Quarter 5 - financial statement for 2025

access

CONSOLIDATED AMD SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED

Access Holdings Plc consolidated and separate financial statements for the year ended 31 December 2025

Page Note Page

Mr. Aigboje Aig-Imoukhuede, CFR Chairman/Non-Executive Director

Mr. Abubakar Aribidesi Jimoh, CFA Independent Non-Executive Director

Mrs. Fatimah Bintah Bello-Ismail Independent Non-Executive Director

*Mrs. Ibironke Olatokunbo Adeyemi Independent Non-Executive Director

Mr. Olusegun Babalola Ogbonnewo Non-Executive Director

Mrs. Ojinika Nkechinyelu Olaghere, FCA Non-Executive Director

**Mr. Roosevelt Ogbonna, FCA, CFA, FCIB Non-Executive Director

***Mr. Oluseyi Kolawole Kumapayi, FCA Non-Executive Director

****Mr. Innocent Chukwunweike Ike, FCA, FCIB Group Managing Director/Chief Executive Officer

*****Ms. Bolaji Olaitan Agbede Executive Director

Mr. Lanre Babatunde Bamisebi Executive Director

*Approved by Central Bank of Nigeria ('CBN') as an Independent Non-Executive Director on April 15, 2025

**Resigned from the Board on August 7, 2025

***Resigned from the Board on March 11, 2025

****Approved by CBN as Group Managing Director/Chief Executive Officer on August 22, 2025

*****Served as Acting Group Chief Executive Officer from March 1, 2024 to August 28, 2025

Mr Sunday Ekwochi

Access Holdings Plc

Plot 14/15, Prince Alaba Oniru Street, Oniru Estate, Victoria Island, Lagos

Company Registration Number: RC1755118 FRC Number: FRC/2024/COY/528718

KPMG Professional Services

KPMG Tower, Bishop Aboyade Cole Street, Victoria Island, Lagos. Telephone: (01) 271 8955

Website: kpmg.com/ng/en/home.html

Ernst & Young

10th Floor UBA House 57, Marina, Lagos

Telephone: +234 (01) 6314500

FRC Number: FRC/2012/ICAN00000000187 TIN: 23816481-0001

Coronation Registrars Limited

9, Amodu Ojikutu Street, Off Saka Tinubu Victoria Island, Lagos

Telephone: +234 01 2272570

Access Holdings Plc has a dedicated investors' portal on its corporate website which can be accessed via this link https://www.accessholdingsplc.com

For further information please contact:

Access Holdings Plc.

+234 0813 059 1031

Investor Relations Team investorrelation@accessholdingsplc.com TIN: 23816481-0001

For the year ended 31 December, 2025

The directors have the pleasure in presenting their report on the affairs of Access Holdings Plc ("the Company") and its subsidiaries (together referred to as "the Group" and separately referred to as "Group entities"), the Company and the Group's Consolidated and Separate Financial Statements with Auditor's Report for the year ended 31 December 2025.

Access Holdings Plc was incorporated as a public limited liability company on 10 February 2021. The Company is a Nigerian Exchange premium board listed parent non-operating Financial Holding Company for Access Bank ('the Bank') and the related Group entities that emerged from the court-sanctioned Scheme of Arrangement between the Bank and holders of its fully paid ordinary shares of 50 Kobo each.

The Company's business segments comprise deposit money banking, wealth and investment management, financial technology and insurance while its operating and direct subsidiaries are Access Bank Plc, Hydrogen Payment Services Company Limited, Oxygen X Finance Company Limited and Access Insurance Brokers Limited. Access Golf Limited is a Special Purpose Vehicle for the Company's equity investment in its indirect subsidiary, Access ARM Pension Limited.

The Group, through Access Bank Plc, acquired 74.85% of Standard Chartered Bank (SCB) Gambia and the Consumer, Private and Business Banking Segment of SCB Tanzania during the year under review. Access Bank Plc also completed the divestment of 25% of its shareholdings plus one additional share in Access Bank South Africa. Access Bank Plc operates Representative Offices in China, Lebanon and India. The Access Bank (UK) Limited operates branches in United Arab Emirates, Paris, and Hong Kong as well as subsidiaries in Malta, Mauritius and France.

The financial results of all operating subsidiaries and entities have been consolidated in these financial statements.

In line with Section 7.1 of the CBN Guidelines for Licensing and Regulation of Financial Holding Companies in Nigeria (2014), which defines minimum paid-up capital as the aggregate of the par value of issued shares and any related share premium, the Group obtained approval for a ₦21.42 billion private placement from the Central Bank of Nigeria on 20 February 2026.

This capital raise brings the Group into full compliance with the minimum paid-up capital requirement under the CBN Guidelines.

There were no significant events after the reporting date that could affect the reported amount of assets and liabilities as of the reporting date which have not been adjusted for, or disclosed in the financial statements.

The Directors who served during the year, together with their direct and indirect interests in the issued share capital of the Company as recorded in the Register of Directors' Shareholding and as notified by the Directors for the purposes of Sections 301 and 302 of the Companies and Allied Matters Act and listing requirements of the Nigerian Exchange Ltd are noted below:

Number of Ordinary Shares of 50k each held as at 31 December 2025

In accordance with the provisions of Section 303 (1) and (3) of the Companies and Allied Matters Act 2020, the following Directors have disclosed their interest in the under listed vendors to the company.

**Resigned from the Board on August 7, 2025

*Resigned from the Board on March 11, 2025

Analysis of shareholding:

The shareholding pattern of Access Holdings Plc as at 31 December 2025 was as stated below:

Analysis of shareholding:

The shareholding pattern of Access Holdings Plc as at 31 December 2024 was as stated below:

The company identifies with the aspirations of the community and the environment in which it operates. This balance is included in events, charities and sponsorship in the operating expense in Note 15. The group made contributions to charitable and non-charitable organisations amounting to N2,855 million (December 2024: N6,740million) during the year, as listed below:

Information relating to changes in property and equipment is given in Note 28 to the consolidated and separate financial statements. In the Directors' opinion, the fair

value of the Group's property and equipment is not less than the carrying value in the financial statements.

1. Report on diversity in employment

   The Company as at December 31, 2025 operates a non-discriminatory policy in the consideration of applications for employment. The Company's policy is that the most

   qualified and experienced persons are recruited for appropriate job levels, irrespective of an applicant's state of origin, ethnicity, religion, gender or physical condition.

   We believe diversity and inclusion are powerful drivers of competitive advantage in developing and understanding of our customers' needs and creatively addressing them.

   30 26

   Female Male

   4 5

   Female Male

   2 1

   Female Male

   3 -

   Female Male

   Human resources - continued (a) Composition of employees by gender
   Total number of female employees		26
   Total number of male employees		30
   (b) Board Composition By Gender
   Total number of females on the Board		4
   Total number of males on the Board		5
   ( c) Top Management (Executive Director To GMD/CEO) Composition		By Gender
   Total number of females in Executive Management posit		1
   Total number of males in Executive Management positio		2
   (d) Top Management (AGM To GM) Composition By Gender
   Total number of females in Top Management position Total number of males in Top Management position		3

   -

2. Employment of physically challenged

   The Company has a non-discriminatory policy on the consideration of applications for employment, including those received from physically challenged. All employees are given equal opportunities to develop themselves. The Company's policy is that the highest qualified and most experienced persons are recruited for appropriate job levels irrespective of an applicant's state of origin, ethnicity, religion or physical condition.

   As at December 31, 2025, the Company had no person (December 2024:Nil) that is physically challenged on the staff list.

3. Health, safety and welfare of employees

   The Company maintains business premises designed with a view to guaranteeing the safety and healthy living conditions of its employees and customers alike. Employees are adequately insured against occupational and other hazards. In addition, the Company retains top-class hospitals where medical facilities are provided for its employees and their immediate families at its expense.

   Fire prevention and fire-fighting equipment are installed in strategic locations within the Company's premises.

