Audited financial statements for the year ended 31 december 2025

First HoldCo Plc

Consolidated and Separate Financial Statements for Year Ended 31 December 2025

First HoldCo Plc.

Index to the consolidated andseparate financial statements for the year ended 31 December 2025

Note Page Note Page

Report of the Independent Consultants on the Annual Board

Evaluation and Corporate Governance 44 9 Impairment charge on financial instruments 131

Statement of corporate responsibility for annual financial

statements 45 10a Fee and commission income 132

Statement of compliance with NSE listing rule on Securities Trading

First HoldCo Plc.

DIRECTORS AND ADVISORS DIRECTORS

Olufemi Otedola, CON Non-Executive Director (Group Chairman)

Adebowale Oyedeji Group Managing Director

Abiodun Oluwole Fatade Non-Executive Director

Alimi Abdul-Razaq Independent Non-Executive Director

Peter Aliogo Independent Non-Executive Director

Kofo Dosekun Independent Non-Executive Director

Dr. Julius B. Omodayo-Owotuga Non-Executive Director

Olusegun Alebiosu Non-Executive Director

GROUP COMPANY SECRETARY: REGISTERED OFFICE:

AUDITOR:

REGISTRAR:

BANKERS:

TAX IDENTIFICATION NUMBER: RC NUMBER:

Abiola Baruwa

Samuel Asabia House 35 Marina

Lagos

KPMG Professional Services

KPMG Tower, Bishop Aboyade Cole Street, Victoria Island, Lagos

Telephone: +234 271 8955 Website: https://www.kpmg.com/ng

Meristem Registrars & Probate Services Limited 213 Herbert Macaulay Way

Yaba Lagos

First Bank of Nigeria Limited 35 Marina

Lagos

Quest Merchant Bank Limited 2 Broad Street

Lagos 15562790-0001

916455

INTRODUCTION

First HoldCo Plc ("FirstHoldCo" / the "Company") and its subsidiaries (the "Group"), remain resolute in upholding the highest standards of corporate governance. Guided by integrity, accountability, and transparency, the Group is committed to fostering sustainable growth while safeguarding the interests of all stakeholders. Our governance framework provides effective oversight, robust risk management, and compliance with applicable regulatory requirements across jurisdictions.

Through this commitment, FirstHoldCo continues to reinforce its position as a trusted financial institution by aligning strategic objectives with ethical conduct and creating long-term value for shareholders, employees, customers, and the communities it serves.

FirstHoldCo adheres to both local and international corporate governance standards. Our governance framework is aligned with key regulatory guidelines, including:

• The Nigerian Code of Corporate Governance 2018 issued by the Financial Reporting Council (FRC),

• The Corporate Governance Guidelines for Financial Holding Companies 2023 issued by The Central Bank of Nigeria (CBN),

• The Securities and Exchange Commission (SEC) Corporate Governance Guidelines 2020

• Corporate Governance Guidelines for Insurance and Reinsurance Companies in Nigeria, 2021 issued by the National Insurance Commission (NAICOM).

By conforming to these standards, the Group maintains a strong governance structure that reinforces transparency, accountability, and regulatory compliance across all subsidiaries.

Across the Group, the Boards function through specialized committees that provide focused oversight and guidance. FirstHoldCo's subsidiary governance framework ensures an appropriate balance between Board autonomy at the operating company level and coordinated governance alignment across the Group. This structure supports effective decision-making, accountability, and consistency in advancing the Group's strategic objectives.

Promoting Diversity, Inclusion, and Governance

At FirstHoldCo, we are dedicated to promoting an inclusive and equitable environment that reflects the diverse communities we serve. Our policies and procedures promote equal opportunity, respect, and fairness, ensuring that diversity remains a core pillar of our corporate culture. We believe that embracing diversity strengthens decision-making, enhances innovation, and improves our ability to deliver sustainable value to clients and communities.

We actively recruit individuals with diverse backgrounds, experiences, and disciplines to drive innovation, enhance the quality of our products and services, and strengthen overall organisational performance. Our commitment to diversity extends beyond gender representation to include differences in perspectives, nationalities, religions, and socioeconomic backgrounds, fostering an inclusive culture across the Group.

Stakeholders and Regulatory Engagement

Our stakeholders, including customers, shareholders, employees, regulators, partners, vendors and communities, are integral to FirstHoldCo's success. They provide valuable insight, resources, and support that shape our operations and strategic direction.

The Board and Management maintain active engagement with stakeholders through multiple platforms, facilitating a two-way dialogue that incorporates external perspectives and addresses stakeholder concerns. Shareholder forums, Annual General Meetings, and other engagement channels remain central to sustaining transparency, accountability, and trust.

Our ongoing collaboration with regulators reinforces mutual confidence and ensures strict compliance with all applicable laws and regulatory requirements. We value stakeholder feedback as a critical input into our governance processes, recognising it as fundamental to the Group's long-term growth and resilience.

Directors Appointment Philosophy

FirstHoldCo's Directors' appointment philosophy reflects its commitment to regulatory compliance, transparency, and adherence to global best practices. The appointment of Directors is guided by requisite Board charters to ensure that only candidates with the skills, competencies, diversity and experience required to advance the Group's strategic objectives, are appointed to the Board. The Board Remuneration, Nomination, and Governance Committee oversees the identification and evaluation of potential candidates, ensuring alignment with the Group's values and long-term priorities.

All appointments are subject to rigorous review by the Board and require approval from relevant regulatory authorities, as well as shareholders ratification at the Annual General Meeting (AGM). This structured process ensures that only the suitably qualified individuals are appointed, thereby strengthening governance oversight, and supporting sustainable success.

Board Changes

As of 31 December 2025, the Board consisted of eight Directors: four Non-Executive Directors, three Independent Non-Executive Directors, and the Group Managing Director. This composition aligns with global best practices, which encourages a majority of Non-Executive Directors relative to Executive Directors. All Directors bring professionalism, expertise, integrity, and independence of judgement to Board deliberations.

During the year, the only change to the Board was the voluntary retirement of the Executive Director, Chief Financial Officer, Samson Oyewale Ariyibi, effective 16 August 2025.

LEADERSHIP

Peter Olufemi Otedola, CON Group Chairman

Peter Olufemi Otedola, CON, was appointed Group Chairman of the Board of Directors of First HoldCo Plc on 31 January 2024. He is a visionary entrepreneur with a history of pioneering businesses and growing and transforming corporations.

His first foray into the downstream sector of the oil and gas industry began with Zenon Petroleum and Gas Limited, disrupting and redefining standards in the industry. He thereafter initiated the purchase of a majority shareholding in the then African Petroleum Plc in May 2007 and became the Chairman of the Board on 25 May 2007. His vision transformed African Petroleum Plc into Forte Oil Plc (FO Plc). The Company grew in leaps and bounds to become a model of the possibilities inherent in Nigeria, winning numerous accolades in recognition of the successful business turnaround, diversified portfolio, prompt financial reporting, strong corporate governance, and position as an investment of choice within the oil and gas industry.

In December 2018, he divested from the Company by selling his shareholding to the Ignite Consortium led by Prudent Energy Services Limited and handed over in June 2019 after completing the transaction. The divestment from Forte Oil Plc and the incorporation of Amperion Power Distribution Company Limited, the Special Purpose Vehicle (SPV) for the acquisition of controlling shares in Geregu Power Plc, provided ample opportunity to focus on the power sector during his tenure as the Company's Chairman. This demonstrates his long-term interest in the Power sector dating back to 2007, when he made a strategic decision to participate in the Privatisation Programme of the Nigerian Government. Olufemi's doggedness culminated in the acquisition of a majority stake in the 414MW Geregu Power Plant by Amperion Power Distribution Company Limited in August 2013 (a plant which has since been overhauled and improved to a 435MW capacity), contributing approximately 9% of the generating capacity available to the National Grid and becoming the first power generation company to be listed on the Nigerian Exchange Limited.

