial statement is deemed as read. Auditor's responsibilities for the audit of the consolidated and separate financial statement is deemed as read. Now I move to page 122, where I read the report on other legal and regulatory requirements. 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 purposes 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 my examination of those books, we confirm that the consolidated and separate statements of financial position and the consolidated and separate income statements and the consolidated and separate statements of other comprehensive income are in agreement with the books of account. In our opinion, the consolidated and separate financial statements have been prepared in accordance with the provision 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 the related party transactions and balances are disclosed in note 44 to the consolidated and separate financial statements in compliance with Central Bank of Nigeria circular number BSC/1/2004.
We confirm that returns on customers' complaints on Guaranty Trust Bank Limited, a wholly owned subsidiary of Guaranty Trust Holding Company Plc, are disclosed on pages 41-43 of the financial statements and pages 13-14, other information contained in the financial statements. Activities of card operations, section 5.2, types of complaints and remedial measures taken in compliance with Central Bank of Nigeria circular number PDRA/DIR/CIR/01/20. We confirm that as stated in note 45 to the consolidated and separate financial statement, Guaranty Trust Bank Limited paid penalty in respect of the 2023 CBN Risk Asset Examination on the bank. Signed by Olumide Oshikoya , 31 March 2026. Thank you.
Thank you very much, Mr. Oshikoya . I now invite Mrs. Sandra Mbagwu-Fagbemi , the Chairman of the Statutory Audit Committee, to read the Statutory Audit Committee report. Is she on? [inaudible] Is she on?
Chairman, the network is not good. We are not hearing.
Good morning, Mr. Chairman. Good morning, distinguished shareholders and panelists. Please permit me to stand on existing protocol as I present the report of the audit committee for the year ended December 31st, 2025. To the members of Guaranty Trust Holding Company Plc. In accordance with the provisions of Section 404, subsection 7 of the Companies and Allied Matters Act 2020, the members of the audit committee of Guaranty Trust Holding Company Plc hereby report as follows. We have exercised our statutory functions under Section 404 of the Companies and Allied Matters Act 2020, 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 companies, company and group, and are in accordance with legal requirements and agreed ethical practices, and that the scope and planning of both the external and internal auditors for the year ended December 31st, 2025, were satisfactory and reinforce the group's internal control systems. We are satisfied that the company has complied with the provisions of Central Bank of Nigeria circular BSC/1/2004, dated 18 February 2004, on disclosure of Directors' related credits to the financial statements of company, and hereby confirm that an aggregate amount of zero balance as was outstanding as at 31st December 2025. The corresponding figure for 31st December 2024 was NGN 177,735,000. 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 their statutory audit, and we are satisfied with Management's responses to the external auditors' recommendations on existing accounting and internal control matters and the effectiveness of the Bank's system of accounting and internal control. Signed by my humble self, Mrs. Sandra Mbagwu-Fagbemi , in my capacity as Audit Committee Chairman on this 27th of January, 2025. My FRC number is as stated therein. There are six members of our Audit Committee, three shareholders' representatives and three board representatives, namely Mrs. Sandra Mbagwu-Fagbemi as Chairman, Alhaji M.A. Usman, Mrs. Aderonke Kuye, Mrs. Helen Lee Bouygues, Mrs. Catherine Echeozo, and Mr. BT Soyoye. Thank you, Mr. Chairman. That's the end of our report.
Thank you very much, Mrs. Sandra Mbagwu-Fagbemi, for, you know, for the report. Thank you very much. I now invite Mrs. Ibukun Beecroft , representative of the external consultant, Deloitte & Touche, to read a 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. Thank you.
Yes. Thank you, Mr. Chairman, and good morning, Directors. I will be reading our report, which is on page 95 of the financial statement, and 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. Deloitte has performed the annual review of the corporate governance framework and evaluation of the performance of the Board of Directors of Guaranty Trust Holding Company for the year ended 31st December, 2025. The scope of the review included an assessment of the structure, mandate, and performance of the Board committees, and Management as it relates to the overall strategic direction of the company, stakeholder engagement, disclosures, and transparency.
The review was performed in compliance with the Corporate Governance Guidelines for Financial Holding Companies issued by the Central Bank of Nigeria and the Nigerian Code of Corporate Governance. The scope of the review included an assessment of key areas of Guaranty Trust Holding Company's corporate governance framework, including the framework of the Board structure and the composition, Board operations and effectiveness, assurance functions, corporate disclosure, and relationship with stakeholders. 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 Committee's Chairperson and the Board Committees, met the responsibilities under the code and corporate governance charter in Guaranty Trust Holding Company.
The report further highlight details of our review activities, observation, and 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 for Deloitte & Touche, Ibukun Beecroft . Thank you.