   The Company operates Group Personal Accident and the Workmen's Compensation Insurance covers for the benefit of its employees. It also operates a contributory pension plan in line with the Pension Reform Act 2014 as Amended and other benefit schemes for its employees.

4. Employee involvement and training

   The Company encourages participation of employees in arriving at decisions in respect of matters affecting their wellbeing. Towards this end, the Company provides opportunities where employees deliberate on issues affecting the Company and its employees' interests, with a view to making inputs to decisions thereon. The Company places a high premium on the development of its manpower. Consequently, the Company sponsors its employees for various training courses, both locally and overseas.

5. Statement of commitment to maintain positive work environment

   The Company shall strive to maintain a positive work environment that is consistent with best practice to ensure that business is conducted in a positive and professional manner and to ensure that equal opportunity is given to all qualified members of the Group's operating environment.

6. Audit committee

   Pursuant to Section 404(3) of the Companies and Allied Matters Act of Nigeria, the Company's Audit Committee for the 2025 FY comprised Directors and shareholders as follows:

   1 Mr. Henry Omatsola Aragho	- Shareholder	Chairman
   2 Mr. Idaere Gogo Ogan	- Shareholder	Member
   3 Mr. Akindele Gbogboade	- Shareholder	Member
   4 Mr. Abubakar Aribidesi Jimoh	- Director	Member
   5 Mrs. Ojinika Nkechinyelu Olaghere	- Director	Member

   `

   The functions of the Audit Committee are as provided in Section 404(7) of the Companies and Allied Matters Act of Nigeria.

   Auditors

   Messrs. KPMG Professional Services, having satisfied the relevant corporate governance rules on their tenure in office have indicated their willingness to continue in office as auditors to the Company. In accordance with Section 401 (2) of the Companies and Allied Matters Act, 2020, therefore, the auditors will be re-appointed at the next annual general meeting of the Company without any resolution being passed.

   BY ORDER OF THE BOARD

   
   
   

   Sunday Ekwochi Company Secretary

   FRC/2013/PRO/NBA/002/00000005528

   February 20, 2026

   Access Holdings Plc consolidated and separate financial statements for the year ended 31 December 2025

   FREE FLOATATION Units December 31, 2025 Percentage (In relation to Issued Share Capital) Units December 31, 2024 Percentage (In relation to Issued Share Capital)

   Issued Share Capital	53,317,838,433	100.00%	53,317,838,433	100.00%
   Details of Substantial Shareholdings (5% and above)
   Estate of H. O. Wigwe	3,045,898,002	5.71%	3,045,898,002	5.71%
   Coronation Trustees Tengen Mauritius	3,949,396,566	7.41%	3,949,396,566	7.41%
   Stanbic Nominees Limited*	-	0.00%	3,290,474,271	6.17%
   Total Substantial Shareholdings *As at 31 December 2025, Stanbic Nominees Limited holds less than 5% of the Group shares.	6,995,294,568	13.12%	10,285,768,839	19.29%
   Details of Directors Shareholdings (direct and indirect), excluding directors' holding substantial interests
   [Name(s) of Directors]
   Aig-Imoukhuede Aigboje	3,023,513,861	5.67%	3,023,513,861	5.67%
   R. C. Ogbonna	169,730,544	0.32%	158,494,589	0.30%
   **O. Kumapayi	93,702,990	0.18%	87,525,668	0.16%
   B.O. Agbede	86,048,693	0.16%	81,371,245	0.15%
   S. Ogbonnewo	11,788,945	0.02%	11,788,945	0.02%
   O.N. Olaghere	24,598,044	0.05%	24,598,044	0.05%
   O.B. Bamisebi	28,627,023	0.05%	28,627,023	0.05%
   Total Directors' Shareholdings	3,438,010,100	6.45%	3,415,919,375	6.41%
   Details of Other Influential Shareholdings, if any (E.g. Government, Promoters)
   [Name(s) of Entities/Government]
   Restricted Share Performance Plan (RSPP)	1,088,852,256	2.04%	853,234,529	1.60%
   Federal Ministry of Finance Incorporated	9,049,171	0.02%	34,674,944	0.07%
   Bauchi Local Government Council	-	0.00%	2,204,991	0.00%
   Ondo State Government	5,498,611	0.01%	-	0.00%
   Toro Local Government Council	1,976,888	0.00%	1,976,888	0.00%
   Dambam Local Government Council	-	0.00%	1,064,478	0.00%
   Bauchi Investment Corporation Limited	1,409,224	0.00%	-	0.00%
   Local Govt. Joint Account	903,467	0.00%	-	0.00%
   Abia State Government	2,143,241	0.00%	-	0.00%
   Lagos State Government (Pension fund)	48,949,005	0.09%	-	0.00%
   Ningi Local Govt. Council	-	0.00%	1,672,751	0.00%
   Misau Local Govt. Council	-	0.00%	1,292,580	0.00%
   Kirfi Local Govt. Council	-	0.00%	1,225,670	0.00%
   Katsina State Govt Ministry of Finance Incorporated	20,000,000	0.04%	20,000,000	0.04%
   Ekiti State Govt College of Medicine	1,397,128	0.00%	1,397,128	0.00%
   Total of Other Influential Shareholdings	1,180,178,991	2.21%	918,743,959	1.72%
   Free Float in Unit and Percentage
   [Issued Share Capital (%) - (Total Substantial Shareholdings (%) + Total Directors' Shareholdings (%) +
   Total of Other Influential Shareholdings (%))]	41,704,354,774	78.22%	38,697,406,260	72.58%
   Share Price	23.05		23.85
   Free Float in Value
   [Free Float Unit x Share Price]	961,285,377,541		922,933,139,301

   Declaration:

   1. Access Holdings PLC with a free float percentage of 78.22% as at 31 December 2025, is compliant with the Exchange's free float requirements for companies listed on the Premium Board

   2. Access Holdings PLC with a free float value of N961,285,377,541 as at 31 December 2025, is compliant with the Exchange's free float requirements for companies listed on the Premium Board

**Resigned as a Non-Executive Director effective March 12, 2025

Access Holdings Plc is fully committed to its core value of passion for customers. The group prides itself on providing exceptional services to customers at all times. At the same time, given the number and complexity of financial transactions that take place every day, the Group recognizes that there will inevitably be occasions when mistakes and misunderstandings occur. In these situations, Access bank encourages customers to bring their concerns to the attention of the Group for prompt resolution. In addition, deliberate efforts are made to solicit customers' feedback on its products and services.

In order to facilitate seamless complaint and feedback process, the Bank has provided various channels for customers. These include:

• 24 hour contact centre with feedback through emails, telephone, SMS, Livechat, Social Media etc.

• Feedback portal on the Bank's website

• Customer service desks in over 300 branches and toll-free telephone lines to the office of the Group Managing Director in the banking halls of key branches.

• Correspondence from customers

• The Voice of Customer Solution

• The Ombudsman desk

  Complaints Handling

  We handle customer complaints with sensitivity and in due regard for the needs and understanding of each complainant. Efforts are made to resolve customer's complaints at first level. Where this cannot be done, they are immediately referred to the appropriate persons for resolution. All complaints are logged and tracked for resolution and feedback is provided to the customer.

  Resolve or Refer command Centre

  The 'Resolve or Refer' command centre serves to encourage timely service delivery and First Time Resolution (FTR) of customer issues. The 'Resolve or Refer Command Centre' which is being run by a senior management staff has the mandate to ensure that most customer issues are resolved same day. The command centre provides support to all our departments and branches on issue resolution.

  Complaints Tracking and Reporting

  We diligently track complaint information for continuous improvement of our processes and services. An independent review of the root cause of complaints made is carried out and lessons learnt are fed back to the relevant business units to avoid future repetition. Customer complaint metrics are analysed and reports presented to Executive Management and the Operational Risk Management committee. Reports on customer complaints are also sent to the Central Bank as required.

