Quarter 2 - financial statement for 2025

Guaranty Trust Bank Plc and Subsidiary Companies

Guaranty Trust Holding Company Plc ("the Parent" or the "Company") and its Subsidiaries (hereafter referred to as 'the Group') Consolidated Financial Statements complies with the applicable legal Requirements of the Nigerian Securities and Exchange Commission regarding Annual Financial Statements and comprises Separate and Consolidated Financial Statements of the Group for the period ended 30 June 2025. The consolidated and separate financial statements have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board and adopted by the Financial Reporting Council of Nigeria.Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Directors' report 1-7

Corporate governance 8-25

Subsidiary governance 26-30

Sustainability report 31-39

Complaints and feedback 40-42

Anti-money laundering and combating terrorist financing framework 43-46

Internal control and risk management systems 47-48

Statement of directors' responsibilities 49

Report of the audit committee 50

Corporate responsibility for financial statements 51

Independent Auditor's Opinion 52-57

Financial statements 58

Consolidated and separate statements of financial position 59-60

Consolidated and separate income statements 61

Consolidated and separate statements of other comprehensive income 62

Consolidated statement of changes in equity 63-64

Statement of changes in equity company 65-66

Consolidated and separate statements of cash flows 67-68

Notes to the consolidated and separate financial statements:

Reporting entity 69

Basis of preparation 69

Material accounting policies 69-103

Financial risk management 104-187

Capital management and other risks 188-192

Use of estimates and judgements 192-201

Operating segments 202-210

Financial assets and liabilities 211-214

Other notes to the financial statements 215-276

Contingencies 276-277

Group entities 278-280

Related parties 281-286

Contraventions 286

Subsequent events 286

Other national disclosures/other information: 287

Regulatory requirements under the IFRS regime 288-293

Statement of prudential adjustment 294-295

Operational risk management 296-300

Activities of Cards Operations 301-303

Three months- Income Statement 304

Three Months- Statement of Other comprehensive Income 305

Other information 306-308

Value-added statements 309-310

Five-year financial summary 311-314

Corporate Social Responsibility 315-318

Directors' Report

For the financial year ended June 30, 2025

The Directors of Guaranty Trust Holding Company Plc ("GTCO" or the Company") are pleased to present their report on the affairs of the Company and its subsidiaries (the "Group"), together with the Group's audited financial statements and the Auditor's Report for the financial half year ended June 30, 2025.

Legal form and principal activity

The Company was incorporated as a public limited company on July 24, 2020 and was licensed as a non-operating financial holding company by the Central Bank of Nigeria (CBN) on April 14, 2021. The Company's ordinary shares were listed on The Nigerian Exchange Limited (NGX) on June 24, 2021 and its Global Depositary Receipts (GDRs) were admitted to listing on the Official List of the Financial Conduct Authority of the United Kingdom and to trading on the London Stock Exchange on June 25, 2021 further to the implementation of a scheme of arrangement for the restructuring of the Guaranty Trust Group into a non-operating financial holding company structure with investments in banking and non-banking permissible businesses. The Company commenced operations on August 1, 2021.

The Company has four direct subsidiaries that operate Banking, Payments, Pension Fund Administration and Asset Management businesses.

The Company prepares consolidated financial statements, which include separate financial statements of the Company.

Operating results

The Highlights of the Group's operating results for the half year period ended June 30, 2025, are as follows:

Dividends

During the period under review, Directors proposed the payment of an interim dividend in the sum of N1.00k per ordinary share on the issued capital of 34,136,979,514 Ordinary Shares of 50 Kobo each payable to Shareholders on the register of shareholding at the closure date. Withholding tax was deducted at the time of payment.

There was no income tax consequence on the Company as a result of the dividend pay-out, as the Company is only required to deduct this tax at source on behalf of tax authorities in Nigeria. The tax so withheld represents advance payment of income tax by the recipient shareholders.