Thank you. Thank you very much, Mrs. Beecroft , for that report. We will, at this point, take questions that our esteemed shareholders may have on the reports laid before the meeting or general questions on the operations of the company. Kindly therefore indicate your intention to ask questions by raising, by using the raise hand button on the online platform or by typing your questions in the Q&A window. I hereby request that if questions are being asked on the Annual Report and Accounts, speakers should make appropriate reference to the relevant pages to ensure that the right questions, or the right answers are given. In addition, it would be helpful if members are brief and restrict their questions and comments, or comments to one or two at a time to afford others the opportunity to speak.
We will take note of all questions and respond at the end in order to effectively manage the questions and answers series session. Each shareholder called upon should kindly state his name before asking any question.
The Chairman. The Chairman, Members of this erudite Board of Directors, distinguished fellow shareholders, good morning. My name is Chief Timothy Adesina, a shareholder. I welcome members to this meeting, and I'm very happy with the performance of Guaranty Trust Bank, which has put bread and butter on our table by giving us a dividend of NGN 12.76, which is the highest of it in the history of the capital market, talking about dividends. Please, wherever you are, whether at home or online, please give Guaranty Trust Bank a hand of applause. Thank you very much. I will not take your time much.
I will speak on the performance of this company in relation with the performance of the Chief Executive Officer and other members of his team, because this result is achieved through teamwork, that is contained on page 23 of this Annual Report. The first paragraph of it attracts me so much that I want to speak first on it, that is scaling a financial ecosystem across Africa requires more than ambition. It demands discipline in execution. In 2025, GTCO demonstrated that rigorous strategy, coupled with agile decision-making and disciplined delivery, turns opportunity into measurable value. I am very much impressed with this kind of presentation because discipline is involved in the execution, executing it, you have also to be agile.
All this our Board, staff, and Management possess, and that's why they have been able to give us the kind of results which we are considering. I will also refer to one of Mr. Agbaje's, Mr. Agbaje's, presentations in the, in his report. He says the bank delivers financial excellence across four business areas of fund managers, payments, pensions, pension managers, and banking. Fund segments enable sustainable wealth, pensions, building security and confidence, and payments accelerating financial inclusion. That year 2025 will be remembered as an historic year when GTCO was listed on the London Stock Exchange, and the man, Segun Agbaje, will always be remembered as an epitome of innovations and growth because he and his team have taken GTBank to greater heights. We are very grateful, and we appreciate the efforts.
I will also like to refer firm members to page 96, which is on sustainability and at GTCO, sustainability is central to how we build and grow our business. It shapes the bank's decision making, and the bank's actions, reflect the bank long-term commitments. The bank integrates sustainability into all decision making, and that is why we can see this bank, which was planted as a mustard seed some years back, is now growing into an olive tree. We are grateful to the Management, the Board, and all the staff of Management of Guaranty Trust Bank. The sustainability is what we rely on as shareholders. This year that we receive NGN 12.76 as dividend, we are expecting much higher dividend next year. We are praying that God will give them the power to achieve this for us. Thank you. Good morning. Thank you, sirs.
[audio distortion]
Thank you, Mr. Chairman. I've finished. Thank you. Okay. Thank you, sir.
Next? Okay.
Mr. Chairman.
Thank you. Go ahead.
My name is Kabiru Alhaji Tambari. Mr. Chairman, I want to start by commendation the GTCO model for financial service is clearly working, delivering impressive growth through business and geographic diversification. I applaud Management for the seamless execution and the strong dividend payout. The shareholders are pleased and confident in our future growth. I also commend the Board for the impressive growth of our African and U.K. subsidiaries. These non-Nigerian earnings provided a vital foreign edge that protects shareholders value and dividend stability. Please keep up this strategic focus. The shareholders are fully behind you. I would also like to applaud the Management for the aggressive growth of HabariPay and Fund Managers.
My belief is that with both companies under the same umbrella and working towards a common goal, the shareholders have a lot to look forward to in immediate and long-term future. There is always room for growth. I'm overjoyed to see that HabariPay has achieved scale and letting in the necessary growth to GT Fund Managers asset and under Management and making serious stride to increase customer base of GT Pension. I wish to thank the Board as they have demonstrated a forward-thinking approach to capturing the entire life cycle of the customers well. I want to still commend Mr. Segun Agbaje for the growth he has shown to the world, not only in Nigeria, for the whole Africa and world in general. By proposing under his leadership, GTCO is paying this wonderful dividend.
Also, our shares appreciated as at April 10 to NGN 136.50. Mr. Chairman, I will go for my first question. Given our expansion into the U.K. and across Africa, what is the group strategy for preventing capital from being trapped by local regulation, specifically at any of our foreign subsidiaries, now fully self-sustaining? If not, what is the timeline for them to stop relying on capital injections from the parent company? Secondly, Mr. Chairman, to what extent in the U.K. subsidiary serving as a stability edge against the macroeconomic shift in our emerging market? Furthermore, does the board intend to leverage this advantage by expanding further in order into other stable add currency jurisdictions in the near future?
