Good morning. I will now get [audio distortion]-- members of the Board of Directors. Then I start on my right, the Managing Director of the bank. She can introduce herself.
My name is Dame Adaora Umeoji, Group Managing Director of Zenith Bank.
My name is Dr. Peter Bamkole, Independent Director.
My name is Akindele Ogunranti , Executive Director.
My name is Mustafa Bello.[audio distortion].
My name is Dr. Juliet Ehimuan, Non-Executive Director.
My name is Adamu Lawani, Executive Director.
Pamela Yough, Non-Executive Director.
Good morning, everyone. My name is Adobi Nwapa, Executive Director.
Good morning, shareholders. [audio distorion]
Good morning, everyone. My name is Henry Oroh, Executive Director.
Good morning, everybody. My name is Dr. Al-Mujtaba Abubakar, Non-Executive Director.
Good morning. My name is Dr. Omobola Ibidapo-Obe Ogunfowora. Non-Executive Director.
Good morning, everyone. My name is Louis Odom, Executive Director. Thank you.
Good morning, everybody. Michael Otu, Company Secretary.
My name is Jim Ovia .
For the members of the statutory audit committee, we have Mrs. Adebimpe Balogun. We have Professor Leonard Obika. Mr. Michael Olusoji Ajayi. We have our external auditors, Messrs. PricewaterhouseCoopers. External consultant, KPMG Professional Services. Of course, we have our registrars, Veritas Registrars. We equally have our regulators at this meeting, the Central Bank of Nigeria. The Securities and Exchange Commission. The Nigerian Exchange Group. Corporate Affairs Commission. We equally have the NDIC joining us online. Thank you, Mr. Chairman. Notice of meeting. The notice of this meeting is on page 22 to 23 of your annual report.
Notice is hereby given that the 34th annual general meeting of Zenith Bank Plc will hold on Tuesday, April 29th, 2025, at the Civic Center, Ozumba Mbadiwe Phase, 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 31st, 2024. The report of the directors, auditors, and audit committee thereon. To declare a final dividend. To approve the appointment of the following directors: Pamela Yough, Adamu Saliu Lawani, and Louis Odom. The appointment of these directors has since been confirmed by the CBN. Four, to re-elect the following directors who retire by rotation at this meeting: Mr. Chuks Emma Okoh , Dr. Peter Bamkole, Dr. Mrs. Adobi Nwapa, and Mr. Akindele Ogunranti. Five, to authorize the directors to fix the remuneration of auditors.
Six, to disclose the remuneration of the managers of the bank in line with the provisions of CAMA 2020. Seven, to elect members of the audit committee. Special business. 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, together the group, be and are hereby granted a general mandate in respect of all recurrent transactions entered into with a related party or interested person, provided such transaction 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 for the company is held.
Nine, to consider and if thought fit to pass the following as ordinary resolution, that the remuneration of the directors of the bank for the year ending December 31, 2025 be, and is hereby fixed at NGN 50 billion only for each director. To consider and if thought fit to pass the following resolution as special resolution. That following the cancellation of unissued shares of the company at the conclusion of the capital raise, clause six of the company's memorandum and articles of association, be and are hereby amended to reflect the new share capital of the company by substituting the words and figures 31,396,493,787 divided into 62,792,905,774 ordinary shares of NGN 0.50 each, and replaces same with the following words and figures.
20,000,534,915,000.50 divided into 41,069,830,001 ordinary shares of NGN 0.50 respectively. 11, that the section titled Directors on page 19 of the articles of association of the bank be and is hereby amended by substituting the following. Unless and until otherwise determined by the bank by ordinary resolution, the directors of the bank shall not be less than five or more than 20 in number, to now read, unless and until otherwise determined by the bank by ordinary resolution, the directors of the bank shall not be less than seven or more than 15 in number.
12, that the interpretation section of our memorandum article of association, reference to the Act, that is the Companies and Allied Matters Act CAP C20 Laws of the Federation of Nigeria 1990 as amended, or modified from time to time should be amended to be Companies and Allied Matters Act Number 3, 2020 as amended from time to time. Dated this 26th day of March 2025. The notes of the notice are stated there. By order of the board.
I need to read this, huh?
Yeah.
Okay. Page 26 to 29.
Yeah. Chairman's statement is on page 26 and 29. The bank's external auditors, PwC, will also present their report on the audited accounts of two members. PwC, right?
Thank you, Mr. Chairman. Our report on the audit of the consolidated and separate financial statements. Our opinion. In our opinion, the consolidated and separate financial statements. Page 103. 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 and its subsidiaries, together the group, as at 31 December 2024, 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. Basis for opinion. We conducted our audit in accordance with the 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. The report also includes a section on independence, key audit matters, other information, responsibilities of the directors and those charged with governance for the consolidated and separate financial statements, the auditor's responsibilities for the audit of the consolidated and separate financial statements. I will read in detail our 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 and locations not visited by us. Three, the bank's statement of financial position and statement of profit or loss and other comprehensive income are in agreement to the books of accounts and returns. Four, the information required by the CBN circular BSD/1/2004 on insider related credits is disclosed in note 37 to the consolidated and separate financial statements. Five, 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/or relevant circulars issued by the CBN during the year ended 31 December 2024. Finally, 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 2024. The work performed was done in accordance with FRC guidelines on assurance engagement reports on internal control over financial reporting issued by the FRC of Nigeria. We have issued an unqualified opinion in our report dated the 26th of March 2025, signed by myself for PricewaterhouseCoopers on the 26th of March 2025. Thank you.
Thank you. I call on Messrs KPMG Professional Services to present their report on the Board of Directors evaluation.