Directors and their interest

The Directors who held office during the period, together with their direct and indirect interests in the issued share capital (including the GDRs) of the Company as recorded in the Register of Directors' shareholding and/or as notified by the Directors for the purposes of sections 301 and 302 of the Companies and Allied Matters Act 2020 (as amended) and the listing requirements of the NGX is noted below:

Names

Direct Holding June 2025

*Indirect Holding June 2025

Direct Holding June 2024

*Indirect Holding June 2024

Shares of 50k each

1Indirect shareholding includes underlying shares of GDRs (Global Depository Receipts)

2 Retired from the Board in the reporting period

3 Retired from the Board in the reporting period

Directors' Remuneration

The Company ensures that remuneration paid to its Directors complies with the provisions of the Codes of Corporate Governance issued by its regulators. The Non-Executive Directors shall be paid out of the funds of the Company by way of remuneration for their services as Directors, such sums as shall be approved by shareholders at the Annual General Meeting.

In compliance with Section 34(5) of the Code of Corporate Governance for Public Companies as issued by Securities and Exchange Commission, the Company makes disclosure of the remuneration paid to its directors as follows:

Type of package Description Timing

Fixed

Basic Salary

13thmonth salary

• Part of gross salary package for Executive Directors only.

• Reflects the financial industry competitive salary package and the extent to which the Company's objectives have been met for the financial year

• Part of gross salary package for Executive Directors only.

• Reflects the financial industry competitive salary package and the extent to which the Company's objectives have been met for the financial year

  Paid monthly during the financial year

  Paid last month of the financial year

  Director fees - Paid annually on the day of the Annual General Meeting

  ('AGM') to Non-Executive Directors only

  Paid annually on the day of the AGM

  Sitting allowances

• Allowances paid to Non-Executive Directors only for attending Board and Board Committee Meetings.

Paid after each Meeting

Shareholding analysis

The analysis of the distribution of the shares of the Company as at June 30, 2025, is as follows:

*1,970,170 shares are still being reconciled with the registers as at June 30, 2025.

According to the Register of Members as at June 30, 2025, no individual shareholder held more than 5% of the issued share capital of the Company except Stanbic IBTC Nominees Limited and Zenith Pensions Custodian Limited:

* Stanbic IBTC Nominees Limited held 24.21% of the Company 's shares largely in trading accounts on behalf of various investors.

** Zenith Pensions Custodian Limited 7.34% of the Company's shares largely in trading accounts on behalf of

various pension funds.

Event after reporting date

Subsequent to the H1-2025, reporting date, on July 9th, 2025, the Company's shares were admitted to the equity shares (international commercial companies secondary listing) category of the Official List of the United Kingdom Financial Conduct Authority (FCA) and to trading on the Main Market for listed securities of the LSE. This followed the successful pricing of its fully marketed offering on the London Stock Exchange (LSE) to raise gross proceeds of $105million (N160.6billion) or in exchange for 2.29 billion new ordinary shares in the Company.

In connection with the listing of its ordinary shares, the Company also cancelled the listing and trading of its

GDR's on the main market of the LSE. The last date of trading of the GDR's was July 30, 2025.

There were no other post-balance sheet events which could have a material effect on the financial position of the Group as at June 30, 2025 and profit attributable to equity holders on the date other than the disclosed (also in Note 46 of the financial statements).

Gender Analysis

The average number and percentage of males and females employed during the half year ended June 30, 2025 vis-a-vis total workforce is as follows:

Holding Company

Holding Company: Gender analysis in terms of Board and Top Management as at June 30, 2025 is as follows:

Holding Company: Detailed Gender analysis in terms of Board and Top Management as at June 30, 2025 is as follows:

The average number and percentage of males and females employed during the period ended June 30, 2025,

by Guaranty Trust Bank Ltd (the Holding Company's Largest Subsidiary) vis-a-vis total workforce is as follows:

Guaranty Trust Bank Ltd

Guaranty Trust Bank Ltd: Gender analysis in average terms of Board and Top Management as at June 30, 2025 is as follows:

Guaranty Trust Bank Ltd: Detailed Gender analysis in average terms of Board and Top Management as at June 30, 2025 is as follows:

Human Resources Policy

1. Recruitment

   The Company conforms with all regulatory requirements in the employment of staff, whilst also ensuring that only fit and proper persons are approved for appointment to board or top management positions. All prescribed pre-employment screening for prospective employees and other requirements for regulatory confirmation of top management appointments are duly implemented.