Third, with currencies, what specific hedging mechanisms are protecting our consolidated earnings from further devaluations? Additionally, I've encountered significant hurdles in repatriating dividends from our Pan-African operations back to GTCO in Nigeria. Lastly, Mr. Chairman of the Board, how will the 2026 tax reform impact GTCO consolidated profit after tax? Specifically, will this change have any significant impact on GTCO business or its current dividend policy? Thank you very much, Mr. Chairman.
Mr. Chairman. Mr. Chairman, my name is.
Yes
Mrs. Bisi Bakare.
Sorry?
My name is Mrs. Bisi Bakare, a shareholder.
Okay, you're welcome. You're welcome, ma'am. Go ahead.
Thank you, sir. Mr. Chairman, Board of Directors, regulatory authorities joining online, distinguished shareholders, good morning. My name is Mrs. Bisi Bakare. I'm the Coordinator of Pragmatic Shareholders Association. I would like to begin my comments by commending Chairman, our able Chairman, Mr. Suleiman Barau, and our workaholic Group Managing Director, Mr. Segun Agbaje, for their leadership, dedication, and selfless service to the group. I want to especially appreciate Mr. Segun Agbaje for his professional and disciplined leadership, which has translated in lasting results to shareholders. We look forward to seeing this type of performance sustained and further strengthened in the years ahead. Furthermore, sir, also the marginal growth in gross earnings by 0.09% to NGN 2.15 trillion from NGN 2.14 trillion in the previous year.
This performance was largely driven by a notable increase in our interest income to 3.26% to NGN 1.653 trillion, reflecting improved asset yield. Profit after tax declined by 14.4% to NGN 885.7 billion. This is due to increase in funding costs and higher tax obligations, which is beyond our control. I still commend the entire Board and Management for the impressive results. Page 7. Page 7 of the Annual Report s and Accounts. Page 7 of the Annual Report and Accounts, I commend the bank's initiative of maintaining zero processing charges on all GTBank point- of- sale, that is POS terminals. This is highly commendable. My colleagues have talked about dividend.
I want to join them to commend GTBank for the proposed dividend of NGN 12.76. This is the highest in the history of banking sector in Nigeria. My first question.
NGN 12. NGN 12, madam.
On page 22. On page 22. NGN 12.76. Don't interrupt, Mr. Tambari, please. I said NGN 12.76, the first in the history of banking sector in Nigeria as at today. We appreciate the entire B oard and Management for that, such achievement. Page 22. I want to ask that, looking ahead, what strategies are we putting in place to sustain and improve the group's growth trajectory in light of rising interest expenses, increasing operating costs and higher tax burden? My number two question goes like this. What steps are being taken to strengthen the group's digital security framework in response to the increasing incidents of cyber threats in the banking industry? In final note, on page 257, note 9, I want a clarification here.
The AMCON expenses increased to NGN 50.8 billion from NGN 36 billion to NGN 50.8 billion. I want the GMD to please throw more light the causes for this. Lastly, I want to use this opportunity to appreciate the entire workforce of GTBank for giving shareholders a robust dividend and one of its kind in Nigeria as at today. As at today, GTCO is number one bank in dividend yield. Once again, thank you and God bless you all.
Thank you very much . Thank you.
Thank you, my Chairman.
You're welcome. Go ahead, sir.
Yes. Thank you, my Chairman. My name is Tunji Bamidele. I'm a President of Professional Investor Across Africa, leader of Starlite Shareholder of Nigeria. I join the other speaker by congratulate the company for success record. We really appreciate you, and all the Management team, particularly our GMD for a job well done. As a professional, we study the report critically. My Chairman, we sincerely appreciate all of you. The area that is globally challenged is what we want to call our attention to. One, what Management doing in the area of cyberattack, because a global threat to industry and, particularly, what have you put in place to safeguard issue of cybersecurity?
Secondly, sometime there will be network hanging, which is not the fault of the company. What partnership are you doing with network globally to make sure that there are the free flow of information? Thirdly, sir, we need to look at the area of risk culture and risk exposure. My Chairman, we observed that your exposure in oil and gas is on a high side. What prevention are you put in place for anything not to crystallize? Number four, we look at your expansion across the globe. Now, across the globe. What are you putting in place, sir, for us to safeguard?
I'm looking at a particular area of AI, artificial intelligence training, because most of the industry this time around, particularly that we are falling into, what training are you preparing all our people to, including the Director, for us to meet our global issue? If there is anything for us to be in line with it, because it is very, very, we need it, and we like to know for your own side. On the CSR, my Chairman and the Management team is very fantastic. You touch many life, and there's a good record up and down, and we really appreciate you. I resided in Oyo State, and particularly Ibadan, my Chairman. We need your touch in that area. Please let there be the impact of CSR in Oyo State, particularly Ibadan.