  ACCESS BANK PLC CUSTOMER'S COMPLAINTS FOR THE YEAR 31 DECEMBER 2025

  NAIRA
  S/N	DESCRIPTION	NUMBER		AMOUNT CLAIMED (NAIRA)		AMOUNT REFUNDED (NAIRA)
  		Dec-25	Dec-24	Dec-25	Dec-24	Dec-25	Dec-24
  1	Pending complaints B/F	24,423	33,382	15,992,802,422	28,479,861,074	-	-
  2	Received Complaints	3,055,829	3,205,348	424,095,956,059	472,932,147,342	-	-
  3	Resolved complaints	3,073,677	3,214,307	439,703,242,378	485,419,205,995	1,006,745,283	1,350,494,760
  4	Unresolved Complaints escalated to CBN for intervention	-	-	-	-	-	-
  5	Unresolved complaints pending with the bank C/F	6,575	24,423	385,516,102	15,992,802,422	-	-

  USD
  S/N	DESCRIPTION	NUMBER		AMOUNT CLAIMED (USD)		AMOUNT REFUNDED (USD)
  		Dec-25	Dec-24	Dec-25	Dec-24	Dec-25	Dec-24
  1	Pending complaints B/F	569	768	110,324,843	182,738,669	-	-
  2	Received Complaints	18710	20,311	1,837,433,021	8,395,757,162	-	-
  3	Resolved complaints	18944	20,510	1,947,698,795	8,468,170,988	-	1,374
  4	Unresolved Complaints escalated to CBN for intervention	-	-	-	-	-	-
  5	Unresolved complaints pending with the bank C/F	335	569	59,069	110,324,843	-	-

  GBP
  S/N	DESCRIPTION	NUMBER		AMOUNT CLAIMED (GBP)		AMOUNT REFUNDED (GBP)
  		Dec-25	Dec-24	Dec-25	Dec-24	Dec-25	Dec-24
  1	Pending complaints B/F	-	2	-	-	-	-
  2	Received Complaints	228	257	8,581,681	56,973,907	-	-
  3	Resolved complaints	227	259	8,576,549	56,973,907	-	-
  4	Unresolved Complaints escalated to CBN for intervention	-	-	-	-	-	-
  5	Unresolved complaints pending with the bank C/F	1	-	5,133	-	-	-

  EUR
  S/N	DESCRIPTION	NUMBER		AMOUNT CLAIMED (EUR)		AMOUNT REFUNDED (EUR)
  		Dec-25	Dec-24	Dec-25	Dec-24	Dec-25	Dec-24
  1	Pending complaints B/F	-	-	-	-	-	-
  2	Received Complaints	382	401	1,898,819	268,583,254	-	-
  3	Resolved complaints	350	401	1,898,819	268,583,254	-	-
  4	Unresolved Complaints escalated to CBN for intervention	-	-	-	-	-	-
  5	Unresolved complaints pending with the bank C/F	32	-	-	-	-	-

  Solicited Customer Feedback

  Deliberate efforts are made to solicit feedback from customers and staff on the services and products of the bank through the following:

• Questionnaires

• Customer interviews

• Customers forum

• Quest for Excellence Sessions (for staff)

• Voice of Customer Surveys

The various feedback efforts are coordinated by our Service and innovation Group

The feedback obtained from customers are reviewed and lessons learnt are used for staff training and service improvement across the Group.

This report represents the fraud and forgery incidents that occurred during the year. It is a summation of attempted and successful fraud incidents. The actual loss that was incurred by the Bank for the year was N1.24Bn (December 2024: N1.69bn).

This report represents the fraud and forgery incidents that occurred during the year. It is a summation of attempted and successful fraud incidents. We have nil report on this.

The Board of Access Holdings Plc ('the Company') is pleased to present the Corporate Governance report for the Financial Year ended December 31, 2025. The report provides insight into the operations of the Company's governance framework and key Board activities during the reporting period.

Our governance framework is designed to align Management's actions with the interest of shareholders and achieve appropriate balance with the interest of other stakeholders. Our governance structures and processes comply with global best practices, company charters, corporate governance codes, and the Nigerian Exchange Limited's post-listing requirements.

The Board is focused on enhancing shareholders' value by providing best-in-class strategic oversight.

The primary responsibility of the Board is to provide effective leadership and direction to enhance the long-term value of the Company to its shareholders and other stakeholders. It has the overall responsibility for reviewing the strategic plans and performance objectives, financial plans and annual budget, key operational initiatives, major funding and investment proposals, financial performance review and corporate governance practices.

The Chairman provides leadership to the Board in establishing the Group's strategic direction and determining its risk appetite. The Board considers Management's recommendations and approves both capital and operational plans to achieve the Group's strategic objectives. The composition of the Board for the 2025 Financial Year is detailed as follows:

* Approved by the CBN as Independent Non-Executive Director on April 15, 2025

**Resigned as a Non-Executive Director effective August 7, 2025

*** Resigned as a Non-Executive Director effective March 11, 2025

**** Approved by the CBN as Group Managing Director/Chief Executive Officer on August 22, 2025

*****Served as Acting Group Chief Executive Officer from March 1, 2024, to August 28, 2025.

As of December 31, 2025, the Board was made up of 9 members comprising 7 Non-Executive and 2 Executive Directors. Four of the Board members are female.

Aigboje Aig-Imoukhuede is a highly respected investor, banker, and philanthropist with a track record of major accomplishments in for-profit and non-profit endeavours within and beyond Nigeria. He oversees an ecosystem of investments encompassing banking and finance, insurance, technology, real estate, and oil and gas sectors. His career in banking and finance spans four decades and has earned him national and international recognition, including: Commander of the Order of the Federal Republic 'CFR', conferred by the Federal Republic of Nigeria; Ernst Young Entrepreneur of the Year (West Africa) in 2011; African Banker Magazine's 'African Banker of the Year' in 2013 and 'African Banker Lifetime Achievement' in 2024.

He was the Group Managing Director and Chief Executive Officer of Access Bank Plc from 2002, following a management buy-in transaction. Under his leadership, Access Bank was transformed from a minor player into a leading African Bank with a significant global footprint. Having retired as CEO in 2013, he returned in March 2024 as Chairman of Access Holdings Plc. He was the founding Chairman of the FMDQ Securities Exchange and served as President of the Nigerian Stock Exchange, becoming the first African to chair two national exchange platforms. His advocacy for sustainable banking practices and financial market reform has earned him global recognition. He holds an executive MBA, jointly awarded by the London School of Economics, NYU Stern Business School, and HEC Paris, an LLB degree from the University of Benin, and a BL from the Nigerian Law School.

Through the Aig-Imoukhuede Foundation, Aigboje and his wife, Ofovwe, drive impactful initiatives focused on grooming Nigeria's future government leaders, helping transform public sector effectiveness, and improving access to quality primary healthcare. He continues to spearhead impactful initiatives like the Adopt-A-Healthcare-Facility Programme, reinforcing his commitment to transformative change and social progress. He is a member of the International Advisory Board of Oxford University's Blavatnik School of Government and an inducted member of the prestigious American Academy of Arts and Sciences.

He was 59 years old as at the end of the reporting period and is resident in Nigeria.

Mr. Jimoh is a versatile professional with over thirty (30) years' experience in the financial services sector covering client relationship management, treasury, market risk, credit risk management, operational risk management, project, and portfolio management. He is the Group Managing Director of Trustbanc Group, a leading investment management firm. Prior to his current role, Mr. Jimoh led the transformation of Associated Discount House (ADH) from a failing Discount House to a Merchant Bank (Coronation Merchant Bank Ltd).

Before joining ADH, he was a General Manager and Divisional Head at the UBA Group with responsibility for Balance Sheet Management, Market Risk, and Investors Relations. He was also the Chief Risk Officer for various business segments including UBA Africa and UBA Capital.

Mr. Jimoh worked with the Royal Bank of Canada Financial Group between 1999 and 2005 in various capacities. He worked as the Chief Internal Control Officer and the Divisional Chief in charge of Private Sector Portfolio Management with the African Development Bank between 2005 and 2008. Mr. Jimoh also served as an Independent Non-Executive Director on the Board of Shelter Afrique between 2012 and 2013. He currently sits on the boards of TrustBanc Financial Group, J Six Group, Impact Credit Guarantee Limited and Film One Group.

