Good morning, shareholders. I am Juliet Ehimuan, Non-Executive Director.
Good morning, shareholders. My name is Adamu Lawani, Executive Director.
Good morning, shareholders. My name is Pamela Yough, and I am a Non-Executive director.
Good morning, our valued shareholders. My name is Kennedy Okwudili, Executive Director.
Good morning, shareholders. My name is Jim Ovia.
Morning, shareholders. Michael Otu, Company Secretary.
Okay. We have other parties attending the meeting. The Company Secretary introduce them, please.
Thank you, shareholders. We have other parties at this meeting. We have PricewaterhouseCoopers. I want to recognize these guys. They are our external auditors. We have the KPMG Professional Services, our consultants, on the left. Our registrar is Veritas. They are on the right of the hall. We equally have regulators present at this meeting, the Central Bank of Nigeria, Securities and Exchange Commission, Nigerian Exchange Group, NGX, the Corporate Affairs Commission. We have the Nigeria Deposit Insurance joining us virtually, and we have one of our directors that is joining us virtually, Dr. Bamkole Peter. For our members of the Statutory Audit Committee, Professor L. F. O. Obika, Mrs. Adebimpe Balogun, and Michael Ajayi is joining us virtually. Thank you, Mr. Chairman.
[inaudible] The Company Secretary to read the Notice of Meeting.
Thank you, Mr. Chairman. The notice is on page 20 of your annual report. Notice of Annual General Meeting. Notice is hereby given that the 35th Annual General Meeting of Zenith Bank Plc will hold on Tuesday, May 5, 2026, at the Civic Center, Ozumba Mbadiwe Avenue, Victoria Island, Lagos, at 9:00 A.M. for the purpose of conducting the following business. Ordinary business. One, to present to members the bank's audited financial statement for the financial year ended December 31, 2025, the report of the Directors, Auditors, and Statutory Audit Committee thereon. Two, to declare a dividend. Three, to approve the appointment of the following directors: Dr. Rislana Kanya Abdulazeez, Independent Non-Executive director, Mr. Kennedy Okwudili, Executive Director. The appointment of both Directors has since been approved by the Central Bank of Nigeria. Their profile can be found in your Annual Report.
Four, to re-elect the following directors who retire by rotation at this meeting: Engineer Mustafa Bello, Dr. Juliet Ehimuan, Mr. Adamu Lawani, and Mr. Louis Odom. Five, to authorize Directors to fix the remuneration of auditors. Six, to disclose the remuneration of the managers of the bank in line with the provision of the Companies and Allied Matters Act 2020. Seven, to elect members of the Statutory Audit Committee. Special business. Eight, to conduct and if thought fit to pass the following as ordinary resolution. That the remuneration of the Non-Executive Directors of the bank for the year ending December 31, 2026, be and is hereby fixed at NGN 60 million only for each director.
Nine, that the general mandate given to the bank at previous general to enter into any transaction with related parties or interested persons for the bank for day-to-day operations, whether a transaction of revenue or trading nature be and is hereby renewed. Note- Profile. The profile of directors is stated also in the Annual Report. By order of the Board, Michael Otu.
The Chairman's statement is on page 26 and 29 of the report. I have a special package to present to shareholders. I present that you permit us to take resolution number four before any other business of the day.
Distinguished shareholders, good morning once again. Resolution number four deals with re-election of directors who retire by rotation at this meeting. I will just read it out and call for members to second.
Once they are adopted, then we will move on to the other business as directed by the Chairman. I go ahead to read. In line with Section 285, sub 1 to 3 of the Companies and Allied Matters Act 2020, the following directors retire by rotation at this meeting. They are Engineer Mustafa Bello, Dr. Juliet Ehimuan, Mr. Adamu Lawani, and Mr. Louis Odom. Being eligible for re-election and willing, they have offered themselves for re-election. In line with Section 287 of CAMA 2020, a motion to appoint two or more persons as directors based on a single resolution must be unanimous. I therefore move that the directors be elected on a single resolution of members.
Thank you, our Chairman. My name is Tunji Bamidele. I support that motion. Thank you. God bless you.
His Royal Highness.
My name is His Royal Highness [A. S. Sanusi Mosun]. I second that motion.
Thank you. Those for? Those against? It is carried. I further move as follows, that in line with Section 285 of the Companies and Allied Matters Act 2020, Engineer Mustafa Bello, Dr. Juliet Ehimuan, Mr. Adamu Lawani, and Mr. Louis Odom, Directors of the bank who retire by rotation and being eligible for re-election and having offered themselves for re-election, be and are hereby re-elected directors of the bank. Second that, please.
Thank you. My name is Pastor [Lagoke Samson Olusegun]. I so second.
Those for? Those against? Mr. Chairman, the motion is carried, so the directors are hereby re-elected. Thank you.
Distinguished shareholders, it gives us great pleasure to address you this morning. This meeting will be the AGM I will be attending as Chairman of this bank. Actually, the last Chairman at the AGM of this bank. In line with the Central Bank of Nigeria's corporate governance provision, I am expected to serve for 12 years. Having served for that term, I will be retiring at the AGM. For continuity, the Board met and nominated Engineer Mustafa Bello. At the next AGM, Engineer Bello will be the greatest serving board member. He has a good understanding of the bank. The appointment has been approved by Central Bank.
I therefore ask him to lead the meeting. I thank you for supporting him for this tenure. Give me the same support that you give him. Thank you, and God bless Zenith Bank.
Distinguished shareholders, following the transition we just witnessed, the new Chairman will now take the lead for the next proceedings.
Our Group Chairman and Founder, our colleagues, distinguished shareholders. I would want to first thank you very much for the trust and confidence. I want to assure you that we'll continue from where Mr. Jim Ovia has handed over to us. As we are not here in a session to speak, we'll just continue and take item 5c, and that is to receive the auditor's report. The bank's external auditors will now present their report on the audited accounts to members.