We sincerely appreciate all of you. We really appreciate our GMD. I can use in our dialect, [Foreign language]. We arrogantly proud of you for success record. Anything you touch, any area you find, success is always around that place. All the teamwork, even including your driver and the gate man in that place, they are very working. We appreciate them. To produce the result is a teamwork issue. We sincerely appreciate all of you. We pray God infinity magic continue being with you. Thank you. God bless you.
Thank you, sir. Thank you.
Okay. Is that it?
Mr. Chairman.
That should be the last.
Yes, yes, sir. Yes, sir. Please go ahead, sir.
Yeah.
Thank you.
Mr. Chairman, my name is [inaudible ] Sunday Nnamdi Nwosu. I am very pleased to get into this meeting because I've been trying, but because of the network problem, it has not been easy for me to get into. Let me start by greeting my brother, Segun Agbaje, who I have not seen or attended the meeting in the last two, three years. However, I am very pleased, this fifth annual general meeting and 2025 report is so attractive. Any shareholder of GTCO will always want to attend this meeting to listen to what the future holds for us. We believe that with this report of NGN 11.76 dividend, more will come. We have hope that as far as Guaranty Trust is concerned, is today one of the best banks in this country, and there's growth coming their way.
I want to congratulate the family of banking from the father of Segun Agbaje to Agbaje, because Agbaje once promised us that he's not interested in going for bonuses, but rather he want to give us an enhanced value of our shares, which he has been doing. We want to thank him and thank all the staff of GTBank for the effort they are doing. You know, when you look at the history, you will see that Guaranty Trust Bank or Holding Company Limited started with a dividend of a smaller dividend, and it continued to grow to this extent of NGN 11.75 per NGN 0.50 ordinary shares, bringing the total dividend paid in the year 2025 financial year NGN 12.76, which is a great feat.
We thank you and believe that we still have better years to come with good dividend, because it will not remain on this. It's definitely going to grow, like in the tradition of Guaranty Trust, every year the dividend adds up, and we believe that next year will be better than this. The major issue is that we have to do something about cyberattack, which is very important. When you look at the era of GTBank to GTCO, what mentioned is that the last five years, the company dividend per share grew from NGN 3 in 2021 to NGN 12.76 in 2025. We hope that this increasing dividend payout is in line with the dividend policy.
Let me take you to pages 48, 49 and 73 of the group total earning of NGN 2.15 trillion in 2025. We noted that the GTBank gross earning declined by 50% to 2.4% from NGN 2.46 trillion 2025, NGN 3.3 trillion in 2024, resulting again to NGN 3.41 billion. Going decline in return to four from 60.45%. We also acknowledge, as highlighted in CEO in his message, we would like to know that new strategies turn the trend, particularly the branch taken by the like of OPay.
Yeah, you are Chief Nwosu, you are breaking.
Yeah.
The reception is very bad. Can you summarize, please?
Breaking.
It's not me, it's network issue, but I will try to.
I know.
Turn it off.
Yeah. Thank you.
Okay.
Particularly in the light of the banking undertaken by the likes of OPay, agency banking, digital channel and digital planning. We also have to be very careful of artificial intelligence on all this area. Donation in pages 75 and 76 is also something that we need to be very careful about. I want to go further, but I'm sure I have made a presentation to the office. Good people like the company secretary and the lady in her office, they are wonderful workers of Guaranty Trust Bank. Very resilient. I hope you will go through my presentation very clearly because my voice is not very clear. However, Mr. Chairman, I want to thank you for the opportunity you have given to-
Thank-
Thank you.
Thank you very much. We've lost you. Thank you very much, sir, you know, for your comments and questions. I thank all the previous speakers for their kind comments and commendations. I now invite the Group Chief Executive Officer to respond to the questions. Thank you.
Thank you very much. Good morning, everybody. Thank you, Chairman. I'll try my best to go through the questions. Lot of them really, really good questions. I'll see how I can get through this as quickly as possible. Chief Adesina thanks the Board of Directors, Management for the dividend declared. Well, our job is to always maximize shareholder value. I will try to elaborate just a little bit on some of my comments. We went out and took money from people in the last two years. We have two sorts of investors today. We have institutional investors who want capital appreciation, and we have retail investors. We're balancing two things. We're balancing the capital appreciation and an increasing dividend. Guaranty Trust intends to remain a dividend knight, which means that we will continue to pay higher dividends.
As Sunday Nwosu said, "I don't believe in bonus shares. I don't think they add any value." Our commitment is to continue, hopefully, to give you a better and better dividend. Thank you for the thanks for 2025. You also asked that I extended your appreciation to the entire Management and staff of Guaranty Trust. I humbly accept it on their behalf. There is no winning and losing team, and one man does not make a football team. I thank everybody who works with me, and we accept humbly the graciousness. You talked about the discipline and execution of strategy. A very wise old man told me years ago that the first rule in heaven is discipline. Where there is discipline, good things happen, and where there's a lack of discipline, bad things always happen.