His investments span multiple sectors, including storage, shipping, insurance brokerage, port agencies, and petroleum retail outlets. He has built a formidable, value-driven presence along the downstream value chain. Olufemi has rich experience in corporate boards, having held several board memberships, including President of the Nigerian Chamber of Shipping. He also served as the Chairman of Transcorp Hilton Hotel, Abuja.

He was appointed a member of the Governing Council of the Nigerian Investment Promotion Council (NIPC) in January 2004. In December of the same year, he became a member of the Committee saddled with the task of fostering business relationships between the Nigerian and South African Private sectors. He was also

a member of the National Economic Management Team, chaired by Former President Goodluck Jonathan, from September 2011 to May 2015, and the Honorary International Investors Council, chaired by Baroness Lynda Chalker. He is currently a member of the revered National Peace Committee. Olufemi has received several awards and recognitions for his immense contributions to the growth of the Nigerian economy, including the conferment of the prestigious National Honour - "Commander of the Order of the Niger (CON)" by former President Goodluck Jonathan in May 2010.

Olufemi is a philanthropist with deep involvement in educational causes at all levels via the Sir Michael Otedola Scholarship Awards Foundation and demonstrates his passion for his immediate and extended communities by committing significant financial resources to the sponsorship of promising but financially disadvantaged students. He is the current Chancellor of Augustine University in Ilara, Epe, Lagos State. Olufemi is the Vice President of "Save the Children," a UK-based charity group, and his invitation to the Group bears testament to his impact through the generous donation of N5bn to Save the Children's cause in Nigeria. He is an accomplished family man, happily married and blessed with children.

Dr (Sir) Peter Aliogo

Independent Non-Executive Director

Dr (Sir) Peter Aliogo was appointed to the Board of Directors of First HoldCo Plc on 30 April 2021. He brings to the Board extensive experience spanning over three decades across, banking, financial management, hospitality, manufacturing, real estate, and insurance. Prior to joining the Board of FirstHoldCo Plc, he served as Regional Executive at Southeast Bank, Deputy General Manager at Union Bank of Nigeria Plc, and Executive Director and Acting Managing Director at Manny Bank Plc.

Dr (Sir) Aliogo has also served as a lecturer to MBA students at ESUT Business School, Enugu. He is an Associate of the Chartered Insurance Institute of London and the Chartered Insurance Institute of Nigeria (ACII, ACIIN). He is also an Associate of the Nigerian Council of Registered Insurance Brokers (ANCRIB). He holds a PhD in Business Administration from the International School of Management, Paris, France.

He also holds a Higher National Diploma (HND) in Business Administration (Marketing) and a Master of Business Administration (Banking and Finance) from Auchi Polytechnic and Rivers State University of Science and Technology, respectively.

He has attended several professional programmes at Lagos Business School, Nigeria; Harvard Business School, Boston, USA; Wharton Business School, Philadelphia, USA; Fudan University, Shanghai, China; and Stanford Graduate School of Business, Stanford, California, USA.

Dr (Sir) Aliogo is the Chairman/CEO of Dorchester International Insurance Brokers Limited and Ban Kapital Plc, a banking and finance relationship management consultancy.

Kofo Dosekun

Independent Non-Executive Director

Kofo Dosekun joined the Board of Directors of First HoldCo Plc on 30 April 2021. She is a Barrister and Solicitor of the Supreme Court of Nigeria and a member of the International Bar Association. Kofo is currently Of Counsel of Aluko and Oyebode, having previously served as the Chairman of the Management Board and Head of the Corporate and Commercial Group. She brings deep knowledge and experience in Banking and Finance to the Board. Her expertise includes project finance, cross-border and local syndicated lending, private equity, energy, public-private partnerships, structured trade finance and other commercial transactions. She also advises on risk mitigation, financial regulatory compliance, foreign investment and derivatives, mergers and acquisitions and restructurings in the energy, manufacturing, and telecommunications sectors.

Kofo's expertise in project finance, mergers and acquisitions has been recognised by prestigious legal directories. The Legal 500 (2025) inducted her into the Legal 500 Hall of Fame as the first and only female lawyer in the banking, finance, and capital markets practice. She has been consistently ranked Band 1 in Banking and Finance, Corporate Commercial and Energy and Natural Resources by Chambers Global. She has also been recognised as a standout lawyer in banking by Who's Who Legal. IFLR1000 (2025) ranks her as a Market and Women Leader in Energy and Infrastructure, Banking, Project Development, and Merger and Acquisition. She is a member of the International Bar Association.

Kofo's experience, which spans over three decades, began as a Legal Officer at the Nigerian Institute of International Affairs. She subsequently served as an Associate at Debo Akande & Co. (Barristers & Solicitors); Company Secretary/Legal Adviser at Nigerian International Bank (an affiliate of Citibank, N.A., now Citibank Nigeria); and Assistant General Manager, Corporate Finance and Financial Institutions, Credit and Marketing. She holds an LL.B. (Honours) from the University of Ife, Nigeria and an LL.M. from King's College London, UK.

Wale Oyedeji

Group Managing Director

Wale Oyedeji was appointed Group Managing Director (GMD) of First HoldCo Plc, effective 13 November 2024. He is a consummate professional and charismatic leader whose distinguished career spans over 30 years, with expertise in Audit, Corporate Banking, Treasury Management, Commercial Banking and Strategic Financial Planning.

Wale has an exemplary track record of delivering revenue objectives, driving business transformation, improving staff productivity through people management and enterprise risk control, and promoting sound leadership in top-tier Nigerian and international banks. As an accomplished C-suite executive, he has consistently delivered exceptional results, including revenue growth, operational efficiency, business transformation and people development. He is deeply committed to enhancing customer experience while maintaining the highest standards of governance and regulatory compliance.

Prior to his appointment as Group Managing Director (GMD) of FirstHoldCo, Wale served as Managing Director/Chief Executive Officer (MD/CEO) of Nova Commercial Bank, where he spearheaded the conversion of Nova from a merchant bank to a commercial bank. He also developed the Bank's strategic roadmap to align operational objectives with growth targets.

He started his career at Ernst & Young as an accountant and later joined Guaranty Trust Bank in 1994, where he rose through the ranks to becoming Managing Director of Guaranty Trust Bank UK in 2008. He was subsequently appointed to the Board of Guaranty Trust Bank Plc in October 2011, serving as Executive Director for the Corporate Banking Group and contributing significantly to the growth and transformation of the Business. Wale also served as an Independent Non-Executive Director on the boards of various organisations, including Investment One Financial Services Limited and Stanbic IBTC Bank. In furtherance of his interest in the health and education sectors, he serves on the Boards of Duchess International Hospital and Atlantic Hall School.

Wale holds a Bachelor of Science degree in Agricultural Economics from the University of Ibadan and a Master of Science degree in Financial Economics from the University of London. He is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), an Honorary Member of the Chartered Institute of Bankers of Nigeria, and an alumnus of the Advanced Management Programme at Harvard Business School in the United States of. He has also attended various local and international training courses. In his leisure time, Wale enjoys reading, playing squash, and following football (Arsenal FC). He is happily married with children.

Dr Abiodun Fatade Non-Executive Director

Dr Abiodun Fatade was appointed to the Board of Directors of First HoldCo Plc on 30 April 2021. He is a renowned radiologist and medical practitioner with over three decades of experience in the healthcare industry. He is the MD/CEO of Crestview Radiology Limited, a leading radio-diagnostic group in Nigeria.

In addition to his work in private practice, Dr Fatade has accumulated extensive experience collaborating with both Federal and State governments across several public-private partnerships. He served as a board member of the Gulf Bank of Nigeria and on various board committees. A distinguished graduate of the College of Medicine, University of Lagos, Nigeria, he proceeded to the University College Hospital, Ibadan, Nigeria and subsequently to the Toronto Hospital, Canada, for postgraduate studies and training. He is a Fellow of the National Postgraduate Medical College of Nigeria (Radiology) and a Member of the Nigerian Medical Association, the American College of Radiology , the American Association for f Physician Leadership and the Radiological Society of North America (RSNA).

