Audited Financial Statement for the year ended 31 December 2024

Statements

?Rar ?né g1 °cerribe - 2C24

The financial statements of Jaiz Bank Plc comply with Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI), the applicable legal requirements of the Nigerian Securities and Exchange Commission regarding financial statements and are prepared in accordance with International Financial Reporting Standards, including financial statements adopted by the International Accounting Standards Board.

For ease of understanding, certain disclosures and certain prior year numbers have been presented to match current year numbers. Due to rounding, numbers shown in this document may not accurately reflect totals shown and percentages may not accurately reflect absolute numbers

This is the list of Directors who served in the Bank for the financial year ended 31 December 2024

Alh Mohammed Mustapha Bintube Muhammad Hadi Abdul Mutallab Alh. Mukhtar Sani Danladi Hanga* Alh. (Dr.) Musbahu M. Bashir** Alh. (Dr.) Muhammadu lndimi*** Mr. Seedy Mohammad Njie Ibrahim Mohammed lndimi

Alh. Tajudeen Dantata

Mal. Mustapha Ibrahim Ahmad Sa'adat Hamza Mohammed Dr. (Mrs.) Aisha Waziri Umar Dr. Abdullateef Bello

Dr. Haruna Musa (Phd) Alhassan Abdulkarim

Mr. AbdulFattah Olanrewaju Amoo****

* Retired May 2024

** Retired May 2024

*** Retired October 24, 2024

**** Resigned June 6, 2024

Mr. Shehu Mohammed FRC/2017/NBA/00000016416

Jaiz Bank House,

Plot 1073 J.S Tarka Street,

Garki Area 3

FCT Abuja, Nigeria

Chairman

Non- Executive Director (NED) Non- Executive Director (NED) Non- Executive Director (NED) Non- Executive Director (NED) Non- Executive Director (NED) Non- Executive Director (NED) Non- Executive Director (NED) Non- Executive Director (NED) Non- Executive Director (NED) Independent NED Independent NED

Managing Director/CEO Executive Director Executive Director

Jaiz Bank House,

Plot 1073 J.S Tarka Street,

Garki Area 3

FCT Abuja, Nigeria

Tel+234 9 460 (JAIZ) 5249

E-mail: info@jaizbank.ng https://www.jaizbankplc.com facebook.com/jaizbankplc twitter.com/ jaizbankplc instagram.com/ jaizbankplc

Africa Prudential Plc. (Formerly UBA Registrars Plc.) 220B lkorodu Road, Lagos.

https://africaprudential.com

Deloitte & Touche Civic Towers,

Plot GA1 Ozumba Mbadiwe Road, Victoria Island, Lagos, Nigeria https://www.deloitte.com/ng

Investor Relations

Jaiz Bank Plc has a dedicated investors' portal on its corporate website

which can be accessed via this link https://jaizbankplc.com/investor-relations/annual-report-and-accounts/

For further information please contact:

Jaiz Bank Plc.

Investor Relations Team investor.relations@jaizbankplc.com TIN=01355372-0001

A consummate Banker, Bintube holds a Bachelor of Science, Business Administration, Ahmadu Bello University, Zaria (1 981) and Advanced Diploma in Banking and Finance from Fin-Africa- Milan, Italy (1989). He was the pioneer MD/CEO Jaiz Bank Plc and the current Chairman/CEO, Buraq Capital Limited from 201 4 till date. Bintube is also the current Chairman, Board of Directors of Emerging Africa Trustees Limited from 2022 till date. He is equally the Chairman, Board of Directors of Neelds Realty from 2021 till date; and also, the Chairman, Qalam Travels and Tours from 2021 till date.

He was appointed Chairman, Board Credit & Governance Committee of the Bank of Industry (2017-2022); Chairman, Board Licensing and Regulatory Committee of the Nigeria Communications Commission (2010- 2015); Chairman, Board Finance & General Purpose Committee of the Nigerian Reinsurance Corporation (1991 -1993).

Bintube's almost three decades of banking career commenced as Principal Manager, Commercial Bank Credit Lyonnaise (1 989 - 1995); Asst. General I•1anager, Commercial Bank Credit lyonnaise (1995- 1997); Deputy General Manager, FSB International Bank (1997 - 1999); General Manager,FSB International Bank (1999- 2001).As he continued to build his career in the banking industry, Bintube was promoted to the rank of Executive Director, FSB International Bank (2001 2004) and later beMeen 2004-201 1, the MD/CEO, Jaiz International Plc (the SPV that set up Jaiz Bank).

Haruna Musa was appointed Managing Director/CEO of Jaiz Bank Plc on the 21 st of November 2023. He is a seasoned banker with over 27 years of cognate experience in banking across Nigeria and Africa. He is an alumnus of Ahmadu Bello University, Zaria, Bayero University, Kano, and Cranfield University, United Kingdom. He earned his Ph.D in Islamic Banking and Finance at the Universiti Utara in I'4alaysia.

At the Cranfield University, Haruna obtained an MSc. in Finance and Management (2008 - 2009). He received a Master*s Degree in Business Administration from Bayero University, Kano (1997 - 1998); a Post Graduate Diploma in Management earlier from the same University (1994 - 1995), while he holds a Bachelor of Agriculture from Ahmadu Bello University, Zaria. f1987 - 1991).

Haruna undertook extensive executive-level courses including Advanced I'4anagement Program from Wharton Business School, University of Pennsylvania, USA (2023); Making Corporate Boards More Effective - Harvard Business School, Harvard University, USA (2015); Positive Leadership Program - Michigan Ross Executive Education, USA (2014); General Management Program - Cranfield University, UK (2012). He is also an honourary member of the Chartered Institute of Rnnkr'r.s nf Nionrin ffilRN1.

Until his appointment as the substantive MD/CEO of Jaiz Bank Plc, he served as Executive Director with GT Bank for eight years, and garnered 22 years out of his 27 years' wealth of banking experience working for Guaranty Trust Bank Holding Company (GTCO) from March 2001- October 2023.

He commenced his banking profession as Banking Officer at United Bank for Africa Plc from June 1997 - December 1998 and served as a Senior Banking Officer at the FSB International Bank Plc between December 1998 and March 2001. Earlier, he worked at the Federal Ministry of Agriculture, Abuja, as Agricultural officer II from January 1993- June 1997.

In October 201 5, Haruna assumed the role of Executive Director & Head, Northeast & Public Sector, Abuja Divisions on the Board of GT Bank, a testament to his professionalism and exemplary competence.

He was also appointed as a Non- Executive Director with GT Bank (Cote D'lvoire Ltd) and Chairman of the Board Audit Committee from March 2015 to October 2023, where he contributed to the turn-around of the Bank from a loss position to consistent profitability.

Jaiz Bank's new MD/CEO's robust achievements include several commendation letters for selflessness and meritorious service from his previous employers.

Alhassan Abdulkarim is an Honorary Member of the Chartered Institute of Bankers in Nigeria (CIBN), a member of the Institute of Credit Administrators (ICA), Nigerian Institute of Management (NIM), Commodity Brokers Association of Nigeria (CBAN) as well as an Alumnus of Bayero University, Kano. He has 23 Years of cognate Banking experience which started as a Clearing Officer of Access Bank Plc. He has worked with Former Continental Trust Bank Ltd, Former Citizens International Bank Ltd and Guaranty Trust Bank Plc. His banking experience covers Operations, Relationship Management, I•1arketing, International Trade Finance, Structured Finance, Risk Management and Product Development.

Alhassan Abdulkarim has attended various local & foreign courses and workshops. He joined Jaiz Bank Plc. in 2012 as the Head of Corporate and Retail Banking before his deployment as Regional Manager Lagos & Southern Region in 201 9. He left Jaiz Bank Plc in 2021 following his appointment as Executive Director I'4arketing at Lotus Bank Ltd.

He is a representative of the Islamic Development Bank. Mr. Seedy Mohammed Njie holds a Masters' degree in Business Administration from the School of Oriental & African Studies, University of London. He is a fellow of the Association of Chartered Certified Accountant - UK as well as an Associate Professional Risk Manager amongst other professional certifications. Mr. Njie started his career in 1999 as an Assistant Audit Manager at Deloitte & Touche, the Gambia. He continued his career with Islamic Development Bank, Jeddah, Saudi Arabia in 2005, where he had served in different capacities of the Bank till date.

He has had 20 years work experience in Audit & Advisory services as well as Banking services. He also had versed knowledge of Islamic Finance having worked with the Islamic Development Bank for a period not less than 15 years.

NUHAF"Ifi4AD HADI ABDULfi4UTALLAB - Non-Executive Director

An economist at heart, Hadi is a dynamic businessman with an undying entrepreneurial spirit. Having concluded his undergraduate in Economics and Logistics, he capped his studies with a comprehensive MBA program with specialization in Islamic Finance.

He has 10 years meritorious working experience in banking, finance, maritime and technology firms have given him a deep and diverse perspective of the Nigerian business environment with a unique insight to identifying winning strategies, opportunities and spearheading their execution.

He currently manages a diverse portfolio with assets ranging from offshore support vessels, real estate, fintech and ecommerce companies and sits on the board of several blue chip companies including Barade Holdings Ltd and Jaiz Bank Plc.

His experience emanates from his participation on the board in several blue chip companies in the maritime, real estate and fledgeling start ups in the tech world wherein high-level and difficult, far reaching and strategic decisions are taken on a regular basis.