He has a robust professional cum academic pedigree with a Bachelor of Science and a Master of Science in Finance from University of Lagos, Nigeria. He is a Chartered Financial Analyst and an Associate of the Institute of Chartered Accounts of Nigeria and Chartered Institute of Bankers of Nigeria. Mr. Jimoh is a Chartered Internal Auditor and Certified General Accountant of Ontario and Canada. He has attended several Executive Management Development Programmes in leading institutions including Harvard Business School, London Business School, and Lagos Business School.

He is the Chairman of the Board Finance and Investment Committee, and the Vice-Chairman of the Board Risk Management Committee.

He was 59 years old as at the end of the reporting period and is resident in Nigeria.

Mrs. Bello-Ismail is a lawyer with more than thirty-six (36) years' experience in the legal and financial services fields. She commenced her legal career at the Department of Public Prosecution in the Federal Ministry of Justice, Lagos before working as a counsel in the firm of Kehinde Sofola & Co.

She also worked at the Nigerian Social Insurance Trust Fund (NSITF) and Continental Merchant Bank (formerly Chase Merchant Bank) before becoming the Managing Partner at Universal Chambers, a full-service commercial law firm.

Mrs. Bello-Ismail obtained her bachelor's degree (in Law) from Ahmadu Bello University Zaria, Nigeria in 1984 and was called to the Nigerian Bar in 1985.

She sits on the boards of Jex Markets Limited and Katsina State Development Board. She is a member of the Nigerian Bar Association, International Bar Association, and Founder and Trustee of the Home of Hospitality Development Initiative (HOHDI). She was a Council Member in the Nigerian Stock Exchange between 2017 and 2020 and sat as a Non-Executive Director on the Board of Nigerian Exchange Group between 2020 and 2022.

She is the Chairman of the Board Governance, Nomination and Remuneration Committee.

Mrs. Bello-Ismail was 63 years old as at the end of the reporting period and is resident in Nigeria.

Mrs. Adeyemi is an accomplished professional with over 30 years' experience in Education and Corporate Governance. She has a proven track record of strategic management, transformative leadership, and exceptional financial acumen. She is renowned for fostering organisational growth, spearheading innovation, and inspiring excellence across diverse sectors.

She is currently the Managing Director of Chrisland Schools Limited, Nigeria's leading private educational organisation. Prior to this role, she served as an Executive Director for Chemo-Pharma Laboratories, driving financial efficiency and operational growth. She previously worked with Peat Marwick Ani and Ogunde (now KPMG Professional Services) as an Audit Trainee and Chartered Accountant.

Mrs. Adeyemi is the Chairperson of Salvation International School, Ikeja, and a member of the Institute of Directors in Nigeria. She also serves on the Boards of Chrisland University, Victor and Winifred Awosika Foundation, Holy Trinity Hospital, and City Commercial Enterprises Limited.

Mrs. Adeyemi obtained her Bachelors Degree in Economics (1986), her Postgraduate Diploma in Education (2018), and her Masters Degree in Educational Administration and Planning (2020) from the University of Lagos. Mrs. Adeyemi qualified as a chartered accountant over thirty years ago and has attended numerous executive trainings, including the Lagos Business School Advanced Management Program II in 2000, the Institute of Directors' Company Directors' Course in 2012, and Harvard Business School Executive Course in 2022.

She is the Chairman of the Board Audit Committee.

She was 60 years old as at the end of the reporting period and is resident in

Nigeria

. Mrs. Ojinika Nkechinyelu Olaghere, FCA Non-Executive Director

Mrs. Olaghere is a seasoned professional with over thirty-five (35) years' experience in banking, administration, and consulting. She is currently the Managing Director of Rickela Consulting Limited, a management consultancy firm which provides training, capacity building, coaching and advisory services to companies in the financial services sector.

She joined Access Bank Plc ('the Bank') in 2007 as a General Manager in the Enterprise Resource Support Group where she spearheaded the smooth rationalisation of the Bank's assets following the acquisition of Intercontinental Bank. She retired from the Bank in June 2018 as Executive Director, Operations, and Information Technology. As Executive Director, Mrs. Olaghere led the seamless upgrade of the Bank's major IT infrastructure and executed the Operations Transformation Programme which resulted in the Bank being ranked amongst the top five in KPMG's 2018 Banking Industry Customer Service Satisfaction Survey.

Prior to joining Access Bank Plc, she spent sixteen (16) years with Ecobank Nigeria, where she worked in the Operations and Consumer Banking Groups. As a multi-skilled and valuable resource, she was involved in the implementation of several critical projects. She has played key roles in the shaping and development of strategies that have led to the successes of multiple businesses across different industries. She sits on the boards of several organisations such as Nigerian Exchange Group Plc, Coronation Life Assurance Limited and Pelijini Nigeria Limited.

Mrs. Olaghere holds a Bachelor of Arts in French Language from the University of Nigeria, Nsukka and is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN). She has attended several leadership development programmes in leading institutions including INSEAD, London Business School, Harvard Business School, Lagos Business School, and Massachusetts Institute of Technology.

She is the Chairman of the Board Human Resources and Sustainability Committee and Board Digital and Information Technology Committee.

She was 62 years old as at the end of the reporting period and is resident in Nigeria.

Mr. Ogbonnewo has over 30 years' professional experience spanning Retail and Commercial Banking, Human Capital Development, Operations and Technology, Financial Inclusion, Payment Systems and Fintech.

He was Operating Director, Tengen Family Office between September 2017, and December 2023. He is currently a Financial Services Consultant and Board Advisor. Prior to this, he occupied several roles in Access Bank Plc between 2006 and 2017 including Group Head, Channels Services; Head, Transaction Services Division; Group Head, Domestic Payments; Group Head, Central Processing Centre and Group Head, Settlements and Payments and Group Head Branch Operations.

Mr. Ogbonnewo served in various capacities in Guaranty Trust Bank between 1993 and 2006 including Head, International Settlements; Divisional Head, Banking Operations and Information Technology in Guaranty Trust Bank Gambia Ltd, (the first offshore subsidiary of the bank) as well as Relationship Manager, Commercial Banking leading the Apapa team and Branch Operations Manager of flagship Branches.

He also served as Branch Manager and Programme Officer in Peoples Bank Nigeria Limited between 1990 and 1992.

He sits on the board of several organisations including Coronation Insurance Plc, Coronation Registrars Limited, Trium Limited, Fiducia Data Services Limited, Oxygen X Limited, Remita, and Coronation Insurance Ghana Limited. He has also served in sub committees of CBN led Payments Systems Vision 2020 between 2007and 2012. He was a member of the Verve Card Advisory Council.

Mr. Ogbonnewo holds a Bachelor of Arts Education and a master's in public administration from University of Ilorin. He also holds a master's in business administration from IESE, University of Navarra Barcelona Spain/Lagos Business School. He is also an Honorary Senior Member (HCIB) of the Chartered Institute of Bankers of Nigeria.

He has attended several renowned leadership and professional development programmes including the High-Performance Leadership Programme organised by Institute of Management and Development; Corporate Restructuring Programme organised by Harvard Business School; Achieving Outstanding Performance by INSEAD and several global payments and systems processing courses organized by VISA, MasterCard, Verve and Entrust amongst others.

Mr. Ogbonnewo is the Chairman of the Board Risk Management Committee. He was 64 years old as at the end of the reporting period.

Mr. Innocent C. Ike is a seasoned banker, strategist, and corporate leader with over three decades experience in banking and financial services, ten years of which were spent at Access Bank, where he rose to General Manager, overseeing portfolios in corporate, commercial, and public sectors. His career spans commercial and investment banking, digital innovation, and strategic leadership, marked by a consistent record of institutional growth and operational excellence.