Thank you, Mr. Chairman, and good morning, shareholders. The report of the independent consultant is on page 73. I hereby read. Report of the independent consultant of the board of Zenith Bank Plc on the appraisal for the year ended 31st December 2024. In compliance with the guidelines of Section 10.1 of the Central Bank of Nigeria's corporate governance guidelines for commercial merchant and non-interest and payment service banks in Nigeria, the CBN guidelines, 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 31st December 2024. The CBN guidelines mandate an annual appraisal of the board with specific focus on the board structure, 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 provisions of the Central Bank's guidelines and the NCCG. These procedures, which are limited in scope but sufficient for the board's objectives, 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 a 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 Central Bank guidelines and the NCCG. Specific recommendations for further improving the bank's governance practices have been articulated and included in our detailed report to the board. This includes recommendations on the board and committee composition. This report is signed by my humble self on the 14th of March 2025. Thank you, Mr. Chairman.
Audit Committee Chairman of the Sector of Audit Committee, Mrs. Adebimpe Balogun, will now present the report of the committee on the audited accounts to members.
Thank you, Mr. Chairman. Good morning, distinguished shareholders. I present the report of the Audit Committee for the year ended 31st December 2024, and it's on page 95 of the annual report. In accordance with Section 404 subsection 7, 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 2024 and hereby state as follows. The scope and planning of the audit were adequate in our opinion. The accounting and reporting policies of the group and bank conformed with the statutory requirements and agreed ethical practices. The internal control and internal audit functions 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 on page 245 of the annual report to the financial statements in accordance with requirements of the International Financial Reporting Standards, IFRS, and directives issued by the Central Bank of Nigeria, CBN, as contained in the Prudential Guidelines for Deposit Money Banks in Nigeria and circular on disclosure of insider-related credits in financial statements BSD/1/2004. This report is dated January 27, 2025, signed by me but representing other members of the committee as follows. Mr. Michael Olusoji Ajayi, Professor Prince LFO Obika. They are right here with me. Non-executive directors are Dr. Al-Mujtaba Abubakar and Engineer Mustafa Bello. Thank you very much.
Distinguished shareholders, the report is now before you. We will take comments and questions please.
Thank you, Chairman. Good morning to Don't direct the affairs. Let the Chairman direct the affairs of this meeting. Thank you. Freedom of the City of London Award winner, Chairman Jim Ovia. Commander of the Federal Republic of Nigeria, distinguished and eminent board members of Zenith Bank. Elders in the land. My fine fellow articulate and shareholders. Ladies and gentlemen, my name is Chief Timothy Ayobami Adesiyan. A shareholder and first patron of Noble Shareholders Solidarity Association, founded by late Asiwaju Akintunde Asalu of blessed memory in 1985. Now, I want to comment on the performance of Zenith Bank Plc. I want to start first with the quality of the annual report we are considering. It's a quality annual report. Well binded and carrying all the necessary adverts we need to move our company forward. Please give them a hand of applause. Thank you.
I will refer you to page two of this annual report. Interest and similar income grew by 138% and net income grew by 135%. Operating income increased by 74%. Thank you. Operating income increased by 74% and the profit after tax increased by 53%. Earnings per share of NGN 32.87 per share. Increase in our cost on page five. Cost of funds increased from 3.0% to 4.8% in 2024. Cost to income of 36.1% in the previous year increased to 38.9%. That's an increase of 8%. We succeeded in bringing our non-performing loans down from 4.8% to 3.48%, which is -27.8%. My special appreciation to Zenith Bank branch, Oladipo Oluwole, Ikeja, for their special and unique treatment of customers because that is where I bank.
Now we[audio distortion] My concern is how do we solve the problem of this cost of funds and all our cost of income increase? A lot still has to be done. I appreciate the efforts of the staff, management, and board of Zenith Bank. If you go in front of their office day and night, you will see the lights on. The people are busy working. At times I ask, "What time do these people go home? What time do they rest?" Tomorrow morning by 8:00 A.M. again, they are there. Please give this board, staff, and management a hand of applause. Thank you very much. I also want to appreciate the capital adequacy ratio of the bank, which was 21% in the previous year and has gone to 25.6% this year. That's an increase of 18%. The non-performing loan has been reduced from 4.8%- 3.18%.
These and other efforts and innovations which the board, staff, and management of the bank are putting into the business is giving the bank an edge in which we are all rejoicing. In a race, even if you are 200 running the race, one person will come first, and the others will follow. But despite that, they are own people. We always appreciate them. Zenith Bank Plc, we thank you and appreciate you. God be with you all. Thank you.
Thank you very much.
The Chairman, Zenith Bank Plc, distinguished directors of this great company, fellow distinguished shareholder, good morning. My name is Okezie Boniface. Mr. Chairman, w hen I walk into the hall this morning, coming from the underground, at least this place looks so good that Zenith is a bank that we treasure and is a bank you can do business with. We celebrate you because the atmosphere have also colored to celebrate this main achievement. Mr. Chairman, like the first speaker, I am not going to bother you too much so that we can go home and begin to enjoy this dividend of NGN 5 you have given to us. Mr. Chairman, in the history of banks today, Zenith Bank made NGN 1.7 trillion after tax. That is the profit. It also grew the balance sheet almost NGN 3.7 trillion.
Mr. Chairman, this is no other feat, because to do business in Nigeria and you give this kind of superlative result is not an easy task. The management have a sleepless night to work out this dividend we are going to share today. Mr. Chairman, I want to commend their tenacity. That shows that they are father of all bankers in Nigeria. This is a fact and a testament that Zenith Bank is still growing stronger than the other thing. Mr. Chairman, we would have doubled our payout today if we are going by current unshare own issues. We have new accommodations, new entrant into Zenith doing the right public offer and right. All have been accommodated in this dividend we are sharing. A round of applause for this bank.