Ibrahim lndimi received a BSc in communications and information technology from Arab academy for science, technology and maritime Transport in Egypt. After which he proceeded to pursue BSc in petroleum engineering at the University of Tulsa in USA. He holds an MBA from Lynn University in Boca Raton, Florida. He annually attends leadership and management executive courses at Harvard University to keep up with the ever expanding international business

Ibrahim lndimi sits on the board of Oriental energy resources LTD as a non-executive director. He is also the founder and chairman of Farinciki group with business in construction, export/Import and manufacturing. He is MD of OER farms which owns north of 40,000 hectares of farmland spread across Kwara state, Edu state and Kogi state.

On the philanthropic side, Ibrahim lndimi is a board member of Muhammadu lndimi Foundation with focus on women and children health, food security and internally displaced persons in North East of Nigeria.

Foreign relations remain both his strength and passion which lead to his ever growing international network and acquaintances from Washington DC to Riyadh, Istanbul to Geneva. Middle East, The Arabian Gulf to Korea and china.

Mrs. Aisha Waziri Umar is a Legal Practitioner & Notary Public with over 23 years* experience across multiple sectors including law, banking, finance, public sector policy and administration. She is the founder of lnara Foundation, a non-governmental organization assisting victims of violence in the northeast of Nigeria.

Mrs. Umar is an advocate and promoter of special education in Nigeria and the proprietor of the Centre for Children with Special Needs in Abuja, a special school that caters for the learning needs of children and adolescents with physical and/or learning difficulties. She is a partner at Prodiverse Global, a legal and business advisory firm in Abuja.

Mrs. Umar graduated with a Law degree from the University of Buckingham, England, in 1987. She holds a Master of Laws (LL.M.) from the University of London and a Post-Graduate Diploma in Global Business from Oxford University's Said Business School. She earned her Doctorate from the University of West Scotland, where she conducted research on Nigeria's involvement with the WTO (World Trade Organization) Dispute Settlement system.

Dr. Abdullateef Bello obtained his Master*s and Doctor of Philosophy (D.Phil.) degrees in Applied Statistics from the University of Oxford, UK. He was awarded the prestigious international Rhodes Scholarship for exceptional ability, academic excellence, and performance that enabled him to complete his studies at Oxford and became the 10th Rhodes Scholar from Nigeria. He also attended the Management Development Programme of the Centre for Management Development, London Business School, UK.

As an international development banker, Dr. Bello served in different capacities -- including treasury (dealing room), operations, and research at the Islamic Development Bank (IDB), where he worked for over 24 years on various initiatives and themes including Islamic finance, data analytics, capacity development, strategies, policies, and emerging development issues facing member countries of IDB.

At IDB, he occupied three senior managerial positions simultaneously: Director of Economic Research and Policy; Director of Data Resources and Statistics; and the IDB Group Chief Librarian. He also attained the highest professional and technical position at the Bank. He began his career as a lecturer with the Federal University of Technology, Akure (Nigeria), and later became a software developer with the Numerical Algorithms Group (NAG), Oxford, UK.

In 2003, he won the highest and most coveted "IDB Award for Excellence in Performance", and authored, among others, "The role of Islamic finance in achieving Sustainable Development Goals (SDGs)".

As an international scholar, he served as a board member of several international bodies and initiatives including the boards of the Global Strategy to improve Agricultural and Rural Statistics (FAO), and Partnership in Statistics for Development in the 21 st Century (PARIS21) as well as a member of lFSB's Taskforce on Prudential Islamic Finance

Dr. Bello has travelled extensively to more than 40 countries representing IDB at various conferences and initiatives.

ALHAJI TAJUDDEEN AMINU DANTATA

Alhaji Tajuddeen Aminu Dantata, a renowned business personality with over 2 decades of multi-sectorial experience, has been appointed a Non-Executive Director on the Board of Jaiz Bank Plc.

Alhaji Tajuddeen Aminu Dantata holds an Associate of Business Executive Certificate from West London College, United Kingdom, and is an alumnus of Manaret College, Jeddah, Saudi Arabia. His experience spreads across diverse fields of endeavors inclusive of Banking and Finance, Petroleum, Oil and Gas, Real Estate, Power, Aviation and Sales.

He has attended strategic training programs including: Petroleum Technology & Operations Overview, Houston Texas, USA; Risk I Management in Islamic Finance Institutions, Jeddah Saudi Arabia; Leadership in Islamic Finance, Jeddah Saudi Arabia; Board effectiveness in Islamic Financial Institution, Madinah, Saudi Arabia.

Prior to this appointment, Alhaji Tajudeen Aminu Dantata was the Group Managing Director/CEO of Dantata Organization Limited. He also sits on the Board of some eminent Nigerian companies in the capacity of Chairman or Director. These include, Kano Electricity Distribution Company (KEDCO), Cement Company of Northern Nigeria (CCNN), Electric Meter Company of Nigeria (EMCON) and I'4TN among others. He is widely travelled and has presented various papers with specialty in providing business solutions.

For leisure, Alhaji Tajuddeen enjoys his time off by playing Polo - a sport for which he is very passionate and has won numerous honours.

Sa'adatu Hamza Mohammed is an alumnus of Ahmadu Bello University, Zaria and the Nigerian Law School where she begged her LL.B degree and B.L qualifications respectively.

She possesses 30 years' cognate experience spanning legal practice, banking operations and business development. She began her banking career in 1995 as an Operations Officer in the defunct Habib Bank and rose to the position of Regional Manager with the same bank which later became Bank PHB and now Keystone Bank Limited.

Sa'adatu has extensive exposure in marketing, relationship management, branch & regional management, credit risk and foreign operations.

She is a member of the Nigerian Bar Association and Institute of Chartered Economists of Nigeria and has attended several strategic training programs including Fundamentals of Islamic Banking and Finance.

Prior to her appointment, she was a General Manager at Althani Group of Companies Limited.

Mallam Mustapha Ibrahim Ahmad, a Chartered Accountant, is a 1989 Honours Degree Accounting graduate from the Ahmadu Bello University (ABU), Zaria. He is a Fellow of the Institute of Chartered Accountants of Nigeria (FCA), Chartered Institute of Taxation of Nigeria (FCIT}, Corporate Treasurers Association of Nigeria (FCTN) and Member of the Nigerian Institute of Management (Chartered) (UNIM).

He began his career in Continental Marchant Bank in 1989 and moved to Afribank International Limited in 1993 where he rose to the rank of Chief Finance Officer.

In 1997, he joined International Trust Bank Limited as Chief Finance Officer and thereafter worked with First Bank of Nigeria between 2002 and 2006 as Deputy Treasurer.

He possesses over 34 years' cognate work experience spanning Internal Control; Financial Reporting & Compliance; Planning, Budgeting & Performance Management; Procurement; Global Markets; Treasury Management & Corporate Finance; Global Trade Services; Risk Management; Corporate Strategy; HR; and ERP implementation for both Banking and Manufacturing domains.

He has attended several local and foreign professional training courses.

Prior to this appointment, Mustapha Ibrahim Ahmad was the Group Treasurer and Ag. Group Chief Finance Officer at Dangote Industries Limited.

Prof. Abdulazeem Abozaid is the current Chairman of the Advisory Committee of Experts (ACE) of Jaiz Bank. He assumed this role in September 2023. Prof. Abozaid is a Syrian national and presently works as a Professor of Islamic Finance at the College of Islamic Studies, Hamad Bin Khalifa University, Doha, Qatar. He holds a PhD and a Master's in Islamic Financial Law from Damascus University, a BA in Arabic Literature, English Literature, and Islamic Law, and a Higher Diploma in Islamic Law and Human Sciences.

Prof. Abozaid serves as a Shariah advisor to Five Pillars and Methaq Takaful Insurance and has previously been a member of various Boards, including Oman Arab Bank and RHB Islamic Bank. His research interests lie in the fields of Islamic Law, Islamic Finance and Islamic Banking. He has also taught at the International Islamic University in Malaysia and authored many books, articles, and journal entries on Shariah and Islamic finance.

Moreover, Prof. Abozaid is an active participant in conferences around the world and leads seminars and workshops on Shariah and Islamic finance.

Ahmad Bello Dogarawa is a Professor at the Department of Accounting, Ahmadu Bello University (ABU) Zaria, Nigeria. He obtained a Bachelor in Business Administration, Masters in Banking & Finance, Master of Science and Doctorate in Accounting & Finance.

In addition to the academic degrees he obtained, he holds a Certificate in Islamic Religious Sciences, Da'awah and Islamic Economics from Al-Azhar University, Cairo. He was a former Head of Department of Accounting and Deputy Dean of Ahamdu Bello Univeristy Business School. He is a founding member of League of Scholars, Imams and Preachers in the Sahel.

Dogarawa has published over 50 articles in peer-reviewed academic journals(local and international), presented over 100 papers at local and international conferences/symposia, and supervised to completion 27 l•1.Sc. dissertations and 18 PhD theses. He has authored six Islamic books and is the lead author of "Introduction to Islamic Finance" book. He has travelled throughout Nigeria and some countries to present papers, give sensitisation lectures and conduct workshops on various topical issues that include various aspects of Islamic banking and finance; Islamic epistemology and integration of knowledge; institutions of Zakah and Waqf; Islamic perspective of economic empowerment, investment and poverty eradication; and Maqaasid Ash-Shari'ah. He has also participated in the training of members of various religious and social groups in Nigeria and bevond.