We will remain disciplined as an organization, whether it's in strategy or carrying out of our daily responsibilities. Thank you very much. You talked about the financial excellence and the four pillars. These pillars were created four years ago. Going into a holding company structure, we decided we would have a bank, we would have an asset management company, we would have a pension company, and we would have a payment company. The strategy is playing out nicely, but I would like to emphasize that's in the very early stages of execution. If you ask me where we're going, we're probably 10% of the way, and that we would like to continue to move all these pieces to get to the finish line. The four pillars are coming together, but long way to go.
Thank you very much and for the congratulations on the London listing. If you do not run a good organization, good corporate governance, transparency, you will never list on the London Stock Exchange. We will take that as the fact that we're running a sensible and a good organization. Sustainability remains important in all decision-making. We must protect the Earth which we live in. Expectations of a higher dividend, we also pray we can continue to give you higher dividends. We've done it for 10 years, and we intend to continue. Mr. Kabiru Tambari, Alhaji Kabiru Tambari, again, you thank the Board and Management. I humbly accept it on their behalf. You talked about the dividends, which I've elaborated upon. You talked about the listing outside of Nigeria. Again, I thank you.
Growth in HabariPay and Funds Management, I think I've addressed that in the growth of the four pillars. You then ask how we're protecting capital outside Nigeria and reliance on group. There's absolutely no reliance on group capital. All the entities outside Nigeria stand on their own. We retain the profit that we generate in those regions. We do not import or export risk within the countries, so each person is self-sufficient. Expansion of outside the U.K., you wanted us to go to stable currency countries. We are still tackling the U.K. The strategy remains simple. We're in the U.K. for connectivity for countries where we do business in West Africa. As we start to see connectivity and we start to see scale of business into other countries outside of the U.K., then it would be something we would consider.
You talked about the implication of tax on 2026 earnings. You've already seen that in 2025. In 2024, our tax rate was 19%. In 2025, it was 29%. Therefore, you've already seen the increased tax rate and implementation and implications in the 2025 results. There will be nothing different that you will see in 2026. Mrs. Bisi Bakare again thanks the Board for the results. You talked about PAT being down 14%. PBT was down 3%. Actually, PAT, like for like, was probably down 3% because we had a much increased tax rate, as Alhaji Kabiru had pointed out, in 2025. The beauty of 2025 is that the quality of earnings was much stronger, which is why we were able to pay you a higher dividend.
The 2024 results had fair value gains of about NGN 465 billion, which is non-cash related. Even though we were down 3% in 2025, we made up NGN 465 billion in non-core income, 2025, even though it looks down in terms of PBT, is a much, much stronger result. Zero POS charges are necessary to our strategy. Most of Nigeria is small businesses, SMEs. Many of them cannot afford the charges. To grow this business, we will continue. The zero POS charge is for life. It is not a promo. It will continue for as long as this organization exists. You also like the dividends. We like it too, and we pray we can continue. You talked about the growth in the AMCON expense and why.
The AMCON expense is 0.5% of total assets. In 2025, total assets grew 20%, it's 0.5% of a larger number than in 2024. It's just a simple mathematical equation. Mrs. Bisi Bakare again thanks the Board for the results. Thank you very much. You talked about cybersecurity. We're just as worried as cybersecurity. Any good chief executive today is kept up by cybersecurity. You will continue investing tools, invest in people. It's a moving target, and hopefully, we will always be able to protect the data and the institution which we run. IT infrastructure is necessary. As you deploy and as you have seen, we're spending a lot more money on IT, but it is not just servers and software. We are investing in the infrastructure, which is like the rails that makes technology happen.
Oil and gas exposure, we take your comment, but I always like to remind people that there are three different types of risk in oil and gas, and they're all very different. If you bundle it at 47%, you might miss it. The risk in the upstream sector is very different from the risk in the downstream sector, and it's very different from gas. Even though we look at it collectively, and I take your point, we manage the risks very differently. AI strategy. AI is a necessity, and we will continue to implement. However, you must be practical about AI. We will try to implement AI that is practical for us and that will allow us to optimize the organization. CSR, thank you. I always say, and I don't want to sound like a broken record, that CSR for any organization is a selfish act.
If you make money in environments, you need to give back. We will continue to give back. Sunday Nwosu, real shame that your internet was not stable. Thank you very much for coming onto the call. 2025 divs you like. I remember 11 years ago, you were going to have me fired for canceling. No, it might have been 14 years ago, for canceling bonus shares. I'm glad that today you've come around and you like the fact that dividends actually mean more than bonus shares. We will again continue to hopefully increase the dividend and, yes, year on year will remain a dividend. Cybersecurity, I've commented on. Dividend payout ratio is about 54%. We think where we are, we can maintain that. You talk about the threats of cybersecurity, I think that's where we lost you.