Thank you, Mr. Chairman. Good morning, shareholders. Good morning, everyone. Good morning, directors. My name is Wura Olowofoyeku from PricewaterhouseCoopers. Mr. Chair, with your permission, I'd like to read extracts of the audit opinions.
Permission from shareholders. Apologies. Okay, so I am reading from page 156, and I will read the first paragraph. Independent auditors report to the members of Zenith Bank Plc. Report on the audit of the consolidated and separate financial statements. Our opinion. In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Zenith Bank Plc, the bank, and its subsidiaries, together the group, as at 31 December 2025, and of their consolidated and separate financial performance and their consolidated and separate cash flows for the year then ended. In accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, IFRS accounting standards, and the requirements of the Companies and Allied Matters Act, the Banks and Other Financial Institutions Act, and the Financial Reporting Council of Nigeria Amendment Act 2023. What we have audited.
Zenith Bank Plc's consolidated and separate financial statements comprise the consolidated and separate statements of profit or loss and other comprehensive income for the year ended 31 December 2025. The consolidated and separate statements of financial position as at 31 December 2025. The consolidated and separate statements of changes in equity for the year then ended. The consolidated and separate statements of cash flows for the year then ended. The notes to the consolidated and separate financial statements, which include a summary of material financial, material accounting policies. I will also then read from page 160. That is the report on other legal and regulatory requirements. The Companies and Allied Matters Act and the Banks and Other Financial Institutions Act require that in carrying out our audit, we consider and report to you on the following matters.
We confirm that, one, 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. Two, the bank has kept proper books of accounts so far as appears from our examination of those books, and returns adequate for our audit have been received from branches not visited by us. Three, the bank statement of financial position and statement of comprehensive income are in agreement with the books of accounts and returns. Four, the information required by Central Bank of Nigeria circular BSD/1/2004 on insider-related credit is disclosed in Note 37 to the consolidated and separate financial statements.
Five, as disclosed in Note 41 to the consolidated and separate financial statements, the bank paid penalties in respect of contraventions of certain sections of the Banks and Other Financial Institutions Act and relevant circulars issued by the Central Bank of Nigeria during the year ended 31 December 2025. In accordance with the requirements of the Financial Reporting Council, we performed a limited assurance engagement and reported on management's assessment of Zenith Bank Plc's internal control over financial reporting as of 31 December 2025. The work performed was done in accordance with FRC guidelines on assurance engagement report on internal control over financial reporting issued by the Financial Reporting Council of Nigeria, and we have issued an unqualified opinion in our report dated 6 April 2026. Signed by myself for PricewaterhouseCoopers on the 6th of April 2026. Thank you very much.
Thank you very much. I now call on the external consultants to present their report, and that is Mr. Price, I mean, KPMG Professional Services. The report is on page 66. Thank you.
Hello. Yeah. Thank you very much, Mr. Chairman. Good morning, Directors, shareholders, ladies and gentlemen. Report of the I ndependent Consultants to the Board of Directors of Zenith Bank Plc on the appraisal for the year ended 31 December 2025. in compliance with the guidelines of Section 10.1 of the Central Bank of Nigeria Corporate Governance Guidelines for Commercial, Merchant, Non-Interest, and Payment Service Banks in Nigeria and Section 14.1 of the Nigerian Code of Corporate Governance 2018, Zenith Bank Plc engaged KPMG Advisory Services to carry out an appraisal of the Board of Directors for the year ended 31 December 2025. The CBN guidelines mandate an annual appraisal of the Board with specific focus on the Board's structure and composition, responsibilities, processes, and relationships.
We have performed the procedures agreed with the bank in respect of the appraisal of the Board in accordance with the provision of the CBN Guidelines and the NCCG. These procedures, which are limited in scope but sufficient for the Board's objective, in line with the CBN Guidelines and the NCCG, are different in scope from an external audit. Consequently, no opinion is expressed by us on the activities reported upon. Our approach to the appraisal of the Board involved the review of the Bank's Board papers and minutes, key corporate governance structures, policies, and practices. It also included the review of the corporate governance framework and representations obtained from questionnaires and interviews with members of the Board and Senior Management. On the basis of our review, the bank's corporate governance practices are largely in compliance with the key provisions of the CBN Guidelines and the NCCG.
Specific recommendations for further improving the bank's corporate governance practices have been articulated and included in our detailed reports to the Board. These include recommendations on Board and Committee composition. Signed, Olumide Olayinka, 7 April, 2026.
Thank you. The next is the Chairman of the Statutory Audit Committee, Mrs. Adebimpe Balogun, will now present the report of the committee on the audited accounts to members. The report is on page 148.
Thank you, Mr. Chairman. The Chairman, shareholders. I stand to report on the audit committee for the year ended 31st December 2025. In compliance with Section 407 subsection 1 of the Companies and Allied Matters Act of Nigeria 2020, we have reviewed the consolidated and separate financial statements of Zenith Bank Plc for the year ended 31st December 2025 and hereby state as follows. The scope and planning of the audit were adequate in our opinion. The accounting and reporting policies of the group and the bank conformed with the statutory requirements and agreed ethical practices.
The internal control and internal audit function were operating effectively, and the external auditor's findings, as stated in the management letter, are being dealt with satisfactorily by the management. Related party balances and transactions have been disclosed in Note 37 to the financial, and that can be found on page 295 to the financial statement in accordance with requirements of the IFRS accounting standards and directives issued by the Central Bank of Nigeria as contained in the Prudential Guidelines for Deposit Money Banks in Nigeria and the Circular on Disclosure of insider- related credits in financial statements BSD/ 1/ 2004. This report is dated 26th of January 2026 and signed by me on behalf of the Statutory Audit Committee. I would like to state that other members of the committee are Mr. Olusoji Ajayi, who is unavoidably absent but physically is with us virtually.