When Dame Dr. Adaora was in a change to present five behind the figures, she made a promise that Zenith Bank is going to reward any investor that invested in this bank, that we have the management, we have the workforce to turn things around. That we are not coming here to look at the hall of NGOs hall, but we are out to do business. I assured my word, we are going to reward you adequately. That is a statement, that is a fact, which have been translated today. Mr. Chairman, my worry is this senseless penalties and fines by CBN. No matter what you do, they must find a way to take away money from institutions. A whole NGN 15 billion was paid out on penalties. On that, we still have page 254, mandatory reserve deposit with CBN, NGN 5.3 trillion.
We can't make use of it, and no interest is being paid. They have hoarded it in CBN. I don't know what kind of regulatory institution we have in Nigeria. They are dragging every institution down. In that state, AMCON took NGN 92.201 billion from this bank without working for anything. We don't have any taxes they're taking away from this bank. Why must we continue to dole out this money to AMCON, who are reaping where they did not sow? Mr. Chairman, it is high time the Bankers' Committee began to fight these monsters. With the entire shareholder joining force with the board of banks in Nigeria, because they have outlived their usefulness. That's why they don't want to exit. In Asia, we're copying these things. They resisted. No more AMCON over there. That's why we copy these things. So why should we continue to pay AMCON?
Zenith Bank would have double paid NGN 20 if this money were here. What are we talking about? Mr. Chairman, in all of these things, operating expenses. Mr. Chairman, last year, the bank spent NGN 291.73 billion. In trillions, maybe we would have spent over much. But the bank spent NGN 586 billion. That means the bank is still prudent. I want to commend the management for what they have done. The workforce, what they have been doing. I want to commend them so much. You have done very well. Cost of doing business in Nigeria is too high. If you are doing that, they will still have the audacity to come and lock gate, come and lock your premise of operating, asking for one penalty or the other. Even under a month, they want you to rob the billions of naira. Where do we go from here?
Every year you decorate Ajose Adeogun. I know how much it cost, the millions, to make that place beautiful. You tile the road. You pay tax. You dole out money, CSR to other societies, other education institutions, health education administrators, et cetera. But the government are not satisfied. Local government are there, state are there to see how we can gate. Mr. Chairman, having said all of these things, may the good Lord continue to keep management strong, to be able to weather the storms of doing business in Nigeria. Mr. Chairman, I want to also commend you for donations of NGN 12.7 billion to institutions who have benefited. May Zenith continue to oil out and give back to society where you operate.
That's why God will continue to give chairman life and continue to keep you strong, so that you will continue to see this institution through, for this bank to live 100 years and above that. I pray that and we do that. Mr. Chairman, finally, I want to commend the bank on page 23 and 24 for numerous awards given. Mr. Chairman, it is good. If you look at that page, the awards Zenith packed, it didn't leave to another bank to collect. That is too much. Mr. Chairman, all these awards give a testament of what Zenith stands for. The Best Bank in Nigeria, Global Finance. Biggest Bank in Nigeria by the one tier capital. Best Commercial Bank in Nigeria, World Finance. Best Corporate Governance in Nigeria, World Finance. Most Sustainable Bank in Nigeria, International Banker. The Bank of the Year, BusinessDay. Retail Bank of the Year, BusinessDay.
Bank of the Year, The Banker. Most responsible organization in Africa. Best gender equality in women empowerment. Best in transparency and reporting. Best social media, Phillips Consulting. Bank of the Year, ThisDay. Bank of the Year, New Telegraph. Mr. Chairman, endless kudos to the workforce. No wonder Zenith Bank, when they wear red, they are all happy to wear this red, for red is blood. They are donating much to the society. May God continue to enrich and bless all of us and bless shareholders. Continue to pray for them. By next year, we are having NGN 10 dividend by the grace of God. Thank you.
Mr. Chairman, Board of Directors of Zenith Bank, shareholders, and regulators. My name is Dr. Faruk Umar , President, Association for the Advancement of the Rights of Nigerian Shareholders. Mr. Chairman, let me join my colleagues in congratulating you for the exceptional results that you have presented to us today under the management. Madam, we have to celebrate you because you have done so well for us. You came to the Nigerian Stock Exchange, did facts behind the figures before the recapitalization, and you promised us that despite the additional shares we are going to have, we will have NGN 5 as dividend. I think we should clap for them. Shareholders should realize that even though one bank paid NGN 8, go and look at the total sum paid. Zenith has paid the highest amount in terms of dividend in the banking industry. We should clap for them.
Not only that, Mr. Chairman, you have now moved our profitability to trillion. When we started in 2005, 20 years ago, we were talking of millions. Jim, you moved our profitability to billions, and now our profit after tax is NGN 1.3 trillion. This is highly commendable. At this time when the economy is really being very difficult for institutions to make profit, you have moved our assets, you have moved our shareholders' funds. Even the gross earnings, everything is now in trillion, and we thank you for that. My colleague has spoken about the awards. Madam, we commend you. We never in the history of Zenith had so many awards, and they are not only ordinary awards, they are awards that are recognized internationally. We thank you for that.
