Nccg 2018 compliance report for 2025

S/No.

Items

Details

i.

Company Name

First Holdco Plc

ii.

Date of Incorporation

October 14, 2010

iii.

RC Number

RC 916455

iv.

License Number

N/A

v.

Company Physical Address

11th Floor, Samuel Asabia House, 35, Marina Lagos

vi.

Company Website Address

https://first-holdco.com/

vii.

Financial Year End

December 31 2025

viii.

Is the Company a part of a Group/Holding Company?

Yes/No

If yes, please state the name of the Group/Holding Company

Yes.

First Holdco Plc.

ix.

Name and Address of Company Secretary

Mrs. Abiola Baruwa

First HoldCo Plc., 35 Marina, Lagos.

x.

Name and Address of External Auditor(s)

KPMG Professional Services

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

xi.

Name and Address of Registrar(s)

Meristem Registrars and Probate Services Limited

213, Herbert Macaulay Way, Yaba, Lagos, Nigeria

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

Tolulope.O.Oluwole@fbnholdings.com

019052720

xiii.

Name of the Governance Evaluation Consultant

Deloitte & Touche Nigeria

xiv.

Name of the Board Evaluation Consultant

Deloitte & Touche Nigeria

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

1.

Mr. Olufemi Otedola, CON

9

9

N/A

N/A

N/A

N/A

2.

Mr. Adebowale Oyedeji

9

9

Board Finance and Investment Committee

Member

8

8

Board Risk Management Committee

Member

5

5

3.

Dr. Alimi M. Abdul-Razaq

9

9

Board Audit

Committee

Chairman

7

7

*Board Risk Management Committee

Chairman

5

2

Board Remuneration Nomination and Governance Committee

Member

11

11

4.

Mrs Kofo Dosekun

9

9

Board

Remuneration Nomination and Governance Committee

Chairman

11

11

Board Risk Management Committee

Member

5

5

Board Audit

Committee

Member

7

7

5.

Dr. (Sir) Peter Aliogo

9

9

Board

Finance and Investment Committee

Member

8

8

Board Audit Committee

Member

7

7

Board Risk Management Committee

Member

5

5

Statutory Audit Committee

Member

5

5

6.

*Dr. Abiodun Fatade

9

9

Board Risk

Management Committee

Chairman

5

3

Board Remuneration Nomination

and

Member

11

11

Governance

Committee

Board Audit

Committee

Member

7

3

Board Finance and

Investment

Member

8

3

7.

Dr. Julius Omodayo-

Owotuga

9

9

Board

Finance and Investment Committee

Chairman

8

8

Board Remuneration Nomination and Governance Committee

Member

11

11

Statutory

Audit Committee

Member

5

5

8

Mr. Olusegun Alebiosu

9

9

Board Finance and Investment Committee

Member

8

8

9.

**Mr. Oyewale Ariyibi

9

5

Board

Finance and Investment Committee

Member

8

5

S/No.

Names

Position Held

Gender

1.

Mr. Adebowale Oyedeji

Group Managing Director

Male

2.

Mrs. Abiola Baruwa

Group Company Secretary

Female

3.

Mr. Wasiu Shafe

Ag. Chief Finance Officer

Male

4.

Mr. Bode Oguntoke

Head, Internal Audit

Male

5.

Mr. Oladipupo Dirisu

Head, Risk Management

Male

6.

Mrs. Oyinade Kuku

Head, Human Resources

Female

7.

Mr. Tolulope Oluwole

Head, Investor Relations

Male

8.

Mr. Tunde Lawanson

Head, Marketing and Corporate

Communications

Male

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

"A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the

Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"

i) Does the Board have an approved Charter

which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes. The Board has in place an approved Board Charter.

It was last reviewed in 2024

Principle 2: Board Structure

and Composition

"The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "

i) What are the qualifications and experiences

of the directors?

The Board members have the appropriate balance of skills and diversity of experience which cuts across Finance, Business Management, Accounting, Law, Insurance and Investment

Banking

ii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes. Details of concurrent directorship can be found in appendix 1

iii) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

If yes, provide the names of the Committees.

No

Principle 3: Chairman

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

i) Is the Chairman a member or chair of any of

the Board Committees? Yes/no If yes, list them.

No

ii) At which Committee meeting(s) was the

Chairman in attendance during the period under review?

None

iii) Is the Chairman an INED or a NED?