Professor Obika, who is sitting next to me here, and other members of the committee who are directors of the bank, are Dr. Al-Mujtaba Abubakar and Engineer Mustafa Bello. Permit me to congratulate you, sir, on your appointment as the new Chairman. Thank you very much, shareholders.
Thank you very much, Madam Chair. Distinguished shareholders, we have now come to the point of questions and comments. The report is now before you. We will take comments on the accounts presented. Yes, sir.
Good morning, the Chairman and members of this erudite Board of Directors. I say welcome, and I am thanking you on behalf of all shareholders. My name is Chief Timothy Ayobami Adesiyan. I welcome all my fellow shareholders and other investors, even those who are not present here and are observing us through the online. Thank you. Well done. My word would not be much today because it is when the company does not do well that people start to blow grammar because there is nothing going into their purse. But now, we even have something that doubles what we had last year. Please, a round of applause. The company is giving us a final dividend of NGN 8.75, having given us NGN 1.25 before, totaling now NGN 10 per share. Thank you very much for that round of applause.
This result could not be achieved by a single individual, but by a team. A whole team of the Board, management, and staff. So I congratulate them all for this successful outing. May God bless you all, and continue to move our bank forward. If you go to page 23 and 24 of this Annual Report, you will see a lot of accolades which our bank has achieved. They are 19 in all, and they all regard our bank as the best in 19 different areas. Please give this bank another round of applause. Thank you very much. Well, what I want to comment on mainly is one request which shareholders made last year, and that is that we want to see more of Zenith Bank. It may not be possible by way of meetings because you cannot do more than regulatory required meetings.
But there is a way the bank can always reach us, and I am therefore making a suggestion whether the bank will consider establishing an infrastructure trust fund which pays dividends four times a year. And that is where many investors are going now. So I am suggesting that we establish one as well. Thank you. Apart from this, I have a question, and that question is: what are we doing to stand the time of attack from cybercrime experts? May we never fall into their hands, in Jesus' name. Our bank has a good name. Envious people will always like to chop from it. And I want the bank management and the Board, everybody, to look into what we can do about this. We should not wait until we are impacted before we start to do something.
I trust them and his team and her team that maybe they are already working on it. What I am saying will just serve as a reminder, because even when you have a balance on your account, you check almost every day whether that balance is still there or whether they have carried it away. So when they give you a call, before you pick it, you first confirm whether you are committing offense or whether you are committing some mistakes which may be very disastrous. Thank you. I cannot but appreciate the Godfather of Banking in Nigeria. That is our indefatigable life Chairman, Jim Ovia, CFR. We should all continue to pray for him because we love you, and we want you to stay with us. May the Lord help you. God bless this meeting. God bless Zenith Bank.
Before I stop, I want to state that I am a shareholder and a customer of Zenith Bank, Ladipo Oluwole branch. I want to comment about the performance and the attitude of that branch staff and the manager. They are fantastic. They always treat me like if I am bigger than this. Any drop of money I have, I always deposit there. I want you to continue to assist this bank in your own little way. Those of you that do not have accounts with Zenith Bank, please do it now and make your own contribution for the progress of this bank. Thank you. God bless us all.
Mr. Chairman, directors, and shareholders of Zenith Bank. Mr. Chairman, today is a special day for shareholders in this country, as Zenith Bank has demonstrated its leadership by giving us 100% of the dividend paid the previous year. Mr. Chairman, I want to say to you that without Zenith Bank, today with the U.S.-Iran war, we would have been in a big problem in this country. Mr. Chairman, you supported Alhaji Aliko Dangote to establish the refinery. So we have oil subsidy removed, and today, Mr. Chairman, our foreign reserve has gone up and we are getting fuel. We are no longer in queues. We commend you, Mr. Chairman, for supporting this, which is helping our economy. I think we should clap for him. Mr. Chairman, since the beginning of the listing of this company, you have shown to us that you are a detribalized leader.
Your Board is comprised of people from different parts of the country. Today, Mr. Chairman, you have picked a northerner to be the Chairman of this bank, and I think this is very commendable. Mr. Chairman, we also want to thank you for giving us the MD we have today, the CEO, who is doing very well for us. She came to the exchange, Mr. Chairman, and said that Zenith will pay a dividend of NGN 5. Some people were skeptical. She fulfilled it. Then she told us last AGM that she will improve on the dividend. She has doubled it, Mr. Chairman. Mr. Chairman, her coming to this bank as the CEO has moved our share price, Mr. Chairman, from around NGN 30 today- NGN 132. Mr. Chairman, no company has made many millionaires among us like Zenith Bank, Mr. Chairman.
Most of us, Mr. Chairman, we had our share of Zenith around NGN 12, and those who have invested in Zenith even from January must be smiling to their banks. Mr. Chairman, I also want to commend Zenith Bank for your corporate social responsibility. Mr. Chairman, your representative, your area manager of the North is here, and he will confirm what I am saying. Mr. Chairman, three female girls won international competition in English language, and they came back. Mr. Chairman, they were given NGN 250,000, NGN 100,000 in recognition of their award. This MD, we wrote a letter asking Zenith to assist, and we were thinking she would give NGN 500,000 to each one of them. Mr. Chairman, she gave NGN 5 million to each one of them. Mr. Chairman, as a result of what she has done, the manager is here.
One company, OPay, said that this bank is supporting females, and they opened an account, OPay, with over NGN 1 billion, which now they have sent to CBN looking for AIP. One good return, one good action deserves another. Mr. Chairman, I also want to say that our share price, that has appreciated and your first quarter results is showing us the trend this company is moving. I am confident, shareholders, that by next year, our dividend will be higher. Mr. Chairman, this bank has shown us that it is the leader. We have been saying it here that Zenith Bank is the leader in the banking industry. Why are we saying this? While some banks, CBN did not approve for them to pay even NGN 0.01 , Adaora is saying NGN 10. Mr. Chairman, I want to take shareholders to page 38, and we commend you for the appointment of the chairman.