SHAIKH ABDULWAHAB

Shaikh Abdulwahab is a renowned Islamic Scholar and preacher who has spent major part of his life in teaching and preaching of Islam. Together with Late Shaikh Ja'afar Mahmud Adam, they have contributed immensely in creating Islamic awareness within and outside the countrv.

He is a graduate of Darul Hadith in Makkah and Islamic University of Madinah, Kulliyatul Hadith Wa Darasat al Islam wa (Faculty of Hadith and Islamic Knowledge). He is the Chairman of Bin Baz Foundation, member, Shari'ah Commission of Zamfara State and member, National Supreme Council for Islamic Affairs (NSCIA).

As part of his efforts towards propagation and development of Islam, Shaik Abdulwahab has written several books on various topics including but not limited to Fatwa on Marriage and Divorce, Fatwa on Bid'a (innovation), issues of Hisba, Fatwa on Hajj fnilerimaeeJ. Fatwa on Fasting among others.

Some of his activities include weekly preaching at Usman Bin Allan Mosque Gadon Kaya, Weekly preaching for women and Sahihul Bukhari at Sharada, Fatwa with Radio Kano and a weekly program with the popular Sunnah TV. The Sheikh is married with children.

Dr Warshu Tijjani Rabi'u joined the Advisory Committee of Experts of the Bank in 2023. He holds a Bachelor's degree in Islamic Law from the International University of Africa (IUA) in Sudan and a Master's and PhD in Islamic Law from the Institute of Islamic Sciences and Research at Sudan University of Science and Technology. He currently serves as a Senior Lecturer in the Department of Islamic Studies and Shari'ah at Bayero University in Kano, where he teaches courses such as Islamic Law of Mu'amalat, Comparative Fiqh, Reasons for Juristic Differences, and Islamic Laws of Wasiyyah and Waqf.

From 2016 to 2022, Warshu worked as the Deputy Director of Research and Publications at the International Institute of Islamic Banking and Finance (IIIBF) at Bayero University. He currently serves as the Lead Consultant for the Palladium Lafiya Programme on Ethical Health Financing (EHF).

Dr Warshu has established connections with international Islamic finance players and key stakeholders, enabling him exposure to the industry's latest developments as he fulfils his role as Deputy Director.

He is a certified Financial Literacy Trainer by the Central Bank of Nigeria (CBN). He is also a Certified Shari'ah Advisor and Auditor (CSAA) by the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI). He is a member of the Association of Zakat and Waqf Operators in Nigeria (AZAWON). Dr Warshu serves as a member of the Advisory Council of Experts (ACE) for Noor Takaful Insurance Ltd. Additionally, he is the founder and CEO of S&P Universal Investment Limited and the founder and chairman of Yusfa Consult.

His research interest is in the areas of Islamic Jurisprudence, Islamic Finance, and Islamic Social Finance.

Haruna Musa was appointed Managing Director/CEO of Jaiz Bank Plc on the 21st of November 2023. He is a seasoned banker with over 27 years of cognate experience in banking across Nigeria and Africa. He is an alumnus of Ahmadu Bello University, Zaria, Bayero University, Kano, and Cranfield University, United Kingdom. He holds a

At the Cranfield University, Haruna obtained an MSc. in Finance and Management (2008 - 2009). He received a Master's Degree in Business Administration from Bayero University, Kano (1997 - 1998); a Post Graduate Diploma in Management earlier from the same University (1994- 1995), while he holds a Bachelor of Agriculture from

Haruna undertook extensive executive-level courses including Advanced Management Program from Wharton Business School, University of Pennsylvania, USA (2023); Making Corporate Boards More Effective - Harvard Business School, Harvard University, USA (2015); Positive Leadership Program - Michigan Ross Executive Education. USA f2014): General Management Program - Cranfield Universitv. UK f2012). He is also an honorarv

Until his appointment as the substantive MD/CEO of Jaiz Bank Plc, he served as Executive Director with GT Bank for eight years, and garnered 22 years out of his 27 years' wealth of banking experience working for Guaranty Trust Bank Holding Company (GTCO) from March 2001- October 2023.

He commenced his banking profession as Banking Officer at United Bank for Africa Plc from June 1997 -December 1 998 and served as a Senior Banking Officer at the FSB International Bank Plc beMeen December 1 998 and March 2001. Earlier, he worked at the Federal Ministry of Agriculture, Abuja, as Agricultural officer II from

In October 2015, Haruna assumed the role of Executive Director & Head, Northeast & Public Sector, Abuja Divisions on the Board of GT Bank, a testament to his professionalism and exemplary competence.

He was also appointed as a Non- Executive Director with GT Bank (Cote D'lvoire Ltd) and Chairman of the Board Audit Committee from March 2015 to October 2023, where he contributed to the turn-around of the Bank from a

Jaiz Bank's new MD/CEO's robust achievements include several commendation letters for selflessness and meritorious service from his previous employers.

Alhassan Abdulkarim is a bona fide member of four reputable organisations including the Chartered Institute of Bankers of Nigeria (CIBN), Institute of Credit Administrators (ICA), Nigeria Institute of Management (NIM), Commodity Brokers Association of Nigeria (CBAN), was employed following his trajectory of protracted service in

Alhassan holds a Master's Degree in Islamic Banking and Finance; a Master's Degree in Business Administration with specialization in Finance and Investment; a Postgraduate Diploma in Management from Bayero University

He also possesses personal and excellent skills in products and services management, advanced credit skills, business evaluation and investment packaging, budgeting, team and general leadership skills.

Alhassan's 23 years of cognate experience in Executive and Senior positions in different Banks across Nigeria, accorded him the leadership and team management skills in Islamic Banking, Product Development and Structured Finance. He was appointed into the Board of Jaiz Bank on March 1st, 2023. Prior to joining Jaiz Bank plc in 2012, He worked with Infectious Disease Hospital Kano 1997 - 1998, Access Bank Plc 1999 - 2001 and 2011 -2012, Continental Trust Bank 2001 - 2003, Citizens Bank International limited 2003 - 2005 and Guaranty Trust Bank 2005 -2011.

The ED North had also acquired broad experience in Banking Operations; Commercial and Corporate Banking; Credit Packaging and Financial Analysis; International Trade Finance; Customer Service and Relationship Management.

NOHAI•II•IED SHEHU (COMPANY SECRETARY)

Mr. Shehu Mohammed is a Legal Practitioner with over 25 years' experience in the Legal profession with sound knowledge of Litigation Management, Company Secretariat functions, Corporate Governance, and good communication skills. He is an Alumnus of the prestigious Ahmadu Bello University, Zaria, Bayero University Kano and the Nigerian Law School. He is a member of the Nigerian Bar Association (NBA), the Institute of Chartered

He started his Banking Career in 2001 with NUB International Bank Ltd as Legal Officer and later became Assistant Company Secretary/Legal Adviser. Upon consolidation of Banks in 2006, He worked in FinBank Plc and subsequently, FCMB and Fin Insurance Ltd where he held positions of Acting Group Head Legal and Substantive Company Secretary/Legal Adviser respectively. In February 2017, he was appointed Company Secretary of Unity Bank Plc, which position he held until end of the year 2019. He later joined Al-Fiil Legal Consult as the Managing

He has attended many trainings including Anti-Money Laundering, Drug Abuse/Combatting Financing of Terrorism, Securities and Credit Documentation in Banks, Board Leadership Development Programme for Independent Directors; Responsibilities of Independent Directors on the Board, Responsibilities of the Board in relation to Information Technology and Cyber Security, Company Secretaries Forum - Dubai, Companies and

As Chief Compliance Officer at Jaiz Bank Plc, Mr. Bello's responsibilities include the provision of operational and advisory support in the development and implementation of compliance strategies and processes and establishing strong compliance culture and standards in accordance with industry and global best practices and

He has gained two decade's experience in financial control, fund management, relationship management, compliance and risk management. He commenced his career at Saro Agro Sciences Limited in 2004 as an Accountant, and then progressed to the role of Financial Controller at Stanbic IBTC Pension Managers Ltd, gaining a mass of expertise in risk and compliance, stockbroking, and fund management, in a variety of positions. In 2009, he became the Head of the Relationship Management Desk for Foreign Stockbroking clients. He left Stanbic IBTC Group to join CitiBank Nigeria as a Compliance Manager focusing on CitiBank's International Personal Bank's compliance in Nigeria and EMEA. Before joining Jaiz Bank Plc, he served as the Chief Compliance

He holds a Bsc Accounting from Ahmadu Bello University Zaria, an MBA from Warwick Business School and is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), Fellow of Compliance Institute Nigeria, as well as an Associate Certified Anti-Money Laundering Specialist (ACAMS)

Mr. Mohammed Haruna Wanka has over 23 years working experience in Multinational Organizations. He possesses a strong understanding and knowledge of Information Technology. Prior to Jaiz Bank Plc in 2024, He worked at First Bank 2004 - 2007, Guaranty Trust Bank 2008- 2009, Aso Savings 2009 - 2017 and Premium

He holds B.Tech. Mathematics with Computer Science and a Master's in Business Administration with specialization in Accounts & Finance. Mr. Wanka is a Fellow Certified Institute of Pension (FCIP), Chartered IT Professional (CITP), Fellow British Computer Society (FBCS), Fellow Institute of Credit Administration (FICA), IT Business Manager Certification (ITBMC) awarded by Belmont University USA, MDE Enterprises Inc USA, Oracle 10g Certified Professional Database Administrator (OCP), IBM Certified Specialist eserver P-Series ArJministratinn anrl Sunnnrt fnr AIX 'SL VG.ñ anrl Oracle gi CertifierJ Prnfesninnal Datahane ArJministratnr fOCP).