Notably, he serves on various international committees of these organisations, including the RSNA Committee for Africa and Asia and the Committee for the Advancement of MRI Education and Research in Africa (CAMERA). He is a former Secretary of the Association of Radiologists of West Africa and the West African Medical Ultrasound Society, and a past Chairman of the Association of Radiologists in Nigeria (ARIN), Lagos State.

Dr Fatade is an astute healthcare entrepreneur and an alumnus of the Healthcare Leadership Academy and the Radiology Business Management Association. He received the National Postgraduate Medical College of Nigeria Award for Outstanding Contributions to the Development of Radiology in Nigeria.

He is a Founding Director of the Medical Artificial Intelligence Laboratory, Africa (MAI LAB). Dr Fatade has attended various leadership and management programmes, both locally and internationally, including:

• Board oversight of ESG sustainability and reporting for long-term value creation.

• Understanding and interpreting financial statements for non-finance directors.

• Compensation committee: new challenges and solutions.

• Deepening effective governance and board oversight.

• The future of the board governance, reporting, supervising and risk management in a disruptive era.

• Digital currencies.

• Making the corporate board more effective.

Olusegun Alebiosu Non-Executive Director

Olusegun Alebiosu was appointed Chief Executive Officer, First Bank of Nigeria Limited (FirstBank Group) in June 2024. Prior to this appointment, he served as Executive Director, Chief Risk Officer, and Executive Compliance Officer from January 2022. Before then, he was the Group Executive/Chief Risk Officer.

With over 28 years of experience in the banking and financial services industry, Segun brings extensive cross-functional expertise spanning Credit Risk Management, Financial Planning and Control, Credit and Marketing, Trade Finance, Corporate and Commercial Banking, Agriculture Financing, Oil and Gas, Transportation (including Aviation and Shipping), and Project Financing.

He commenced his professional career in 1991 with Oceanic Bank Plc (now Ecobank Plc). Prior to joining FirstBank in 2016, he served as Chief Risk Officer at Coronation Merchant Bank Limited, Chief Credit Risk Officer at the African Development Bank Group, and Group Head, Credit Policy, and Deputy Chief Credit Risk Officer at United Bank for Africa Plc.

Segun is an alumnus of Harvard Business School and Harvard Kennedy School. He holds a Bachelor's degree in Industrial Relations and Personnel Management and a Master's degree in International Law and Diplomacy from the University of Lagos. He also holds a Master's degree in Development Studies from the London School of Economics and Political Science and completed the Advanced Management Programme (AMP) at Harvard Business School.

He is a Fellow of the Institute of Chartered Accountants, an Associate of the Nigeria Institute of Management, a member of the Chartered Institute of Bankers of Nigeria, and a member of the Nigeria Institute of International Affairs. Segun is a golfer and an adventurer. He is happily married with children.

Dr. Julius B Omodayo-Owotuga, FCA, CFA

Dr. Julius B. (JB) Omodayo-Owotuga is a seasoned executive with a wealth of experience across the oil and gas sector, banking and financial services, and the audit and consulting industry. He was appointed to the Board of First HoldCo Plc on 22 December 2021. He currently serves as the Group Executive Director & Deputy Chief Executive of Geregu Power Plc, subsidiary of Amperion Power-a holding company focused on the acquisition, operations, and management of Power assets in Africa. He has held this strategic role since 2019, where he oversees critical functions including finance, risk management, treasury, information technology and general administration across the Group.

Prior to his role at Geregu Power, JB was at Nigeria's leading oil and gas company, Forte Oil Plc (now Ardova Plc), as Group Executive Director, Finance and Risk Management, between 2011 and 2019. In this role, he played a pivotal role in transforming Forte Oil Plc into a dynamic, multi-million-dollar profit-generating enterprise. He also spearheaded the Company's debt capital raise, acquisition, and divestment initiatives. Prior to this, he was at the Africa Finance Corporation (AFC) as the Corporation's Asset and Liability Management Specialist and the deputy to the Treasurer. Before this, he was the corporation's finance Manager responsible for the setup of the financial operation and control functions as a pioneer staff. His key accomplishments at the Pan-African multilateral development finance institution include generating an annual income of tens of millions of US Dollars, facilitating the successful closure of several trade line deals and short-term funding to the tune of several millions of US Dollars.

JB joined the AFC in 2007 from Standard Chartered Bank Nigeria (SCBN) Limited, where he was a manager within the finance group. Before joining SCBN, he was at KPMG Professional Services, as an Audit Senior. As an Audit Senior at KPMG, he led numerous assurance engagements within the financial services industry. He joined KPMG in 2003 from MBC International Bank (now First Bank of Nigeria), where he worked in the foreign operations department.

JB is an alumnus of University of Oxford's Said Business School, UK, IE Business School, Spain, Geneva Business School, Switzerland and the University of Lagos, Nigeria. He holds a B.Sc. in Accounting and earned a master's in business administration (with Distinction) and a doctorate in business administration. He is a CFA Charter Holder, a Chartered Management Accountant and a Fellow of The Institute of Chartered Accountants of Nigeria, the Chartered Institute of Taxation of Nigeria, and the Institute of Credit Administration. Additionally, he is a member of the Institute of Directors (IoD) of Nigeria. JB is married with children and enjoys playing tennis, mentoring professionals, and watching soccer in his leisure time.

Dr Alimi Abdul-Razaq

Independent Non-Executive Director

Dr Alimi Abdul-Razaq was appointed to the Board of Directors of First HoldCo Plc on 30 April 2021. He brings to the Board a wealth of experience as both a legal expert and a regulator, with over 45 years of post-call practice. He is the Managing Partner at A. AbdulRazaq (SAN) & Co. (Legal Practitioners & Notaries Public). Dr AbdulRazaq earned his Law degree from Ahmadu Bello University, Zaria, Nigeria, and furthered his education with an LL.M. and PhD from the University of Hull, UK. He is a respected member of the International Bar Association and the Nigerian Bar Association and holds a Fellowship of the Chartered

Institute of Arbitrators, Nigeria. Additionally, he is an elected member of the Royal Institute of International Affairs, London, and a distinguished member of the Body of Benchers, Nigeria.

His extensive career includes serving as Commissioner of Legal Licensing and Enforcement at the Nigerian Electricity Regulatory Commission (NERC), Chairman of the National Iron Ore Mining Company, Itakpe, and a member of the National Council on Privatisation. He is also the Founder and Chairman of Bridge House College, Ikoyi, Lagos State.

Dr Abdul-Razaq attended executive leadership programmes at Harvard Business School, IESE Barcelona, University of Florida, Georgetown University, Washington, DC, and Lagos Business School. He is the pioneer recipient of the Alumni Laureate Award from the University of Hull, UK, recognizing his contributions to legal scholarship and educational endowments. Additionally, he was honored in 2003 as the Outstanding Alumnus of St. Gregory's College, Obalende, Lagos. He holds the prestigious traditional title of Mutawali of Ilorin. Outside of his professional commitments, he is a dedicated family man, an avid art collector, and enjoys reading and swimming.

EFFECTIVENESS

Board Effectiveness

An effective Board provides ethical leadership, fosters a well-defined culture and values, and demonstrates adaptability as it navigates the complexities and risks of today's rapidly evolving business environment. To ensure success, the Board sets strategic direction across diverse structures, markets, and geographies; monitors the Company's risk profile; and evaluates executive performance while maintaining accountability to stakeholders.

The Board's efficiency is underpinned by three key factors:

1. The composition and breadth of experience of its members.

2. Ongoing training and development to strengthen governance capacity; and

3. An annual independent evaluation conducted by a consulting firm to ensure continuous improvement.

Guiding Principles on Composition

To effectively fulfil its responsibilities, the Board appoints individuals who not only demonstrate exceptional business acumen but also possess a comprehensive understanding of the industry, gained through diverse experiences. The Board is composed of highly knowledgeable and well-rounded professionals, each bringing a wealth of expertise from diverse backgrounds. This diversity empowers the Board to adopt and implement relevant governance codes, ensure appropriate delegation of authority, optimize resource allocation, and strengthen performance monitoring, all with the overarching goal of enhancing stakeholder value.

The independence of the Board is further reinforced by its composition: Non-Executive Directors and Independent Non-Executive Directors mainly dominate the Board with only one (1) Executive Directors, underscoring the Board's autonomy from the Company's Management and ensuring robust oversight.

Training of Directors

In 2025, Directors participated in executive education programmes to refine their decision-making and leadership skills. The Board approved an annual training plan, with the Company Secretariat responsible for its implementation. This reflects the Company's dedication to ongoing development and enhancement of capability at the Board level.

2025 Board Training Attended

Board Appraisal

The Board of a public company is required by regulations to conduct an annual appraisal of its performance and that of its Committees, the Chairman, and individual Directors. The Board engaged Deloitte & Touche (Deloitte) to evaluate the Board of Directors and review the Company's corporate governance processes for the year ended 31 December 2025. The Board appraisal covered the Board's structure and composition, processes, relationships, competencies, roles, and responsibilities. The corporate governance evaluation assessed the governance structures and practices, including oversight of the Company's performance, surveillance of the ethical climate within the Company, risk management, corporate compliance, internal controls, financial reporting, and stakeholder engagement.

Deloitte concluded that FirstHoldCo' s corporate governance practices complied with the key provisions of the Corporate Governance Guidelines of the Central Bank of Nigeria, the Nigerian Code of Corporate Governance, and the Securities and Exchange Commission's guidelines. They developed specific recommendations for further improvement of governance practices and presented them to the Board in a detailed report. Please refer to the summary of the Deloitte report.

Access to Independent Professional Advice

To enhance its effectiveness, the Board may, at the Company's expense, seek advice and assistance from independent professional advisers or external experts. This option was exercised on several occasions during the year, enabling the Board to benefit from specialized insights and

ensure that their decisions are informed by best-practice perspectives and industry expertise.

Board Responsibilities

The Board's primary mission is to create and sustain long-term shareholder value. It sets policy and strategic direction, supervises implementation, and ensures that Management achieves both short and long-term objectives with appropriate prioritization. In establishing and monitoring strategy, the Board considers the impact of its decisions on regulators, employees, suppliers, and the wider community. Beyond overseeing internal controls and risk management, the Board safeguards the Group's collective purpose, values, and culture.

More specifically, the Board's responsibilities enumerated in the Board Charter include:

• Building long-term shareholder value by ensuring adequate systems, procedures and policies are in place to safeguard the Group's assets.

• Appointing, developing, and refreshing the overall competency of the Board, as necessary.

• Articulating and approving the Group's strategies and financial objectives, as well as monitoring the implementation.

• Approving the appointment, retention, and removal of Executive and Non-Executive Directors.

• Regularly reviewing the succession planning for the Board and Senior Management and recommending changes where necessary.

• Overseeing the implementation of corporate governance principles and guidelines.

• Reviewing and approving the recommendations of the Board Remuneration, Nomination and Governance Committee concerning the remuneration of Directors.

• Overseeing the establishment, implementation, and monitoring of a Group-wide risk management framework to identify, assess and manage business risks encountered by the Group.

• Articulating and approving the Group's risk management strategies, philosophy, risk appetite and initiatives.

• Maintaining a sound system of internal controls to safeguard shareholders' investments and the assets of the Group; and

• Overseeing the Group's corporate sustainability practices regarding its economic, social, and environmental obligations.

  The Role of the Group Chairman

  The roles of the Group Chairman and the Group Managing Director are distinct and not performed by a single individual. The principal function of the Group Chairman is to provide leadership to the Board of Directors of FirstHoldCo. The Group Chairman is accountable to shareholders and responsible for the

  effective and orderly conduct of the Board and General meetings. Specifically, the duties and responsibilities of the Group Chairman include:

• Acting as a liaison between Shareholders and the Board.

• Providing independent advice and counsel to the GMD.

• Keeping informed about the activities of the Company and Management.

• Ensuring Directors are well-informed and have sufficient information to make appropriate decisions.

• Developing and setting the agenda for Board meetings.

• Assessing and making recommendations to the Board on the effectiveness of the Board, its committees, and individual Directors annually; and

• Ensuring that, upon completing the ordinary business of a Board meeting, the Directors hold discussions regularly in the absence of members of Management.

  The Role of the Group Managing Director

  The Group Managing Director (GMD) is responsible for developing and executing the Group's long-term strategy with the overarching goal of creating sustainable stakeholder value. In addition, the GMD oversees the day-to-day operations of FirstHoldCo, ensuring that all processes align with the policies established by the Board of Directors and implemented effectively.

  More specifically, the duties and responsibilities of the GMD are to:

  • Lead the development of the Group's strategy in conjunction with the Board and oversee the implementation of the Group's short-term and long-term plans in line with its strategy; Ensure appropriate organisation and staffing of the Company effectively, ensuring staff are hired, motivated, retained or exited as deemed necessary to achieve the Company's goals and strategic objectives.

  • Ensure the Group has appropriate systems to conduct its activities both lawfully and ethically.

  • Ensure the Group maintains a high standard of corporate citizenship and social responsibility wherever it does business.

  • Acting as a liaison between Management and the Board and communicate effectively with shareholders, employees, government authorities and other stakeholders as well as the public.

  • Provide sufficient information to the Board to enable the Directors to make informed decisions.

  • Abide by specific internally established control systems and authorities, lead by example, and encourage all employees to conduct their activities in accordance with all applicable laws and the Company's standards and policies, including its environmental, health and safety policies.

  • Manage the Group within its established policies, maintain a regular policy review process and revise or develop policies for presentation to the Board.

  • Ensure the Company operates within approved budgets and complies with all regulatory requirements of a holding company; and

  • Develop and recommend the annual operating and capital budget to the Board and, with fully delegated authority, implement the plan upon approval.

    The Role of the Company Secretary

    Sections 330-340 of the Companies and Allied Matters Act 2020 and the Company's Articles of Association, govern the appointment and duties of the Company Secretary. The responsibilities of the Company Secretary include the following:

  • Attending meetings of the Company, Board of Directors, and Board Committees, while rendering all necessary secretariat services in respect of such meetings and advising on compliance and regulatory issues.

  • Setting the agenda of the meetings through consultations with the Group Chairman and the GMD.

  • Maintaining statutory registers and other records of the Company.

  • Rendering proper and timely returns as required under the Companies and Allied Matters Act.

  • Serving as a central source of guidance and advice to the Board and the Company on matters of ethics, conflict of interest and good corporate governance; and

  • Executing administrative and secretarial duties as directed by the Directors of the Company and duly authorised by the Board of Directors, and exercising any powers vested in the Directors.

Leadership Appointments Across the Operating Entities

• First Bank of Nigeria Limited

  The Board concurred with the following appointments:

  • Adebiyi Olagbami as Executive Director, Risk Management

  • Mairo Mandara as Independent Non-Executive Director.

• First Capital Limited

  The Board concurred with the appointment of

  • Ahmed Indimi as a Non-Executive Director.

• First Securities Brokers Limited

  The Board concurred with the following appointments:

  • John Akpeki as Non-Executive Director

  • Omolara Adeyemi as Non-Executive Director

  • Susan Younis as Non-Executive Director

  • Kemi Andu-Alausa as Independent Non-Executive Director

• First Trustees Limited

  The Board concurred with the following appointments:

  • John Lee as Non-Executive Director

  • Abiola Alabi as Non-Executive Director

  • Adebisi Sola-Adeyemi as Non-Executive Director

  • Ugochukwu Obi-Chukwu as Independent Non-Executive Director

  • Ereifemi Akeredolu as Managing Director

• First Asset Management Limited

  The Board concurred with the following appointments:

  • Ebibako Williams as Non-Executive Director

  • Binta Max-Gbinije as Independent Non-Executive Director

  • Usman Dantata Jr as Non-Executive Director

  • Alero Mobola Adollo as an Independent Non-Executive Director

  • Olufela Popoola as Managing Director

• First Insurance Brokers Limited

  The Board concurred with the following appointments:

  • Akinola Phillip as Non-Executive Director

  • Folukemi Akinmeji as Non-Executive Director

  • Ije Onejeme as Non-Executive Director

  • Mojisola Cardozo as Independent Non-Executive Director

  • Peter Offiong as Executive Director

    Making Board Meetings Effective

    At FirstHoldCo, Board meetings are structured to ensure effective oversight, timely decision-making, and alignment with the Group's strategic objectives:

• The Board meets quarterly and as required.