I hope I answered everybody's questions adequately. Thank you very much.
Thank you very much, Segun, for those profound responses. Thank you very much. We will now, with your permission, table before the meeting the resolutions being proposed for approval at this meeting. Kindly be informed that in exercise of the powers conferred on me by virtue of Section 248, Cap 1, Cap A, of the Companies and Allied Matters Act, I hereby call a poll on resolutions 1, 2, 3, 4, 5, 7, and 8. Voting on the resolutions will be by poll, which means that every shareholder voting in person or by proxy shall be entitled to one vote for every share that he or she holds.
The statutory majority required to approve the resolutions is a simple majority representing 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 confirm that shareholders have sent in proxy forms indicating how their votes will be cast. 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 the resolution, or Against, indicating no, to vote against the resolution, or Abstain if you do not wish to vote on the resolution displayed. Click on the Submit button to cast your vote. Voting will be open for one minute on each resolution.
[audio distortion] Mandate to set your mobile phones to Do Not Disturb mode to avoid calls interrupting your participation in the meeting or in the voting process. Shareholders are advised to refresh their devices during the voting process. Video. Okay.
Welcome. This video provides a step-by-step guide on how to use the online voting application. Once voting commences, the specific resolution under consideration will appear on your screen, along with the voting options: For, Against, and Abstain. Kindly select your preferred option and click on the Submit button to cast your vote. Please note that voting will be open for one minute only. You may change your selection at any time within this period before the timer expires. Always remember to click on the Submit button to ensure your vote is successfully recorded. Thank you.
Okay, thank you very much. We shall now commence e-voting on the resolutions. The voting results for each resolution will be displayed at the end of the electronic voting process for that resolution. Voting results will be announced at the end of the voting process by the registrar. We will now proceed with the resolution to receive the audited financial statements for the year ended December 31st, 2025, and the reports of the directors, auditors, and statutory audit committee thereon. May I have a seconder for the motion?
I, Comrade Lawrence Oguntoye, hereby second the motion.
Sorry.
I, Comrade Lawrence Oguntoye, hereby second the motion.
I, Chief Timothy Adesina. I, Chief Timothy Adesina, second the motion. Thank you. Chief Timothy Adesina. Second.
Okay, thank you. Thank you very much, sir. Please vote now. Sir?
Yeah. I just want to know what's going on.
I think they wait a minute, yes. Then I think we do vote, yeah.
Okay, good. Okay.
Thank you. 100% of total votes cast were in favor of the resolution. Thank you.
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, 2025, and the reports of the Directors, Auditors, and Statutory Audit Committee thereon has been duly carried. Thank you very much. We'll now proceed with the resolution to pay a final dividend in the sum of NGN 11.76 per ordinary share to shareholders whose names appear in the company's register of members as at the close of business on Monday, April 13, 2026. Which is in addition to the previously paid interim dividend of NGN 1 per ordinary share, bringing the total dividend to be paid for 2025 financial year to NGN 12.76 per ordinary share of NGN 0.50 each. May I have a seconder for the motion, please?
Mr. Chairman, thank you for the opportunity. My name is Mrs. Bakare Ade. I second the motion. Mrs. Bakare Adebisi Oluwayemisi. I second the motion, Mr. Chairman.
Thank you. You may please vote now. Okay, good. Okay.
100% of votes cast were in favor of the resolution.
Following the announcement of the voting results by the registrar, I hereby declare that the resolution to declare a dividend in the sum of NGN 11.76 per ordinary share to shareholders whose names appear in the company's register of members at the close of business on Monday, April 13, 2026, which is in addition to the previously paid interim dividend of NGN 1 per ordinary share, bringing the total dividend to be paid for the 2025 financial year to NGN 12.76 per ordinary share of NGN 0.50 each, has been duly carried. Thank you very much. The next resolution for shareholders' approval is to elect and re-elect Directors. The election, re-election of Directors will be conducted individually.
We'll now vote on the resolution to elect Mr. Babatunde Soyoye as an Independent Non-Executive Director of the company. You have him on the screen. In the course of the year, Mr. Babatunde Soyoye was appointed as an Independent Non-Executive Director of the company. The appointment of Mr. Soyoye has been approved by the Central Bank of Nigeria. Mr. Soyoye is accordingly being proposed for election as an Independent Non-Executive Director . A detailed biodata of Mr. Soyoye is available on page 86 of the Annual Report . I hereby present to you Mr. Babatunde Soyoye. Thank you. I hereby move that Mr. Babatunde Soyoye, now offering himself for election be and is hereby elected as a Director of the company. May I have a seconder for the motion, please?
I second the motion. Sunday Nwosu.
Thank you very much, sir. Please vote now.
90.77% of votes cast were in favor of the resolution. Thank you.