PROFILE OF SENIOR MANAGENENT - continued

As the Chief Financial Officer, Mr. Oseni leads the financial strategy and operations of the Bank, overseeing accounting and financial reporting. With over 25 years of extensive banking experience in treasury operations and financial control, he brings a wealth of expertise in driving financial performance and regulatory compliance.

Prior to joining Jaiz Bank, Mr. Oseni built a diverse career across leading financial institutions. He started at Crusader Insurance (Nig) Plc in 1997 before moving to PricewaterhouseCoopers, where he gained invaluable auditing and consulting experience. His banking career spans Oceanic Bank, NNB International Bank Plc, and

A graduate of the University of Lagos with a B.Sc in Actuarial Science, Mr. Oseni is also a distinguished member of the Institute of Chartered Accountants of Nigeria, further solidifying his credentials as a financial expert.

Mrs. Abdullahi is 51 years old with over 23 years of banking experience in Operations and Business Development. Prior to joining Jaiz Bank Plc in 2011, she had worked with Guaranty Trust Bank 2000-2011 and Government

Mrs. Abdullahi has a B.A in Mass Communication, M.Sc in Mass Communication and Professional Masters in Islamic Banking and Finance. Mrs. Abdullahi has a plethora of certifications including; the CIBAFAFI Certified Islamic Banker, Kingdom of Bahrain; the CIMC Chartered Management Consultant, USA; the Institute of Financial Consultants, Certified Financial Consultant in Islamic Finance Canada; The Institute of Management Specialists-Fellow United Kingdom.

Directors' Report

Report of the Directors for the year ended 31 December 2024

The Directors present their report on the affairs of Jaiz Bank Plc ('the Bank"), together with the audited financial statements and independent auditors' report for the year ended 31 December 2024.

1. LEGAL FORM AND PRINCIPAL ACTIVITY

   In 2003, the Bank was established as a public limited liability company and was granted a regional license to function as a non-interest commercial bank on November 10, 201 1. Operations officially commenced on January 6, 2012. The Central Bank of Nigeria later issued a National Banking license to the Bank in May 2016. Subsequently, on February 10, 2017, the Bank's shares were officially listed on the Nigerian Stock Exchange.

2. OPERATING RESULTS

   DETAILS

   Gross Earnings

   Profit Before Income Tax Income Tax (Expense)/Credit Profit for the year

   Earnings per Share

   2024

   N'000

   82 874 821

   24 444 875

   (960 624)

   23 484 251

   2023

   N'000

   44 431 968

   11 053 595

   183 592

   11 237 187

   Basic & Diluted Earnings per share(kobo)

3. BUSINESS REVIEW AND FUTURE DEVELOPMENT

   66.38 kobo 32.53 kobo

   The Company carried on as a non-interest commercial bank in the year under review in accordance with its Memorandum and Articles of Association. A comprehensive review of the business for the year and prospects for the ensuing year is contained in the Managing Director's Report.

4. Directors

   1. Directors' Remuneration

      The Bank ensures that remuneration paid to its Directors and Managers complies with the provisions of the Code of Corporate Governance issued by its regulators. In compliance with Section 34(5) of the Code of Corporate Governance for Public Companies as issued by the Securities and Exchange Commission, the Bank makes disclosure of the remuneration paid to its directors as follows:

      Type of package Fixed	Description	Timing
      Basic Salary	Part of gross salary package for Executive Directors only. This reflects the banking industry competitive salary package and the extent to which the Bank's objectives have been met for the financial year.	Paid Monthly during the financial year
      Other allowances	Part of gross salary package for Executive Directors only. This reflects the banking industry competitive salary package and the extent to which the Bank's objectives have been met for the financial year.	Paid at periodic intervals during the financial year.
      Performance Based Pay	Paid to Executive Directors/other staff and tied to performance of the line report. It is also a function of the extent to which the Bank's objectives have been met for the financial year.	Paid annually in arrears.
      Director fees Sittingallowances	Paid annually to Non Executive Directors only. Allowances paid to Non-Executive DirectOFS only, for attending Board and Board Committee Meetings.	Paid annually in arrears. Paid after each Meeting.

      Directors' Report - continued

   2. Changes on the Board

      Resignations on the Board

      Abdulfattah Amoo resigned as the Executive Director of the Bank on June 6, 2024

      • Retirements on the Board

        Alh. (Dr.) Musbahu M. Bashir (effective May 2024), Alh. Mukhtar Sani Danladi Hanga (effective May 2024) and Alh. (Dr.) Muhammadu lndimi (effective October 2024) retired from the Board after completing their tenure as Non-Executive Directors of the Bank.

        Appointments on the Board

        The Board appointed Alh. Tajuddeen Aminu Dantata as Non-Executive Director effective from July 19, 2024. His appointment has been approved by the Central Bank of Nigeria and would be presented to shareholders for approval at the Annual General Meeting.

        The Board also appointed Sa'adat Hamza Mohammed as a Non-Executive Director of the Bank effective from August 16, 2024. His appointment has been approved by the Central Bank of Nigeria and would be presented to shareholders for approval at the Annual General Meeting

        The Board also appointed Mustapha Ahmad Ibrahim as a Non-Executive Director of the Bank effective from October 3, 2024. His appointment has been approved by the Central Bank of Nigeria and would be presented to shareholders for approval at the Annual General Meeting.

        Profile of Tajuddeen Aminu Dantata

        Alhaji Tajuddeen Aminu Dantata, a renowned business personality with over 2 decades of multi-sectorial experience, has been appointed a Non-Executive Director on the Board of Jaiz Bank Plc. He holds an Associate of Business Executive Certificate from West London College, United Kingdom, and is an alumnus of Manaret College, Jeddah, Saudi Arabia. His experience spreads across diverse fields of endeavors inclusive of Banking and Finance, Petroleum, Oil and Gas, Real Estate, Power, Aviation and Sales.

        He has attended strategic training programs including: Petroleum Technology & Operations Overview, Houston Texas, USA; Risk Management in Islamic Finance Institutions, Jeddah Saudi Arabia; Leadership in Islamic Finance, Jeddah Saudi Arabia; Board effectiveness in Islamic Financial Institution, Madinah, Saudi Arabia.

        Prior to this appointment, Alhaji Tajudeen Aminu Dantata was the Group Managing Director/CEO of Dantata Organization Limited. He also sits on the Board of some eminent Nigerian companies in the capacity of Chairman or Director. These include, Kano Electricity Distribution Company (KEDCO), Cement Company of Northern Nigeria (CCNN), Electric Meter Company of Nigeria (EMCON) and MTN among others. He is widely travelled and has presented various papers with specialty in providing business solutions.

        For leisure, Alhaji Tajuddeen enjoys his time off by playing Polo - a sport for which he is very passionate

        and has won numerous honours.

        Directors' Report - continued Profile of Sa'adat Hamza Mohammed

        Sa'adatu Hamza Mohammed is an alumnus of Ahmadu Bello University, Zaria and the Nigerian Law School where she begged her LL.B degree and B.L qualifications respectively. She possesses 30 years' cognate experience spanning legal practice, banking operations and business development. She began her banking career in 1995 as an Operations Officer in the defunct Habib Bank and rose to the position of Regional Manager with the same bank which later became Bank PHB and now Keystone Bank Limited.

        Sa'adatu has extensive exposure in marketing, relationship management, branch & regional management, credit risk and foreign operations. She is a member of the Nigerian Bar Association and Institute of Chartered Economists of Nigeria and has attended several strategic training programs including Fundamentals of Islamic Banking and Finance.

        Prior to her appointment, she was a General Manager at Althani Group of Companies Limited.

      • Profile of Mustapha Ibrahim Ahmad

        Mallam Mustapha Ibrahim Ahmad, a Chartered Accountant, is a 1989 Honours Degree Accounting graduate from the Ahmadu Bello University (ABU), Zaria. He is a Fellow of the Institute of Chartered Accountants of Nigeria (FCA), Chartered Institute of Taxation of Nigeria (FCIT), Corporate Treasurers Association of Nigeria (FCTN) and Member of the Nigerian Institute of Management (Chartered) (MNIM).

        He began his career in Continental Marchant Bank in 1989 and moved to Afribank International Limited in 1993 where he rose to the rank of Chief Finance Officer. In 1997, he joined International Trust Bank Limited as Chief Finance Officer and thereafter worked with First Bank of Nigeria beMeen 2002 and 2006 as Deputy Treasurer.

        He possesses over 34 years' cognate work experience spanning Internal Control; Financial Reporting & Compliance; Planning, Budgeting & Performance Management; Procurement; Global Markets; Treasury Management & Corporate Finance; Global Trade Services; Risk Management; Corporate Strategy; HR; and ERP implementation for both Banking and Manufacturing domains. He has attended several local and foreign professional training courses.

        Prior to this appointment, Mustapha Ibrahim Ahmad was the Group Treasurer and Ag. Group Chief Finance Officer at Dangote Industries Limited.