The Chairman is a Non-Executive Director

iv) Is the Chairman a former MD/CEO or ED of the

Company? Yes/No

If yes, when did his/her tenure as MD end?

No

v) When was he/she appointed as Chairman?

He was appointed the Chairman, Board of Directors

on January 30, 2024

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No If yes, specify which document

Yes.

The Board Charter

Principle 4: Managing

Director/ Chief Executive Officer

"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"

i) Does the MD/CEO have a contract of

employment which sets out his authority and relationship with the Board? Yes/No

If no, in which documents is it specified?

Yes

ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

The Board Finance and Investment Committee (Member)

The Board Risk Management Committee ( Member)

Principles

Reporting Questions

Explanation on application or deviation

The Board Audit Committee (Not a Member)

The Board Remuneration Nomination and Governance Committee (Not a Member). The MD/CEO did not attend the Committee's meeting where his remuneration was discussed.

iv) Is the MD/CEO serving as NED in any other

company? Yes/no.

If yes, please state the company(ies)?

Yes.

1. First Bank of Nigeria ltd

2. Bowarol Investment ltd

3. Swifac ltd

4. Duchess Hospital ltd More details on Appendix 1

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Yes

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs have contracts of employment? Yes/no

The Company currently has no Executive Director. The former Executive Director retired in August 2025. The Company's policy is to have Contracts for Executive Directors.

ii) If yes, do the contracts of employment set

out the roles and responsibilities of the EDs? Yes/No

If no, in which document are the roles and

responsibilities specified?

Not Applicable

iii) Do the EDs declare any conflict of interest

on appointment, annually, thereafter and as they occur? Yes/No

Not Applicable

iv) Are there EDs serving as NEDs in any other

company? Yes/No If yes, please list

Not Applicable

v) Are their memberships in these companies

in line with Board-approved policy? Yes/No

Not Applicable

Principle 6: Non-Executive

Directors

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board

i) Are the roles and responsibilities of the NEDs

clearly defined and documented? Yes/No If yes, where are these documented?

Yes. The roles of the Non-Executive Directors are

defined in the Board Charter

ii) Do the NEDs have letters of appointment

specifying their duties, liabilities and terms of engagement? Yes/No

Yes

iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. Directors are required to declare interest annually, at every Board of Directors meeting and as they occur.

iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No

If yes, when is the information provided to the NEDs

Yes.

At Quarterly meetings and as may be required.

v) What is the process of ensuring completeness and adequacy of the information provided?

A thorough review of documents is usually done by Management prior to circulation to Directors.

vi) Do NEDs have unfettered access to the EDs,

Company Secretary and the Internal Auditor? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

Principle 7: Independent Non-

Executive Directors

Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"

i) Do the INEDs meet the independence

criteria prescribed under Section 7.2 of the Code? Yes/No

Yes

ii) Are there any exceptions?

No

iii) What is the process of selecting INEDs?

There is an independent process for selecting INEDs.

Nominated candidates are considered by the Board Remuneration, Nomination and Governance Committee. Background checks are also conducted to ensure compliance with the Code

iv) Do the INEDs have letters of appointment

specifying their duties, liabilities and terms of engagement? Yes/No

Yes

v) Do the INEDs declare any conflict of interest

on appointment, annually, thereafter and as they occur? Yes/No

Yes

vi) Does the Board ascertain and confirm the

independence of the INEDs? Yes/No If yes, how often?

What is the process?

Yes. This is done annually.

Due diligence checks are conducted in appropriate departments within the Group and with the Registrars, to ensure continued independence of the INEDs in line with the provisions of the code.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

No

viii) Does the INED have another relationship

with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No

ix) What are the components of INEDs

remuneration?

Directors fees and Sitting Allowance

Principle 8: Company

Secretary

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"

i) Is the Company

outsourced?

Secretary

in-house

or

The Company Secretary is in-house

ii) What is the qualification and experience of

the Company Secretary?

The Company Secretary has over 21 years post-call

experience as a Barrister and Solicitor of the Supreme Court of Nigeria. She holds LLB,B.L & LLM Degrees. she has also attended several trainings in renowned institutions.

iii) Where the Company Secretary is an

employee of the Company, is the person a member of senior management?

The Company Secretary is a member of the Senior

Management.

iv) Who does the Company Secretary report to?