Mr. Ike graduated from the University of Lagos with a BSc (Hons) in Accounting in 1988, receiving recognition as the Best Graduating Student. He is a Fellow of the Chartered Institute of Bankers of Nigeria (CIBN), a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), and a certified IFRS expert. He is an Associate of the Chartered Institute of Stockbrokers of Nigeria and an authorized dealing clerk of the Nigerian Exchange

He served as the Managing Director/Chief Executive Officer of Polaris Bank from 2020 to 2022, during which he launched VULTe, the bank's digital banking platform, earning several industry awards including the BusinessDay BAFI Digital Bank of the Year Award and the Nigerian Fintech Digital Bank of the Year Award in 2021 and 2022, respectively. As Executive Director in charge of Technology and Services, he led a comprehensive overhaul of Polaris technology infrastructure and enhanced service delivery across the bank.

Previously, he held the position of Executive Director at Skye Bank Plc and Keystone Bank Limited. His earlier career at Guaranty Trust Bank and Deloitte helped him build strong foundations in audit, treasury, technology, operations, and business development.

Mr. Ike holds an Executive Certificate in Strategy & Innovation from MIT Sloan School of Management and a Certificate in Private Equity from Oxford University's Said Business School. He has completed advanced leadership programmes at Harvard Business School, Wharton, and IMD Switzerland. He has served on the boards of Skye Bank Gambia Limited, MainOne Cable Company, Unified Payments Systems Limited, and Pay Attitude Global Limited. Passionate about mentoring and community development, Mr. Ike continues to champion leadership excellence and sustainable growth across the financial services industry.

He was 61 years old as at the end of the reporting period.

Ms. Agbede is a versatile professional with over three decades experience in human resources management, customer relationship management and banking operations. She has a proven record of successful people integration during mergers and acquisitions, culture transformation and execution of corporate strategies.

She began her professional journey at Guaranty Trust Bank, assuming multiple roles within Commercial Banking and Operations. Through consistent dedication and performance, she advanced from Executive Trainee in 1992 to Manager by 2001. In 2003, Ms. Agbede was appointed Chief Executive Officer of JKG Limited, a business consulting firm.

Ms. Agbede joined Access Bank in 2003 as an Assistant General Manager and was responsible for managing the Bank's portfolio of chemical trading companies. She was the Group Head, Human Resources of Access Bank Plc between 2010 and 2022.

She holds a bachelor's degree in Mathematics and Statistics from the University of Lagos (1990) and subsequently obtained a Master of Business Administration degree from Cranfield University in 2002. She is a member of the Chartered Institute of Management UK and Chartered Institute of Personnel Management of Nigeria.

She has attended several renowned leadership and professional development programmes including the High-Performance Leadership Programme, organised by the IMD and the Strategic Talent Management Programme, organised by the London Business School.

Ms. Agbede sits on the boards of Access ARM Pensions Limited, Nigerian Business Coalition Against Aids, HIV Trust Fund of Nigeria and Nigerian Mortgage Refinance Company Plc.

She was 56 years old as at the end of the reporting period and is resident in Nigeria.

Mr. Bamisebi is a seasoned technology and business executive with over two decades of experience spanning information technology, Cyber Security, talent development and Finance. He has extensive Pan-African experience, having managed IT operations across 22 African countries. A pioneer advocate for Generative AI for Good, Mr. Bamisebi is committed to leveraging artificial intelligence and digital transformation to drive innovation and business growth.

Before his appointment as Executive Director at Access Holdings, he served as Managing Director of Finserve Africa, the fintech arm of Equity Bank, and as Group Director for IT & Operations at Equity Group Holdings Limited (EGHL), Kenya. Prior to that, he was the Group Chief Information Officer at Diamond Bank Plc and United Bank for Africa (UBA).

Mr. Bamisebi holds a Higher National Diploma in Computer Science from The Polytechnic Ibadan and dual bachelor's degrees, Accounting from Olabisi Onabanjo University and Computing & Information Technology from the University of Derby, UK

He also earned a Master of Business Administration from Durham Business School UK an Executive MBA from Quantic School of Business and Technology, US. In addition, he has completed Executive Management Development Programs at globally renowned institutions, including Harvard, Wharton, IMD, and Cambridge JBS UK. He is a director of Hydrogen Payment Services Company Limited.

He was 52 years old as of the end of the reporting period.

Mr. Ekwochi was appointed the Company Secretary of the Company in May 2022.

He graduated as a top student in Law from the University of Jos with a second-class upper division degree in 1996 and from the Nigerian Law School in February 1998 with a second-class upper division degree. He has over 2 decades of banking experience from the then African Express Bank, Fidelity Bank and Access Bank Plc.

Mr. Ekwochi qualified as a Chartered Secretary with the Institute of Chartered Secretaries and Administrators, London in 2003. He has attended Management Development Programmes at London

Business School, Euromoney, Wharton Business School and IMD. He is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria and is a member of the Chartered Institute of Directors of Nigeria .

Mr. Ekwochi served as the Vice-Chair of the Association of Banks Legal Advisers and Company Secretaries and Chairman of its Capacity Development Committee.

The Board, in the discharge of its oversight function, engages management on the planning, definition and execution of the Company's strategy. Management regularly presents reports on the implementation of defined strategic objectives as a standing item on the Board's agenda, thereby enabling the Board to evaluate and provide constructive feedback on Management's execution of the organization's strategy.

The Board usually holds an annual Board retreat, where the strategy for the coming year is rigorously debated and agreed between Management and the Board. The Board held its Group Retreat for the year under review on February 28 - March 1, 2025.

Management provides the Board with quarterly updates on implementation of the strategy, affording the Board the opportunity to challenge Management's performance and assess significant risk issues as well as mitigating controls implemented. Management's report on the Group's actual financial performance is presented relative to the planned budget to enable the Board assess performance. Peer comparison is also a regular feature of Management reporting to the Board to benchmark performance against that of our competitors.

The Company's performance on corporate governance is monitored and reported. The Company equally carries out extensive reviews of its compliance with the corporate Governance Guidelines issues by the CBN, SEC and Nigerian Code of Corporate Governance 2018 with appropriate reports rendered to the regulators.

Board assessment, when done effectively provides the Board the opportunity to identify and remove obstacles to better performance and to strengthen what works well. The Board has established a policy on its performance evaluation which provides for the independent annual evaluation of its performance, that of its committees and individual directors. The evaluation is done by an independent consultant approved by the Board.

The Board believes that the use of an independent consultant promotes the objectivity and transparency of the evaluation process. Our Board and corporate governance assessment transcends box ticking and involves a rigorous process of on-line self-evaluation and 360° feedback with a heavy focus on qualitative considerations. It includes the assessment of our corporate governance frameworks and polices, evaluation of the Board and the Committees as well as the effectiveness of the Independent Directors.

In compliance with the CBN Code of Corporate Governance, the 2025 Annual Board Performance Evaluation Report was presented at the Board meeting held on January 29, 2026, by a representative of Ernst & Young, the Company's Board Evaluation Consultants.

The Fit and Proper Person Policy is designed to ensure that the Company and its subsidiaries are managed and overseen by capable and trustworthy individuals. The Board Governance, Nomination and Remuneration Committee is responsible for Executive Directors' succession planning and recommends new appointments to the Board. The Committee takes cognisance of the existing range of skills, experience, background, and diversity on the Board in the context of our strategic direction before articulating the specifications for the candidate sought. The Committee also considers the need for

appropriate demographic and gender balance in recommending candidates for Board appointments. Candidates who meet the criteria set by the Committee are subjected to enhanced due diligence enquiries. We are comfortable that the Board is sufficiently diversified to optimise its performance and deliver sustainable value to stakeholders.

The Board's composition subscribes to global best practice on the need for Non-Executive Directors to exceed Executive Directors. In 2025, the Board had more Non-Executive Directors than Executive Directors, with three of the Non-Executive Directors being independent. Non-Executive Directors are appointed to the Board to bring independent, specialist knowledge and

impartiality to strategy development and execution monitoring. The Board is committed to improving gender diversity in its composition in line with its diversity policy. The Board had 44% female membership as of December 31, 2025.