2. Diversity and Inclusion

   The Company treats all employees, prospective employees and customers fairly and equally, regardless of their gender, sexual orientation, family status, race, colour, nationality, ethnic or national origin, religious belief, age, physical or mental disability, or any such factor.

   The disclosures below are made pursuant to the FCA's Listing Rule 14.3.30R as Guaranty Trust Holding Company's shares are listed on the London Stock Exchange and classified under the "Equity shares (international commercial companies secondary listing)" category of the FCA's Official List on 9 July 2025.

   As of 30 June 2025, the Company confirm the following in accordance with UKLR 14.3.30R(1): (i) 20% per cent of the members of the board of Guaranty Trust Holding Company were women; (ii) the chair of the board, chief executive, the senior independent director was not held by a woman; and (iii) at least one individual on the board was from a minority ethnic background. The Company seeks to achieve a minimum of 40% female representation at Board and Top Management levels, subject to identification of candidates with appropriate skills. For the purpose of this statement, "Board" refers to Managing Director/CEO, Executive Directors and Non-Executive Directors while "Top Management" refers to General Manager, Deputy General Manager and Assistant General Manager grades.

   There have been/no changes to the board between 30 June 2025 and the date of filing this report.

   In accordance with UKLR 14.3.30R(2), and for no other purpose, numerical data on the ethnic background and the gender identity or sex of the individuals on the Company's Board and in its executive management as of 30 June 2025 is set out below:

   	Number of board member s	Percentage of the board	Number of senior positions on the board (CEO, CFO, SID and Chair)1	Number in executive managemen t2	Percentage of Executive managemen t
   Men	4	80%	4	2	100%
   Women	1	20%	-	-	0%
   Not specified	-	-	-	-	-
   White British or other White (including minority-white groups)	-	-	-	-	-
   Mixed/Multiple Ethnic Groups	-	-	-	-	-
   Asian/Asian British	-	-	-	-	-
   Black/African/ Caribbean/ Black British	5	100%	4	2	100%
   Other ethnic group, including Arab	-	-	-	-	-

   1The Company is reporting on the positions of CEO, CFO, Chairman of the Board and Senior Independent Director positions.

   2Executive management is defined, in accordance with the UKLR, as Guaranty Trust Holding Company's

   Executive Leadership Team.

   Board diversity data is accurate as at the date of filing this report. Data on ethnic background has been supplied by each director and data on gender diversity has been approved unanimously by all board members.

3. Employment of Physically Challenged Persons

   The Company operates a non-discriminatory policy in the consideration of applications for employment, including those received from physically challenged persons.

   In the event of any employee becoming physically challenged in the course of employment, where possible, the company is in a position to arrange training to ensure the continuous employment of such a person without subjecting him/her to any disadvantage in his/her career development. In the period under review, the company had three persons on its staff list with physical challenges.

4. Employee Involvement and Training

   The Company encourages participation of employees in arriving at decisions in respect of matters affecting their well-being through various forums including town hall meetings. Towards this end, the Company provides opportunities where employees deliberate on issues affecting the Company and employee interests, with a view to making inputs to decisions thereon.

   The Company places a high premium on the development of its workforce. Consequently, the Company sponsored its employees for various training courses, both locally and overseas, in the year under review. The Company has also gone into partnership with top-notch executive business schools in Europe and North America to deliver world-class technical and leadership training to employees in Nigeria.

5. Health, Safety and Welfare of Employees

The Company maintains business premises designed with a view to guaranteeing the safety and healthy living conditions of its employees and customers alike. Employees are adequately insured against occupational and other hazards. In addition, the Company provides medical facilities to its employees and their immediate families at its expense. In line with the status of the Company as a family-friendly organization, we operate crèche facilities at our Head Office and our Ilupeju branch. There is a state-of-the-art gymnasium for staff at our Head Office. This is in addition to the registration of staff members at fitness centers (within their vicinity) and social clubs towards achieving employee wellness.

The Company has in place a number of training programs, workshops and enlightenment programs/publications designed to equip staff members with basic health management tips, First Aid, fire prevention and other occupational safety skills.