   3. Directors Retiring by Rotation

      In accordance with the provisions of the Companies & Allied Matters Act, Mr. Seedy Njie, Alhassan Abdulkarim and Alh. Muhammad Hadi Abdulmutallab hereby retire by rotation. Being eligible, Mr. Seedy Njie, Alhassan Abdulkarim and Alh. Muhammad Hadi Abdulmutallab hereby presents themselves for re-election. A record of attendance at the Board and Board Committee meetings by Mr. Seedy Njie, Alhassan Abdulkarim and Alh. Muhammad Hadi Abdulmutallab is contained in the Corporate Governance section of this report.

   4. Notification of Attainment of Seventy (70) Years of Age

      In accordance with the provisions of the Companies & Allied Matters Act, the Directors hereby announce that no Director attained the age of seventy (70) years during the period.

   5. Directors Fees

The Board of Directors hereby retain their fees as approved at the last General Meeting.

The direct and indirect interests of directors in the issued share capital of the Bank 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 (CAMA) 2020 and the listing requirements of the Nigerian Stock Exchange are stated below:

31 DECEMBER 2024

6/N Directors

Direct Indirect

20 000 00 7

'' ''''st. & Sec Co' Ltd)

Direct Indirect

4/93 1s 43 3 ' "

ACQUISITION OF OWN 6HARES

The shares of the Bank are held in accordance with the Anicles of Association of the Bank. The Bank has no beneficial interest in any of its shares.

EMPLOYMENTANDEMPLOYEES

b. Employment Potioy

The Company's recruitment poticy, which is based solely on merit, does not discriminate against any person on the grounds of Religion, Tribe, or Physical Disability

HeatthSaCuyandWeCaeatWork

The Bank operates a créche facility at its Head Office for its staff with plans to extend to other locations in due course. We actively promote wellness of our employees and have provided a plan in line with the Pension Reform Act for its employees.

d. Gender Analysis

P sT eALAncE snEET EvEnTs

There were no post balance sheet events which could have a material effect on the state of affairs of the Company as at 31 December 2024 or the profit for the year ended on that date that have not been adequately provided for or disclosed.

The shareholding pattern of the Bank as at 31 December, 2024

Audited Financial Statements For the year ended 31 December 2024

Directors' Report - continued

SUBSTANTIAL SHAREHOLDERS

According to the register of members at 31 December, 2024, the following shareholders held more than 5.096 of the issued share capital of the Bank:

We wish to declare that the Bank has diverse shareholding structures, and that no other individual(s) or entity(ies) holds above 596 of the Bank's issued and fully paid shares except as disclosed above.

SHAREWOLDlNG£nSTORY

Authorized Share Capital Increase Issued & Fully Paid Capital Increase

'ShareSpJt#omN1.00perSharetoN0.50k

d2 DONATlONSANDSPONSORS£nP

Information relating to the Company's Assets is detailed in the Notes to the Financial Statements.

Pursuant to Section 404 (7) of the Companies and Allied Matters Act, (CAMA) 2020, the Company has in place an Audit Committee comprising three shareholders and two directors as follows:

Alhaji Shehu fdohammed, FCA Shareholder Representative -Chairman Alhaji Ibrahim Larval Ozomata Shareholder Representative

Alhaji Mohammed Gulani Shuaibu Shareholder Representative Dr. Aisha Waziri Umar Non-Executive Director Alhaji Ibrahim lndimi

The functions of the Audit Committee are as laid down in Section 404 (7) of CAI'4A 2020.

1s AuoiToRs

fdessrs. Deloitte have indicated their willingness to continue in office and will do so in accordance with Section 401 (2) of the Companies and Allied flatters Act (CAMA) 2020 and Section 20.2 of the Nigerian Code of Corporate Governance 2018.

BYORDEROFTHEBOARD

rionaririEo snEnu

FRC/2017/NBA/00000016416

Company Secretary/Legal Adviser

Plot 1073 J.S. Tarka Street Area 3, Garki, Abuja Federal Capital Territory

Aadited riliancial Statements For the year ended 31 December 2024

CORPORATE GOVERNANCE REPORT

The Board of Jaiz Bank Plc ('the Bank') is pleased to present the Corporate Governance Report for the Year Ended December 3J, 2024. The report provides insight into the Bank's governance framework and key activities of the Board during the reporting year.

Introduction

The Board underscores the paramount importance of Corporate Governance in fostering the development of a resilient and enduring organization. We firmly believe that the attainment of effective governance hinges on cultivating a culture steeped in transparency and openness, both within the dynamic interplay of Management and the Board and in the interactions with our esteemed shareholders.

To uphold the highest standards, the Board is dedicated to perpetual adherence to the stipulations set forth in the Code of Corporate Governance for Banks and Discount Houses in Nigeria, as promulgated by the Central Bank of Nigeria ("the CBN Code"), the Code of Corporate Governance for Public Companies articulated by the Securities and Exchange Commission (SEC), and the rigorous Post-Listing Requirements mandated by the Nigeria Stock Exchange.

As part of our commitment to continuous improvement, the Bank undergoes an exhaustive Annual Board Appraisal, meticulously evaluating the Board's duties, procedural frameworks, interrelationships, structural aspects, and composition. This thorough assessment is conducted with the invaluable insights of an independent consultant, Messrs. Muregi Associates. Their comprehensive review and insightful recommendations are encapsulated in the Annual Report, ensuring transparency and accountability. Shareholders will have the opportunity to deliberate on these findings during the Annual General Meeting, thereby reinforcing our unwavering dedication to robust corporate governance practices.

The Bank's Board is a distinguished assembly of seasoned professionals equipped with the requisite skills, knowledge, and experience necessary to contribute independent judgment to the deliberations and decisions of the Board. At the helm of the Board is the Chairman, leading a contingent of 11 members, comprising 9 Non-Executive Directors and 2 Executive Directors. Within this framework, two of the Non-Executive Directors assume the crucial role of Independent Directors, their appointments meticulously aligned with the criteria stipulated by the Central Bank of Nigeria's Guideline on Independent Directors of Banks in Nigeria. Throughout the course of the year, the Board experienced changes, with 6 Directors retiring or resigning from their positions.

It is noteworthy that the positions of Managing Director and Chairman are distinct, each held by separate individuals with clearly defined roles. This organizational structure underscores the Board's commitment to governance principles that foster accountability, transparency, and effective decision-making.

S/N NAI'4ES

1. Alh. Mohammed Mustapha Bintube

2. Alh. Mukhtar Sani Danladi Hanga*

3. Alh. (Dr.) Musbahu M. Bashir*

1. Mr. Seedy Mohammed Njie

2. Alh. Muhammad Hadi Abdulmutallab

3. Alh. Ibrahim Mohammed lndimi

4. Alh. Tajuddeen Aminu Dantata*

5. Mustapha Ibrahim Ahmad*

6. Haj. Sa'adat Hamza Mohammed*

7. Dr. Abdullateef Bello

8. Mrs. Aisha Waziri Umar

9. Haruna Musa Ph.D.

10. Mr. Alhassan Abdulkarim

11. Mr. AbdulFattah Olanrewaju Amoo*

DESIGNATION

Chairman

Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Independent Director Independent Director Manaeine Director/CEO Executive Director Executive Director

*Alh. (Dr.) Musbahu Bashir retired as Non-Executive Director on May 8, 2024

*Alh Mukhtar Sani Danladi Hanga retired as Non-Executive Director on May 8, 2024

*Alh. (Dr.) Muhammadu lndimi retired as Non-Executive Director on October 24, 2024

*Alh. Tajuddeen Aminu Dantata was appointed as Non-Executive Director effective July 19, 2024

* Haj. Sa'adat Hamza Mohammed was appointed as Non-Executive Director effective August 16, 2024

* Mai. Mustapha Ibrahim Ahmad was appointed as Non-Executive Director effective October 3, 2024

*Mr. Abdulfattah Amoo resigned as Executive Director effective June 6, 2024

Audited financial Statements For the year ended 31 December 2024

Board Changes

*Resignation on the Board

"Mr. Abdulfattah Amoo resigned as Executive Director effective June 6, 2024

*Retirements on the Board

Alh. (Dr.) Musbahu M. Bashir (effective May 2024), Alh. Mukhtar Sani Danladi Hanga (effective May 2024) and Alh. (Dr.) Muhammadu lndimi (effective October 2024) retired from the Board after comDletine their tenure as Non-Executive Directors of the Bank.

*Appointments on the Board

The Board appointed Alh. Tajuddeen Aminu Dantata as Non-Executive Director effective from July 19, 2024. His appointment has been approved by the

Central Bank of Nigeria and would be presented to shareholders at the Annual General Meeting.

The Board appointed Sa'adat Hamza Mohammed as a Non-Executive Director of the Bank effective from August 16, 2024. Her appointment has been approved by the Central Bank of Nigeria and would be presented to shareholders at the Annual General Meeting.

The Board also appointed Mustapha Ahmad Ibrahim as a Non-Executive Director of the Bank effective from October 3, 2024. His appointment has been approved by the Central Bank of Nigeria and would be presented to shareholders at the Annual General Meeting.

*Profile of Tajuddeen Aminu Dantata

Alhaji Tajuddeen Aminu Dantata, a renowned business personality with over 2 decades of multi-sectorial experience, has been appointed a Non-Executive Director on the Board of Jaiz Bank Plc. He holds an Associate of Business Executive Certificate from West London College, United Kingdom, and is an alumnus of Manaret College, Jeddah, Saudi Arabia. His experience spreads across diverse fields of endeavors inclusive of Banking and Finance, Petroleum, Oil and Gas, Real Estate, Power, Aviation and Sales.