Thank you very much. Following the announcement of the voting results by the registrars, I hereby declare that resolution 3, Cap A, Cap 1 is hereby duly carried. I would like to thank the distinguished shareholders for the election of Mr. Babatunde Soyoye. Congratulations. We will now vote on the resolution to elect Mrs. Marie Namias as an Independent Non-Executive Director of the company. In the course of the year, Mrs. Marie Namias was appointed as an Independent Non-Executive Director of the company. The appointment of Mrs. Namias has been approved by the Central Bank of Nigeria. Mrs. Namias is accordingly being proposed for election as an Independent Non-Executive Director . A biodata, a detailed biodata of Ms. Namias is available on pages 86 and 87 of the Annual Report. I hereby present to you, Mrs. Marie Namias. Thank you.
I hereby move that Mrs. Marie Namias, now offering herself for election, be and is hereby elected as a Director of the company. May I have a seconder for the motion, please?
Good morning, Mr. Chairman. My name is Kufu Akinsanya. I hereby second the motion. Thank you.
Thank you very much. Please vote now.
90.77% of votes cast were in favor of the resolution. Thank you.
Thank you very much. Following the announcement of the voting results by the registrars, I hereby declare that resolution 3A2 is hereby duly carried. Yes. Thank you. Re-elect Directors. We'll now proceed to the re-election of Directors retiring by rotation. In accordance with Article 84, Cap 4 of the company's articles of association, which requires 1/3 of Directors, excluding Executive Directors. [audio distortion] My humble self and Mrs. Catherine Echeozo will retire by rotation at this meeting, and being eligible, hereby offer ourselves for re-election. Kindly note Article 84, Cap E of the Articles of Association of the company provides that a retiring Director shall act as a Director throughout the meeting at which she or he retires.
In view of the fact that the first retiring Director by rotation is my humble self, I'm very pleased to now invite the Group Chief Executive Officer to take over proceedings. Thank you, sir.
Thank you very much, Mr. Chairman. I hereby present to you Mr. Suleiman Barau, now offering himself for re-election as an Independent Non-Executive Director of the company. A record of his attendance showing he satisfied the requirement for attendance of Board Meetings as required by the Code of Corporate Governance during the period under review is available on page 91 of the Annual Report . The profile of Mr. Suleiman Barau is available on page 87 of the Annual Report . The board is accordingly recommending to the shareholders the approval of the re-election of Mr. Suleiman Barau as an Independent Non-Executive Director . I hereby move that Mr. Suleiman Barau, having offered himself for re-election, be and is hereby re-elected as a director of the company. May I have a seconder for the motion, please?
Good morning, all. My name is Adekunle Adegbenro. I hereby second the motion. Thank you very much.
Thank you very much, sir. Please vote now.
We have 90.7% of total of votes cast in favor of the resolution. Thank you.
Following the announcement of the voting results by the registrars, I hereby declare that resolution 3 B 1, which is to re-elect Mr. Suleiman Barau, is hereby duly carried. I would like to thank the distinguished shareholders for the re-election of Mr. Suleiman Barau. In view of the re-election of Mr. Suleiman Barau as an Independent Non-Executive Director , he shall continue to serve as Chairman of our esteemed company. I therefore invite the Chairman to continue proceedings at this meeting with the next resolution.
Thank you.
Congratulations.
Thank you. Thanks very much. Thank you. Thank you very much. Thank you. Thank you very much. Thank you, GC, Ayo. Thank you very much. The second part of resolution 3 B is to re-elect Mrs. Catherine Echeozo as a Director of the company. I hereby present to you Mrs. Catherine Echeozo, now offering herself for re-election as a Non-Executive Director of the company. A record of her attendance showing she satisfied the requirement for attendance of Board Meetings as required by the Code of Corporate Governance during the period under review is available on page 91 of the Annual Report. The profile of Mrs. Catherine Echeozo is available on page 87 of the Annual Report. The Board is accordingly recommending to the shareholders the approval of the re-election of Mrs. Catherine Echeozo as a Non-Executive Director .
I hereby move that Mrs. Catherine Echeozo, having offered herself for re-election be and is hereby reelected as a Director of the company. May I have a seconder for the motion, please?
I, Samaka Kalota, hereby second the motion.
Thank you. Please vote now.
We have 90.77% of total votes cast in favor of the resolution.
Following the announcement of the voting results by the registrars, I hereby declare that resolution 3B2, which is to re-elect Mrs. Catherine Echeozo , is hereby duly carried. I would like to thank the distinguished shareholders for the re-election of Mrs. Catherine Echeozo . Congratulations. The next resolution for shareholders' approval is resolution 4, to authorize Directors to fix the remuneration of auditors. May I have a seconder for the motion, please?
Thank you, my Chairman. My name is Tunji Bamidele, I second that motion, sir.
Thank you very much, sir. Please vote now.
[audio distortion] Of votes cast were in favor of the resolution.
Thank you very much. Following the announcement of the voting results by the registrars, I hereby declare that the resolution authorizing Directors to fix the remuneration of auditors has been duly carried. We will now take resolution 5, which is to disclose the remuneration of managers of the company. Section 238 of the Companies and Allied Matters Act 2020 requires the company at each general meeting to disclose the remuneration of managers of the company. Now, I hereby draw the attention of shareholders to page 256 of the Annual Report, which contains a detailed report on the remuneration of the managers of the company. We'll now proceed with the resolution to disclose the remuneration of managers of the company. May I have a seconder for the motion, please? May I have a seconder, please? Go ahead.
I second that motion. My name is Tunji Bamidele.
Thank you very much, sir. Please vote now.
99.91% of votes cast were in favor of the resolution. Thank you.
Thank you very much. Following the announcement of the voting results by the registrars, I hereby declare that the resolution on the disclosure of the remuneration of managers of the company is hereby duly carried. Thank you very much. The next resolution for shareholders' approval is resolution 7: 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, called the group, be and are hereby granted a general mandate irrespective of all recurrent transactions entered into with a related party or interested person, provided such transactions are of a revenue or trading nature or are necessary for the company's day-to-day operations.
This mandate shall commence on the date on which this resolution is passed and shall continue to operate until the date on which the next Annual General Meeting of the company is held. May I have a seconder for the motion, please?
Good morning, Mr. Chairman, sir. My name is Kufu Akinsanya, and I second the motion. Thank you, sir.
Thank you. Please start voting.
97.25% of votes cast were in favor of the resolution. Thank you.
Following the announcement of the voting results by the registrars, I hereby declare that resolution 7 is hereby duly carried. Thank you very much. The next resolution for shareholders' approval is resolution 8, that Non-Executive Director s' remuneration for the financial year ending 31st December 2026, and for succeeding years until reviewed by the company in its Annual General Meeting, be and is hereby fixed at NGN 334 million annually. It is pertinent to mention that Executive Directors do not receive Directors' fees and sitting allowances. May I have a seconder for the motion, please?
I second the motion, Mr. Chairman. My name is Mrs. Bakare Adebisi Oluwayemisi. I second the motion. Thank you, sir.
Thank you very much. Please vote now.
90.5% of votes cast were in favor of the resolution. Thank you.
Thank you very much. Following the announcement of the voting results by the registrars, I hereby declare that Directors' remuneration for the financial year ending December 31st, 2026, and for succeeding years until reviewed by the company in its Annual General Meeting, is hereby fixed at NGN 334 million. Thank you very much. We'll now take resolution 6, which is to elect members of the Statutory Audit Committee. Section 404, Cap 6 of the Companies and Allied Matters Act 2020 provides that nominations for election to 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 N on-Executive Directors. In compliance with Section 249, Cap 3 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 of the Act, voting for this resolution can only be by show of hands. Three valid nominations were received by the secretary for election into the statutory audit committee. The three nominees are Mrs. Sandra Mbagwu-Fagbemi, and nominated by Mr. Adekunle Adegbenro. The second is Mrs. Aderonke Kuye, nominated by Boluwatife Adesanya. The third is Madam Bulama Laminu, nominated by Omowunmi Olonade.
In view of the fact that only 3 qualifying representatives, nominations for representatives for Shareholders' Statutory Audit Committee were received for the 3 vacancies available, there shall be no need for election. Accordingly, I hereby move that Mrs. Sandra Mbagwu-Fagbemi, Mrs. Aderonke Kuye, and Madam Bulama Laminu shall represent the shareholders and join the Directors' Representatives, Mrs. Catherine Echeozo and Mr. Babatunde Soyoye, to constitute the Statutory Audit Committee of the company for 2026 financial year. May I have a seconder for the motion, please? Second.
Good morning, Mr. Chair. My name is Oluwaseun Olalekan Salawu. I hereby second the motion.
Okay, please- Yeah, that's all. Please vote now. [audio distortion]
98.55% of votes cast were in favor of the resolution. Thank you.
Thank you very much. Congratulations to the nominees, to the re-elected nominees and who are elected. Thank you. Congratulations to all of you and, of course, to, you know, our Directors that are joining now that we have a committee. Thank you very much. In honor of a former member of the Statutory Audit Committee, Alhaji Mohammed Usman, a long-standing member of the Statutory Audit Committee. At this period, we would like to honor late Alhaji Mohammed Usman with a round of applause. Alhaji Usman was a long-standing member of the Statutory Audit Committee for over two decades and passed away at the age of 80 years in March 2026. Please let us give a round of applause in honor of Alhaji Mohammed Usman. Please. Thank you.
Rest in peace. This concludes the business of the meeting. I'd like to thank you for attending this meeting, which I now declare closed. Thank you very much.