• The annual calendar of Board meetings is approved in advance at the final meeting of the preceding year, with flexibility to convene additional sessions in response to emerging business needs.

• The calendar includes a Board retreat dedicated to strategic matters, Group policy direction, and a review of opportunities and challenges across the Group.

• Urgent and material decisions may be taken between meetings through written resolutions, which are subsequently ratified at the next Board meeting.

• The Company Secretariat issues meeting notices at least 14 days in advance and ensures Directors receive the agenda and supporting papers promptly, enabling informed deliberations.

• The complexity and volume of agenda items determine meeting duration, with sufficient time allocated to thoroughly address all matters.

• Any Director may request the inclusion of topics for discussion, with additional issues typically considered under the "Any Other Business" agenda item.

• Directors are required to declare any interest in matters scheduled for consideration before the commencement of each meeting.

Board Focus Areas:

During the financial year, the Board undertook several key activities to strengthen governance and advance the Group's strategic objectives. The Board:

1. Reviewed the Group's funding and capital plan.

2. Conducted Board appraisal exercises and considered outcomes.

3. Deliberated on the implementation of the Group's strategy.

4. Considered the audited financial statements for the year ended 31 December 2025 and the unaudited quarterly accounts for 2025.

5. Reviewed leadership requirements across the Group.

6. Held a Board retreat to discuss the 2025 to 2029 Strategic Planning Programme.

7. Deliberated on the budget for the 2026 financial year.

8. Assessed the performance of the Group's businesses against the approved budget.

   Board Committees

   The Board has delegated authority to its committees to provide guidance and make recommendations on specific areas entrusted to them, through established reporting mechanisms. Each committee operates under a charter approved by the Board and reviewed periodically, which defines its roles, responsibilities, composition, tenure, and meeting requirements. The Board monitors the activities of these committees to ensure that the Group's operations are comprehensively managed and effectively controlled.

   In line with best practices, the Chairman of the Board is not a member and does not sit on any of the committees.

   In 2025, FirstHoldCo had four Board committees, namely:

   • Board Remuneration, Nomination and Governance Committee (BRNGC)

   • Board Audit Committee (BAC)

   • Board Risk Management Committee (BRMC)

   • Board Finance and Investment Committee (BFIC)

Attendance at Board Meetings

The Board of FirstHoldCo met nine times in 2025.

*Oyewale Ariyibi retired from the Board effective 15 August 2025.

Board Remuneration Nomination and Committee (BRNGC) Membership

• Kofo Dosekun (Chairman)

• Dr Alimi Abdul-Razaq

• Dr Abiodun Fatade

• Dr Julius Omodayo-Owotuga

  Attendance at the Committee Meetings The Committee met eleven times in 2025.

  Member s	20 Januar y	23 Januar y	27 Januar y	3 Apr il	15 Apr il	15 Jul y	6 Augu st	15 Septemb er	14 Octob er	24 Octob er	28 Octob er
  Kofo Dosekun	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
  Dr Alimi Abdul-Razaq	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
  Dr Abiodun Fatade	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
  Julius Omoday o-Owotug a	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓

  Key Responsibilities

  • Develop and maintain an appropriate corporate governance framework for the Group.

  • Develop and maintain an appropriate policy on the remuneration of Directors, both Executive and Non-Executive.

  • Nominate new Directors to the Board.

  • Develop succession plans for the Board of Directors and critical Management staff across the Group.

  • Nominate/endorse/ratify individuals for Board appointments across the subsidiary companies as appropriate.

  • Recommend Directors' remuneration to the Group.

  • Oversee Board performance and evaluation within the Group.

  • Identify individuals for consideration for Board appointment and make recommendations to the Board for approval.

  • Recommend potential appointment and re-election of Directors (including the GMD) to the Board, in line with FirstHoldCo's approved Director selection criteria.

  • Ensure the Board composition includes at least three Independent Non-Executive Directors who meet the independence criteria as defined by CAMA.

  • Make recommendations on the amount and structure of the remuneration of the Group Chairman and other Non-Executive Directors to the Board for approval.

  • Review and make recommendations to the Board on all retirement and termination payment plans of the Executive Directors.

  • Ensure appropriate disclosure of Directors' remuneration to stakeholders.

  • Ensure compliance with regulatory requirements and other international best practices on corporate governance.

  • Review and approve amendments to the Group's corporate governance framework.

  • Nominate independent consultants to conduct an annual review or appraisal of the performance of the Board and make recommendations to the Board. This review or assessment covers all aspects of the Board's structure, composition, responsibilities, individual competencies, operations, role in strategy setting, oversight of corporate culture, evaluation of Management's performance and stewardship towards shareholders.

  • Review the report of the evaluation of the performance of the Board Committees and the Boards of subsidiary companies annually. The BRNGC may utilise the services of an independent consultant duly approved by the Board for the annual Board appraisal as it deems fit. The evaluation process will be in line with the Group's Evaluation Policy.

    Board Risk Management Committee (BRMC) Membership

    • *Dr Abiodun Fatade (Chairman)

    • Dr (Sir) Peter Aliogo

    • Kofo Dosekun

    • Wale Oyedeji

    • **Dr Alimi Abdul-Razaq Attendance at the Committee Meetings The Committee met five times in 2025.

      Members	21 January	22 April	22 July	23 October	24 October
      Dr Abiodun Fatade	N/A	N/A	✓	✓	✓
      Dr (Sir) Peter Aliogo	✓	✓	✓	✓	✓
      Kofo Dosekun	✓	✓	✓	✓	✓
      Wale Oyedeji	✓	✓	✓	✓	✓

      **Dr Alimi Abdul-Razaq

      ✓

      ✓

      NA

      N/A

      N/A

      *Dr Abiodun Fatade became a member of the Committee after its reconstitution in May 2025, in line with the provisions of the CBN Corporate Governance Guidelines

      **Dr Alimi Abdul-Razaq exited the Committee after its reconstitution in May 2025, in line with the provisions of the CBN Corporate Governance Guidelines

      Key Responsibilities

      • Ensure there is an efficient Enterprise Risk Management (ERM) framework for the identification, qualification and management of business risks facing the Group.

      • Evaluate the Group's risk profile and the action plans in place to manage the risk.

      • Review the Group's risk management framework and policy at least once in three years, or more frequently if necessary; recommend for Board approval, risk management-related policies, procedures and parameters that govern the management of all business functions, services, operations, and management information systems.

      • Ensure the development of a comprehensive internal control framework for the Group.

      • Review the Group's system of internal control to ascertain its adequacy and effectiveness.

      • Obtain assurance and report annually in the financial report on the operating effectiveness of the Group's internal control framework.

      • Evaluate internal processes for identifying, assessing, monitoring, and managing key risk areas, particularly: market, liquidity, and operational risks; the exposures in each category, significant concentrations within those risk categories, the metrics used to monitor the exposures and Management's views on the acceptable and appropriate levels of those risk exposures.

      • Approve the appointment of qualified officers to manage the risk functions; and

      • Review the independence and authority of the Risk Management function.

        Board Audit Committee (BAC)

      • Dr Alimi Abdul-Razaq (Chairman)

      • Kofo Dosekun

      • *Dr Abiodun Fatade

      • Dr (Sir) Peter Aliogo

        Attendance at the Committee Meetings

        The Committee met seven times in 2025.

        Members	21 January	4 March	21 March	22 April	22 July	21 October	31 December
        Dr Alimi Abdul-Razaq	✓	✓	✓	✓	✓	✓	✓
        Kofo Dosekun	✓	✓	✓	✓	✓	✓	✓
        *Dr. Abiodun Fatade	N/A	N/A	N/A	N/A	✓	✓	✓
        Dr (Sir) Peter Aliogo	✓	✓	✓	✓	✓	✓	✓

        *Dr Abiodun Fatade became a member of the Committee after its reconstitution in May 2025 in line with the provisions of the CBN Corporate Governance Guidelines

        Key Responsibilities

      • Review the significant financial reporting issues and practices of the Group and ensure the adequacy and effectiveness of the accounting principles and financial controls applied within the Group, including controls relating to the "closing of the books" process.

      • Review the Group's legal representation letter presented to the external auditors and discuss significant items, if any, with the Company Secretary.

      • Receive the decisions of the Statutory Audit Committee on the statutory audit report from the Company Secretary and ensure its full implementation.

      • Review and agree to the terms of the engagement and the audit fees for the External Auditors prior to the commencement of each audit.

      • Assess and confirm the independence of the statutory auditor annually. The report of this assessment should be submitted to the Board and the Statutory Audit Committee.

      • Review and ratify the quarterly and annual financial statements.

      • Review critical accounting issues.

Board Finance and Investment Committee (BFIC) Membership

• Dr Julius Omodayo-Owotuga (Chairman)

• *Dr Alimi Abdul-Razaq

• Dr (Sir) Peter Aliogo

• Olusegun Alebiosu

• Wale Oyedeji

• **Dr Abiodun Fatade

• **Oyewale Ariyibi

  Attendance at the Committee Meetings The Committee met eight times in 2025.

  Members	3 January	22 January	23 April	30 June	23 July	22 October	20 November	17 December
  Dr Julius Omodayo-Owotuga (Chairman)	✓	✓	✓	✓	✓	✓	✓	✓
  *Dr Alimi Abdul-Razaq	N/A	N/A	N/A	✓	✓	✓	✓	✓
  Dr (Sir) Peter Aliogo	✓	✓	✓	✓	✓	✓	✓	✓
  Olusegun Alebiosu	✓	✓	✓	✓	✓	✓	✓	✓
  Wale Oyedeji	✓	✓	✓	✓	✓	✓	✓	✓
  *Dr Abiodun Fatade	✓	✓	✓	N/A	N/A	N/A	N/A	N/A
  **Oyewale Ariyibi	✓	✓	✓		✓	N/A	N/A	N/A

  *Dr Alimi Abdul-Razaq joined the Committee after the reconstitution of committees in May 2025, line with the provisions of the CBN Corporate Governance Guidelines

  *Dr Abiodun Fatade exited the Committee after the reconstitution of committees in May 2025, line with the provisions of the CBN Corporate Governance Guidelines

  **Oyewale Ariyibi retired from the Board effective 15 August 2025. Key Responsibilities

  • Understand, identify, and discuss with Management the key issues, assumptions, risks, and opportunities relating to the development and implementation of the Group's strategy.

  • Liaise with Management in planning the annual strategy retreat for the Board and ensuring the Board retains sufficient knowledge of the Group's businesses and the sectors in which it operates to provide strategic input and revalidate the relevance of Management's assumptions for planning purposes.

  • Critically evaluate and make recommendations to the Board for approval of the Group's strategic planning programme.

  • Periodically engage Management and function as a sounding board on strategic issues.

  • Regularly review the effectiveness of the Group's strategic planning and implementation monitoring process.

  • Review and make recommendations to the Board regarding the Group's investment strategy, policy and guidelines, its implementation and compliance with those policies and guidelines and the performance of the Group's investment portfolio.

  • Oversee the Group's investment planning, execution, and monitoring processes.

  • Oversee the long-term financing options for the Group.

  • Review the Group's financial projections, as well as the capital and operating budgets, and have quarterly reviews with Management on the progress of key initiatives, including appraising actual financial results against targets and projections.

  • Review and recommend for Board approval the Group's capital structure, which should not be limited to mergers, acquisitions, business expansions, allotment of new capital, debt issuance and any changes to the existing capital structure; and

  • Recommend the Group's dividend policy for Board approval, including the nature and timing, and implement an effective tax policy.

    STATUTORY AUDIT COMMITTEE (SAC)

    In accordance with Section 404 (2) and (3) of the Companies and Allied Matters Act 2020, every public company is required to establish a Statutory Audit Committee comprising two Non-Executive Directors and three shareholder representatives, with a maximum membership of five.

    Shareholder Representative Profile Hauwa Umar, FCA

    Hauwa Umar was re-elected as a Shareholder Representative on the SAC on 22 May 2025. She is a distinguished leader in the field of accountancy and the current Chairperson of the Society of Women Accountants of Nigeria (SWAN), Kano Chapter. Her tenure in this prestigious role marks a significant chapter in the ongoing commitment to elevate the role of women in the finance and accounting industry.

    Over the years, Hauwa has displayed her expertise in accounting, auditing, and management through pivotal roles in leading organisations. Her career trajectory includes impactful tenures at Nigerian Mobile Telecommunications as an Internal Auditor and Vina International Limited as a Branch Manager. Additionally, she has served as the Northern Representative for Heritage Capital Market Limited, demonstrating her adaptability and leadership across various facets of the industry.

    Hauwa is a seasoned Chartered Accountant with a B.Sc. (Hons.) in Accounting and an MBA from Bayero University, Kano. She is a Fellow of the Institute of Chartered Accountants of Nigeria (FCA).

    She attended an executive programme on Risk Management for Oil and Gas at the Oxford Management Centre in Houston, Texas. Beyond her corporate achievements, Hauwa Umar has demonstrated a profound commitment to governance and oversight, serving as a committee member for a publicly listed company. Her role has been instrumental in shaping strategic decisions that enhance corporate governance and operational efficiency.

    Hauwa's leadership extends into community service, where she actively participates in various capacities, including serving on the advisory board of the Fata Lero Olilenya Foundation (FLO). Her skills are vast and include excellent organisational, administrative, and interpersonal abilities. She is also proficient in IT and has a remarkable capacity to adapt to changes, leveraging her extensive network and experience to foster growth and innovation.

    Matthew Akinlade, FCA

    Mathew Akinlade was re-elected as a Shareholder Representative on the SAC on 22 May 2025. He is a Fellow, Chartered Institute of Management Accountants of London, and the Institute of Chartered Accountants of Nigeria. He is also a member of the Chartered Institute of Directors. He served as President of the Noble Shareholders Solidarity Association (NSSA) until August 2024. He is the Chairman of the Board of Directors of Creseada International Limited and an Independent Director at MRS Oil Plc. He also served as the Chairman of the Board of Nampak Nigeria Plc from 2006 to 2021, when he retired from the Board after many years of meritorious service as Executive and Non-Executive Director. He has also served as an Independent Director of NCR Nigeria Plc until 2022.

    He attended the Advanced Management Programme of Lagos Business School in 1994 and the International Graduate School of Management (IESE) in Barcelona, among other management courses in Nigeria and abroad during his working career, which spanned over 30 years. He currently serves as Chairman of the Audit Committees of a number of reputable public companies.

    Christopher Ogba

    Christopher Ogba is a qualified professional with extensive experience in audit, accounting, risk management, tax and financial advisory from both industry and practice. He has been engaged with various organizations including MTN, KPMG Professional Services, Clement Ashley Consulting, Sunday Akemegoh & Co., FirstBank of Nigeria Plc, Benchmark Business School, SNBO, Everdon BDC, Afram Plains Credit Union, SIAO Partners and Joseph Obi & Co.

    He holds a Bachelor's degree in Philosophy from the University of Ibadan. He holds a bachelor's degree in applied accounting from the Oxford Brookes University and has bagged a Master's degree in Financial Management from the Heriot Watt University. Christopher Ogba is a Fellow of the Association Chartered Certified Accountants, (ACCA), a member of the Association of National Accountants of Nigeria and a member of the Chartered Institute of Taxation of Nigeria. He serves in the statutory audit committee of various companies including Nem Insurance Plc and FirstHoldCo Plc.

    Statutory Audit Committee Members

    S/N	Members	Role	Status	Educational Qualifications
    1.	Hauwa Umar, FCA	Member	Shareholder representative	FCA, ACITN, MBA, BSc
    2.	Matthew Akinlade, FCA	Member	Shareholder representative	FCA, FCMA, ACTI
    3.	Christopher Ogba, FCCA	Member	Shareholder representative	BA, BSc, MSc, FCCA, CCSA
    4.	Dr (Sir) Peter Aliogo	Member	Independent Non-Executive Director	HND (Marketing), MBA (Banking & Finance), ACII, ANIM, PHD Bus. Admin
    5.	Dr Julius Omodayo-Owotuga	Member	Independent Non-Executive Director	CFA, BSc, MBA, DBA, PHD

    Independence of the Statutory Audit Committee (SAC)

    The autonomy of the SAC is fundamental to upholding public confidence in the reliability of its reports and the Company's Audited Financial Statements. The Committee has access to the external auditor to seek explanations and additional information. The Committee comprises five members as required in CAMA 2020; three members, including the Chairman, are shareholder representatives who are independent and accountable to the shareholders. The other two members are Directors. This composition underpins the independence of the SAC from executive influence.

    Members	21 March	13 May	5 August	28 October	19 December
    Hauwa Umar	✓	✓	✓	✓	✓
    Mathew Akinlade, FCA	✓	✓	✓	✓	✓
    *Christopher Ogba, FCCA	N//A	N/A	✓	✓	✓
    Dr (Sir) Peter Aliogo	✓	✓	✓	✓	✓
    Dr Julius Owotuga	✓	✓	✓	✓	✓

    Attendance at the Committee Meetings The Committee met five times in 2025.

    *Christopher Ogba was elected to the Committee on May 22, 2025 The Responsibilities of the Committee

    The statutory duties and role of the SAC are encapsulated in Section 404 (7) of CAMA. In addition, the various Codes of Corporate Governance, including the CBN and FRCN Codes, set out the roles and responsibilities of the SAC, which are to:

  • Ascertain whether the Company's accounting and reporting policies are in accordance with legal requirements and agreed ethical practices.

  • Review the scope and planning of audit requirements.

  • Review the findings on Management matters in conjunction with the external auditor and departmental responses thereon.

  • Keep under review the effectiveness of the Company's system of accounting and internal control.

  • Make recommendations to the Board regarding the appointment, remuneration and removal of the external auditor of the Company, ensuring the independence and objectivity of the external auditor and ensuring there is no conflict of interest which could impair the independent judgement of the external auditor.

  • Authorise the internal auditor to conduct investigations into any activity of the Company that may be of interest or concern to the Committee; and

  • Assist in overseeing the integrity of the Company's financial statements and establishing and developing the internal audit function.

Group Executive Committee (GEC)

The GEC is the Management Committee of the Group that meets quarterly or as required. The Committee's role is to ensure the implementation and alignment of the Group's strategy. The Committee met four times in 2025.

Membership

The GMD of FirstHoldCo Plc is the Chairman, while other members are:

• CEO, First Bank of Nigeria Limited

• MD/CEO, FirstCap Limited

• MD/CEO, First Securities Brokers Limited

• MD/CEO, First Trustees Limited

• MD/CEO, First Insurance Brokers Limited

• Chief Financial Officer, First HoldCo Plc

• Chief Financial Officer, First Bank of Nigeria Limited

• Executive Director, Chief Risk Officer, First Bank of Nigeria Limited

• Head, Strategy and Corporate Development, First HoldCo Plc

• Group Company Secretary, First HoldCo Plc

Key Responsibilities

• Ensure overall alignment of the Group's strategy and plans.

• Review strategic and business performance against approved plans and budget of the Group and agree on recommendations and corrective actions.

• Promote the identification of synergies and ensure the implementation of synergy initiatives.

• Monitor the progress of the Group's synergy realisation initiatives and make recommendations.

• Discuss and monitor compliance with the Group's policies, such as risk management, internal audit, and others; and

• Review and recommend modifications to the Group's policies.

Management Committee (MANCO)

The role of the Committee is to deliberate and make policy decisions on the efficient and effective management of the Company.

Membership

The GMD of FirstHoldCo serves as the Chairman, while the other members are:

• Chief Financial Officer

• Head, Risk Management

• Head, Investor Relations

• Head, Internal Audit

• Head, Strategy and Corporate Development

• Head, Human Resources

• Head, Marketing and Corporate Communications

• Group Company Secretary Key Responsibilities:

• Develop and review, on an ongoing basis, the Company's business focus and strategy, subject to the approval of the Board.

• Confirm the alignment of the Company's plan with the Group's overall strategy.

• Recommend proposals to the Board on the strategies to achieve the Group's objectives regarding investment and divestment activities; and

• Track and manage the Group's strategic and business performance against approved plans and the budget.

  Going Concern

  The Board considers and assesses the Company annually and views the Company as a going concern, based on Management's reports on the Company's ability to continue in operation for the foreseeable future.

  External Auditors

  The external auditor for the 2025 financial year was Messrs. KPMG Professional Services (KPMG). FirstHoldCo complied with the CBN and FRCN codes in appointing the external auditor in the 2020 financial year and in retaining the auditor thereafter.

  2025 Audit Fees

  The audit fee paid by FirstHoldCo (the Company) to the external auditor for the 2025 statutory audit was N60mn.

  Prohibition of Insider Dealings

  The Group has established robust compliance structures to ensure adherence to regulatory requirements and to communicate closed periods to insiders and the Nigerian Exchange Limited, in line with Section

  17.2 of the Amendment to the Nigerian Exchange Limited's Listing Rules. The Registrars further ensure that Directors, persons performing managerial functions, advisers, and other individuals with access to insider information, as well as their connected persons, are prohibited from trading in FirstHoldCo securities during these periods.

  Succession Planning

  The Board Remuneration, Nomination and Governance Committee (BRNGC) is responsible for the Group's succession planning process. The Committee identifies critical positions on the Board and at the Executive Management level that are deemed essential to achieving the Company's business objectives and

  strategies and significantly influencing the Group's operations. These critical positions include the following:

• Board Chairman

• Non-Executive Directors

• Executive Management

• Subsidiary Managing Directors

• Subsidiary Board Chairmen

  To fill critical positions, the Committee establishes eligibility criteria. The competency requirements outline the knowledge, skills, and qualifications necessary for each position, as well as the ethics, values, and character. The Committee considers the Group's future needs and strategic objectives when determining the requisite competencies. In addition, these serve as a foundation for evaluating potential successors to identified critical positions and identifying skill gaps and development requirements. In conclusion, the Committee determines the scale of competency gaps and identifies the talent pool. For the Chairman's position, the existing Chairman of the Board will articulate the developmental needs of each Non-Executive Director on the Board, develop a plan to bridge those gaps and position them as potential successors.

  For Non-Executive Directors, the Governance and Nomination Committee will conduct a detailed analysis of the existing Board's strengths and weaknesses, including skills and experience gaps, based on Directors' tenure on the Board and current deficiencies, while considering the Company's long-term business strategy and plans. Based on this assessment, the Committee defines the skills and competencies that reflect the needs of the Board. For Executive Management positions, the Committee, in conjunction with the GMD, notes and reviews the skills and gaps of possible successors against required competencies.

  Performance Monitoring

  As part of its oversight role, the Board continually engages with Management and contributes ideas to the Group's strategy from the planning phase through execution. The Board holds annual retreats to plan and monitor strategy. Once defined, updates on specific strategic objectives become part of the ongoing Board agenda, allowing the Board to monitor and, if required, refine the strategy implementation. During this process, the Board is continually updated on significant issues, risks, or challenges encountered during strategy implementation across the Group, as well as on the controls developed to mitigate these risks.

  The Group's overall budget performance is presented to the Board to provide insight into achievements and address challenges where they exist. The Group's financial and performance indicators are reviewed quarterly with the Board. The Board continuously assesses progress and confirms or guides on alignment with the Group's strategic goals and objectives. Peer benchmarking, which compares First Holdco's performance to competitors, is also a regular part of Board meetings.

  REMUNERATION STRUCTURE

  Introduction

  This section provides stakeholders with an understanding of the remuneration philosophy and policy adopted at FirstHoldCo for Non-Executive Directors, Executive Directors, and Employees.

  Remuneration Philosophy

  FirstHoldCo's compensation and reward philosophy represents the values and beliefs that drive the Company's Compensation Policy. The compensation philosophy aligns with the Group's quest to attract and retain highly skilled personnel who will keep the Group ahead of the competition. Factors considered in reviewing compensation packages include organisational policy, market positioning, the Group's financial performance, government policies and regulations, industry trends, inflation, and the cost-of-living index.

  Remuneration Strategy

  FirstHoldCo's compensation and reward strategies aim to attract, reward, and retain a motivated talent pool to drive the Company's values, ideology, and strategic aspirations. The compensation strategy supports the corporate strategy, and the Company reviews its remuneration periodically, as required, to reflect changes in internal and external conditions. The compensation and reward strategies seek to position the Group as an employer of choice in its market by offering an attractive and sustainable compensation package. Compensation is differentiated and used to retain high-potential talent and drive the Company's desired culture and values.

  Compensation Policy

  The Group's Compensation Policy provides guidelines for the effective implementation and administration of the compensation strategy. The Company categorises the compensation structure into Remuneration, Perquisites and Benefits. Remuneration includes base pay and allowances, as well as performance-based bonuses and incentives, detailed as follows.

• Base pay is mainly cash-based and includes the salary component for the defined job grade. It is the basis for the computation of some allowances and most benefits. It is guaranteed and payable monthly in arrears as per the employment contract.

• Allowances are other pay items outside base pay and are structured to support the living standards of the respective grades. These allowances include housing, furniture, lunch, and clothing. They are payable in cash and are paid monthly, quarterly, or yearly for liquidity planning and staff convenience. The Company separates allowances into those that form part of staff salary and those categorised purely as allowances.

• Bonuses and incentives are related to achieving organisational and individual targets and may be cash or non-cash, such as performance bonuses and commendation letters.

• Perquisites are usually lifestyle-oriented and designed to ensure comfort, motivation, commitment, and staff retention, particularly for those at the senior level or with high potential. These may include status cars, power generators, and gym equipment.

• Benefits are entitlements that are usually attainable, subject to organisational conditions. They include leave, medical allowances, and social club subscriptions. To guarantee staff convenience and in line with the Group's ethical stance of being socially responsible and a good corporate citizen, payments are structured to ensure adequate cash flow for staff; the Group's remuneration policy conforms with all tax laws and other statutory regulations.

Executive Remuneration

The Group's policy on Executive remuneration aims to attract, motivate, incentivise, and retain the best talent while keeping an eye on the prevailing economic outlook. The Board determines the remuneration for Executive Directors. Usually, it reflects competitive benchmarking in the industry while ensuring it adequately attracts and retains the best and most experienced individuals for the role. The consideration also applies to Non-Executive Directors who are entitled to Directors' fees, reimbursable expenses, and sitting allowances.

BOARD COMPENSATION

Non-Executive Directors

In line with the FRCN and CBN Codes, Non-Executive Directors receive fixed annual fees and sitting allowances for their services to the Board and Board Committees. There are no contractual arrangements for compensation for loss of office. Non-Executive Directors do not receive short-term incentives or participate in any long-term incentive schemes.

Remuneration for Executive Directors

Remuneration for Executive Directors is performance-driven and restricted to base salaries, allowances, perquisites, and performance bonuses. The Group continually ensures that its remuneration policies and practices remain competitive and align with its core values to incentivise and drive performance. Executive Directors are not entitled to sitting allowances. Please refer to Note

45 of FirstHoldCo's 2025 Consolidated and Separate Financial Statements for more details on remuneration.

Highlights of the Company's Clawback Policy

The objective of the Claw-back policy is to recover excess and undeserved rewards such as bonuses, incentives, profit sharing or any performance-based payment to the employee or ex-employee.

The policy would be triggered in the following instances:

1. Material misstatement or misleading or materially false Financial Statements; or

2. An instance of misdemeanor, fraud, or material violation of the Company's policy; or

3. Material Regulatory infraction; or

4. Misconduct that may lead to damage to the Company's brand.

The claw back shall apply to any Incentive-Based Compensation, bonuses, profit sharing, stock option or performance-based reward paid, awarded, received, or earned in the current period and the last six financial years.

The Claw-back period shall apply to both serving and former Directors and staff.

The Directors present their report on the affairs of First HoldCo Plc ("the Company"), together with the consolidated and separate financial statements, and auditors' report for the year ended 31 December 2025.

1. Legal Form

   The Company was incorporated as a private limited liability company in Nigeria in 2010 and was converted to a public company in September 2012, when it commenced operations. The Company's shares were listed on the floor of the Nigerian Exchange Limited (formerly known as the Nigerian Stock Exchange) on 26 November 2012, after the shares of the erstwhile First Bank Nigeria Plc were delisted on 23 November 2012.

2. Principal Activity and Business Review

   The Company's principal activity is raising and allocating capital and resources. The Company is responsible for managing shareholders, coordinating Group-wide financial reporting to shareholders, investors and external relations with the Group. It also develops and coordinates the implementation of the Group's strategies.

   The Company has six direct subsidiaries, namely: First Bank of Nigeria Limited, FirstCap Limited, First Trustees Limited, First Asset Management Limited, First Securities Brokers Limited, First Insurance Brokers Limited, Rainbow Town Development Limited, and many indirect subsidiaries. The financial results of all the subsidiaries have been consolidated in these consolidated and separate financial statements.

3. Operating Results

   Highlights of the Group's operating results for the year are as follows:

   	Group Dec. 2025	Dec. 2024	Company Dec. 2025	Dec. 2024
   	N 'million	N 'million	N 'million	N 'million
   Gross earnings	3,435,361	3,212,649	53,360	34,195
   Profit before minimum tax	234,992	796,467	43,351	26,261
   Minimum tax	(14,712)	(14,584)	(67)	(36)
   Profit before income tax	220,280	781,883	43,284	26,225
   Income tax expense	(73,026)	(118,393)	(256)	(1)
   Profit for the year from continuing operations	147,254	663,490	43,028	26,224
   Profit for the year from discontinuing operations	(7,771)	13,515	-	-
   Profit for the year	139,483	677,005	43,028	26,224
   Profit attributable to: Non-controlling interests	6,799	6,206	-	-
   Equity holders of the parent entity	132,684	670,799	43,028	26,224
   	139,483	677,005	43,028	26,224
   Earnings per share (in Kobo): Basic	317	1,859	103	73
   Diluted	317	1,859	103	73

4. Directors' Shareholding

   The direct and indirect interests of Directors in the issued share capital of the Company as at 31 December 2025 as recorded in the register of Directors' shareholding and/or as notified by the Directors for the purposes of Sections 301 and 302 of CAMA 2020 and the listing requirements of the Nigerian Exchange Limited, are noted as follows:

   	31-Dec-25		31-Dec-24
   Directors' Shareholdings (Direct and Indirect)	Direct	Indirect	Direct	Indirect
   Mr. Olufemi Otedola	3,251,346,245	4,803,968,241	1,689,811,721	2,543,981,608
   Mr. Adebowale Oyedeji	16,970	5,023,684	14,546	20,301
   Dr. Alimi M. Abdul-Razaq	Nil	Nil	Nil	Nil
   Mrs. Kofo Dosekun	Nil	Nil	Nil	Nil
   Dr. (Sir) Peter Aliogo	Nil	Nil	Nil	Nil
   Dr. Abiodun Fatade	Nil	Nil	Nil	Nil
   Mr. Julius Omodayo-Owotuga	Nil	Nil	Nil	Nil
   Mr. Olusegun Alebiosu	13,579,312	9,916,666	11,639,483	Nil
   Mr. Oyewale Ariyibi*	Nil	Nil	4,008,850	NiL

   *Voluntarily retired with effect from 15 August 2025

5. Shareholding Analysis

First HoldCo Plc- Range Analysis as at 31 December 2025

First HoldCo Plc- Range Analysis as at 31 December 2024