He has attended strategic training programs including: Petroleum Technology & Operations Overview, Houston Texas, USA; Risk Management in Islamic Finance Institutions, Jeddah Saudi Arabia; Leadership in Islamic Finance, Jeddah Saudi Arabia; Board effectiveness in Islamic Financial Institution, Madinah, Saudi Arabia.

Prior to this appointment, Alhaji Tajudeen Aminu Dantata was the Group Managing Director/CEO of Dantata Organization Limited. He also sits on the Board of some eminent Nigerian companies in the capacity of Chairman or Director. These include, Kano Electricity Distribution Company (KEDCO), Cement Company of Nonhern Nigeria (CCNN), Electric Meter Company of Nigeria (EMCON) and MTN among others. He is widely travelled and has presented various papers with specialty in providing business solutions.

For leisure, Alhaji Tajuddeen enjoys his time off by playing Polo - a spon for which he is very passionate and has won numerous honours.

*Profile of Sa'adat Hamza Mohammed

Sa'adatu Hamza Mohammed is an alumnus of Ahmadu Bello University, Zaria and the Nigerian Law School where she begged her LL.B degree and B.L qualifications respectively. She possesses 30 years' cognate experience spanning legal practice, banking operations and business development. She began her banking career in 1995 as an Operations Officer in the defunct Habib Bank and rose to the position of Regional Manager with the same bank which later became Bank PHB and now Keystone Bank Limited.

Sa'adatu has extensive exposure in marketing, relationship management, branch & regional management, credit risk and foreign operations. She is a member of the Nigerian Bar Association and Institute of Chartered Economists of Nigeria and has attended several strategic training programs including Fundamentals of Islamic Banking and Finance.

Prior to her appointment, she was a General Manager at Althani Group of Companies Limited.

*Profile of l'•lustapha Ibrahim Ahmad

Mallam Mustapha Ibrahim Ahmad, a Chartered Accountant, is a 1989 Honours Degree Accounting graduate from the Ahmadu Bello University (ABU), Zaria. He is a Fellow of the Institute of Chanered Accountants of Nigeria (FCA), Chartered Institute of Taxation of Nigeria (FCIT), Corporate Treasurers Association of Nigeria (FCTN) and Member of the Nigerian Institute of Management (Chartered) (MNIM).

He began his career in Continental Marchant Bank in 1989 and moved to Afribank International Limited in 1993 where he rose to the rank of Chief Finance Officer. In 1997, he joined International Trust Bank Limited as Chief Finance Officer and thereafter worked with First Bank of Nigeria between 2002 and 2006 as Deputy Treasurer.

He possesses over 34 years' cognate work experience spanning Internal Control; Financial Reporting & Compliance; Planning, Budgeting & Performance Management; Procurement; Global Markets; Treasury Management & Corporate Finance; Global Trade Services; Risk Management; Corporate Strategy; HR; and ERP implementation for both Banking and Manufacturing domains. He has attended several local and foreign professional training courses.

Prior to this appointment, Mustapha Ibrahim Ahmad was the Group Treasurer and Ag. Group Chief Finance Officer at Dangote Industries Limited.

Audited financial Statements For the year ended 31 December 2024

Matters Reserved for the Board

The Board assumes a pivotal role in guiding and steering the management, shaping the strategic objectives, and formulating policies that govern the Bank. Through decisive leadership, the Board not only establishes the overarching vision but also ensures the effective execution of these strategies. To streamline operations, the Board has judiciously delegated specific powers penaining to the day-to-day operational aspects of the Bank to the Managing Director. This delegation facilitates a focused and efficient approach to the operational running of the institution, allowing the Board to maintain its strategic oversight and governance responsibilities

Specific matters have been reserved for approval by the Board and include but are not limited to the following:

Defining the Bank's Strategic Plans and Objectives. Ensuring integrity of financial reports.

Approval of major changes to the Bank's accounting policies. Appointment and removal of Directors and the Company Secretary. Approval of charter and membership of Board Committees.

Establishing effective internal control systems.

Instilling a culture of compliance with rules and regulations. Formulating risk policies.

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

Ensuring planned Management succession. Effective communication with shareholders.

Performance appraisal and compensation of Board members and Senior Executives.

Director's Appointment Process, Induction and Training

The Board, through its Governance, Remuneration, and Nominations Committee, has crafted a comprehensive policy on Board appointments, entrusting the committee with the responsibility of identifying and recommending qualified candidates for approval by the Board. In the selection process, the Board carefully considers attributes such as knowledge, skills, experience, and other qualities deemed essential for the roles in question. Approval for Director appointments is contingent upon the endorsement of both shareholders and the Central Bank of Nigeria.

In adherence to best practices, the Board conducts a tailored induction program for new Board members, providing insights into the Bank's operational processes and outlining expected duties and responsibilities. Each new member receives an induction pack, comprising the Board's charter, various Board Committees' charters, significant reports, the memorandum and articles of association of the Bank, Board/Board Committee resolutions, important legislations/policies, and a calendar of Board activities.

To enhance the effectiveness of its members, the Board places strong emphasis on ongoing training related to their oversight functions. Directors are obligated to participate in periodic and relevant continuing professional development programs, ensuring their knowledge and skills remain current and aligned with the evolving industry and operating environment. This commitment underscores the Board's dedication to maintaining a high standard of governance and ensuring that its members are well-equipped to navigate the complexities of their roles. The table below provides the details of continuous education training programs undenaken by directors in 2024.

S/N NAI'4ES FACILITATOR

1. Alh. Mohammed Mustapha Bintube London Business School

2. Alh. Mukhtar Sani Danladi Hanea* GLOMACS

3. Alh. (Dr.) Musbahu M. Bashir* Harvard Business School

4. Alh. Ibrahim Mohammed lndimi Harvard Business School

5. Alh. Muhammad Hadi Abdulmutallab Imperial College, London

6. Dr. Abdullateef Bello Henlev Business School

7. Mrs. Aisha Waziri Umar Harvard Business School

8. Haruna Musa Ph.D. Harvard Business School

10 All Directors NITDA- National Information

Technoloev Develooment Aeencv

TRANINING ATTENDED PERIOD

Private Equity Negotiation Sth -7th June 2024 Governance Risk & Compliance 10th -14th June 2024 Makine Corporate Board More Eff‹ 10th - 13th July 2024 Preparing to be a Corporate Direc 13th - 16th March 2024 Imperial Risk Management 29th April - Sth May 2024 Strateev Proeramme 20th-22nd Mav 2024

Managing Turbulence 9th -12th October 2024

Managing Turbulence 9th -12th October 2024 Cambridge Islamic FinancialLead 11th - 16th Aueust 2024 Cybersecurity Awareness Trainin{ 13th November 2024

Tenure of Directors

To ensure both continuity and injection of fresh ideas, the tenure for Non-Executive Directors is limited to a maximum of three (3) terms of four (4) years each, i.e. Melve (12) years while the maximum tenure for Executive Directors is limited to a maximum of Mo (2) terms of five (5) years each, i.e. ten (10) years.

This is in compliance with the provisions of the CBN Code.

Board I'4eetinga

The Board meets quanerly, and additional meetings are convened as the need arises. The Board has the authority to delegate matters to Board Committees and Executive Management.

Attendance of Meetings

As a steadfast commitment to advancing corporate governance practices and optimizing Board meeting attendance, the Company Secretary takes proactive measures to ensure an annual calendar of meetings is meticulously crafted, serving as a strategic tool for planning and scheduling by the Directors. This calendar undergoes thorough scrutiny, with the Board engaging in a comprehensive review and subsequent adoption before the commencement of each new financial year. This deliberate approach ensures transparency, planning, and efficient utilization of Board members' valuable time, aligning with the company's dedication to continual improvement in governance processes.

The table below is the record of attendance for the Board of Directors meetings for the 2024 financial year.

S/N NAMES

1. Alh. Mohammed Mustapha Bintube

2. Alh. Mukhtar Sani Danladi Hanga*

3. Alh. (Dr.) Musbahu M. Bashir*

4. Alh. (Dr.) Muhammadu lndimi*

5. Mr. Seedy Mohammed Njie

6. Alh. Muhammad Hadi Abdulmutallab

7. Alh. Ibrahim Mohammed lndimi

8. Alh. Tajuddeen Aminu Dantata*

9. Mustapha Ibrahim Ahmad*

10. Haj. Sa'adat Hamza Mohammed*

11. Dr. Abdullateef Bello

12. Mrs. Aisha Waziri Umar

13. Haruna Musa Ph.D.

14. Mr. Alhassan Abdulkarim

15. Mr. AbdulFattah Olanrewaju Amoo*

*Alh. (Dr.) Musbahu Bashir retired as Non-Executive Director on May 8, 2024

*Alh Mukhtar Sani Danladi Hanea retired as Non-Executive Director on May 8, 2024

*Alh. (Dr.) Muhammadu lndimi retired as Non-Executive Director on October 24, 2024

*Alh. Tajuddeen Aminu Dantata was appointed as Non-Executive Director effective July 19, 2024

* Haj. Sa'adat Hamza Mohammed was appointed as Non-Executive Director effective August 16, 2024

* Mai. Mustapha Ibrahim Ahmad was appointed as Non-Executive Director effective October 3, 2024

*Mr. Abdulfattah Amoo resigned as Executive Director effective June 6, 2024

Board Committees

The Board has established various Committees with well-defined Terms of Reference highlighting their scope of responsibilities. The Committees meet quarterly but may hold additional meetings as the need arises.