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

The Company operates Group Life and Group Personal Accident (formerly known as Workmen's Compensation) Insurance covers and Employee Compensation Act contributions for the benefits of its employees. It also operates a contributory pension plan in line with the Pension Reform Act 2004 (amended in 2014) as well as a terminal gratuity scheme for its employees.

BY ORDER OF THE BOARD

Erhi Obebeduo Company Secretary

FRC/2017/NBA/00000016024

Plot 635, Akin Adesola Street, Victoria Island, Lagos July 31, 2025

Corporate Governance Introduction

Corporate governance encompasses the relationships among a company's senior management, board of directors, shareholders, and other stakeholders, including employees and their representatives. It defines the framework for establishing company objectives, formulating strategies to meet them, and evaluating progress. Strong corporate governance is marked by structured decision-making processes, clearly defined roles and responsibilities, the avoidance of conflicts of interest, and the implementation of effective internal controls, risk management, transparency, and accountability.

Guaranty Trust Holding Company Plc ("GTCO" or "Company") is a public limited liability company and the parent company of the GTCO Group (comprising GTCO and its subsidiaries). GTCO's shares are listed on the NGX and its GDRs are admitted to trading on the London Stock Exchange. GTCO remains dedicated to its duties and pledge to safeguard and increase investors' value through transparent corporate governance practices.

Codes and Regulations

GTCO operates in highly regulated markets and compliance with applicable legislations, regulations, standards and codes, including transparency and accountability, remain an essential characteristic of its culture. As a responsible corporate citizen, the Company complies with the requirements of the Central Bank of Nigeria ("CBN") in line with defined corporate governance practices and submits reports on the Company's compliance status to the CBN. The Board monitors compliance with these regulations by means of management reports, which include information on the outcome of any significant interaction with key stakeholders such as regulators. The Group complies with all applicable legislations, regulations, standards and codes.

The Company's Code of Corporate Governance provides a robust framework for the governance of the Board and the Company.

This Corporate Governance Statement describes GTCO Plc's approach to the key elements of corporate governance and is prepared in accordance with the legal and regulatory requirements of the Code of Corporate Governance for Public Companies issued by the Securities and Exchange Commission ("the SEC Code"), the Corporate Governance Guidelines for Financial Holding Companies in Nigeria issued by the Central Bank of Nigeria ("the CBN FHC CG Guidelines") in July 2023, the Financial Reporting Council's Nigerian Code of Corporate Governance, 2018 ("the NCCG"), as well as disclosure requirements under the Disclosure and Transparency Rules of the Financial Conduct Authority (FCA), United Kingdom, which are applicable to non-United Kingdom companies with GDRs listed on the Official List of the FCA and admitted to trading on the London Stock Exchange.

Corporate governance structure

The Company and the Group operate within a governance structure that allows the Board to balance its duties of oversight and providing strategic guidance, while also ensuring adherence to regulatory standards, Group policies, and acceptable risk levels.

The Company's corporate governance framework is thorough and appropriate for the size, scope, and diversity of its operations, ensuring effective management in line with sound business practices. The Board holds the responsibility for overseeing the management and proper organisation of the Group's operations, while the Group Chief Executive Officer handles the day-to-day executive management. The focus is on the Board fulfilling its role within GTCO's corporate governance structure and collaborating with other governing bodies to maintain robust corporate governance. This includes systems for internal control, risk management, and financial reporting. The corporate governance framework and the duties of GTCO's governing bodies are

defined by both internal policies and external regulations. The external framework governing corporate governance includes SEC Code, the CBN Guidelines and the FRC Code.

GTCO's direct subsidiaries are Guaranty Trust Bank Limited, Guaranty Trust Fund Managers Limited, Guaranty Trust Pension Managers Limited, and HabariPay Limited. Each subsidiary has its own independent board, which considers the specific legal and regulatory obligations relevant to their respective operations.

These subsidiaries function within governance structures that empower their boards to provide oversight and strategic direction, while ensuring compliance with the applicable regulatory requirements and the company's established standards and risk tolerance levels. Their governance frameworks are aligned with that of GTCO.

As the parent company of the Group, the Board of GTCO also serves as the Group's Board, overseeing all activities across the subsidiaries. To assist in fulfilling its objectives, the Board has established several committees, each with defined roles and responsibilities outlined in their Charters. These Charters are periodically reviewed to maintain their relevance and detail the committees' duties, authority, composition, and reporting procedures.