On this page, shareholders, you will see that our new Chairman was a former Minister of Commerce. This is showing us that this is a well-deserved appointment. Mr. Chairman, I also want to say that the issue of IT, it is only Zenith Bank that has invested $100 million in IT. We commend you for this, and this is showing you that we will have less cybersecurity issues. Mr. Chairman, we had the anniversary celebration, which was well attended, Mr. Chairman. It was a historic event, and we commend you, and we have seen the caliber of people who came. The vice president, people like Aliko Dangote. I have never seen a well-attended function like this in the current years. Mr. Chairman, on a final note, Mr. Adesiyan was talking of you establishing an infrastructure fund.
Mr. Chairman, what I want the management and the Board to do for us is to establish shareholders assistance fund. Among us, Mr. Chairman, sometimes they are sick. Sometimes even with their shares, they cannot pay school fees. Sometimes we lose our members, like we have lost Gbenga Idowu. Mr. Chairman, I would like you to establish NGN 100 million fund to be assisting small shareholders, not people like me. If you do this, we will be very grateful. Mr. Chairman, to show you how I am concerned about this, Mr. Chairman, I will contribute NGN 5 million into that fund. Thank you very much.
Thank you very much. You, sir. Please introduce yourself.
Mr. Chairman, directors, our great company, fellow distinguished shareholder. My name is Boniface Okezie. Mr. Chairman, today is not a day of many talks because I want to show a maximum respect for the immediate past Chairman who has stepped down today. A man of honor, a man of integrity, a man who wants to stay. When the version is loud, then I want to stay back to watch what he has built over the years. He came as an MD, he conquered and he succeeded and made excellent impact. In the time of banking, where almost people are going to the banking hall with mat to sleep to get their money, until Zenith entered into the banking industry. It revolutionized the banking industry with technology driven. In all those days, they call it the old generation bank, were sitting for the customers to bring their money to the bank.
When the new generation came through Zenith Bank, they were now looking after the customers. As people may say that customer is a king. Zenith Bank were targeting going even to their houses and offices to chase deposits. Then the old ones wake up that this Zenith are taking over our businesses. They wake up. Today, there have been a competition in marketing in the banking industry. That's why they call it godfather of modern banking. A round of applause for him. The second coming was as a Chairman after retiring as MD of this great bank, and he has chaired the board consistently with higher paid dividend and high rising share appreciation. He have now said, "Look, I have done very well. Let me sit back and watch. The people I have groomed, how they will perform." Mr. Chairman, kudos to you. Round of applause to him.
We pray as you are retiring, the good Lord will continue to give you good health and to able to see what you have planted. That the policies of your groom will continue to water it, to the glory of God and better of mankind. In Jesus name, amen. Mr. Chairman, I am going to say, I'm not going to say few words. Yes. No, no.
Chairman. Mr. Chairman, the only page I have here to say, because the Group MD, if I don't say it was not last, it was last year when the offer right issue was going on. I was part of that team at the floor of NGX, that he told the brokers facts behind the figures, that we are going to double our dividend. He has doubled it. Promise kept, promise fulfilled. MD, well done and your team. God will continue to keep you and bless you. NGN 10 is not easy to come by. There's a company shares prices today that are almost NGN 700 or NGN 1,000 per share. How much dividend are they paying? Less than NGN 1.30 were collecting NGN 10. This is good.
I know if CBN have allowed them to pay all that they have chunked in as a profit, we would have gone with NGN 15 today. Most banks have been denied not to pay dividend because of provision. But this bank have surmounted all the odds and said, we are paying shareholders. We promised them. When we needed them, they gathered around us. Why would we deny them their dividend take-home pay? At least with this one today, they pay into their pocket. Everybody was smiling. There's going to be food in their homes. May the food continue to be in our home, Jesus' name. Mr. Chairman, page 267, please. 267. This is a problem we're having today, Mr. Chairman. Look at page 267. AMCON. AMCON is taking us NGN 142 point something billion.
I think in the wisdom of CBN, since you have told every bank not to pay shareholders, AMCON should have withheld their money as well not to pay. That's the truth. Since you are making provision wholly, instead of making it in phases, Phase 1, Phase 2, so that they can pay dividends to shareholders. CBN should have stopped AMCON not to collect money. NDIC is there collecting good billions our bank paid. Why should the NDIC not take over those non-performing loans? What are they doing? Mr. Chairman, there's this cash reserve in the bank for CBN. We are not making use of it. That's the truth. We are happy today that CBN have brought soccer to shareholders. Otherwise, there's no dividend. Most of the bigger ones, there are no dividend payouts. Thank God for Zenith Bank and maybe one other one that has paid dividend this year.
There's no other one paying dividend. Mr. Chairman, AMCON have not done well. They are only eating deep into the account of the shareholders. If this money is here today, NGN 145 billion, shareholder would have gone here, NGN 50 dividend from Zenith Bank. Please, Mr. Chairman, I don't want to say much. You have done very well, and I've sort of done well. God continue to bless us in Jesus' name. Amen.
Thank you very much, Mr. Okezie. Please, just speak briefly so that we can save time and allow others to speak also.
Thank you, the new Chairman. Congratulations for that. Outg oing chairman, we appreciate you greatly, and that was why we thank you, for you are a very jolly good fellow. We pray that as others have said, you are going to have a long life. We will continue to see. In fact, the hotel you are building, I will be one of the customers in that hotel. Yeah. Let me comment on the GMD.
You go and get news.
The MD is a dame. I am a sir. She got certificate, and I got certificate too, and no Catholic dame or sir will want to disappoint the masses.
We will ask questions from her. I am so excited about her performance, and I want to say thank you very much, the Company Secretary, for ensuring that you guide her to a successful end. Today, we are very happy. I told you last time, we have two natural things, tangerine and orange. So we have to decide which one we enjoy, either the orange or the tangerine. As much as that, we have two reds in the public place. One red is disappointing us, one is encouraging us.
Which one is the red?