In accordance with the Company's Articles of Association, one third of all Non-Executive Directors (rounded down) are offered for re-election every year (depending on their tenure on the Board) together with Directors appointed by the Board since the last Annual General Meeting.

Mr. Abubakar Jimoh and Mrs Fatimah Bello-Ismail retired from office at the Company's 3rd AGM held on May 15, 2025, and being eligible for re-election, were duly re-elected by shareholders.

Today's boards are required to be more engaged, knowledgeable, and effective than in the past as they contend with myriads of new pressures, challenges, and risks. As stakeholders' expectations from the Board continue to grow, the Board must set its strategic priorities often across diverse business segments and markets and monitor the firm's risk profile. The Board must demonstrate that good corporate governance is not a box-ticking exercise by setting the right ethical tone from the top. The effectiveness of the Board is achieved through composition, induction, training, and a rigorous evaluation process. The effectiveness of the Board derives from the diverse range of skills and competences of the Executive and Non-Executive Directors who have exceptional degrees in banking, financial and broader professional and entrepreneurial experiences.

We recognise that being a Director is becoming increasingly more challenging. The Company has a Directors' Orientation and Continuous Education Policy which provides that Directors should be exposed to domestic and international trainings to improve their decision-making capacity, thereby contributing to the overall effectiveness of the Board.

New Directors are exposed to a personalised induction programme which includes one-on-one meetings with Executive Directors and Senior Executives responsible for our key business areas. Such sessions focus on the challenges, opportunities and risks facing the business areas. The induction programme covers an overview of the Strategic Business Units as well as Board processes and policies.

A new Director is provided with an induction pack containing charters of the various Board Committees, significant reports, important statutes and policies, minutes of previous Board meetings and a calendar of Board activities. Based on the recommendation of the Governance, Nomination and Remuneration Committee, the Board approves the annual training plan and budget for Directors while the Company Secretary ensures the implementation of the plan with regular reports to the Board.

During the period under review, the Directors attended the training programmes detailed below:

The Board recognizes the importance of a free flow of complete, adequate, and timely information to shareholders to enable them to make informed decisions and is committed to maintaining high standards of corporate disclosure. The implementation of our Investor Communication and Disclosure Policy helps the Board to understand shareholders' views. The Company's website, https://www.accessholdingsplc.com is regularly updated with both financial and non-financial information.

Shareholder's meetings are convened and held in an open manner in line with our Articles of Association and existing statutory and regulatory regimes, for the purpose of deliberating on issues affecting our strategic direction. The AGM is a medium for promoting interaction between the Board, management, and shareholders. Attendance at the Annual General Meeting is open to shareholders or their proxies, while proceedings at such meetings would be monitored by members of the press, representatives of the Nigerian Exchange Limited, the Central Bank of Nigeria, and the Securities and Exchange Commission.

The Company has a dedicated Investors Relations Unit that facilitates communication with shareholders and analysts on a regular basis and addresses their queries and concerns. Investors and stakeholders are frequently provided with information about the Company through various channels, including Quarterly Investors Conference Calls, the General Meeting, our website, the Annual Report and Accounts, Non-Deal Road Shows, and Investors Forum at Nigerian Exchange Limited.

The Board ensures that communication with the investing public about the Company and its subsidiaries is timely, factual, broadly disseminated, and accurate in accordance with all applicable legal and regulatory requirements. Our reports and communication to shareholders and other stakeholders are in plain, readable, and understandable format. The Board ensures that shareholders' statutory and general rights are always protected, particularly their right to vote at general meetings. The Board also ensures that all shareholders are treated equally regardless of the size of their shareholding and social conditions. Our shareholders are encouraged to share in the responsibility of sustaining our corporate values by exercising their rights as protected by law.

Management recognises the importance of ensuring the flow of complete, adequate and timely information to the Directors on an ongoing basis to enable them to make informed decisions in discharge of their responsibilities. There is ongoing engagement between Executive Management and the Board, and the Heads of Strategic Business Units attend Board meetings to make presentations. The Company's External Auditors attend the meetings of the Board Audit Committee and the Statutory Audit Committee to make presentation on the audit of the Company's Financial Statements. Directors have unrestricted access to Management and company information in addition to the necessary resources to carry out their responsibilities including access to external professional advice at the Company's expense in line with policy.

The Company's Non-Executive Directors are appointed for an initial term of four years, and they can be re-elected for a maximum of two subsequent terms of four years each, subject to satisfactory performance and shareholders' approval. The Independent Non-Executive Directors are subject to a maximum tenure of eight years, while Executive Directors are appointed for an initial term of four years subject to a maximum cumulative tenure of twelve years in line with CBN's Corporate Governance Guidelines. Executive Directors are prohibited from holding other directorships outside the Group or investee companies.

In line with best practice, the Chairman and Group Chief Executive Officer's roles are assumed by different individuals to ensure the balance of power and authority. The Board can reach impartial decisions as its Non-Executive Directors are a blend of Independent and Non-Independent Directors with no shadow or Alternate Directors, thus ensuring that their independence is brought to bear on decisions of the Board.

The principal responsibility of the Board is to promote the long-term success of the Company by creating and delivering sustainable shareholder value. The Board leads and provides direction for the Management by setting policy directions and strategy, and by overseeing their implementation. The Board seeks to ensure that Management delivers on both its long-term growth and short-term objectives, striking the right balance between both goals. In setting and monitoring the execution of our strategy, consideration is given to the impact that those decisions will have on the Company's obligations to various stakeholders, such as shareholders, employees, suppliers and the community in which we operate.

The Board is responsible for ensuring that robust systems of internal controls are maintained, and that Management maintains an effective risk management and oversight process across the Company so that growth is delivered in a controlled and sustainable way. In addition, the Board is responsible for determining and promoting the collective vision of the Company's purpose, values, culture and behaviours.

In carrying out its oversight functions, matters reserved for the Board include but are not limited to:

1. Defining the business strategy and objectives.

2. Formulating risk policies.

3. Approval of quarterly, half yearly and full year financial statements.

4. Approval of significant changes in accounting policies and practices.

5. Appointment or removal of Directors and the Company Secretary.

6. Approval of major acquisitions, divestments of operating companies, disposal of capital assets or capital expenditure.

7. Approval of charter and membership of Board Committees.

8. Setting of annual Board objectives and goals.

9. Approval of allotment of shares.

10. Approval of the framework for determining the policy and specific remuneration of Executive Directors.

11. Monitoring delivery of the strategy and performance against plan.

12. Reviewing and monitoring the performance of the CEO and the Executive team.

13. Ensuring the maintenance of ethical standard and compliance with relevant laws.

14. Performance appraisal and compensation of Board members and Senior Executives.

15. Ensuring effective communication with shareholders.

16. Ensuring the integrity of financial reports by promoting disclosure and transparency.

17. Succession planning for key positions.

    The Role of the Group Chairman

    The principal role of the Chairman is to provide leadership and direction to the Board. The Chairman is accountable to the Board and shareholders and liaises directly with the Board and the Management of the Company, through the Group Managing Director/Chief Executive Officer. The positions of the Chairman and the Group Managing Director/Chief Executive Officer are held by separate individuals.

    More specifically, the duties and responsibilities of the Chairman are as follows:

    1. Primarily responsible for the effective operation of the Board and ensures that the Board works towards achieving the Company's strategic objectives.

    2. Setting the agenda for Board meetings in conjunction with the CEO and the Company Secretary.

    3. Approval of the Annual Board Activities Calendar.

    4. Playing a leading role in ensuring that the Board and its Committees have the relevant skills, competencies for their job roles.

    5. Ensuring that Board meetings are properly conducted and that the Board is effective and functions in a cohesive manner.

    6. Ensuring that the Directors receive accurate and clear information about the affairs of the Company in a timely manner to enable them to take sound decisions.

    7. Acting as the main link between the Board and the Group Managing Director/Chief Executive Officer as well as advising the Group Managing Director/Chief Executive Officer on the effective discharge of his duties.