The Board has five standing Committees and they include:

S/N Committees

1. Board Risk Management Committee (BRMC)

2. Board Investment Committee (BIC)

3. Board Finance and General Purpose Committee(BFGPC)

4. Board Risk Management Committee (BRMC)

5. Board Audit Committee (BAC)

In addition to the above committees, and in line with the provisions of the Companies and Allied Matters Act, the Board also established the Statutory Audit Committee with five (5) members drawn from among the shareholders and the Board.

Audited financial Statements For the year ended 31 December 2024

Board Governance, Remunerations & Nominations Committee (BGRNC)

Membership

S/N Details Designation

1. Dr. Aisha Waziri Umar Chairman

2. Mustapha Ibrahim* Member

3. Alh. Tajudeen Dantata* Member

4. Alh. Ibrahim lndimi Member

5. Sa'adat Mohammed* Member

6. Dr. Abdullateef Bello* Member

7. Muhammad Hadi Abdulmutallab** Member

8. Alh. Mukhtar Sani Danladi Hanea*** Member

9. Alh. (Dr.) Musbahu M. Bashir*** Member

* Became member of BGRNC effective November 13, 2024

** Ceased to be member of BGRNC effective November 13, 2024

*** Ceased to be member of BGRNC effective May 8, 2024

The Committee's major responsibilities include:

1. Considering matters relating to Board's remunerations and Appointment;

2. Recommending any proposed change(s) to the Board;

3. Keeping under review the need for appointments;

4. Preparing a description of the specific experience and abilities needed for each Board appointment, considering candidates for appointment as either Executive or Non-Executive Directors and recommending such appointments to the Board;

5. Advising the Board on succession planning reeardin8 the roles of the Chairman, Chief Executive Officer and Executive Directors;

6. Advising the Board on the contents of the Directors Annual Remuneration Repon to shareholders;

   The Committee held four (5) regular meetings durine the financial year and the record of attendance is provided below

   BGRNC Meeting Attendance Namea of Directors Dr. Aisha Waziri Umar Mustapha Ibrahim

   Alh. Tajudeen Dantata Alh. Ibrahim lndimi Sa'adat Mohammed Dr. Abdullateef Bello

   Muhammad Hadi Abdulmutallab Alh. Mukhtar Sani Danladi Hanea Alh. (Dr.) Musbahu M. Bashir

   Board Investment Committee (BIC) Membership

   JANUARY 22 FEBUARY 2' APRIL 25 JUNE 4 JULY 18 JULY 26 OCTOBER 24

   
   
   

   S/N Details Designation

   1. Mustapha Ahmad Ibrahim* Chairman

   2. Alh. Muhammadu Hadi Abdulmutallab Member

   3. Dr. (Mrs.) Aisha Waziri Umar Member

   4. Sa'adat Mohammed* Member

S Haruna Musa Ph.D. Member

1. Alhassan Abdulkarim Member

2. Alh. Ibrahim lndimi** Member

3. Alh. (Dr.) Musbahu M. Bashir*** Member

" Became member of BIC effective November 13, 2024

"" Ceased to be member of BIC effective November 13, 2024 "" Ceased to be member of BIC effective /'4ay8, J02J

The Committee's major responsibilities include:

1. On an ongoing basis review the appropriateness of the Bank's Investment Policy, products, processes and approving authorities and make any recommendations for Board approval as may be appropriate.

2. Articulate the Bank's tolerances with respect to Investment Risk and oversee Management's administration of, and compliance with these policies.

3. Periodically review Management's strategies, policies and procedures for managing investment risks, including investment quality administration, underwriting standards, and the establishment and testing of provisioning for credit losses.

4. Oversee Management's administration of the Bank's investment ponfolio including Management's responses to trends in investment risk, investment concentration, and asset quality.

5. Coordinate as appropriate its oversight of investment risk with the Board Risk Management Committee to assist the Committee in its task of overseeing the Bank*s overall management and handling of risk.

6. Evaluate and approve all investment beyond the powers of the Executive Management.

7. Ensure that the Bank's investment portfolio is both quantitative and qualitative.

8. Evaluate and recommend to the Board all investments beyond its powers.

9. Review and approve any changes in investment strategy and Plan that would lead to the disposal of the Bank's assets.

10. Review and approve investment risk appetites and limits.

11. Review proposals for investment recovery.

I Review Management Investment Committee (MIC) reports on the Bank's investment portfolio at least once every quarter.

1. Undertake an annual review of the effectiveness of the Committee.

2. Report to the Board on its consideration of the above matters, identifying those areas where action or improvement is needed, and making recommendations as appropriate.

   • Consider such other matters as the Board requires or the Committee considers appropriate and to make recommendations or reports to the Board

     as appropriate.

     p To ensure the Chairman of the Committee or other designated member of the Committee attends the Annual General Meeting of the Bank and answer any questions, through the Chairman of the Board, on the Committee's activities and responsibilities; and review the terms of reference of the Committee annually and propose any changes it considers appropriate to the Board.

     The Committee held five (5) regular meetings durinX the financial year and the record of attendance is provided below

     BIC Meeting Attendance

     Names of Directors Mustapha Ahmad Ibrahim

     Alh. Muhammadu Hadi Abdulmutallab Dr. (Mrs.) Aisha Waziri Umar

     Sa'adat Mohammed Alh. Ibrahim lndimi Haruna Musa Ph.D. Alhassan Abdulkarim

     Alh. (Dr.) Musbahu M. Bashir

     FEBUARY 8 APRIL 22 JUNE 24 JULY 30 AUG. 22(EN SEPT. 26(I OCTOBER 21

     
     
     

     Board Risk Management Committee (BRMC) Membership

     S/N Details Designation

     1. Dr. Abdullateef Bello Chairman

     2. Alh. Tajuddeen Dantata* Member

     3. Sa'adat Mohammed* Member

     4. Haruna Musa Ph.D. Member

     5. Alhassan Abdulkarim Member

     6. Dr. (Mrs.) Aisha W. Umar** Member

     7. Alh. Muhammad Hadi Abdulmutallab** Member

     8. Alh. (Dr.) Muhammadu lndimi*** Member

     * Became member of BRMC effective November 13, 2024

     ** Ceased to be member of BRMC effective November 13, 2024

     *** Ceased to be member of BRMC effective October 24, 2024

     Aadited riliancial Statements For the year ended 31 December 2024

     The Committee's major responsibilities include:

     1. On an ongoing basis review the appropriateness of the Bank's Investment Policy, products, processes and approving authorities and make any recommendations for Board approval as may be appropriate.

     2. Articulate the Bank's tolerances with respect to Investment Risk and oversee Management's administration of, and compliance with these policies.

     3. Periodically review Management's strategies, policies and procedures for managing investment risks, including investment quality administration, underwriting standards, and the establishment and testing of provisioning for credit losses.

     4. Oversee Management's administration of the Bank's investment ponfolio including Management*s responses to trends in investment risk, investment concentration, and asset quality.

     5. Coordinate as appropriate its oversight of investment risk with the Board Risk Management Committee to assist the Committee in its task of overseeing the Bank*s overall management and handling of risk.

     6. Evaluate and approve all investment bevondthe powers of the Executive Management.

     7. Ensure that the Bank's investment portfolio is both quantitative and qualitative.

     8. Evaluate and recommend to the Board all investments beyond its powers.

     9. Review and approve any changes in investment strategy and Plan that would lead to the disposal of the Bank's assets.

     10. Review and approve investment risk appetites and limits.

     11. Review proposals for investment recovery.

     I Review Management Investment Committee (MIC) reports on the Bank's investment portfolio at least once every quarter.

     1. Undertake an annual review of the effectiveness of the Committee.

     2. Report to the Board on its consideration of the above matters, identifying those areas where action or improvement is needed, and making recommendations as appropriate.

   • Consider such other matters as the Board requires or the Committee considers appropriate and to make recommendations or reports to the Board as appropriate.

p To ensure the Chairman of the Committee or other designated member of the Committee attends the Annual General Meeting of the Bank and

answer any questions, through the Chairman of the Board, on the Committee's activities and responsibilities; and review the terms of reference of the Committee annually and propose any changes it considers appropriate to the Board.

The Committee held four (4) regular meetings during the financial year and the record of attendance is provided below:

BRMC Meeting Attendance

Names of Directors Dr. Abdullateef Bello Alh. Tajuddeen Dantata Sa'adat Mohammed Haruna Musa Ph.D. Alhassan Abdulkarim

Dr. (Mrs.) Aisha W. Umar

Alh. Muhammad Hadi Abdulmutallab Alh. (Dr.) Muhammadu lndimi

FEBUARY 12

MAY 3 JULY 18 AUGUST 8 OCTOBER 29

Board Finance & General-Purpose Committee (BF&GPC) Membership

S/N Details Designation

1. Alh. Ibrahim lndimi* Chairman

2. Alh. Muhammad Hadi Abdulmutallab Member

3. Alh. Tajuddeen Dantata* Member

4. Mai. Mustapha Ahmad Ibrahim* Member

5. Haruna Musa Ph.D. Member

6. Alhassan Abdulkarim Member

7. Dr. Abdullateef Bello** Member

8. Alh. (Dr.) Muhammadu lndimi*** Member

9. Alh. Mukhtar Sani Danladi Hanga**** Member

* Became member of BF&GPC effective November 13, 2024

** Ceased to be member of BF&GPC effective November 13, 2024

*** Ceased to be member of BF&GPC effective October 24, 2024

**** Ceased to be member of BF&GPC effective May 8, 2024

The Committee's major responsibilities are to:

1. Consider and advise the Board of Directors on all aspects of the Bank's finances;

2. Consider and make recommendations to the Bank on the annual estimates of income and expenditure, other budgets and the financial forecasts for the Bank;

3. Consider and make recommendations to the Board of Directors for its approval, the framework for expenditure on capital items and to review the

   list of priorities within the framework;

4. Consider, review and report on the periodic management accounts of the Bank, and to also advise the Board of Directors on the year-end accounts.