There are two reds. Use your tongue to count your teeth. You will know the two reds. Coming to the annual report, I want us to go to page seven and look at the number of ATMs given to us. Two numbers. We want to know the correct one. Mr. Chairman, let me promise you, your performances have actually endeared you to my kingdom. You will be one of the chiefs in my kingdom as time goes on. The second thing I have here, although I have made it available to the Company Secretary, who will share it with the Chairman, is on customers' complaints. We want to know which one is higher. Is it the complaint on the bank or the bank on the customers? We want to know so that we will be able to match and know whether it is going to cost us a lot of money.
If you go to that page 71, it is saying that the complaint brought against Zenith Bank by customer reduced significantly from 102,000 in 2024 to 7,599. The numbers received complaint increased by 499 in 2025 from 1,403 in 2024. We want the authorities of Zenith Bank to tell us which one is correct. Why are we not doing a good observation about complainants? We also discovered that even here in this Annual Report, that we have spent so much on people taking loans from us, which means we did not do the right due diligence in ensuring that those loans are well collateralized, because we are risking losing money if we do not do the right collateralization of these loans. Please, I want the Chairman to take note of that. He has been my friend.
We have worked together in a company where he was a director and I was also a member of the Audit Committee. So I trust him, his ability. We have argued, we have cleared that. We are now friends. So I believe in his ability that he want to do to ensure that Zenith Bank runs much better than he met Zenith Bank. So I wish you good luck.
Finally.
I'm not Boniface Okezie, you can see I have my walking stick here. I am not well-disposed like before where I can talk and talk. I wish the new management, the new Chairman, and the new management all the best and God guidance in whatever they are doing. Because I am expecting that later this year, the dividend will be more than what you are paying so that I can take care of myself. That is very obvious. I think you put your mouth where your money is. I have spent a lot of money in buying Zenith shares, hoping that it will pay my medical bill when the dividend comes out. I hope so. By the grace of God, it will happen that way. So I want to greet all my friends on the Board, including Alhaji Abubakar. So I greet all of you.
Let me stop so far and continue to pray for the Dame to succeed more than. Because this is the first time a woman was brought to manage the Zenith Bank. All the men did not give us this kind of dividend. It's the first time. I wish the Dame success in all the years ahead, with the support of Mike Otu.
And the Chairman who left, but not tired. The Chairman is not tired. That's why the way he's looking at us. I believe he will support the growing of the bank. Let me finally say congratulations. I wanted to tell you that where we are is part of London because it's having the key of the City of London. So congratulations for the award. Thank you very much, and God bless all of us.
Thank you very much. Yes, sir.
The chairman, very distinguished fellow shareholders, other directors. Chairman, I want to say that when the Chaplain started his prayer, he didn't realize that me and you are in the same kaftan, except that I lost my cap on my way here. He also didn't realize that the color of my kaftan is also the color of the outgoing Chairman. Which means that when he was seeing his vision, he probably behaved like Samuel. They needed to call him three times before he realized. Chairman, you know what gladdens my heart at this meeting following the announcement and the rearrangement of the agenda. New Chairman, I sorry for you. You know why? With Jim on our side, you see that we have increased the ammunition to attack this Board, and I'm sure he will join me. Outgoing Chairman, you won't want them to pay more dividend.
We'll join them in doing the firing work. Having said that, on a serious note, I also think that it's only fair and proper, having kidnapped Jim. By the way, we took him from St. Nicholas House, and then we brought him to VI. But now I'll be asking other shareholders that we are going to release you full time, and we are not going to ask your family to pay any ransom. So you can remain with Madam 24/7. You don't need to run around doing anything for us. But even if you want, it will be at your own time. I also did read the love letter you wrote in the last rites circular. And I said, "If Jim at this age is still toasting shareholders like he used to toast young girls those days.
Then you must make sure that you don't allow the right issue to go unattended to. And I'm happy that one of the speakers earlier said that probably because the GMD knew what was in the love letter before he came. He came to the trading floor, and he was dancing what Farouk didn't understand. Because what he's used to is the one that is played in Kano. But in Lagos, she danced boogie, and in the boogie was when she made that pronouncement. So that is where I'm going to be emphasizing on my contribution today. Yesterday is gone, and I can assure you that these shareholders, even before they finish collecting this dividend for today, they will forget. So I will join them in forgetting and say, where are we headed? And I'm happy that in this report you talked a lot about sustainability.
So in terms of sustainability, I would be hoping that next year, looking at page 68 and 69, having had the number of shareholders move to 825,000 from 653,000. That means that a lot of confidence that the shareholders are also looking forward to. So come 2026, year-end, and by special grace of God granting us life when we are here next year, the growth that I will be hoping that will earn you an applause from me, and I'm sure for quite a number of shareholders, including the tied and well-dressed, so we can also get as well-dressed as they are, is that your performance in terms of earnings or in terms of growth, will be higher than the 93.36% that you have done in 2025. And why is this so?
Given the size of write-off that was done in this year, I'm hoping that for 2025, I'm hoping that in 2026 they'll begin to come in and they'll go straight to the bottom line. Secondly, I'm also hoping that what you'll be doing in 2026, which you'll be reporting in 2027, is that the subsidiary will also do much more. I'll be hoping that the best that we'll be getting from the subsidiaries will not be less than 153% growth like was done in 2023. Going further, I will also be hoping that one of our major assets, if not the major asset, which is staffing, manpower, because if you look at page 128 and 129, the exit did drop, yes.
If you look at the cost of training going up, and then you look at the tenure of the persons that are leaving, you begin to understand that it's an area that we must also give major attention to, because if we don't, even our ability to take down the difficult aspect of our business will also be challenged. Going forward as well, I'll be hoping that, again, looking at page 162, with the size of loan growth, what we then will be hoping will happen, is a situation where the amount of income that will come from that will also be on the higher side. I have given you all of these, so that when you come next year and you don't do too well, I would mention, I showed you the way.