The , Board of Directors

v) What is the appointment and removal process of the Company Secretary?

The appointment and removal process is in line with the provisions of the Companies and Allied Matters Act and CBN Corporate Governance Guidelines and also done with the approval of the Board.

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

The Chairman, Board of Directors with contribution

from the GMD.

Principle 9: Access to

Independent Advice

"Directors are sometimes required to make decisions of a technical and complex nature that may require

i) Does the company have a Board-approved

policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No

If yes, where is it documented?

Yes. This is documented in the Board Charter

ii) Who bears the cost

professional advice?

for the independent

The Company bears the cost of any independent

professional advice

Principles

Reporting Questions

Explanation on application or deviation

independent

expertise"

external

iii) During the period under review, did the

Directors obtain any independent professional advice? Yes/No

If yes, provide details.

Yes

The advice of independent professionals were sought on subsidiary governance, capital raising exercise and for other business purposes.

Principle 10: Meetings of the

Board

i) What is the process for reviewing and approving minutes of Board meetings?

Minutes are sent to directors within a reasonable period after the meeting for review and comments.

"Meetings are the principal vehicle for conducting the

The reviewed minutes are subsequently presented

and adopted at the next Board meeting

business of

the Board

and

ii) What are the timelines for sending the minutes

to Directors?

Minutes are sent to directors within a reasonable

period after the Meeting

successfully

fulfilling

the

strategic objectives of

the

Company"

iii) What are the implications for Directors who do

not meet the Company policy on meeting attendance?

This is taken into consideration during reelection of

Directors at the Annual General Meeting.

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"

i) Do the Board Committees approved Charters which responsibilities and terms Yes/No

have Board-set out their of reference?

Yes

ii) What is the process for reviewing and

approving minutes of Board Committee of meetings?

Minutes are sent to Committee members within a

reasonable period after the meeting, for review and comments. The reviewed minutes are subsequently presented and adopted at the next Board Committee meeting

iii) What are the timelines for sending the minutes to the directors?

Minutes are sent to directors within a reasonable period after the Meeting

iv) Who acts as Secretary to board committees?

The Company Secretary

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. Board Remuneration Nomination and Governance Committee

2. Board Remuneration Nomination and

   Governance Committee

3. Board Audit Committee

4. Board Risk Management Committee

vi) What is the process of appointing the chair of each committee?

The Chairman of each committee is appointed by the Board of Directors

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

The proportion of INEDs to NEDs is 2:2 2 INEDs and 2 NED

viii) Is the chairman of the Committee a NED or INED?

The Chairman of the Committee is an Independent Non-Executive Director

ix) Does the Company have a succession plan

policy? Yes/No

If yes, how often is it reviewed?

Yes. The policy is required to be reviewed annually

or earlier as required.

x) How often are Board and Committee charters as well as other governance policies reviewed?

Board and Committee Charters as well as other governance policies are reviewed every three years or earlier as required

xi) How does the committee report on its activities to the Board?

The Committee Chairman reports the activities of the Committee at Board meetings

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on

the Committee responsible for Remuneration?

The Committee responsible for remuneration is the

Board Remuneration Nomination and Governance Committee. The proportion of INEDs to NEDs is 2:2.

Principles

Reporting Questions

Explanation on application or deviation

xiii) Is the chairman of the Committee a NED or

INED ?

The Chairman is an Independent Non- Executive

Director

Committee responsible for Audit

xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

Yes

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes

xvi) What are their qualifications and experience?

Members of the Audit Committee have experience which cuts across Finance, Business Management,

and Law

xvii) Name the financial expert(s) on the Committee responsible for Audit

Dr. (Sir) Peter Aliogo is the financial expert on the Board Audit Committee (BAC) who is also one of the Board representatives on the Statutory Audit Committee (SAC). In addition, SAC has Dr. Julius Omodayo-Owotuga, Mrs Hauwa Umar, FCA, Mr. Christopher Ogba, FCCA and Mathew Akinlade,

FCA, as members.

xviii) How often does the Committee responsible for Audit review the internal auditor's reports?

Quarterly

xix) Does the Company have a Board approved internal control framework in place? Yes/No

Yes

xx) How does the Board monitor compliance with the internal control framework?

Through Quarterly updates by the Head, Internal Audit

xxi) Does the Committee responsible for Audit

review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes. The External Auditor presents Management

Letter to the Committee highlighting significant issues. Subsequently, the Head, Internal Audit provides quarterly update on resolution of the issues as well as Management's response.

xxii) Is there a Board-approved policy that

clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

Yes. In line with the CBN Corporate

Governance Guidelines

xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?

Quarterly and on need basis.

Committee responsible for Risk Management

xxiv)Is the Chairman of the Risk Committee a

NED or an INED?

The Chairman is a Non-Executive Director in line with CBN Corporate Governance Guidelines.

xxv) Is there a Board approved Risk

Management framework? Yes/No?

If yes, when was it approved?

Yes.

April 2024

xxvi)How often does the Committee review the

adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

Risk Management reports to the Board through

Board Risk Management Committee which meets every quarter to discuss the effectiveness of the various controls emplaced by the risk policies and procedures. These are either strengthened through additional controls or advise rendered on constant monitoring of the existing controls.

April 2024.

xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes

From time to time as may be required

Principles

Reporting Questions

Explanation on application or deviation

xxviii) How often does the Committee receive

and review compliance report on the IT Data Governance Framework?

From time to time as may be required

xxix) Is the Chief Risk Officer (CRO) a member of

Senior Management and does he have relevant experience for this role? Yes/No

Yes and he has requisite experience for the role

xxx) How many meetings of the Committee did the CRO attend during the period under review?

The Head, Risk Management attended all the Committee's meetings for the period. The Committee met five times during the review period.

Principle 12: Appointment to

the Board

"A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"

i) Is there a Board-approved policy for the

appointment of Directors? Yes/No

Yes

ii) What criteria are considered for their appointment?

The appointment criteria include the following competencies:

• Expertise in financial accounting

• Diversity

• Business management experience;

• Management skills;

• Appropriate industry specific knowledge;

• Business experience in local and/or international markets;

• Leadership skills; and

• Ability to provide strategic insight and direction.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

Directors are appointed through a rigorous process which involves several interview sessions aimed at ascertaining the fit. Background checks are also conducted on prospective directors. The Criteria as required in the CBN Corporate Governance

Guidelines are also adhered to.

1. Is there a defined tenure for the following

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

Yes

v) Please state the tenure

1. The Chairman - maximum of 12 years

2. The MD/CEO - maximum of 10 years

3. INED - maximum of 8 years

4. NED - maximum of 12 years

5. ED - maximum of 10 years

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

Yes

Principle 13: Induction and

Continuing Education

"A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"

i) Does the Board have a formal induction

programme for new directors? Yes/No

Yes

ii) During the period under review, were new

Directors appointed? Yes/No If yes, provide date of induction.

No

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes. The details of training are contained in Appendix 2

iv) How do you assess the training needs of Directors?

Through the individual assessment of the Directors and the Board Appraisal report of the external consultant

v) Is there a Board-approved training plan? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

vi) Has it been budgeted for? Yes/No

Yes

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approved policy for evaluating Board performance? Yes/No

Yes

ii) For the period under review, was there any

Board Evaluation exercise conducted? Yes/No

Board evaluation was conducted for the year 2024.

The Board Evaluation for the year ended December 31, 2025, is currently being conducted.

iii) If yes, indicate whether internal or external.

Provide date of last evaluation.

External. This is ongoing for 2025.

iv) Has the Board Evaluation report been

presented to the full Board? Yes/No If yes, indicate date of presentation.

Yes. The Board evaluation report for the year 2024

was presented to the Board on April 29, 2025. The evaluation for 2025 is ongoing.

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

Yes

vi) Is the result of the evaluation for each Director

considered in the re-election process? Yes/No

Yes

Principle 15: Corporate

Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"

i) For the period under review, has the

Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

The Corporate Governance evaluation was

conducted for the year ended 2024. The evaluation for 2025 is being conducted.

ii) Is the result of the Corporate Governance

Evaluation presented and considered by the Board? Yes/No

Yes

iii) If yes, please indicate the date of last

presentation.

The Corporate Governance evaluation report for the

year 2024 was presented to the Board on April 29, 2025.

iv) Is the summary of the Corporate Governance

Evaluation included in the annual reports and Investors portal? Yes/No

Yes, the Summary for 2024 was included in the 2024

Annual Report. The summary for 2025 will be included in the 2025 Annual Report and uploaded on the portal.

Principle 16: Remuneration Governance

"The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"

i) Is there a Board-approved Directors' remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes. Every 3 years and on need basis in line with the market

ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review

Directors fees; Sitting Allowances, Reimbursements for travel and accommodation expenses

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes

iv) What portion of the NEDs remuneration is

linked to company performance?

None

v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No

If yes, to what extent is remuneration linked to company performance?

Yes

Guaranteed pay is not linked to performance while bonus (not guaranteed) is linked to performance

vi) Has the Board set KPIs for Executive Management? Yes/No

Yes. KPI of the Group Managing Director has been set and approved.

vii) If yes, was the performance measured against the KPIs? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

viii) Do the MD/CEO, EDs and Company

Secretary receive a sitting allowance and/or director fees? Yes/No

No

1. Which of the following receive sitting

   allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

None

x) Is there a Board-approved clawback policy

for Executive management? Yes/No If yes, attach the policy.

Yes.

Principle 17: Risk

Management

"A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"

i) Has the Board defined the company's risk

appetite and limit? Yes/No

Yes

ii) How often does the company conduct a risk

assessment?

Regularly and report is presented to the Board

Quarterly

iii) How often does the board receive and review

risk management reports?

Quarterly

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"

i) Does the company have an Internal Audit

function? Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes

ii) Does the company have a Board-approved

internal audit charter? Yes/No

Yes

iii) Is the head of internal audit a member of

senior management? Yes/No

Yes

iv) What is the qualification and experience of

the head of internal audit?

Qualifications: PhD, MPhil, MBA, Bsc, FCA. HCIB,

CISA, CGEIT. CRISC

Experience: over 28 years banking experience

v) Does the company have a Board-approved

annual risk-based internal audit plan? Yes/No

Yes

vi) Does the head of the internal audit function

report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

Yes

vii) Is there an external assessment of the

effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

Yes. This is conducted Annually in compliance with

the CBN Corporate Governance guidelines.

viii)Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

Board Audit Committee

Principle 19: Whistleblowing

i) Does the company have a Board-approved

whistleblowing framework? Yes/No If yes, when was the date of last review

Yes. 2025

Principles

Reporting Questions

Explanation on application or deviation

"An effective whistle-blowing

framework for reporting any illegal or unethical behaviour minimises the Company's exposure and prevents recurrence"

ii) Does the Board ensure that the whistleblowing

mechanism and process are reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No

Yes

1. Is the Audit committee provided with the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes

Principle 20: External Audit

"An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

Statutory Audit Committee

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

Shareholders

iii) When was the first date of appointment of the

External auditors?

April 27, 2020

iv) How often are the audit partners rotated?

Every 5 years

Principle 21: General

Meetings

"General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the

Company's business,

governance and performance. They provide

shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest"

i) How many days prior to the last general

meeting were notices, annual reports and any other relevant information dispatched to Shareholders?

21 days

ii) Were the Chairmen of all Board Committees

and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No

Yes. The Chairmen of all Board Committees and the

Chairman of the Statutory Audit Committee were all in attendance.

`1Principle 22: Shareholder

Engagement

"The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company"

1. Is there a Board-approved policy on

   shareholders' engagement? Yes/No If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the company's website?

Yes.

2024

Yes

ii) How does the Board engage with Institutional

Investors and how often?

Senior Management holds regular meetings with

Institutional Investors

Principle 23: Protection of Shareholder Rights

"Equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promote good governance"

i) Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

Principle 24: Business

Conduct and Ethics

"The establishment of professional business and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor confidence"

1. Does the company have a Board-approved

   Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

   If yes:

   1. Has the COBE been communicated to all internal and external Stakeholders?

      Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees

      4. Third parties

Yes

1. Yes, the COBE has been communicated to all internal and external stakeholders

2. The COBE is applicable to the Senior management, other employees and third parties

3. There is also a separate Board approved COBE applicable to the Board

ii) When was the date of last review of the

policy?

2024

iii) Has the Board incorporated a process for

identifying, monitoring, and reporting adherence to the COBE? Yes/No

Yes

iv) What sanctions were imposed for the period

under review for non-compliance with the COBE?

There was no record of non-compliance with COBE

during the review period

Principle 25: Ethical Culture

"The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical

conduct and investor

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes

1. 2024

2. All insiders are required to send notification on dealings in FirstHoldCo shares to the Company Secretariat within two days of conclusion for publication to the Nigerian Exchange Limited.