    8. Ensuring that all Directors focus on their key responsibilities and play constructive roles in the affairs of the Company.

18. Ensuring that induction programmes are conducted for new Directors and continuing education programmes are in place for all Directors.

19. Ensuring effective communication with the Company's institutional

    shareholders and strategic stakeholders.

20. Taking a leading role in the assessment, improvement, and development of the Board.

21. Presiding over General Meetings of shareholders.

    The Role of Group Managing Director/Chief Executive Officer

    The Group Managing Director/Chief Executive Officer has the overall responsibility for leading the development and execution of the Company's long-term strategy, with a view to creating sustainable shareholder value. He manages the day-to-day operations and ensures that operations are consistent with the policies approved by the Board.

    Specifically, the duties and responsibilities of the Group Managing Director/Chief Executive Officer include the following:

    1. Acts as head of the Management team and is answerable to the Board.

    2. Responsible for ensuring that a culture of integrity and legal compliance is imbibed by personnel at all levels of the Company.

    3. Responsible for the Company's consistent achievement of its financial objectives and goals.

    4. Ensures that the Company's philosophy, vision, mission, and values are disseminated and practised throughout the Company.

    5. Ensures that the allocation of capital reflects the Company's risk management philosophy.

    6. Ensures that the Company's risks are controlled and managed effectively, optimally and in line with the Company's strategies and objectives.

    7. Serves as the Company's Chief Spokesman and ensures that it is properly presented to its various publics.

    8. Ensures that the Directors are provided with enough information to support their decision making.

Directors have separate and independent access to the Company Secretary. The Company Secretary is responsible for, amongst other things, ensuring that Board procedures are observed and that the Company's Memorandum and Articles of Association, plus relevant rules and regulations, are complied with. He also assists the Chairman and the Board in implementing and strengthening corporate governance practices and processes, with a view to enhancing long-term shareholder value. The Company Secretary assists the Chairman in ensuring good information flow within the Board and its Committees and between Management and Non-Executive Directors.

The Company Secretary also facilitates the orientation of new Directors and coordinates their professional development. As primary compliance officer for the Company's compliance with the listing rules of the Nigerian Exchange Limited, the Company Secretary is responsible for designing and implementing a framework for the Company's compliance with the listing rules, including advising Management on prompt disclosure of material information. The Company Secretary attends and prepares the minutes for all Board meetings. As secretary for all Board Committees, the Company Secretary assists in ensuring coordination and liaison between the Board, the Board Committees and Management. The Company Secretary also assists in the development of the agenda for the various Board and Board Committee meetings. The appointment and the removal of the Company Secretary are the exclusive preserve of the Board.

The ultimate responsibility for the Company's operations rests with the Board. The Board retains effective control through a well-developed Committee structure that provides in-depth focus on the Board's responsibilities. Each Board Committee has a written term of reference and presents regular reports to the Board on its activities. The Board delegates authority to the Group Managing Director/Chief Executive Officer to manage the affairs of the Company within the parameters established by the Board from time to time. The Company also has in a place a Delegation of Authority Policy that defines the limits of authority designated to specified positions of responsibility within the Company and establish the maximum obligations that may be approved by individuals and Committees. The approval of commitments and transactions must always be made by the parties that have been assigned approval authority.

The Board meets quarterly, and emergency meetings are convened as may be required. The Annual Calendar of Board and Committee meetings is approved by the Board in advance during the last quarter of the preceding year. Material decisions may be taken between meetings through written resolutions in accordance with the Company's Articles of Association.

All Directors are provided with notices, agenda, and meeting papers in advance of each meeting to enable Directors adequately prepare for the meeting. Where a Director is unable to attend a meeting, he/she is still provided with the relevant papers for the meeting. Such a Director also reserves the right to discuss with the Chairman any matter he/she may wish to raise at the meeting. Directors are also provided with regular updates on developments in the regulatory and business environment.

The Board in demonstration of its commitment to environmental sustainability operates a secure electronic portal: Diligent Board book, for the circulation of board documentation to members.

The Board met 13 times during the period under review.

The Board devoted considerable time and efforts on the following issues in 2025:

1. Approval of the 2025 Full Year Audited Financial Statements

2. Approval of top Management and Board appointments

3. Approval of subsidiary expansion activities

4. Review and approval of policies

5. Approval of Notice of the 3rd Annual General Meeting.

6. Approval of the Company's 2026 Budget

7. Approval of revised Board Committee's Charters

8. Approval of the Company's 2025 Result Release Calendar

The membership of the Board and attendance at meetings in 2025 are set out below:

*Approved by the CBN as an Independent Non-Executive Director on April 15, 2025

**Resigned as a Non-Executive Director effective August 7, 2025

*** Resigned as a Non-Executive Director effective March 11, 2025

**** Approved by the CBN as Group Managing Director/Chief Executive Officer on August 29, 2025

The Board exercises oversight responsibility through its standing committees, each of which has a charter that clearly defines its purpose, composition, structure, frequency of meetings, duties, tenure, and reporting lines to the Board. In line with best practice, the Chairman of the Board is not a member of any Committee.

The Board had six standing committees as of December 31, 2025, namely: the Board Audit Committee, the Board Digital and Information Technology Committee, the Board Finance and Investment Committee, the Board Governance, Nomination and Remuneration Committee, the Board Human Resources and Sustainability Committee, and the Board Risk Management Committee.

While the various Board committees have the authority to examine issues within their remit and report their decisions and/or recommendations to the Board, the ultimate responsibility for all matters lies with the Board.

This section highlights the activities of the Board Committees in 2025.

1. Board Audit Committee

   The membership of the Committee and attendance at the meetings as of December 31, 2025, are as set out below.

   Name	Designati on	16/1/2 025	28/1/20 25	17/4/20 25	10/7/2 025	25/7/2 025	9/10/20 25
   Abuba kar Jimoh	Chairman	P	P	P	P	P	P
   Ojinik a Olagh ere	Vice-Chairman	P	P	P	P	P	P
   Fatimah Bello- Ismail	Member	P	P	P	P	P	P
   Ibiron ke Adeye mi*	Member	NM	NM	NM	P	P	P

   *Appointed as an Independent Non-Executive Director on April 15, 2025.

   The Committee supports the Board in performing its oversight responsibility relating to the integrity of the Group's Financial Statements and the financial reporting process, as well as the independence and performance of the Group's Internal and External Auditors. It oversees the Group's system of internal control and the mechanism for receiving complaints regarding the Group's accounting and operating procedures.

   During the review period, the Committee considered the Group's financial performance and recommended the revised Internal Audit Group Charter,

   Internal Audit Reports, and Chief Financial Officers Reports to the Board for approval.

   The Committee met 6 times during the reporting period. Mrs. Ibironke Adeyemi is the Chairman of the Committee.

2. Board Digital & Information Technology Committee

   The membership of the Committee and attendance at the meetings as of December 31, 2025, are as set out below.

   Name	Designati on	17/1/20 25	14/4/20 25	11/7/20 25		10/10/2 025	29/12/2 025
   Ojinik a Olagh ere	Chairman	P	P	P		P	P
   Olusegu n Ogbonn ewo	Vice-Chairman	P	P	P		P	P
   Fatimah Bello-Ismail	Member	P	P	P		P	P
   Roosev elt Ogbon na*	Member	P	P	P		NM	NM
   Innocent C . Ike**	Member	NM	NM	NM		P	P
   Bolaji Agbede ***	Member	P	P	P		NM	NM
   Lanre Bamisebi	Member	P	P	P		P	P

   *Resigned as a Non-Executive Director effective August 7, 2025

   **Approved by the CBN as Group Managing Director/Chief Executive Officer on August 29, 2025

   ***Served as Acting Group Chief Executive Officer from March 1, 2024, to August 29, 2025. She ceased to be a member of BDITC afterwards.