Governance Activities

During the 2024 financial year, the Company executed various governance activities which included; the reconstitution of the defunct Board Risk Management and Audit Committee into two standalone Committees namely; the Board Audit Committee and Board Risk Management and Investment Committee; and the preparation of Charters of the two new Committees in order to align with the CBN FHC CG Guidelines. The Company also reviewed its governance documents i.e. Board and Committee Charters and the Code of Corporate Governance, in order to align these documents with the CBN FHC CG Guidelines. The Board and its Committees also carried out annual self-assessments to review compliance with the terms of reference as contained in their respective Charters.

The Board

The Board is responsible for organizing GTCO, overseeing its operations, and managing the overall affairs of the GTCO Group in line with both external and internal frameworks, as well as its Charter.

It is the Board's duty to ensure that GTCO's legal and organisational structure is clear, appropriate, and transparent, with well-defined functions and responsibilities that promote sound governance, avoid unnecessary complexity, and allow for effective oversight, thus actively contributing to developing the Group as a focused, sustainable and global brand.

The Board consistently monitors GTCO's business growth, and financial health. Additionally, the Board regularly reviews and updates the governance, sustainability and control policies and internal regulations it has established. It ensures that an appropriate level of checks and balances is maintained, in order to ensure that decisions are taken with the best interest of the Company's stakeholders in mind.

The Board of Directors is accountable to shareholders for creating and delivering sustainable value through the management of the Company's business, thereby safeguarding the interests of all stakeholders. The Board has put in place a robust appointment and effective succession planning framework to ensure that we continue to have the right people to drive the business of the Company in the desired direction.

Appointment Principles

The Company ensures compliance with all relevant laws and regulations, including but not limited to the requirements set by the CBN, the SEC Code, the NCCG, the Companies and Allied Matters Act, as well as the Company's Charters and Code of Corporate Governance.

In selecting Directors and key executives, careful consideration is given to adherence to legal and regulatory standards, including the review of external board appointments to prevent conflicts of interest and ensure that Directors can dedicate adequate attention to the company's affairs.

The Board evaluates the skills, knowledge, experience, and other necessary qualities of candidates to ensure they are suited for the role.

Skills, Knowledge, and Experience of Directors

The Board is made up of seasoned professionals, who have excelled in various sectors and offer a well-rounded blend of qualities to the board, including:

• both international and local experience,

• operational expertise,

• insights into macroeconomic and microeconomic factors impacting the Group,

• local expertise and networks, and

• skills in finance, energy, economics, and banking.

Directors of the Company possess the right balance of expertise, skills and experience, translating to an effective Board and an Executive Management team capable of steering the affairs of the Company in an ever changing and challenging environment.

The Board has a good understanding of the Group's businesses and affairs to enable them properly evaluate information and responses provided by Management, and to provide objective challenge to management. Directors are also prepared to challenge each other's assumptions, beliefs or viewpoints as necessary for the good of the Company and question intelligently, debate constructively and make decisions dispassionately.

The Board's qualifications and demographic composition are periodically assessed to ensure they remain aligned with the operational and strategic needs of the company.

Board Committees

In addition to the Board's direct oversight, the Board exercises its oversight responsibilities through four (4) Standing Committees, namely; Board Risk Management and Investment Committee, Board Audit Committee, Board Governance, Nominations and Remuneration Committee and Board Information Technology Strategy Committee. In addition to the Board Committees, the Statutory Audit Committee of the Company also performs its statutory role as stipulated by the CAMA. In line with the provisions of the CBN FHC CG Guidelines, the Committees have been reconstituted to meet the new requirements.

Board Structure and Composition

Two (2) of the Non-Executive Directors are "Independent Directors", appointed based on the criteria laid down by the CBN for the appointment of Independent Directors and in accordance with the requirements of the NCCG. In compliance with requirements of the CAMA, the Company has approved the appointment of the third Independent Non-Executive Director and appropriate announcements will be made upon receipt of relevant regulatory approvals. The Independent Directors do not have any significant shareholding interest or any special business relationship with the Company.