Since you didn't look at the way, then you have to explain yourself. I'm also hoping, and I think this is in the space of the Company Secretary and the Registrar. If we come in here, year in, year out, and we approve dividends, and those dividends then remain unpaid, it then means that something is wrong as our understanding of this business. Because whether Farouk wants it or not, it's not a socialist business, it's a capitalist business. Capitalists don't leave their money lying fallow all over the place. Though some of them will tell you that their money grows like grass. One of the things I tell them, if it grows like grass, see, you also will burn like grass. I don't think that is what we are in for. Let's begin to find a better synergy between the Registrar and the Company Secretariat.
Come to think of it, the Registrar is an extension of the Company Secretary's office. We must begin to pull down the size of unclaimed dividends. Because a state where federal government is borrowing NGN 100 billion of other people's money, also tells a different story in the international space. We have a responsibility, and I think it's something that we must also begin to look at. On a final note, Mr. Chairman, I didn't realize how slim the staff of Zenith Bank. I took time when I saw the arrangement here. They so arranged it in such a manner that if you are on the big side, you will not have space to enter here. I think that is also a risk in itself.
Let's allow the slim one like us, the slimmer one like us, and the bigger ones to also have space of moving around when we are in this space next year. New Chairman, Outgoing Chairman, thank you for the opportunity to speak.
Thank you very much. Take this lady.
Thank you, Mr. Chairman. Mr. Chairman, Board of Directors, regulatory authorities present, distinguished shareholders, good morning. My name is Mrs. Bakare Adebisi Oluwayemisi, the National Coordinator of Pragmatic Shareholders Association of Nigeria. I would like to start my comments by commending the entire Board and management for the strong and exceptional performance delivered in 2025. We can see that on page five of the annual report. Our gross earnings grew by 6% to NGN 4.19 trillion, while profit after tax also rose to NGN 1.04 trillion. Our non-performing loan ratio stood at 3.8%, and our capital adequacy ratio of 25.3%. This is very commendable, Mr. Chairman, and I want my colleagues to appreciate the entire Board, management, and staff of Zenith Bank Plc for that.
Like I was discussing with one of the shareholders, he was asking me, "Why is Zenith Bank not going as the [HoldCo]?" I said that is not the reason you will get good dividend. You have tell us that without being [HoldCo], shareholders will get returns on their investment, and we really appreciate that from you, ma. Page 17, business locations. I commend the Zenith Bank for expanding its footprint to 456 locations across six countries. This is highly commendable. I commend the entire board for that also. Page 25. I want to commend our bank for its various recognitions, particularly being ranked among the top 1,000 banks globally and for maintaining its position as the number one commercial bank in Nigeria for the 15th consecutive year. This achievement reinforces Zenith Bank's leadership in the banking industry.
I want to also commend our bank for being the first bank in Nigeria as at today to cross the NGN 5 trillion mark of capitalization, thereby becoming the most valuable bank in Nigeria. Congratulations to the entire Board, management, and staff for this great achievement. Page five, I have question. Our cost-to-income ratio increased from 38.9%- 45.2%. My question is, what specific measures is management implementing to improve cost efficiency and bring this ratio down? Page 266, Note 10. I want to ask that, how do we hope to reduce the impact of trading loss? If you look at this page, you will see it there. How do we hope to reduce the impact of the trading loss of NGN 63.1 billion, which is a sharp reversal of 2024 profits of NGN 1.3 trillion?
On a final note, I want to commend the office of the Company Secretary and his team for this well-coordinated Annual General Meeting and timely response to shareholders' inquiry. Once again, thank you very much, Mr. Chairman, for the opportunity given to me.
Thank you very much.
Your Excellency, the Chairman of this august gathering, members of the Board of Directors, distinguished regulators, and honorable shareholders from all walks of life. My name, sir, I remain Dr. Kazeem Olayiwola. I come from Kaduna State, representing the investors, juggernauts in all the three senatorial districts of my humble state. Mr. Chairman, members who have spoken earlier before me have expressed their congratulations and felicitate with the Board of this bank, including by the management and staff of this reputable financial institution. My humble take is that Olympic is a global game where the best team deserves the honor. I want you to take note that showering Nkem means felicitating with you is not the end, but you should strive more to become number one globally, and I pray Almighty Allah will crown your effort to reach this feat by the grace of God.
Mr. Chairman, let me quickly go slightly without any fear or favor that the dividends you have declared. I have spoken with one of the staff of this bank. You are making us proud. Simply because I could recollect since 1990, when this bank was established, it has been a long time that we have recorded this kind of dividend. For us who are drying our sweat out for our little income in my place of work, I think it is a commendable effort for us and all other investors in the global world. Mr. Chairman, my simple question goes thus. We have heard little achievement or going forward about the bank and the subsidiaries. I want to know how far we are moving in the diaspora. We learned from this record that we have banks operations in other countries. How far have we gone?
What are the challenges faced by Zenith Bank so that our people can benefit from this information when it gets home? Again, on a final note, on page 21 and 32, the award that you are listed is highly commended. I want to say we should continue to record more success for the bank because receiving awards does not matter, but working hard to showcase what you have received to the whole world. On human capacity development, an institution that is performing like this needs to be properly empowered with knowledge. Current trends in the academy should be given to our staff so that they can perform better, because I can see the smile of living good and with job satisfaction on our staff. But I want you to please do not rest on your oars. Do not rest on your oars.
When you graduate a student, your joy will be a prayer for him or her to come back for further studies so that such a person will replicate you. This now leads me to succession in Zenith Bank. Succession is very paramount. We should work on it, and we should pray on it. Almighty Allah will crown our effort collectively. On this note, I want to thank you, ma'am. Thank you very much.
Thank you very much. I would now want to thank each and every one of you for your comments and to invite the Group Managing Director to respond to the issues raised by the various speakers. The GMD, please.