5. Consider and make representations to the Board of Directors on the solvency of the Bank and the safeguarding of its assets;

6. Consider and advise the Board of Directors on any relevant taxation issues;

   The Committee held four (4) regular meetings. and one (1) Special meeting during the financial year and the record of attendance is provided below:

   BFGPC Meeting Attendance Names of Directors Alh. Ibrahim lndimi

   Muhammad Hadi Abdulmutallab Alh. Tajuddeen Dantata

   Mai. Mustapha Ahmad Ibrahim Haruna Musa Ph.D.

   Alhassan Abdulkarim

   Dr. Abdullateef Bello

   Alh. (Dr.) Muhammadu lndimi Alh. Mukhtar Sani Danladi Hanea

   JAN. 9

   FEB.13 APRIL 24 AUG. 6 OCT. 23

   
   
   

   Board Audit Committee Membership

   S/N Details Designation

   1. Dr. Abdullateef Bello Chairman

   2. Muhammad Hadi Abdulmutallab Member

   3. Sa'adat Mohammed* Member

1. Alh. (Dr.) Muhammadu lndimi** Member

2. Alh. (Dr.) Musbahu M. Bashir*** Member

3. Alh. Mukhtar Sani Danladi Hanea*** Member

" Became member of BAC effective November f 3, 2024

"" Ceased to be member of BAC effective October 24, 2024 """ Ceased to be member of BAC effective May 7, 2024

The Committee's major responsibilities includes:

1. To develop and keep under review the Bank's accounting policies in order to ensure that they were in consonance with the applicable Accounting Standards;

2. To review the effectiveness of the Bank's system of accounting, reposing, and internal control and ensure compliance with legal and ethical requirements of the Bank;

3. To review the integrity of the bank's financial reposing and the independence of the external auditors;

4. To review the appropriateness and completeness of the Bank*s statutory accounts and other published financial statements, and thus;

5. Consider, review and repon on the periodic Management Accounts of the Bank; and also advise the Board of Directors on the year-end accounts;

6. Ensuring that the Bank complies with all relevant internal policies and procedures as well as regulations governing the Bank;

7. To review the summaries of the whistleblowing cases reported and the result of the investigation from the Head of Internal Audit.

8. Review the internal audit reports and assess the adequacy of the internal controls.

Review the Compliance Repons for each quarter.

j Ensuring full and prompt implementation of recommendations of Internal Auditors, Examiners and External Auditors.

The Committee held four (4) meetings durinX the financial year. The record of attendance is provided below:

BAC Meeting Attendance

Names of Directors Dr. Abdullateef Bello

Alh. Muhammad Hadi Abdulmutallab Sa'adat Mohammed

Alh. Ibrahim lndimi

Alh. (Dr.) Muhammadu lndimi Alh. (Dr.) Musbahu M. Bashir Alh. Mukhtar Sani Danladi Hanea

FEB 7

APRIL 23

AUG. 5

OCT. 21

Statutory Audit Committee Membership

S/N Details

1. Alh. Shehu Mohammed, FCA

2. Alh. Larval Ibrahim Ozomata (Shareholder)

3. Alh. Mohammed Shuaibu Gulani (Shareholder)

4. Alh. Ibrahim Mohammed lndimi

5. Dr. (Mrs.) Aisha Umar Waziri

Designation Chairman Shareholder Shareholder

Non-Executive Director Non-Executive Director

The Committee is saddled with the following responsibilities amongst others:

1. To ascertain whether the accounting and reporting policies of the Bank are in accordance with legal requirements and agreed ethical practices;

2. Review and approve the scope and planning of audit requirements;

3. Review the findings on management matters in conjunction with the External Auditors and Management's responses thereon;

4. Oversee the independence of the external auditors;

5. Keep under review the effectiveness of the Bank's system of accounting and internal control systems;

6. Oversee management's process for the identification of significant fraud risks across the Bank and ensure that adequate prevention, detection and reporting mechanisms were in place;

7. At least on an annual basis, obtain and review a report by the internal auditor describing the strength and quality of internal controls including any

8. issues or recommendations for improvement raised by the most recent internal control review of the company;

9. Discuss the annual audited financial statements and half yearly unaudited statements with management and external auditors. The Statutory Audit Committee held four (4) meetings during the Financial year and the record of attendance is provided below:

Names of Directors

Alh. Shehu Mohammed, FCA

Alh. Larval Ibrahim Ozomata (Shareholder)

Alh. Mohammed Shuaibu Gulani (Shareholder) Alh. Ibrahim Mohammed lndimi

Dr. (Mrs.) Aisha Umar Waziri

The Board Audit Committee and Statutory Audit Committee held 3 joint meetings in the course of the 2023 Financial Year on March 8, August 24 and December 12.

Management Committees

The Board Committees are supported by Management Committees of the Bank, comprising of senior officers who are responsible for the day-to-day operation of the Bank as a going concern. They ensure that laid down policies are followed and that the Bank abides by all relevant regulatory and legal requirements.

Executive Management Committee is the highest Management Committee comprising of the Executive Directors and Top Management Staff of the Bank. Other Management Committees include; Assets and Liability Committee (ALCO), Management Investment Committee (MIC); Branch Development Committee; Procurement Committee; IT Steering Committee; Disciplinary Committee; Criticized Asset Committee (CAC), and Operational Risk Management Committee. These Committees review and formulate strategies to implement the Board's broad strategic direction in various areas including business and financial performance, strategic planning, manpower planning, operations, customer service, investor relations, external relations, and organizational efficiency amongst others.

Audited financial Statements For the year ended 31 December 2024

Ownership Structure

The ownership structure of the Bank is as follows:

Sustainability Banking

At Jaiz Bank Plc, our unwavering commitment is to conduct business with a strong ethical foundation and a positive social impact. Mindful of the profound implications of our business decisions on the environment, we continually evolve and implement policies geared towards improving the overall quality of life for our stakeholders and community. Our focus extends to safeguarding the environment, all while ensuring the sustainable growth of our business.

To solidify our dedication to responsible banking, we have embraced the Nigerian Sustainable Banking Principles (NSBP). These principles serve as a guiding framework, aligning our practices with sustainable and socially responsible initiatives. Through this strategic adoption, we aim to foster not only the success of our business but also the well-being of our people and the broader community, exemplifying our commitment to creating a positive impact on both societal and environmental fronts.

Code of Ethicg

The Bank has an Ethical Conduct and Integrity Policy in place and all employees are required to abide by it. All employees are expected to maintain high ethical standards in all aspect of their professional life. The Policy also provides sample offences and appropriate disciplinary measures to be adopted.

The Bank also has a Code of Conduct & Ethics for its Directors which specifies expected behaviors.

Dealing in Company Securities and price sensitive information

The Bank has adopted a policy on insider trading and market abuse regarding all transactions in the Bank's securities which is applicable to its Directors, Officers, employees, contractors and consultants who have access to material public information. In line with the policy, affected persons are prohibited from trading on the Bank's security during a closed period.

Whistle Blowing Procedure

The Bank has established a robust whistle blowing procedure which covers internal whistle blowers and extends to the conduct of the stakeholder. The Bank has a direct link on its website and intranet to enable stakeholders to report any allegations they want the Bank to investigate. Apan from the direct link, unethical practices can be reported via the email address whistleblowing@jaizbankplc.com.

A team comprising selected members of Top Management are responsible for reviewing reposed cases and recommending appropriate action to the Board through the Audit Committee depending on the severity of the issues involved. In any case however, a quanerly report of allwhistleblowing cases are forwarded to the Board.

The Chief Compliance Officer of the Bank similarly renders quarterly whistle blowing report to the Central Bank of Nigeria.

Remuneration Policy

In line with corporate governance best practices, the Board had developed a robust policy on Remuneration for the Bank. The Policy takes into account the environment in which the Bank operates and the results it achieves at the end of each financial Year. The bank's remuneration comprises of the following elements:

• Fixed remuneration: This is primarily based on the level of responsibility and constitutes a relevant pan of total compensation. It entails the base salary and allowances payable monthly, in arrears or annually. A wage benchmark is established for each position/level.

• Variable remuneration: This is primarily linked to the achievement of previously established targets and prudent risk management. It comprises profit sharing/productivity bonus payable annually.

The combination of these elements serves as the basis for a balanced remuneration system reflecting the bank's strategy, its values as well as the interests of its shareholders.

Remuneration to Non-Executive Directors (NEDs):

The remuneration structure for NEDs at the Bank is multifaceted. They receive remuneration in the form of sitting fees for their panicipation in Board and Committee meetings. In addition to sitting fees, NEDs are entitled to reimbursement for travel, hotel accommodations, and other out-of-pocket expenses incurred while fulfilling their responsibilities. NEDs also receive Directors' fees which are paid on a quanerly basis. Upon completion of their tenure, Non-executive Directors also receive retirement benefits.