3. Insiders are not allowed to trade in the Company's shares within the closed period.

confidence"

1. Does the company have a Board

   approved policy on related party transactions? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees (Specify)

      4. Third parties (Specify)

Yes

1. 2024

2. At every Board and Board Committee meetings, directors are required to declare interest in matters scheduled for consideration. Also, internal due diligence is conducted on directors.

3. The policy is applicable to directors

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

Directors are required to disclose interest in any transaction.

1. Does the company have a Board- Yes approved policy on conflict of interest? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

1. 2024

2. Directors are required to report any case that may lead to conflict interest and interested directors

Principles

Reporting Questions

Explanation on application or deviation

1. Senior management

2. Other employees (Specify)

do not participate in decisions on

matters they have interest

c) The policy is applicable to directors only

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen contributing to economic development"

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

Yes.

ii) How does the Board monitor compliance

with the policy?

Quarterly reports on Sustainability are presented to

the Board Risk Management Committee by Management

iii) How does the Board report compliance

with the policy?

Sustainability report is included in the Annual Report

and uploaded on the website

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No If yes, when was it last reviewed?

Yes

It was last reviewed in 2025

Principle 27: Stakeholder

Communication

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"

i) Is there a Board-approved policy on

stakeholder management and communication? Yes/No

Yes

ii) Does the Company have an up-to-date

investor relations portal? Yes/No If yes, provide the link.

Yes

https://first-holdco.com/investor-relations/

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

investors and stakeholders, and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance practice"

i) Does the company's annual report include

a summary of the corporate governance report? Yes/No

Yes

ii) Has the company been fined by any

regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

Yes

The Company paid the sum of N1,700,000 to the Nigerian Exchange Limited for delay in filing of FY2024 Audited Financial Statement

Name of Director

Designation

Concurrent Directorship

Mr. Olufemi Otedola

Chairman of the Board

Amperion Distribution Company Calvados Global Services Limited Wells Properties & Investment Co Ltd Zenon Petroleum & Gas Ltd

Mr. Adebowale Oyedeji

Group Managing Director

First Bank of Nigeria Limited Bowarol Investment Ltd Swifac Limited

Ruth Aid Foundation Duchess Hospital Ltd

Atlantic Hall Secondary School Claritus Foundation

Odebor Atiomo Foundation

Dr. Alimi Abdul-Razaq

Independent Non-Executive

Director

House of Laws

BridgeHouse College ML Securities Ltd

Mrs Kofo Dosekun

Independent Non-Executive

Director

Aluko &Oyebode

Fairshores Ltd

Dr. Sir. Peter Aliogo

Independent Non-Executive Director

SpringPark Express Trust Ltd SpringPark Yaad Hotel & Tours BAN Kapital Plc

Dorchester Insurance Brokers Post cast Plc

Ashanwan West Africa Ltd Pentecast Product Plc

Lagos Alaba International Trading Co. W/A

New Calabar Marine Services Ltd Ogoila Strategic Soft Solutions Plc Hygiene Max Plc

JP and A Brothers Plc

Dr. Abiodun Fatade

Non-Executive Director

Crestview Radiology Ltd Digital Xrays Ltd StatPath Ltd

Airserve Travels & Tours Ltd

Services Royale Ltd

Dr. Julius Omodayo Owotuga

Non-Executive Director

Gbonka Oil and Gas Hogardivino Ltd Jaby Consult Ltd

Forte Upstream Services Ltd Tethys

Mr. Olusegun Alebiosu

Non-Executive Director

First Bank of Nigeria Limited Olof Integrated Services Limited

Paulose Nigeria Services Limited Best Brain College

Alebiosu College of Arts & Sciences

Alebiosu Technology Limited Alebiosu Educational Foundation

S/N

Name

Course

Institution/Location

Date

1

All Directors

Digital Currencies

FirstHoldCo/ H.Pierson & Associates

April 30, 2025

2

Dr. Abiodun Fatade

Making Corporate Boards More Effective

Harvard Business School

12-15

November, 2025

3

Dr. (Sir) Peter Aliogo

Harnessing AI for Breakthrough Innovation and Strategic Impact Program

Stanford Graduate School of Business

27 July, -1 August,

2025

4

Wale Oyedeji

Designing and Executing Corporate Revitalization

Havard Business School

30 November - 5

December 2025