Good morning, esteemed shareholders, ladies and gentlemen. Thank you very much for your continued interest and confidence in Zenith Bank and your comments as well as your questions. During our AGM of 2025, we actually made firm commitments and promised to deliver exceptional results to these shareholders. Today, I am pleased to announce that we have fulfilled our promise. Firstly, we promised shareholders that we would pay quantum leap dividend. Amen. We have delivered that mandate with 100% increase on our dividend payment. Thank you very much, sir. We have really delivered on that mandate by paying 100% dividend, doubling our dividend 100%, and we are still poised to even do more. Following, we also made a commitment following our successful capital raise that we are going to apply 35% of the money we raised in global expansion.
I am also pleased to announce to shareholders today that we have lived up to that commitment. Well done. As I speak, we have expanded our footprints in the U.K. to have a Manchester branch. We have also established our Cote d'Ivoire branch last week. Thank you very much. We are about to start operation in East Africa. We have concluded acquisition of a profit-making bank in East Africa, which is in Kenya, where we are going to sign off next week to take full ownership. To take full ownership of a profit-making bank in Kenya. With all these expansion strategies, this is very deliberate and is really the same strategy we told the shareholders we are going to deploy in our expansion drive.
We have continued to follow our customers' businesses to go to countries where we have opportunity to scale, countries where we can get cultural adaptation easily, and countries where we will make profit. Our expansion strategy has been very deliberate and very strategic. All the countries where we operate today, all of them are making profits. We are very conscious of our expansion, and we are doing it very strategically. Based on this, most of the milestones we have achieved, you can look at the financials. I am happy that most shareholders have been able to review that. We have actually grown our customer base to 36.7 million customers, and we have also grown our deposit base to NGN 24.3 trillion. We were able to grow this customer base based on our aggressive mobilization of low-cost funds to be able to grow our risk assets.
When we grow our risk assets, definitely our profits will grow, and we will pay more dividends to shareholders. We have been able to do that effectively. We have also remained the most profitable bank in Nigeria.
Thank you very much. We have remained the most profitable bank in Nigeria, with profit before tax of NGN 1.26 trillion as at December 2025. Thank you very much. Zenith Bank is the largest bank in Tier 1 capital of NGN 4.17 trillion. Just like the shareholder alluded to recently, Zenith Bank emerged as the bank with the highest market capitalization of NGN 5.5 trillion. Our shares gained over 200% in value, and recapitalization was fully executed. As we speak, Zenith value has really grown, and we are here, and we are very determined to ensure we continue to work on shareholders' value. Recently, just like the same shareholders alluded to, there was a significant write-off, and despite that, we are still able to make profit and pay dividends. We are very committed to continue to do that.
We will continue to hold very strong risk discipline. That is what we are doing to ensure that our NPL, non-performing loan, is within the regulatory threshold of 5%. We will continue to ensure that our risk discipline is maintained so that we will not book bad loans that will erode your value. Having said that, we are even looking at how we, as a bank, can be more efficient because Zenith Bank is a bank that is strong on corporate governance, and we will continue to leverage on that to build a sustainable bank that will outlive generations to come. I know there are some questions that came up on our cybersecurity.
Recently, in 2024, 2025, we overhauled our IT infrastructure to a more robust infrastructure, and we have the best infrastructure in IT in the entire banking industry, which is very robust and is an IT infrastructure that is well equipped with enough firewalls to ward off cyber attacks. So your investment is very safe with Zenith. We have the technology to prevent that, and we have not had. We will continue to invest in such technologies to ensure that we protect your value. There is another question on cost efficiency. For us in Zenith, just like you know, there are some costs that we cannot avoid. We have regulatory costs, which has to do with AMCON and NDIC premium. Those ones are statutory, and we have to continue to pay that. You observe we pay almost NGN 200 billion in that. These are the costs that we cannot avoid.
It is just a function of your size as an institution. As we all know, too, we know that energy cost has really increased and is impacting on our businesses as well as technology costs. It does not come easy. At the same time, we are very conscious of the fact that we need to continue to encourage our workforce to build more capabilities and pay our unicorn workforce very well so they can deliver that result. So we are focused on doing that. That kind of cost is something that we are very conscious of, and we will continue to empower our team. Notwithstanding, with the robust IT infrastructure that we just finished upgrading and updating, we are going to use it to drive digital technology in all our practice platforms.
We are going to ensure that we use that IT to drive most of our touch points. We are going to ensure that most of all our platforms are able to generate very good support for us to be more efficient, and to be able to facilitate our processes so that we can reduce costs, and also improve on services that we deliver to our customers. Talking about write-off, those loans that we wrote off in the past, we have really started recovering them. Once we do that, we will be able to put that back in profit, and it will help us to pay more dividends. There is a question on Okay. Dear shareholders, we will continue to work on our global expansion strategy, upholding high standard of corporate governance, and building a sustainable institution.
As I mentioned earlier on, dear shareholders and investors here present, we are well-positioned to deliver a monumental growth to all of you, and we want to promise that the share value will continue to grow, and will continue to exceed your expectations. We will continue to exceed your expectations. We will continue to exceed your expectations to grow our top and bottom line so that we will be able to pay you enhanced dividends. Thank you very much for all your support, and thank you very much for the faith you have in Zenith Bank. We are very confident. We are very confident that we will continue to deliver on our mandate, and continue to pay you the desired and enhanced dividends at all times. Zenith Bank will always be in your best interest. Thank you very much.
Thank you very much, Group CEO. Next, we take resolutions. We will now proceed to vote on the various resolutions for the meeting. Note that a number of proxy forms were received prior to this meeting. We will reflect the voting pattern in the minutes based on the proxy forms received, as well as for members present in person here. We will now proceed to vote on the various resolutions for the meeting. I will read out the various resolutions while a member seconds same. Proceed to vote on each resolution. Those for or against the resolutions will so indicate. The resolutions are as follows. Adoption of accounts.