Mr. Chairman, I also want to say that AMCON, yes, we are paying AMCON, but we have a bigger AMCON today. The tax we are paying the government is becoming too much, Mr. Chairman. If you aggregate the tax being paid by banks and other quoted companies is even heading towards the total budget of the country. We are appealing to President Bola Tinubu to have mercy on us. We pay corporate tax, we pay withholding tax, we pay education tax. It is too much on us shareholders. I think government should sympathize with us and ensure that this tax is reduced. Not only that, CBN, every year, a small infraction, we pay NGN 250 million, we pay NGN 75 million. Simple things regarding ATM. CBN is charging us, is fining our company banks a lot of money. I think, Mr. Chairman, this should stop.
If it is not stopped by this year, shareholders, I think we should go to court and challenge the unnecessary tax being put on our banks. Mr. Chairman, we are 20 years, Mr. Chairman, since you started inviting us to AGM. Chairman, shouldn't we celebrate 20 years anniversary for your listing on the Nigerian Stock Exchange? Mr. Chairman, I am over 70, and I am sure by the time you do the 50th anniversary, [Sir Nwosu] and I, and Adesiyan, most of us will not be around. So Mr. Chairman, please, kindly arrange at least a 25th anniversary for us so that we will have one celebration before we depart to our Mr. Chairman. I hope so. I hope so. Mr. Chairman, finally, I will ask my own questions. Mr. Chairman, the President has come with a very good tax reform regime.
How is it going to affect the bill he has signed? How is it going to affect our business? Also, globally now, we are worried about what the president of United States of America is doing regarding putting tax on so many goods going into U.S.A. Mr. Chairman, I want the CEO to tell us how this is going to affect Nigeria and perhaps our banking business in particular. The CEO in our report has indicated that IMF has indicated that MPR will reduce globally. CBN has been reducing the MPR. I want the CEO to tell us what she is predicting the MPR will be by end of this year in Nigeria. Finally, Mr. Chairman, how well have we done in the first quarter? We are anxiously waiting, Madam Doctor, for your first quarter. Give us an indication of what we should expect by tomorrow.
Thank you very much.
Sorry, hold this one. The Chairman. Very distinguished fellow shareholders, both the one in the main building and the one in the boys quarter on the next floor. Mr. Chairman, I want to start on the note of some of the level of nuisance, with due respect, that is coming from a number of quoted companies. I think it is height of irresponsibility for any company to ask people to bring their money, and after collecting their money, they shut the gate to the house that they are part owners. It is on that note, I want to thank you for continuing to be open, that is being physical at your AGM.
I say this with all due respect, because for a man or woman who has nothing to hide, you do not collect people's money and say, "Go to hell." But I think that as shareholders, hello, we must also begin to ask ourselves, why would we allow companies who have our money, and because without our money, that company will not be whole. Nothing is less than 100% for you to have a company. We must begin to ask ourselves, what next are we doing? Because if you do not, I can assure each and every one of us who is a shareholder here, by next year, you probably will not have any physical meeting again, Mr. Chairman. I say this with all due respect, like I said earlier.
If people bring notices and they put in those notice that they are going to do virtual, and then you do not vote against it, and then you come back the following day and you begin to complain. That is why I said we need to ask ourselves, where do we want to be headed? Mr. Chairman, having said this, I looked at page 34 and 26 of this annual account. And what I found there is the way you, what is it called? You then get on those two pictures. And a further look at that picture will indicate that what you probably have in mind is that, what will tomorrow bring? And interestingly, what tomorrow will bring is the essence of any investment. No investment will be an investment if it is short-term.
And because it is not going to be short-term, you must constantly ask yourself, what will tomorrow bring? Having said that, I will share with you, Fola. One of the things I said to him, more especially now that you have also migrated to London, though you live in Nigeria, is the fact that the tomorrow of Zenith Bank may have women offering men, including on the board, including in top management, Scottish skirts so that they will not have cause to complain that. So for those of you who do not know how to wear Scottish skirt, what I will ask you to begin to do, begin to buy shoes from Scotland. So when they give you the skirts, they will be matching color. Mr. Chairman, I also, with due respect, will be asking that looking at page 215 and page 274. 215, I will come to in much more detail.
On page 274, I also will think that the corporate governance report is not impactful enough. He has said nothing, despite we having to pay NGN 48 million. And why is this so? Work. They should tell us what work they have done, but much important, point out areas that we can also ask management and board tomorrow, "What have you done as to this lapses or this inadequacy?" C orporate governance reporter, do not give us this mess for next year. Do not give us this mess. Yes, it has been imposed on us, but in a number of countries where this operates, there is huge value that is derived. But what we have seen in Nigeria, again, no value. I was going through this account. Interestingly, I saw a page that has teacup. When I was looking at it several times thereafter, I did not find a teacup.
But what I understood by the teacup is the fact that if you have a teacup, the chances are high that that cup will have tea, hot water, and whichever you want. It will also have milk. For those of them who are to my right, they probably will have honey rather than have sugar. But the only way it can also come is what Okezie has talked about slightly, and I want to push it a little more. What we have now, with due respect, is a situation where monkey they work. Why is this so? If you look at page 215, like I said earlier, NDIC, NGN 55.7 billion. AMCON, NGN 92.2 billion. Fines, NGN 15.4 billion. If you look at it on the surface, it looks small at NGN 163.3 billion. But if you look at it what it was last year, just NGN 855 billion.
Which means that in one year, we had 91% jump in just those three items. I do not know. You cannot have a serious system that will take costs from regulators in the manner in which they are doing it. Let me also tell you why it is even more important that we do not keep our eyes off this. We have paid on those funds that have come in, then Central Bank will take a good size of it and tell us that they have locked them up in a vault. But when it comes to the CBN window, the banks that are going there will be charged over 30%. If you are charging people, what stops us from benefiting from part of the money that you have taken from us? It is stealing.