The Board meets quarterly, and additional meetings are convened as required. Material decisions may be taken between meetings by way of written resolutions, as provided for in the Articles of Association of the Company.

The Directors are provided with comprehensive information at each of the quarterly Board meetings and are also briefed on business developments between Board meetings.

The Board met twice times during the half year ended June 30, 2025.

The details of the appointment of the Board of Directors are stated below:

Responsibilities of the Board

The Board Charter outlines the terms of reference that define the Board's responsibilities. These

responsibilities include.

• Setting the Company's objectives, strategies, and plans to achieve those goals.

• Reviewing the corporate governance process and evaluating progress toward objectives.

• Establishing the terms of reference and procedures for all Board Committees, as well as reviewing their reports and minutes.

• Approving the Remuneration Policy.

• Assessing and evaluating reports submitted by the Executive Team.

• Ensuring the existence and maintenance of an effective risk management process across the Company

  and its subsidiaries, safeguarding financial integrity and the Group's assets.

• Monitoring the performance of the Group Chief Executive and the Executive Team.

• Ensuring the presence of a robust budgeting and planning process, measuring performance against

  these plans, and approving the Group's annual budget.

• Approving major acquisitions, mergers, takeovers, divestments of operating companies, equity investments, and new strategic alliances within the Group.

• Reviewing and approving significant changes to accounting policies or practices, and considering recommendations from the statutory audit committee.

• Reviewing and approving the annual financial statements, quarterly results, dividend announcements, and shareholder communications, as well as assessing the Group's ability to continue as a going concern based on the audit committee's recommendation.

• Taking ultimate responsibility for the Group's financial, operational, and internal control systems,

  ensuring proper reporting by delegated committees.

• Holding ultimate responsibility for regulatory compliance and ensuring comprehensive management reporting to the Board.

• Ensuring a clear and balanced assessment of the Group's status in communications with stakeholders.

• Reviewing non-financial matters that have not been specifically assigned to a management committee.

• Recommending to shareholders the appointment or removal of auditors and the remuneration of Auditors.

• Approving resolutions and corresponding documentation for shareholders in general meeting(s), shareholders circulars, prospectuses, and principal regulatory filings with regulatory authorities.

Delegation of authority

The Board has ultimate responsibility for determining the strategic objectives and policies of the Company to deliver long-term value by providing overall strategic direction within a framework of rewards, incentives and controls.

The Board has delegated the responsibility for day-to-day operations of the Company to Management and ensures that Management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. In fulfilling its primary responsibility, the Board acknowledges the relationship between good governance and risk management practices, in relation to the achievement of the Group's strategic objectives and good financial performance.

Roles of Chairman and Chief Executive

The roles of the Chairman and Group Chief Executive are separate and no one individual combines the two positions. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions and provide advice to promote the success of the Group. The Chairman also facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non-Executive Directors, both inside and outside the Boardroom.

The Board has delegated the responsibility for the day-to-day management of the Company to the Group Chief Executive Officer, who is supported by Executive Management. The Group Chief Executive Officer executes the powers delegated to him in accordance with guidelines approved by the Board of Directors. Executive Management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews group performance, matters of strategic concern and any other matter it regards as material.

Director Nomination Process

The Board Governance, Nominations and Remuneration Committee is charged with the responsibility of leading the process for Board appointments and for identifying and nominating suitable candidates for the approval of the Board.

With respect to new appointments, the Board Governance, Nominations and Remuneration Committee

identifies, reviews and recommends candidates for potential appointment as Directors. In identifying suitable candidates, the Committee considers candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board, including gender as well as the balance and mix of appropriate skills and experience.

Shareholding in the Company is not considered a criterion for the nomination or appointment of a Director. The appointment of Directors is subject to the approval of the shareholders and the CBN.

Induction and Continuous Training

To enable a good understanding of GTCO's organisation and structure, business model, risk profile and governance arrangements, new Board members participate in an induction programme, within the regulatory prescribed timeline, covering, among other things, areas related to GTCO's structure and business model, risk profile, governance, Board responsibilities, business strategy, financials and risk management as well as relevant laws and regulations. Depending on the individual needs of the Board members, further training on specific subjects is arranged in order to maintain and deepen relevant knowledge. The induction, which is arranged by the Group Company Secretary, may include meetings with senior management staff and key external advisors, to assist Directors in acquiring a detailed understanding of the Company's operations, its strategic plan, its business environment, the key issues the Company faces, and to introduce Directors to their fiduciary duties and responsibilities.