Be it resolved that the report of the directors [inaudible] NGN 359,361,012,508.75 out of the profit after tax for the 12 months ended 31st December 2025, be and is hereby declared payable on pro rata basis to the shareholders holding fully paid ordinary shares registered in the books of the company at the close of business on the 24th day of April 2026. Bringing the total dividend for the financial year to NGN 10, and a gross dividend of NGN 410, 698 , 310, 000. That the directors be and are hereby authorized to give effect to this resolution. I now invite a seconder.
Over to you sir.
Thank you, Mr. Chairman. Adio A. Alex is my name. I rise to second that motion. Thank you.
Thank you very much. So those for it? No opposition? Those against? As the Chairman, I declare the motion carried. Thank you very much. Now, the third one is election of new directors. In line with Section 287 of the Companies and Allied Matters Act, CAMA 2020, a motion to appoint two or more persons as directors based on a single resolution must be unanimous. I move that the directors be elected on a single resolution of members, and I invite a seconder- Okay, this. Yes. The names are Dr. Rislana Kanya Abdulazeez, Independent Non-Executive Director. I think you can stand for identification. And Mr. Kennedy Onuwa Okwudili, an Executive Director. Stand for identification. Okay. So you, sir.
Chairman, thank you for recognizing this red cap chief. My name is Patrick Ajudua. I rise to second the motion.
Thank you very much. Those for it? Those against? I declare the motion carried. Thank you very much. I further move as follows. I think that's what we have taken. Yes, that's what we have taken now. Okay. In line with Section 274, subsection 2 of the Companies and Allied Matters Act, 2020, be it resolved that A, Dr. Rislana Kanya Abdulazeez, an Independent Non-Executive Director, B, Mr. Kennedy Onuwa Okwudili, an Executive Director, be and are hereby approved as directors of the bank. I invite a seconder. That lady there.
Finally. I rise to second that motion. My name is Mrs. E. O. Obideyi. Don't mind my sitting down. I'm always at the side of the staff because they are good. You can see how fat they are like me.
Thank you very much. So those for? Okay. Those against?
No.
I declare the motion carried. Thank you very much. Then we take remuneration of the auditors. The resolution reads thus, be it resolved that the directors be and are hereby authorized to fix the remuneration of the auditors. I invite a seconder. This side.
Thank you, Mr. Chairman, for giving me the opportunity to speak. My name is Mustafa Chinedu. I rise to second that motion.
Thank you very much. Those for? Those against? I declare the motion carried. Thank you very much. The next is disclosure of the remuneration of managers of the bank. Section 238 of the Companies and Allied Matters Act, 2020 provides that at this meeting, the disclosure of remuneration of managers of the company be done. Accordingly, this item is provided for on page 246 of the financial reports for information of members. There is no voting on this item, just for your noting. Thank you very much. Now, the next is special business general mandate. The resolution reads thus, that the general mandate given to the bank at the previous general meeting to enter into recurrent transactions with related parties or interested persons for the bank's day-to-day operations, especially transactions of revenue or trade in nature, be and is hereby renewed. I invite a seconder. This time from this side.
I would have gotten angry with you, but I'm calm now. The name is [Prince Ridwan Hamza], all the way from Gusau, Zamfara State. I rise to second the motion. Thank you.
Thank you very much. Those for? Okay, those against? Okay, I declare that motion carried. Now, the next is director's fee. The resolution reads thus, be it resolved that the director's fee for the 2026 financial year be and is hereby fixed at NGN 60 million, NGN 60 million only for each director. I invite a seconder. You, sir.
Thank you, our able chair. Tunji Bamidele is my name. I second that motion. Thank you. God bless you.
Thank you very much. Those for? Okay, I think the Company Secretary will handle that. Sorry. Let me continue. Please, just continue, Company Secretary.
Yes. Okay, I will read the resolution again. Be it resolved that the director's fee for the 2026 financial year be and is hereby fixed at NGN 60 million only for each director. Seconder, please.
Thank you, my interim Chairman. My name is Eric Akinduro. I second that motion.
Those for? Those against? Mr. Chairman, that motion is carried. Thank you, sir.
Thank you very much, Company Secretary. We go to the next item. That is election of the Audit Committee. The Companies and Allied Matters Act 2020, Section 404, subsection 3, requires that the Audit Committee of the bank be made up of two Non-Executive Directors and three shareholders representatives. The directors representatives for the audit committee for this new financial year will be, A, Dr. Al-Mujtaba Abubakar. I think you should stand up for recognition once again. Ms. Pamela Mimi Yough. Where is Pamela? Yes. Stand up for recognition. Okay, thank you. A number of nominations were also received from the shareholders in the office of the Company Secretary. However, beyond some withdrawals, the following met the 21 days requirements as stated in the Notice of Meeting. Mrs. Adebimpe Balogun, Professor Leonard Obika, and Mr. M. O. Ajayi.
These are the valid nominations, and they stand unopposed and are hereby elected. This marks the end of the business of this meeting. Let me use this opportunity to thank shareholders for their time. I now invite for closing prayers. Can I let somebody give us the closing prayers?
[Foreign language] I pray God Almighty, Allah, to return us to our various destinations safely. We appreciate our outgoing chairman, Mr. Jim Ovia, who is the founder of this bank, and we are still enjoying his sweating and work he has done for many years. We are still appreciating him for what we are receiving as capital appreciation and dividend. I wish you good health, long life, and prosperity, Mr. Chairman. Also during your retirement in office, we wish you well. We hope, God willing, next year, you will come and join us here. We are smiling with you for doubling dividend from our wonderful lady, Mrs. Adaora. What man can do, woman can do more. We appreciate you. We appreciate our Company Secretary and the Secretariat. We appreciate the incoming Chairman.
We hope, we pray for you will take over where Mr. Jim Ovia stopped, because the last AGM now is by Jim Ovia. During Jim Ovia, today we received last dividend of NGN 10. We hope, by God's willing, next year we will watch your own dividend. I pray God Almighty to return us to our various destinations safely. [Foreign language] Amen. Thank you very much.