Whether you want it or not, the right word for it [audio distortion], they are Commercial Bank of Nigeria. That is their new name. They are competing with You cannot do that in any serious and forward-looking society, and it is unfortunate that this is what we are continuing to have. Do not also forget, even the money that we collect, we pay interest on them, and yet somebody keeps collecting our money. Like you said, it may be beyond what we will be asking the Bankers' Committee to do. Unfortunately, I am not sure whether the National Assembly will be useful either. Because when you have 6.5 dozen, you are not likely to know where to go.
This cost rise is something that we must continue to talk about, because if we do not talk about them, if they do not ruin our bank, they will ruin our very best of brain. Because you constantly will ask yourself, how do you navigate these landmines? Let me also go back to the issue of staff, because one of the things that I also have seen is that in terms of staff, there was a significant improvement in pay. I want to commend, but I will also be hoping that this itself will have some relationship to the size of fraud and forgeries that we find. Unfortunately, in our climb, we have not had enough, probably because we also do not want to rate. We are talking people.
But it is something that as a bank, you also begin to see what is the correlation between if you improve pay and then the size of fraud that comes. MD, please don't suggest that we use the whole of our profit in paying staff. They should be well paid, but not use all our money. Otherwise, it will get to a stage we will have to buy them industrial scale to be able to see the progress they have made in their weights, and I don't think that is the intention. I also want to think that when it comes to our sustainability reporting, because all of these, yes, I also do know there are persons who tell you, like one of my English friend will say, "No, don't bore me with your excessive statistics. My mind is made up." Yes, I know people who operate in that manner.
But please, let's continue to indicate in our sustainability report the cost component of all of this that Central Bank is doing to us. Because if you don't, then you also be shooting yourself in the leg. I will be hoping that going forward, that is a major aspect of our lives that we will talk about. Let me also say on a final note, because if we don't do this, it becomes the issue of Midas cause. People have talked about how well we have done in the year under review. But the better you do, the more you get punished. Because if I go up by NGN 100 million and I then tax, and then I get to pay for NDIC, I get to pay for AMCON, again, doesn't make sense. So what we basically this system is one that is punishing the intelligent and the hardworking person.
And so you must also, as a bank, begin to make sure that this is not the way to go. Mr. Chairman, I will also be failing in my responsibility if I don't point out what I find on page 247. Liabilities in court cases up to NGN 1.3 trillion. Yes, I know that people will come to people who are rich, and they will ask for high amounts. But I think it is something that you need to constantly look at and then assure us as to what would not happen would not happen. For the new directors, which I prefer to call newcomers, what I would be hoping that will also come from your appointment is that you must help us to up the game. Very many times, what determines the success of any organization is not the amount of money that you have.
Yes, I hear my friends from the eastern part of country, one of the things they tell you is that money make iron float. I have quite a number of them say, "Sorry, money does not make iron float. What make iron float is knowledge." So let's begin to bring more and more of our expertise and knowledge to the table because that way we will continue to be ahead of the market. It is on that note that I will be asking that what I will want to see next year. Because your advert on page 272 talked about upgrades. Not only are you going to have a better result, like somebody have mentioned, though I didn't know where his crystal ball saw NGN 10 from.
But let's have a dividend that has some correlation with the improvement in your share price, which I also will be hoping that come next year, under your five-year report, that is not statutorily bound as to accounting report. You also indicate what your share price has been in the last five years. Where even possible, in the last 20 years. It's on that note I want to commend management first and board for this performance. But having told you that if you don't do well next year, we will not only withdraw some of the well done that we have given you this year, we will withdraw additional one, the one we have given you a year before. Thank you very much for the opportunity.
Award. And that's a very significant achievement for the lady that came in just last year to be honored with the banker of the year. Please, let's give her a round of applause. Mr. Chairman, I hate people who double talk. The Central Bank of Nigeria will tell you they are attracting investment while they are also killing the investment that comes in. You can imagine NGN 100 billion and something . If you add that together, that of AMCON NDIC is about NGN 163 billion, which is exactly dividend we paid. So if you add it, then like somebody said, probably we would have been going home today or before the end of the meeting, an alert would have come, which would have translated to about NGN 9 or NGN 10.
We have to talk to Central Bank of Nigeria. It's not the best way to improve the economy of the country. You don't have to give with right hand and take with left hand. I'm sure they are here. Unfortunately, I heard that it is not everything that we report at the AGM that is given to the government in Baba team. But that is wrong. Olayemi Cardoso is a Nigerian. He should know that you're overtaxing people. NDIC, levy for a little and little things. It doesn't encourage us at all, and yet the Central Bank of Nigeria will be saying, invest in the economy. How then do you invest in the economy when there is a punitive penalty that is going on in the economy? So the Central Bank of Nigeria is part of those killing the economy with all this kind of penalty.
They need to be talked to know that it is not fair to invest our We brought out our hard-earned money to invest in the bank. Therefore, we should also enjoy the benefit of the investment. Mr. Chairman, I also want to advise this board that we don't have enough outstations outside the country. We should have more outstations so that contribution to profit will improve. We need to go home with good dividend. And like they mentioned, the key to London, is it going to affect us? Are you going to be magnanimous enough to send some of us to London with the key to London? So it's important whatever our father is enjoying, the children should also benefit from it.
I saw the picture you took head of state to London. Those ones does not need being sponsored to London because already they have access. It is people, shareholders like some of us here that need to be in London. When you provide us with a special plane or charter plane, you will then know whether you have reasonable shareholders or not. That is the way that we know whether people are really enjoying your achievement. But if you are taking head of state to London, it does not mean anything to such person. It means a lot to the poor people who are shareholders of Zenith Bank, for you to take them, give them the key, or you follow them and open the door to London, so that they will go in and enjoy you much better.
How can we be paying AMCON NGN 92.2 billion? For what? What is the job of AMCON? You need to explain to us the job of an AMCON. NDIC, we are paying NGN 55.7 billion, bringing all expenses of penalty and other things to NGN 163 billion. That is enough to further increase our dividend. We say no to all these expenses. Usually, the position of shareholder is to say, all those that made the increment of this penalty should pay it and should not be passed to us, because we are innocent of it. But in this case, I want to praise the management, not only you, but you and your daughter. I like to praise the effort of Zenith Bank, and I believe in the advert that says, in your best interest.
I hope somebody will help me to end this advert. Open account with Zenith in your best interest. Because among those banks that we have believed that will never fail is Zenith and others. Last year, I challenged you that your brother red want to see what will come out. One of the red, orange, came out with a fantastic dividend, and we applauded that orange. And we want the red, which is blood. Orange is just something to give us energy. Red is more important. By next interim, dividend should be up and give us better dividend. Because each time we are coming to this meeting, we are always very cheerful. We do not want a situation that will be saddened with the attitude of the bank.
Mr. Chairman, another thing is that today we are having more than four other meetings. The regulators should be very kind in scrutinizing these things and ensure that these meetings does not clash. It is giving us a great headache. Like you love us, other people love us too. And definitely, we will attend their meetings. You have to give us some breathing space to be able to organize ourselves, to render to other people the service we render to Zenith too. It is always better for us to be merrier in all these things. Mr. Chairman, we are looking forward to your interim dividend.
Jim, when you came into this hall, you never even bothered to greet us. Usually, in the past, you greet us. We feel that, what is the matter? Are you not happy about the AGM? We were just looking, and you never bothered to greet some of us here. You just passed to the high table. I think I remember two years ago when you said we applauded the company secretary. I told you the company secretary is very close to us. We believe that this company secretary had worked to the extent that he should be upgraded to directorship. He is very nice. He is never bothered about the worries that we always give him, and he is always very cheerful.
Our Chairman should also be very cheerful. You smile to us, we understand that things are going on well. Smile to us. That is better. We appreciate your daughter. Whichever way, you are still the grand master, and she is your daughter. We also appreciate the fact that you are bringing a lot of doctors to the board, even though majority of them cannot give injection. Mr. Chairman, what is good is good. We are very happy with every time you call us to discuss things, and you allow us to speak our mind. We thank all the directors, especially the management ones.
Yes. We believe that next year we are gathering here, we will have an enhanced dividend, and we will be more cheerful. Thank you for the opportunity given to me. [crosstalk].
Good morning, Mr. Chairman, members of the board, and the regulatory authority present. My name is Mrs. E. O. Obideyi, the National Coordinator of Ark of God Shareholders Association . Firstly, sir, I really appreciate this board. They regard females very well. Among the 15, we have five female. That is about 40%. Let female in this hall, let us clap for them. They really put us in mind. Thank you, Mr. Chairman, for that. Secondly, sir, the last speakers made mention of the secretariat. Yes. Our company secretariat is so nice to us. We are not saying you are not nice. We are getting old. The age is there. But the secretariat, we are not using this to disturb him, but he is so nice. He has answered our message, our call, or directed us to the PA. Let us give him a round of applause.
For the past years that we have been with him, he answered us. Sir, Dr. Faruk made mention of the 20 years anniversary. Sir, carry the shareholder along. We people on this side, we are part of you. Let us know how it goes and how to be there. We will contribute to the celebration because we give you advice. Sir, page 91, the children account is a welcome. It has not happened in some bank, and is a welcome idea for children from zero to 15. Sir, I think today we should have handbill, so that we can take home, like all my children, all of my children have accounts in Zenith Bank. It is mandatory in my family.
My grandchildren will also want to have, and this is what I will use to prove for my children that from age zero to 15, look at what the Zenith Bank offer. The last paragraph there says they will even call them for Christmas party. It even shows before you say that if we go to VI by December, you will know December children are very great. People that was born in December, I was born in December, and we are also great. You will see that light shining in VI, that December is coming. Jesus was born that time. Please pray that you should born in that time. So that thing is welcome address. And you even provide for the old people, the citizen, senior citizen, 60.
You do not want to put them aside. You do not want them to believe that they do not have anything. The two account is key. I love that. And the benefits, it is a welcome idea for the senior citizen because the charges are another thing you mentioned is a work. In fact, let us clap for them. It's a good innovation. Sir, at this side, consider the shareholder, the children. We have our children that has BSc, masters, other level. Consider them as you consider others. I know you are good. You can do that because there are some things you do in the past for, I mean, that you give youth in this hall. You used to do it 10, 15 years ago. I have people, I have youth that have been a beneficiary of that computer in those days.
You can still try and do that for us, sir. We will still welcome it. Thank you. God bless you. My name is Mrs. Obideyi.
Okay, the Group Managing Director will respond to various questions and commentaries. Please.
Thank you very much, our esteemed shareholders. Good morning. I want to start by thanking you for your insightful questions and comments. This is actually my first year of addressing the shareholder community as the first female Group Managing Director. As the first female Group Managing Director and CEO of Zenith Bank. I want to use this opportunity to thank you for your confidence and for your support that have placed me in this position today. Under my leadership, Zenith Bank is committed, and we continue to meet your expectations, and we will exceed it. Your questions and comments have been duly noted, and I'll take them in no particular order. Those questions are very insightful and I want to start with the question of fines.
Those fines are regulatory and CBN have decided to have close monitoring and supervision on the banks, and we have seen a spike in fines across banking industry. It calls for more caution for all of us. For us in Zenith Bank, we have put necessary procedures in place to make sure we are very prudent and professional going forward so that those fines will not reoccur. We want to assure you that we put those measures in place. The second question is on interest expense that went up as well as costs. Those interest expense actually went up because if you look at the increase in your deposit base, it automatically reprices your asset. When you look at how the growth in deposits, we grew from NGN 15.1 trillion in 2023 to NGN 21.9 trillion in 2024. This further shot up our interest expense.
When you look at the MPR in February 2023, it went from 18.75% to 27.5% in November 2024. This automatically has an impact in the effective interest rate paid on deposits, especially when it has to do with even savings. It reprices your savings, so automatically it will go up. When we talk about the cost, we know, yes, the operating cost is increasing. We know that the NDIC premium, AMCON levy, our maintenance as well as our fuel and IT infrastructure actually constituted about 54% of our cost in the OpEx. We are really working on the ones we can handle, which is mainly the maintenance and fuel as well as the IT, trying to reprice our assets because of devaluation. For the AMCON and the NDIC, the shareholders have spoken about that today.
That one is not within our control, but we will continue to manage it. For the salaries, we will continue to encourage our staff and make sure we pay them very well. That is part of the reason why our costs went up as well. We have put necessary measures in place to ensure that we manage this cost effectively going forward, and we will bring it down. For the question on dividends, I am sure that is what excites the shareholders. Everybody looks at good dividends. If you look at our focus, for us in Zenith Bank, we are focusing on running a very sustainable institution, very efficient and sustainable institution that is very resilient. Our focus to make sure that we are very resilient and run an institution that will leave all of us generations to come.
We noted the fact that we need to pay more dividend, but if you look at our dividend trajectory payment over the period, we have always increased the dividend we paid over the years. We are going to continue to do that. We have finalized our recapitalization exercise, and we have 160% capitalization as we speak. We have 160% subscription as we speak, and we are not under any pressure to go back for the second time to raise money. We have a robust capital buffer, which means that we are ready to actually delight our shareholders. Going forward, we are going to really look at how we can do that, and I want to assure you that those dividend payouts will really increase. I know you are looking for, I know shareholders are looking for a quantum leap dividend. We are equal to the task.
For the question on, which one? The other one is on sustainability. I think Mr. [Nonyeo] talked about, no, he first of all talked about the legal issues, the legal cases. Most of them are frivolous, unfortunately. Once you are in business of making money, a lot of people will be looking for money from you. We have it under control, and we will continue to, at least we will continue to make sure that those things do not crystallize on the bank. We have decided to use an ADR system, at least alternative dispute resolution, to see how we can resolve most of them as quickly as possible. That one we have under control as well. Then the question on sustainability. Yes, he mentioned sustainability as well. Zenith Bank has really improved on its sustainability reporting.
We have now even decided to do a lot, especially to reduce the carbon emission footprints in our environment by adopting most of the solar panels in some of our branches, as well as all our ATMs are now running on solar panels. We have started to do our reporting based on that and ESG reporting format. That is what we are using now for our credits. We even recently rejected a lot of credits that have hazardous implications on the environment. I think going forward, we will start to report that in our financials so that you can see how far we have done on that sustainability aspect. We will need to give more disclosure and more reporting on all the things we have done. It is an area of improvement for us, and we will improve on that as well.
The question on ZECA. Yeah, the lady talked about ZECA. We have products for children. We have even timeless for the elderly and retirees. We are paying them enough interest rates to support their lifestyle. You talked about hiring youths. Zenith Bank has been doing that and will continue to hire that. Chairman has resolved to continue to share the computers like you are clamoring for. He has been doing that. Maybe he needs to do more. He has agreed to do that going forward. For the anniversary, Chairman has already committed to that. We are going to have our 30 years anniversary very soon.
Okay. I guess I have attempted most of the questions. Once again, I want to thank you for all your questions and comments. We are committed to grow our top lines organically while adhering to strict corporate governance culture to create more value for our esteemed shareholders. I want to assure you are going to get a quantum leap dividend going forward. Thank you very much.
We will now proceed to vote on various resolutions for the meeting. We received a number of proxy forms for this meeting. We will reflect the voting pattern in minutes based on the proxy forms received, as well as members present in person. We will ask the Company Secretary to read out the various resolutions while I will call on the numbers.
Thank you, Mr. Chairman. Before I proceed, we want to recognize the presence of the Financial Reporting Council. They came in in the course of the comments session of our meeting. The first one is adoption of accounts. Be it resolved that the report of the directors, together with the audited financial statement for the 12 months ended December 31, 2024, be and are hereby approved. [crosstalk].
Do I so move?
Move. Mr. Chairman, my name is Patrick Ajudua. I rise to move the motion.
My name is Peter Eyanoku. I second the motion. Thank you.
Those for? Those for?
Those in favor.
Carried. Therefore, I declare the motion carried.
Be it resolved that a final dividend of NGN 4 per share, making a gross dividend of NGN 164,279,320,004 out of the profit after tax for the 12 months ended on December 31, 2024, be and is hereby declared payable on a pro rata basis to the shareholder holding fully paid ordinary shares, registered in the books of the company at close of business on the 15th day of April 2025, bringing the total dividend for the financial year ended to NGN 5 and a gross dividend of NGN 195,675,813,791. And that the directors be, and are hereby authorized to give effect to this resolution. Second that, please.
Thank you, Mr. Chairman. My name is Wahab. I second the motion. Thank you.
I declare the motion carried.
The third one is election of new directors. In line of the provision of Section 287 of CAMA 2020, we have a motion to appoint director based on a single resolution of members. Sorry?
Yes. Go ahead.
Based on. I now move that we appoint Pamela Yough, Adamu Saliu, Executive Director, Louis Odom, Executive Director, based on a single resolution of members. Those for. Second that, please.
Thank you, Mr. Chairman. My name is Mark Ojuola Oladayo Abuye Akin. I second the motion.
Those in favor, please. Carried. In line with 274 sub two of Companies and Allied Matters Act, CAMA 2020, be it resolved that Pamela Mimi Yough, Non-Executive Director, Mr. Adamu Saliu Lawani, executive director, and Mr. Louis Odom, executive director, be and are hereby approved as directors of the bank. Second that, please.
Thank you, Mr. Chairman, for the opportunity. The name is Abayomi Adebayo. I second that motion. Thank you very much.
Those for the motion. Those against. Mr. Chairman, the motion is carried. Number four is re-election of retiring directors. At this meeting, the following directors retire by rotation. Being eligible, they have offered themselves for re-election. They are Mr. Chuks Emma Okoh , Dr. Peter Bamkole, Dr. Mrs. Adobi Nwapa, Mr. Akindele Ogunranti . Being eligible for re-election, I move that they be elected directors of the company by single resolution. Second that, please.
Thank you, Mr. Chairman. The name is David Adenike Opeyemi. I so second.
Those for. Those against. Mr. Chairman, the motion is carried. I further move as follows, that in line with Section 285 of the Companies and Allied Matters Act 2020, Mr. Chuks Emma Okoh , Dr. Peter Bamkole, Dr. Mrs. Adobi Nwapa, and Mr. Akindele Ogunranti , directors of the bank who retire by rotation and being eligible for re-election, having offered themselves for the re-election, be and are hereby re-elected directors of the bank. Second that, please.
I am seconding, Mike. My name is Alhaji Otunba Mukhtar Mukhtar , Chairman of the Trusted Shareholders Association of Nigeria. I hereby stand up to second the motion.
Those for. Those against. Mr. Chairman, the motion is carried. Remuneration of the auditors. Be it resolved that the directors be and are hereby authorized to fix the remuneration of the auditors. Second that, please.
Thank you, Mr. Chairman, for giving me this opportunity. My name is Gbono Godfrey Uche. I hereby second that motion.
Those for. Those against. Mr. Chairman, this one is carried. Disclosure of the remuneration of managers of the bank. By provision of Section 238 of CAMA 2020, at this meeting, the disclosure of remuneration of managers of the company is expected to be done. Accordingly, this item is disclosed on page 246 of the financial report for information of members. We do not need a resolution for this. Special business. Be it resolved that in compliance with the rule of the Nigerian Exchange Limited, governing transaction with related parties or interested persons, the company and its related entities, together the group, be and are hereby granted a general mandate in respect of all recurring transactions entered into with a related party or interested person, provided such transaction 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, as today, and shall continue to operate until the date on which the next annual general meeting of this bank is held. Seconder, please.
I, Lori Olubunmi . I second the motion.
Sorry, what's the name?
Olubunmi Lori. Thank you.
For those against.
So the motion is carried, Mr. Chairman. Yeah. Directors fee. Be it resolved that the directors fee for the 2025 financial year be and is hereby fixed at NGN 50 million only for each director. Seconder.
Seconder, yeah.
Thank you, Mr. Chairman. The name is Akintunde Mary. I second the motion.
Second. Those for. Everybody. Those against. Mr. Chairman, this is carried. Amendment of members, this special resolution. Be it resolved that following the conclusion of our capital raise, plus six of the members of the company be and are hereby amended to reflect the new issued capital of the company by substituting the words and figures 31,396,493,787 divided into 62,792,905,774 ordinary shares of NGN 0.50 each. And replacing same with the following words and figures, 20,000,534,915,000.50 divided into 41,069,830,001 ordinary shares of NGN 0.50 each, respectively. Seconder, please.
I, Olumuyiwa Adepoju, second it.
Those for. Those against. Mr. Chairman, the motion is carried. Be it resolved that the section titled "Directors" on page 19 in the articles of association of the bank be and is hereby amended by substituting the following, unless and until otherwise determined by the ordinary resolution, the directors of the bank shall not be less than five or more than 20 in number. To now read, unless and until otherwise determined by the bank by ordinary resolution, the directors of the bank shall not be less than seven or more than 15. This is in line with the corporate governance requirement. Seconder, please.
Mr. Chairman, [audio distortion], I rise to second that motion. Thank you very much. [audio distortion].
Those for. Everybody. Those against. Mr. Chairman, the motion is carried. The next one will be that the interpretation section of our members of this company. That is the last resolution. The reference to acts, that is the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 1990, as amended or modified from time to time, should be amended to read Companies and Allied Matters Act 2020. This is just to correct our members. Seconder, please.
I, Engineer Abilio Shahapatuju, second the motion.
Those for. Those against. The motion is carried. The last item is election of audit committee members. The Companies and Allied Matters Act, 2020, by Section 402 requires that the audit committee of the bank be made up of two non-executive directors and three shareholders' reps. The directors representing for the audit committee for this new financial year will be Dr. Al-Mujtaba Abubakar.
Where is he?
Engineer Mustafa Bello. A number of nominations were received from the shareholders. However, the following met the requirement as stated in our notice of meeting: Mrs. Adebimpe Balogun, Professor Leonard Obika, Mr. M. O. Ajayi. Being valid, they stand unopposed. Mr. Chairman, thank you, sir.
This marks the end of all the resolutions.