Board members also receive annual training based on their individual and collective needs as well as regulatory and supervisory requirements. The annual training plan is designed to cover the key risk areas of GTCO and ensure up-to-date knowledge of identified relevant knowledge areas and also to enhance their performance on the Board and the various committees to which they belong. The Company's Non-Executive Directors attended foreign and local courses during the half year ended June 30, 2025, which included "Value Creation Through Effective Boards" (IESE), "Crisis Management For Boards" (INSEAD).

Board Evaluation and Appraisal

The Board is focused on continued improvements in its corporate governance performance and effectiveness. The Company also conducted an Annual Board and Directors' Evaluation and Appraisal covering all aspects of the Boards' structure, composition, responsibilities, processes and relationships, in compliance with the requirements of the CBN and NCCG Codes. To conduct the Annual Board Evaluation and Appraisal for the financial year ended December 31, 2024, the Board engaged the consultancy firm of Deloitte & Touche.

The independent consultants carried out a comprehensive review of the effectiveness of the Board by evaluating the performance of the Board, the Board Committees and Directors. The Board Evaluation and Appraisal Report for the financial year ended December 31, 2024, by the independent consultants to the Board revealed that the Company was in substantial compliance with the provisions of the CBN Corporate Governance Guidelines and the FRC Code. The Evaluation and Appraisal Report was reviewed by the consultants in line with the provisions of CBN FHC CG Guidelines and was presented to shareholders at 4th Annual General Meeting of the Company.

Changes on the Board

In the course of the half-year financial period ended June 30, 2025, Mr. Hezekiah Oyinlola and Mrs. Helen Bouygues retired from the Board, having served as Non-Executive Director and Independent Non-Executive Director respectively for over three years. Also, in the course of the half-year period, the Board appointed Mr. Babatunde Soyoye, as a Non-Executive Director, with effect from May 16, 2025.

The appointment of Mr. Soyoye has been approved by the Central Bank of Nigeria (CBN) and will be presented to Shareholders at the next Annual General Meeting.

Profile of Mr. Babatunde Soyoye

Mr. Babatunde Soyoye holds a Bachelor of Engineering degree in Electrical Engineering from Kings College, University of London, London, England (1991) and a Masters in Business Administration from the Imperial College London, England (1995).

Mr. Soyoye is a seasoned professional with over thirty (30) years' work experience, twenty-seven (27) of which has been spent in investment/financial advisory services.

He is the co-founder and Managing Partner of Helios Investment Partners LLP, a private investment firm with its principal office in the United Kingdom, formed to pursue alternative asset class investments in Sub-Saharan Africa, specializing in investment in companies, growth capital for private enterprises, restructurings, joint ventures, startups and structured investments.

Prior to co-founding Helios Investment Partners, Mr. Soyoye was a Principal responsible for Telecoms & Media investments across Europe for TPG Capital. Before that, he served as a senior member of the corporate strategy team at British Telecom, and manager of business development at Singapore Telecom International.

Mr. Soyoye has played a key role in the execution of over $3 billion in investments across Africa, Europe, Asia and North America.

He joined the Board with effect from May 16, 2025.

Non-Executive Directors' Remuneration

The Company's policy on remuneration of Non-Executive Directors is guided by the provisions of the CBN FHC CG Guidelines which stipulates that Non-Executive Directors' remuneration should be limited to sitting allowances, Directors' fees and reimbursable travel and incidental expenses. The Non-Executive Directors shall be paid out of the funds of the Company by way of remuneration for their services as Directors, such sums as shall be approved by shareholders at the Annual General Meeting.

Details of remuneration paid to Executive and Non-Executive Directors is contained in Note 44i of this report.

Board Committees

The Board carries out its responsibilities through its Standing Committees, which have clearly defined terms of reference, setting out their roles, responsibilities, functions and scope of authority. The Board has four (4) Standing Committees in addition to the Statutory Audit Committee of the Company, namely; Board Risk Management and Investment Committee, Board Audit Committee, Board Governance, Nominations and Remuneration Committee and Board Information Technology Strategy Committee.