   The Committee oversees the end-to-end digital delivery of the Group's products and services. The Committee receives regular reports on the Group's digital ecosystem and customer experience and oversees the Group's IT strategy. The Committee monitors investments in the Group's IT infrastructure and support systems to ensure the safe and effective delivery of products and services.

   The key issues considered by the Committee during the period included the reports on Information Technology, Information and Cyber Security, customer feedback, internal audit report on the Company's information technology and digital systems and 2026 IT budget.

   The Committee met 5 times during the reporting period. Mrs. Ojinika Olaghere is the Chairman of the Committee.

3. Board Finance and Investment Committee

   The membership of the Committee and attendance at the meetings as of December 31, 2025, are as set out below.

   Name	Designati on	17/3/20 25	3/3/20 25	14/4/20 25	11/7/20 25	8/9/20 25	10/1 0/2 25
   Abuba kar Jimoh	Chairman	P	P	P	P	P	P
   Olusegu n Ogbonn ewo	Vice-Chairman	P	P	P	P	P	P
   Fatimah Bello- Ismail	Member	P	P	P	P	P	P
   Roosev elt Ogbon na*	Member	P	P	P	P	NM	NM
   Oluseyi Kumapayi* *	Member	P	P	NM	NM	NM	NM
   Ibironk e Adeyem i***	Member	NM	NM	NM	P	P	P
   Innocent C . Ike****	Member	NM	NM	NM	NM	P	P
   Bolaji Agbede* ****	Member	P	P	P	P	NM	NM

   The Committee assists in monitoring the Group's strategy formulation and implementation process. It also oversees the Group's investment planning, execution and monitoring process. The key issues considered by the Committee during the period included the review of the Company's expansion strategies.

   The Committee met 6 times during the reporting period. Mr. Abubakar Jimoh is the Chairman of the Committee.

   *Resigned as a Non-Executive Director effective August 7, 2025

   **Resigned as a Non-Executive Director effective March 11, 2025

   *** Approved by the CBN as an Independent Non-Executive Director on April 15, 2025

   ****Approved by the CBN as Group Managing Director/Chief Executive Officer on August 22, 2025.

   *****Served as Acting Group Chief Executive Officer from March 1, 2024, to August 29, 2025. She ceased to be a member of BFIC afterwards

4. Board Governance, Nomination and Remuneration Committee

   The membership of the Committee and attendance at the meeting as of December 31, 2025, are as set out below.

   Name	Designati on	15/1/20 25	16/4/20 25	28/4/20 25	9/7/20 25	5/8/20 25	8/10/2 025
   Fatimah Bello- Ismail	Chairman	P	P	P	P	P	P
   Abuba kar Jimoh	Vice-Chairman	P	P	P	P	P	P
   Ojinik a Olagh ere	Member	P	P	P	P	P	P

   The Committee advises the Board on its oversight responsibilities pertaining to governance, appointment, re-election, and removal of Directors. The Committee also advises the Board on issues relating to Directors' induction, training as well as Board performance evaluation. The Committee is responsible for recommending appropriate remuneration for Directors and other staff to the Board for approval.

   The key decisions of the Committee in the reporting period were Board appointments, including subsidiary Board appointments, approval of policies, review of employee's remuneration and recommendation of directors training plan and budget.

   The Committee met 6 times during the reporting period. Mrs. Fatimah Bello Ismail is the Chairman of the committee.

5. Board Human Resources and Sustainability Committee

   The membership of the Committee and attendance at the meetings as of December 31, 2025, are as set out below:

   Name	Designatio n	14/1/2 025	15/4/20 25	8/7/20 25	7/10/20 25	29/12/2 025
   Ojinik a Olagh ere	Chairman	P	P	P	P	P
   Abuba kar Jimoh	Vice-Chairman	P	P	P	P	P
   Olusegu n Ogbonn ewo	Member	P	P	P	P	P
   Fatimah Bello- Ismail	Member	P	P	P	P	P
   Roosevelt Ogbonna*	Member	P	P	P	NM	NM
   Ibironke Adeyemi**	Member	NM	NM	P	P	P
   Innocent C . Ike***	Member	NM	NM	NM	P	P
   Bolaji Agbede	Member	P	P	P	P	P

   *Resigned as a Non-Executive Director effective August 7, 2025

   **Approved by the CBN as an Independent Non-Executive Director on April 15, 2025

   ***Approved by the CBN Group Chief Executive Officer on August 22, 2025

   The Committee advises the Board on its oversight responsibilities in relation to the Company's human resource policies, plans, processes, and procedures as well as sustainability practices.

   During the review period, the Committee considered the Company's Human Resources and Sustainability reports and made recommendations to the Board.

   The Committee met 5 times during the reporting period. Mrs. Ojinika Olaghere is the Chairman of the Committee.

6. Board Risk Management Committee

   The membership of the Committee and attendance at the meetings as of December 31, 2025, are as set out below.

   Name	Designati on	15/1/202 5	16/4/202 5	9/7/202 5	9/10/20 25
   Olusegun Ogbonnewo	Chairman	P	P	P	P
   Abubakar Jimoh	Vice- Chairman	P	P	P	P
   Ojinika Olaghere	Member	P	P	P	P
   Roosevelt Ogbonna*	Member	P	P	P	NM

   Oluseyi Kumapayi**	Member	P	NM	NM	NM
   Ibironke Adeyemi***	Member	NM	NM	P	P
   Innocent C. Ike****	Member	NM	NM	NM	P
   Bolaji Agbede*****	Member	P	P	P	NM

   *Resigned as a Non-Executive Director effective August 7, 2025

   **Resigned as a Non-Executive Director effective March 11, 2025

   ***Appointed as Group Chief Executive Officer effective August 29, 2025

   ****Served as Acting Group Chief Executive Officer from March 1, 2024, to August 29, 2025. She ceased to be a member of BRMC afterwards

   The Committee is responsible for oversight of the Group's risk management framework and advising the Board on the risk appetite as well as the risk culture and risk management strategy of the Group.

   During the period under review, the Committee considered the quarterly macroeconomic, Chief Risk Officer's report, and Chief Conduct and Compliance Officer's report.

   The Committee met 4 times during the reporting period.

   Mr. Olusegun Ogbonnewo is the Chairman of the Committee.

   Key

   P	Present
   A	Absent
   NM	Non-Member

   DIRECTORS' INTEREST IN CONTRACTS

   Disclosure on Directors' interest in contracts are contained in page 4 of this report.

   Management Committee

   The Management Committee (MANCO) is made up of the Group Managing Director/Chief Executive Officer as Chairman, Executive Directors, and all Group Heads. The Committee is primarily responsible for the implementation of strategies approved by the Board and ensuring the efficient deployment of the Company's resources.

   Group Committee of CEOs of Subsidiaries

   The Group Committee of CEOs of Subsidiaries of the Company supports Group Managing Director/Chief Executive Officer to guide and control the overall direction and success of the businesses of the Company and its subsidiaries. The responsibilities are highlighted below:

   1. Ensuring effective implementation and alignment with the Group strategy by its subsidiaries.

   2. Ensuring overall alignment of the business performance of the

      subsidiaries with the Company's overarching strategy and plans.

   3. Reviewing strategic and business performance of the subsidiaries against the approved plan and budgets and agree recommendations for corrective actions.

   4. Promoting the identification of synergies and ensuring the implementation of initiatives designed to deliver the synergies.

   5. Discussing and monitoring major reputation and brand management risk issues as they impact the Company and/or any of the subsidiaries.

In compliance with Section 404 of the Companies and Allied Matters Act 2020, the Company has a Statutory Audit Committee. The Committee is constituted to ensure its independence, which is fundamental to upholding stakeholders' confidence in the reliability of the Committee's report and the Group's Financial Statements. There is no Executive Director sitting on the Committee. The Chairman of the Committee is an ordinary shareholder, while the shareholders' representatives are independent and answerable to the shareholders.

The duties of the Committee are as enshrined in Section 404 (3) and (4) of CAMA 2020. The Committee is responsible for ensuring that the Company's financials comply with applicable financial reporting standards.