Through these Committees, the Board is able to effectively carry out its oversight responsibilities and take advantage of individual expertise to formulate strategies for the Company and its Subsidiaries. The Committees make recommendations to the Board, which retains responsibility for final decision making.

All Committees in the exercise of their powers so delegated conform to the regulations laid down by the Board, with well-defined terms of reference contained in the Charter of each Committee. The Committees render reports to the Board at the Board's quarterly meetings.

A summary of the roles, responsibilities, composition and frequency of meetings of each of the Committees are as stated hereunder:

Board Risk Management and Investment Committee

This Committee is tasked with the responsibility of setting and reviewing the Company's risk policies without prejudice to the statutory Investment Committee established in compliance with CAMA, which is not considered a board committee.

The terms of reference of the Board Risk Management and Investment Committee includes to:

• Review and recommend for the approval of the Board, the Company's Risk Management Policies including

  the risk profile and limits;

• Determine the adequacy and effectiveness of the Company's risk detection and measurement systems and

  controls;

• Oversee Management's process for the identification of significant risks across the Company and the

  adequacy of risk mitigation, prevention, detection and reporting mechanisms;

• Review and recommend to the Board for approval, the contingency plan for specific risks;

• Review the Company's compliance level with applicable laws and regulatory requirements which may impact on Company's risk profile;

• Conduct periodic review of changes in the economic and business environment, including emerging trends

  and other factors relevant to the Company's risk profile;

• To have oversight functions over the Company's investment strategies;

• To recommend to the Board investment strategies in line with Investment Regulations issued by the Central Bank of Nigeria;

• To monitor and oversee the implementation of the Company's investment strategy;

• To establish the Company's investment objectives and policies;

• To determine an optimal investment, mix consistent with the risk profile approved by the Board of Directors;

• To ensure due diligence in the selection and approval of investments; and

• To review periodically the Company's investment policies and procedures.

• Handle any other issue referred to the Committee from time to time by the Board.

  The Head of Risk and Compliance of the Company presents regular briefings to the Committee at its meetings.

  The Committee is required to meet quarterly and additional meetings are to be convened as required. The Committee met two (2) times during the half-year financial period ended June 30, 2025.

  The Board Risk Management and Investment Committee comprised the following members during the half-year under review:

  S/NO	NAME	STATUS	DESIGNATION	Dates of Attendance
  1.	Mrs. C. N. Echeozo	Non-Executive Director	Chairman	27-Jan-2025 28-Apr-2025
  2.	Mr. J. K. O. Agbaje	Group Chief Executive Officer	Member	27-Jan-2025 28-Apr-2025
  3.	Mrs. H. L. Bouygues	Non-Executive (Independent) Director	Member	27-Jan-2025
  4.	Mr. A. I. Adeniyi	Executive Director	Member	27-Jan-2025 28-Apr-2025

  Board Audit Committee

  This Committee is tasked with the responsibility of setting and reviewing the Company's risk policies and has oversight of audit functions, without prejudice to the statutory Audit Committee established in compliance with CAMA, which is not considered a board committee.

  The Terms of Reference of the Board Risk Management and Audit Committee includes to:

• Evaluate the Group's internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework relative to the activities and risk profile of the Company and its Subsidiaries;

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

  and to ensure compliance with legal and agreed ethical requirements;

• Review the activities, findings, conclusions and recommendations of the external auditors relating to the Company's annual audited financial statements;

• Review the Management Letter of the External Auditor and Management's response thereto;

• Review the appropriateness and completeness of the Company's statutory accounts and its other published

  financial statements;

• Oversee the independence of the external auditors;

• Receive a summary of whistleblowing cases reported and the result of the investigation from the Head of

  Internal Audit;

• Handle any other issue referred to the Committee from time to time by the Board.

The Head of Internal Audit of the Company presents regular briefings to the Committee at its meetings.

The Committee meets quarterly and additional meetings are convened as required. The Committee met two

(2) times during the half-year financial period ended June 30, 2025.

The Board Audit Committee comprised the following members during the period under review: