Quarter 5 - financial statement for 2025

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WITH YOU FOR LIFE

2025 ANNUAL REPORT

NON- INTEREST FINANCE FOR A BETTER FUTURE

01OVERVIEW

Introduction. 03

D i r e c t o r s , O f fi c e r s & P r o f e s s i o n a l A d v i s o r s 0 5

02

F i n a n c i a l s H i g h l i g h t 0 6

Directors Profile. 08

A d v i s o r y C o m m i t t e e o f E x p e r t P r o fi l e 1 2

S e n i o r M a n a g e m e n t P r o fi l e 1 3

D i rect or s ' R epor t 1 6

C o r p o r a t e G o v e r n a n c e R e p o r t 2 3

O u r P e o p l e , C u l t u r e , a n d D i v e r s i t y 3 5

C u s t o m e r C o m p l a i n t a n d F e e d b a c k 3 7

S t a t e m e n t o f c o r p o r a t e r e s p o n s i b i l i t y 3 9

Report of Exter nal consultants 40

03

A d v i s o r y c o m . o f e x p e r t s r e p o r t 4 1

Report of Statutory Audit Committe.t. 47

Statement of Financial Position. 56

S t a t e m e n t o f P r o fi t o r L o s s a n d O t h e r C o m p r e h e n s i v e I n c o m e 5 7

S t a t e m e n t o f C h a n g e s i n E q u i t y 5 8

S t a t e m e n t o f C a s h F l o w s 5 9

S t a t e m e n t o f S o u r c e a n d U s e s o f Q a r d F u n d 6 0

S t a t e m e n t o f S o u r c e a n d U s e s o f C h a r i t y F u n d 6 1

N o t e s t o t h e F i n a n c i a l S t a t e m e n t 6 2

04

F r e e F l o a t . . . . . . . . . . . . . . . . . . . . . . 1 3 2

Value Added Statement. 127

5 Y e a r s F i n a n c i a l S u m m a r y 1 2 8

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.

3

Our Vision Our Mission

To be the clear leader

in Ethical Banking in Africa.

Making life better through

Ethical Finance.

OUR

SUSTAINABILITY VISION STATEMENT

To be the clear leader in Sustainable and Ethical Banking in the areas we operate.

OUR

CORE VALUES

Excellence

Teamwork

Honesty

Integrity

Customer-Centric

Accountability

Loyalty

4

Directors

Statement of Financial Position

Total Assets

Financing & Investment Assets Deposits

Share Capital Total Equity

Income Statement

Gross Earning

Profit Before Taxation (PBT) Taxation

Profit After Taxation (PAT)

Ratio

Return on Assets Return on Equity Capital Adequacy Liquidity

Others

Earning Per Share Proposed Dividend

Number of Branches/Offices

Number of Shares in Issue (Million)

Governance & Stewardship

MOHAMMED MUSTAPHA BINTUBE - CHAIRMAN

A consummate Banker, Bintube holds a Bachelor of Science, Business Administration, Ahmadu Bello University, Zaria (1981) 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 2014 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 and 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 (1989 - 1995); Asst. General Manager, 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 between 2004 - 2011, the MD/CEO, Jaiz International Plc (the SPV that set up Jaiz Bank)

HARUNA MUSA Ph.D - MANAGING DIRECTOR/CEO

Haruna Musa Ph.D was appointed Managing Director/CEO of Jaiz Bank Plc on the 21st of November 2023. He is a seasoned banker with over 3 decade 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 Malaysia.

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, (1987 - 1991).

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 (2014); General Management Program - Cranfield University, UK (2012). He is also an honourary member of the Chartered Institute of Bankers of Nigeria (CIBN).

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.

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

ALHASSAN ABDULKARIM - EXECUTIVE DIRECTOR RISK MANAGEMENT

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, Marketing, 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 2019. He left Jaiz Bank Plc in 2021 following his appointment as Executive Director Marketing at Lotus Bank Ltd.

Dr AISHA WAZIRI UMAR - INDEPENDENT NON-EXCUTIVE DIRECTOR

Dr Umar is a Legal Practitioner & Notary Public. She was called to the Nigerian Bar in 1988 and has acquired vast experience in the public sector, private sector, and academia.

She possesses a doctorate degree in trade law from the University of West Scotland -Centre for Africa Research and Enterprise and Economic Development (CAREED)- where her thesis focused on leveraging the WTO Dispute Settlement Framework to address trade barriers faced by agricultural exports from African countries. In addition to her doctorate degree, she obtained a postgraduate diploma in global business from Oxford University in 2017 and a Postgraduate Diploma in Advanced Trade Studies from the World Trade Institute, University of Bern, Switzerland in 2021.

In 2011, She worked in the State House Abuja as Senior Special Assistant to the President of the Federal Republic of Nigeria. In this capacity she rendered policy advice and technical support to the Government on matters relating to social development, political development, and political risk management.

Umar also has several years of banking experience having worked at FSB International Bank PLC, a commercial bank (now Fidelity Bank), as the Special Assistant to the Chief Executive Officer & Head of Corporate Affairs in charge of the bank's communication strategy and managing its corporate brand.

DR ABDULLATEEF BELLO - INDEPENDENT NON-EXCUTIVE DIRECTOR

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, which 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 various 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 IDB member countries.

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 at 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 other things, "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 21st Century (PARIS21), as well as a member of IFSB's Task force on Prudential Islamic Finance Database.

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

SEEDY MOHAMMED NJIE - NON-EXCUTIVE DIRECTOR

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.

MUHAMMAD HADI ABDUL MUTALLAB - NON-EXCUTIVE 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 he sits on the board of several blue chip companies including Barade Holdings Ltd and Jaiz Bank. 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 MOHAMMED INDIMI - NON-EXCUTIVE DIRECTOR

Ibrahim Indimi received a BSc in Communications and Information Technology from the Arab academy for science, technology, and maritime Transport in Egypt. Afterward, he pursued a BSc in Petroleum Engineering at the University of Tulsa in the 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 landscape.

Ibrahim Indimi is a non-executive director on the Board of Oriental Energy Resources LTD. He is also the founder and Chairman of Farinciki Group, which operates in construction, export/Import, and manufacturing. He is MD of OER farms which owns 40,000 hectares of farmland spread across Kwara state, Edo State and Kogi State.

On the philanthropic side, Ibrahim Indimi is a board member of the Muhammadu Indimi Foundation, which focuses on women's and children's health, food security, and internally displaced persons in the Northeast of Nigeria. Foreign relations remain his strength and passion, leading to his ever-growing international network and acquaintances from Washington DC to Riyadh, Istanbul to Geneva, the Middle East, The Arabian Gulf to Korea, and China.

TAJUDDEEN AMINU DANTATA - NON-EXCUTIVE DIRECTOR

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 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.

SA'ADAT HAMZA MOHAMMED - NON-EXCUTIVE DIRECTOR

Sa'adat Hamza Mohammed is an alumnus of Ahmadu Bello University, Zaria and the Nigerian Law School where she bagged 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'adat 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.

MUSTAPHA IBRAHIM AHMAD - NON-EXCUTIVE DIRECTOR

Mustapha Ibrahim, FCA, FCIT, is the Group Treasurer of Dangote Group and Head of the Group Finance Centre of Excellence, with executive oversight for Corporate Finance, Structured Finance, Investor Relations, Global Trade Finance, Strategic Tax Planning, and Compliance. He previously served as Group Financial Controller and Acting Group Chief Financial Officer of the Group.

He brings over three decades of experience across the banking, manufacturing, and oil and gas sectors, having held senior leadership roles as Treasurer and Chief Financial Officer in several commercial and merchant banks prior to joining Dangote Group in 2006.

Mustapha currently serves as a Non-Executive Director on the Boards of Jaiz Bank Plc, Dangote Fertiliser Limited, and Dangote Packaging Limited, where he contributes extensive expertise in corporate governance, finance and investment, strategy, risk management, regulatory compliance, and stakeholder engagement. He is a graduate of Accounting from Ahmadu Bello University, Zaria (1989), and a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN) and the Chartered Institute of Taxation of Nigeria (CITN), among other professional bodies.

He is also a co-founder of the Association of Corporate Treasurers of Nigeria and previously served as a Governing Council member of the Financial Markets Dealers Association. He has attended various executive training programmes both in Nigeria and internationally.

AHMED MOHAMMED INDIMI - NON-EXCUTIVE DIRECTOR

Ahmed Indimi is a respected entrepreneur and business executive in Nigeria's energy sector. He currently serves as the Director and Head of Crude Marketing at Oriental Energy Resources, where he leads commercial operations, oversees crude sales strategy, negotiates pricing frameworks, and fosters client relationships. His leadership in the sector reflects a strong blend of technical understanding, commercial insight, and stakeholder engagement.

He holds a Bachelor's degree in Information Technology (Internet Security) and an MBA from the American InterContinental University, Atlanta, after completing his foundational studies at Global International College, Lagos.

Ahmed's presence on the Board of Jaiz Bank brings a unique perspective shaped by hands-on experience in one of Nigeria's most strategic sectors. His appointment supports the Bank's ambition to deepen industry expertise on the Board and broaden its vision of ethical banking in alignment with national development objectives.

ADENIKE KOLAWOLE - INDEPENDENT NON-EXCUTIVE DIRECTOR

Nike Kolawole is a highly accomplished finance professional with an extensive career spanning global investment banking and senior executive roles in the oil and gas industry. Her experience includes successful tenures at leading international institutions such as Merrill Lynch, Citibank, Goldman Sachs, and Credit Suisse, where she served as Vice President, overseeing asset management, credit risk, and Eurobond issuances across global markets.

In 2007, she joined the Nigerian National Petroleum Corporation (NNPC), where she rose through key finance roles to become Group General Manager, LNG Investment Management Services. Over her tenure, she led critical project financing efforts and helped reposition Nigeria in the global LNG market, including landmark transactions such as the award-winning 2012 RDP Funding deal.

Kolawole holds a Bachelor's degree in Economics from Suffolk University, Boston, and an MBA from Durham University Business School, UK. She is also a registered member of the UK's Securities and Futures Authority (now FCA). Her appointment brings to Jaiz Bank a rare combination of investment banking acumen, deep sectoral knowledge in project and infrastructure finance, and a proven track record of capital mobilization and stakeholder engagement at the highest levels of industry.

Nike Kolawole's appointment is in line with regulatory guidelines and reflects the Bank's vision to continually attract top-tier talent committed to advancing financial innovation and corporate excellence

MOHAMMED SHEHU - COMPANY SECRETARY/LEGAL ADVISER

Mohammed Shehu is an accomplished legal practitioner and corporate governance professional with over three decades of experience spanning legal practice, banking, corporate governance, and company secretariat functions. He possesses extensive expertise in litigation management, corporate advisory services, regulatory compliance, and board governance, with a proven track record of supporting boards and executive management in achieving sound corporate oversight and institutional integrity.

He holds academic qualifications from Ahmadu Bello University, Bayero University Kano, Nigerian Law School, and the Lagos Business School, reflecting a strong foundation in law, management, and corporate governance.

Mr. Shehu is a member of several professional bodies, including the Nigerian Bar Association, Institute of Chartered Economists of Nigeria, Institute of Chartered Secretaries and Administrators of Nigeria, Chartered Institute of Directors Nigeria, and the Chartered Institute of Bankers of Nigeria.

He commenced his banking career in 2001 with NUB International Bank Ltd as Legal Officer and subsequently rose to the position of Assistant Company Secretary/Legal Adviser. Following the 2006 banking consolidation, he served in FinBank Plc, First City Monument Bank, and Fin Insurance Ltd, where he held several senior roles including Acting Group Head Legal, Head Legal (North), and Company Secretary/Legal Adviser.

In February 2017, he was appointed Company Secretary of Unity Bank Plc, a role he held until 2019. He subsequently served as Managing Partner at Al-Fiil Legal Consult, providing legal advisory and corporate governance services.

Mr. Shehu currently serves as Company Secretary/Legal Adviser at Jaiz Bank Plc, where he supports the Board and Management in strengthening governance structures, ensuring regulatory compliance, and promoting best practices in corporate administration within Nigeria's non-interest banking sector.

He has attended numerous professional development programmes both locally and internationally, covering areas such as anti-money laundering and counter-terrorism financing, securities and credit documentation in banks, board leadership and effectiveness, corporate governance, arbitration, information technology governance, and cyber security, among others.

PROF. ABDULAZEEM ABOZAID - CHAIRMAN

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

PROF. AHMAD BELLO DOGARAWA - MEMBER

Prof. 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 ABU Business School. He is a founding member of League of Scholars, Imams and Preachers in the Sahel.

Dogarawa has published more than 50 articles in refereed academic journals (local and international), presented over 100 papers at local and international conferences/symposia, and supervised to completion 27 M.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 beyond.

DR. WARSHU TIJJANI RABI'U - MEMBER

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

PROF. IBRAHIM AHMAD MAKARI - MEMBER

Prof. Ibrahim Ahmad Makari is a seasoned academic scholar in Arabic Language and Islamic religion Born in Zaria in 1976,he holds a B.A in Arabic from Al-Azhar university, Cairo and a M.A and PH.D both in Arabic from Ahmadu Bello University, Zaria and Bayero University, Kano respectively.

With over two decades of teaching experience, he has served at institutions such as Ahmadu Bello university ,Nigeria Arabic Language Village. He is currently the Chief Imam of National Mosques, Abuja

Dr. Makari has supervised numerous undergraduate master's and Ph.D theses, particularly focusing on Arabic poetry and sufi literature. his scholarly contributions include several journal, articles and book chapters on Arabic and African arabic literature

HARUNA MUSA Ph.D - MANAGING DIRECTOR/CEO

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 Ph.D. in Islamic Banking 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 University Zaria.

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 (2014); General Management Program - Cranfield University, UK (2012). He is also an honorary member of the Chartered Institute of Bankers (CIBN) of 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 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'Ivoire 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 Jaiz Bank's new MD/CEO's robust achievements include several commendation letters for selflessness and meritorious service from his previous and current employers.

ALHASSAN ABDULKARIM - EXECUTIVE DIRECTOR - Risk Management

Alhassan Abdulkarim is a bona fide member of four reputable organizations 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 the banking industry. Alhassan holds a Master's Degree in Islamic Banking and Finance; a Master's Degree in Business Administration with specialization in Finance and Investment and Postgraduate Diploma in Management from Bayero University Kano.

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 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 Risk Management 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.

OMOLARA MUINAT ISMAIL - EXECUTIVE DIRECTOR - Business Development

Omolara Ismail brings more than 25 years of experience across retail, commercial and corporate banking. Her professional career spans senior management and board-level roles at Guaranty Trust Bank Plc, including service as a Non-Executive Director and Chairman of the Board Credit Committee of the bank's subsidiary in The Gambia.

A Chartered Banker, she is a Fellow of the Chartered Institute of Bankers of Nigeria and the National Institute of Credit Administration. She holds an MBA from the University of Ilorin and Bangor University in the United Kingdom and has completed several executive programmes at international institutions.

Prior to her appointment, she was General Manager, Business Development, and Head of the Lagos and South Directorate, where she oversaw regional expansion, product innovation and digital banking initiatives.

MOHAMMED SHEHU - COMPANY SECRETARY/LEGAL ADVISER

Mohammed Shehu is an accomplished legal practitioner and corporate governance professional with over three decades of experience spanning legal practice, banking, corporate governance, and company secretariat functions. He possesses extensive expertise in litigation management, corporate advisory services, regulatory compliance, and board governance, with a proven track record of supporting boards and executive management in achieving sound corporate oversight and institutional integrity.

He holds academic qualifications from Ahmadu Bello University, Bayero University Kano, Nigerian Law School, and the Lagos Business School, reflecting a strong foundation in law, management, and corporate governance.

Mr. Shehu is a member of several professional bodies, including the Nigerian Bar Association, Institute of Chartered Economists of Nigeria, Institute of Chartered Secretaries and Administrators of Nigeria, Chartered Institute of Directors Nigeria, and the Chartered Institute of Bankers of Nigeria.

He commenced his banking career in 2001 with NUB International Bank Ltd as Legal Officer and subsequently rose to the position of Assistant Company Secretary/Legal Adviser. Following the 2006 banking consolidation, he served in FinBank Plc, First City Monument Bank, and Fin Insurance Ltd, where he held several senior roles including Acting Group Head Legal, Head Legal (North), and Company Secretary/Legal Adviser.

In February 2017, he was appointed Company Secretary of Unity Bank Plc, a role he held until 2019. He subsequently served as Managing Partner at Al-Fiil Legal Consult, providing legal advisory and corporate governance services.

Mr. Shehu currently serves as Company Secretary/Legal Adviser at Jaiz Bank Plc, where he supports the Board and Management in strengthening governance structures, ensuring regulatory compliance, and promoting best practices in corporate administration within Nigeria's non-interest banking sector. He has attended numerous professional development programmes both locally and internationally, covering areas such as anti-money laundering and counter-terrorism financing, securities and credit documentation in banks, board leadership and effectiveness, corporate governance, arbitration, information technology governance, and cyber security, among others.

OSENI KEHINDE BELLO - CHIEF FINANCIAL OFFICER

Oseni Kehinde Bello serves as Chief Financial Officer (CFO) at Jaiz Bank, overseeing the Finance & Strategy Division. With over 28 years of progressive experience across insurance, advisory services, banking, finance, and accounting, he brings exceptional expertise to the role.

Throughout his career, Kehinde has held key positions at leading financial institutions, including Crusader Insurance (Nig) Plc, PricewaterhouseCoopers, Oceanic Bank, NNB International Bank Plc, and Unity Bank. In these roles, he championed process refinement, automation, and operational excellence across diverse financial environments.

Kehinde holds a B.Sc. (Second Class Upper) in Actuarial Science from the University of Lagos and is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN). He is also an alumnus of Lagos Business School and has completed numerous executive and professional programmes in finance, treasury, and banking.

Driven by a commitment to innovation and ethical business practices, Kehinde leverages technology to deliver strategic financial solutions that enhance organizational performance. His leadership ensures robust financial governance and sustainable growth at Jaiz Bank.

MOHAMMED WANKA - CHIEF INFORMATION OFFICER

Dr. Mohammed Haruna Wanka has over 26 years working experience in the Financial Services industry. He possesses a strong understanding and knowledge of Information Technology, Strategy development, Risk Management, Security/Disaster Planning, among others. Prior to joining Jaiz Bank Plc in 2024, he had worked at First Bank Nigeria PLC, GT Bank PLC, ASO Savings & Loans PLC and Premium Pension Limited.

Dr. Wanka is a graduate of Computer Science and Mathematics from Federal University of Technology, Minna. He has a Postgraduate Diploma in Business Administration from the Warwick Business School, University of Warwick, UK, Masters in Business Administration (MBA) and Doctorate in Business Administration (DBA) with specialization in Accounting and Finance from University of Abuja Business School. -He was a participant at Leading the AI-Driven Organization program of Massachusetts Institute of Technology (MIT) Cambridge, Massachusetts, the Innovative Chief Information Officer (CIO) program on Leadership, Innovation and Global Change of Stanford University Graduate School of Business, Stanford University, USA, he also attended the Leading Digital Transformation program at Columbia University Business School, NYC, USA. He is an Alumni of Lagos Business School and has attended several courses at the school including the Advanced Management Program (AMP41) and Senior Management Program (SMP68) class.

Dr. Wanka is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria (HCIB), Certified Islamic Banker (CIB), Chartered IT Professional (CITP), Associate Chartered Risk Manager (CRM), an Oracle Certified Professional 9i and 10g, IBM Certified Specialist on AIX 5.3 Administration and Support and has the IT Business Manager Certification (ITBMC). He is a Fellow of the British Computer Society (FBCS), UK and a member of IT Business Managers Roundtable, USA. He is currently a distinguished Fellow Certified Institute of Pension (FCIP) and Fellow Institute of Credit Administration, Nigeria (FICA).

NA'IMATU ABDULLAHI - DIVISIONAL HEAD KANO EAST

Mrs. Abdullahi is 52 years old with over 24 years of banking experience in Operations and Business Development. Prior to joining Jaiz Bank Plc in 2011, she worked at Guaranty Trust Bank 2000 - 2011, and Government Technical College, Kano 1995 - 1999.

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.

BABAJIDE ODEDELE OLUFEMI - CHIEF AUDIT EXECUTIVE

Babajide holds a Bachelor of Agriculture and Master's in business administration with specification in Marketing from Ladoke Akintola University of Technology, Ogbomosho. He is a Fellow, Institute of Chartered Accountants of Nigeria (FCA) and also an ICAN IFRS Certified Accountant.

Babajide has about 28 years of experience in Banking Industry spanning across Operations, Credit & Risk Management, Internal Control and Audit. He started his career at Wema Bank Plc in 1998 and later moved to Fin Bank Plc in 2003, where he worked for 9 years. In 2012, Babajide moved to First City Monument Bank (FCMB) and served as the Chief Audit Executive before leaving to join Jaiz 1

TUKUR GALADIMA Ph.D - CHIEF COMPLIANCE OFFICER

Tukur is a highly experienced legal professional with over two decades of expertise in banking, financial regulation, corporate law, and compliance. Prior to joining Jaiz Bank in November 2025, he worked as a Principal Partner at Clouds and Stones Legal Practitioners, providing advisory services on corporate, compliance and regulatory matters.

Previously, he held senior roles at the Central Bank of Nigeria (CBN), including Assistant Director and Head of Banking & Commercial Law, where he led legal reviews, policy reforms, and represented the CBN in high-level committees and legislative engagements. He demonstrated leadership in legal reforms such as BOFIA, the Credit Reporting Act, and the Secured Transactions Act.

Tukur holds a PhD in Private Law and has extensive experience in legal drafting, litigation, regulatory frameworks and compliance, and inter-agency collaboration. He also holds LLB, LLM, and BL from the Nigerian Law School. He is a member of the Compliance Institute of Nigeria and has 26 years of working experience. He is currently the Chief Compliance Officer of Jaiz Bank Plc.

BASHEER ABDULRASHEED - CHIEF RISK OFFICER

Basheer Abdulrasheed is a seasoned banking professional with over 22 years of extensive experience in the financial industry. He is currently serving as the Chief Risk Officer at Jaiz Bank, a position he has held since 2024.

Mr. Abdulrasheed possesses a strong academic background complemented by numerous professional certifications. His academic credentials include a Bachelor of Science in Management, a Master of Business Administration, and an MSc in Finance with a focus on Economic Policy. In addition, he is an Associate of the Chartered Institute of Bankers of Nigeria, and he holds several specialized certifications such as Certified Risk Manager and Certified Islamic Specialist in Risk Management, among others Throughout his career, Basheer has demonstrated his expertise and leadership in various banking roles. Before joining Jaiz Bank, he gained valuable experience working with several reputable financial institutions. His career journey includes a tenure at Access Bank from 2011 to 2022, where he contributed significantly to the bank's risk management and operational strategies. Prior to that, he worked at FCMB from 2009 to 2011, Diamond Bank from 2004 to 2009, Citizens Bank from 2003 to 2004, and NUB International Bank from 2002 to 2003.

Basheer Abdulrasheed is recognized for his deep understanding of banking operations, risk management, and financial regulations, making him a vital asset to Jaiz Bank and the Nigerian banking sector as a whole.

AUWALU ADO - HEAD SHARIAH AUDIT

Auwalu Ado, is a seasoned banking professional with over 25 years of extensive experience across conventional and non-interest banking. He currently serves as the Head of Shari'ah Audit at Jaiz Bank Plc, a position he has held since 2016, where he provides strategic oversight on Shari'ah compliance and governance.

He possesses strong academic and professional credentials in Islamic finance, including Certified Shariah Advisor and Auditor (CSSA), Certified Islamic Specialist in Shariah Auditing (CISSA), and Certified Islamic Banker (CIB), among other qualifications. Auwalu is a widely respected subject matter expert in Shari'ah, Islamic Banking, and Finance, and is also a CIBAFI Certified Trainer, having delivered Islamic banking and finance training programmes for several decades.

Prior to joining Jaiz Bank, he held several senior leadership and managerial roles across leading financial institutions. These include Regional Executive at African Alliance Insurance Plc (2010-2012), as well as senior positions at Ecobank (formerly Oceanic Bank) (2009-2010) and Access Bank (formerly Intercontinental Bank) (2005-2009). His earlier career also spans roles at Equity Bank, IMB International Bank, Ecobank, and United Bank for Africa (UBA).

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 2025

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, 2011. 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 Group.

2. OPERATING RESULTS

   DETAILS	2025	2024
   Gross Earnings	102,812,858	82,874,820
   Profit Before Tax	31,247,090	24,444,874
   Income Tax Credit/(Expense)	(1,040,287)	(960,624)
   Windfall Levy	(50,000)	-
   Profit for the year	30,156,803	23,484,250
   Basic & Diluted Earnings per share(kobo)	67.63 kobo	66.38 kobo

3. BUSINESS REVIEW AND FUTURE DEVELOPMENT

   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 yea-r.	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	Paid annually to Non - Executive Directors only.	Paid quarterly in arrears.
      Sitting allowances	Allowances paid to Non-Executive Directors only, for attending Board and Board Committee Meetings.	Paid after each Meeting.

   2. Changes on the Board Appointments on the Board

      The Board appointed Omolara Muinat Ismail as Executive Director of the Bank effective from 28th February , 2026. Her appointment has been approved

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

      .Profile of Omolara Muinat Ismail

      Omolara Ismail brings more than 25 years of experience across retail, commercial and corporate banking. Her professional career spans senior management and board-level roles at Guaranty Trust Bank Plc, including service as a Non-Executive Director and Chairman of the Board Credit Committee of the bank's subsidiary in The Gambia.

      A Chartered Banker, she is a Fellow of the Chartered Institute of Bankers of Nigeria and the National Institute of Credit Administration. She holds an MBA from the University of Ilorin and Bangor University in the United Kingdom and has completed several executive programmes at international institutions.

      Prior to her appointment, she was General Manager, Business Development, and Head of the Lagos and South Directorate, where she oversaw regional expansion, product innovation and digital banking initiatives.

   3. Directors Retiring by Rotation

      In accordance with the provisions of the Companies & Allied Matters Act, Tajuddeen Aminu Dantata,Sa'adat Hamza Mohammed and Mustapha Ibrahim Ahmad hereby retire by rotation. Being eligible, Tajuddeen Aminu Dantata,Sa'adat Hamza Mohammed and Mustapha Ibrahim Ahmedhereby present themselves for re-election. A record of attendance at the Board and Board Committee meetings by Tajuddeen Aminu Dantata,Sa'adat Hamza Mohammed and Mustapha Ibrahim Ahmad 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 Mohammed Mustapha Bintube has 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

      	DECEMBER 2025		DECEMBER 2024
      DIRECTORS	DIRECT	INDIRECT	DIRECT	INDIRECT
      Mohammed Mustapha Bintube	25,602,000	9,092,326,811 (Estate of Alhassan Aminu Dantata)	20,000,000	4,023,971,327 (Dantata Invest. & Sec. Co. Ltd)
      Saádat Hamza Mohammed	-	4,096,154,4893 (Althani Invest. Ltd)	N/A	4,096,154,493 (Althani Invest. Ltd)
      Mallam Mustapha Ibrahim Ahmad	-	3,053,458,570 (Dangote Industries Ltd)	N/A	3,053,458,570 (Dangote Industries Ltd)
      Ibrahim Mohammed Indimi	-	13,093,099,656	N/A	13,093,099,656 (Alh. (Dr) Muhammad Indimi)
      Seedy Mohammed Njie	-	2,506,666,588 (Islamic Development Bank)	N/A	2,506,666,588 (Islamic Development Bank)
      Muhammad Hadi Abdulmutallab	-	4,461,382,066 (Alh. (Dr.) Umaru Abdulmutallab)	-	4,461,382,066 (Alh. (Dr.) Umaru Abdulmutallab)
      Ahmed Mohammed Indimi	-	13,093,099,656	-	13,093,099,656 (Alh. (Dr) Muhammad Indimi)
      Dr. Abdulateef Bello	4000	N/A	4000	N/A
      Dr Aisha Waziri Umar Ph.D	-	-	-	-
      Tajuddeen Aminu Dantata	-	9,092,326,811 (Estate of Alhassan Aminu Dantata)	-	-
      Nike Kolawole	-	-	-	-
      Haruna Musa Ph.D	21,985,800	-	11,000,000	-
      Alhassan Abdulkarim	10,475,050	-	11,475,000	-

5. ACQUISITION OF OWN SHARES

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

6. PROPERTY AND EQUIPMENT

   Information relating to changes in property and equipment is given in the Notes to the financial statements. In the opinion of the directors, the market value of the Bank's property and equipment is not less than the value shown in the financial statements.

7. EMPLOYMENT AND EMPLOYEES

   1. Employee Involvement and Training

      Management, professional and technical expertise are the Bank's major assets and investment in their training, both locally and overseas, continued during the period under review.

      Formal and informal channels of communication are employed in keeping staff abreast of various factors affecting the Bank as a going concern.

   2. Employment Policy

      The Company's recruitment policy is based solely on merit and does not discriminate against any person based on religion, tribe, or physical disability.

   3. Health Safety and Welfare at Work

      Health and safety regulations are in force within the Bank's premises, and employees are aware of existing regulations. The Bank provides subsidies to all employees for medical, transportation, lunch, and access to recreational facilities to enhance their welfare and productivity.

      The Bank operates a crèche facility for its staff at its Head Office and plans to extend it to other locations in due course. We actively promote the wellness of our employees and have provided a gymnasium at our Head Office for use by all staff. Fire prevention and fire-fighting equipment are installed in strategic locations within the Bank's premises. The Bank operates a contributory pension plan in line with the Pension Reform Act for its employees.

   4. Gender Analysis

      The average number and percentage of male and female employees during the year ended 31 December

      Total Staff

      	MALE FEMALE		TOTAL	MALE FEMALE
      EMPLOYEES	Number			Percentage
      	685	302	987	69%	31%

      Senior Management

      	MALE FEMALE		TOTAL	MALE FEMALE
      	Number			Percentage
      Board	10	3	13	77%	23%
      Top Management	9	2	11	82%	18%
      Total	19	5	24	79%	21%

      Gender analysis of the Board and Top Management for the year ended 31 December, 2025 is as follows:

8. POST BALANCE SHEET EVENTS

   There were no post-balance sheet events that could have a material effect on the company's state of affairs as of 31 December, 2025, or the profit for the year ended on that date that has not been adequately provided for or disclosed.

9. EQUITY RANGE ANALYSIS

   The shareholding pattern of the Bank as of 31 December, 2025 is as follows:

   HOLDINGS		NO. OF SHAREHOLDERS	PERCENTAGE OF SHAREHOLDERS (%)	NUMBER OF HOLDINGS	PERCENTAGE HOLDINGS (%)
   1.00	1,000.00	3645	10.34	1,151,118	0.00
   1,001.00	1,000.00	12474	35.39	34,431,386	0.08
   5,001.00	5,000.00	5762	16.35	51,402,981	0.12
   100,001.00	100,000.00	5944	16.86	152,085,898	0.34
   500,001.00	500,000.00	2940	8.34	270,447,137	0.61
   100,001.00	100,000.00	3147	8.93	776,038,508	1.74
   500,001.00	500,000.00	592	1.68	471,364,719	1.06
   1,000,001.00	1,000,000.00	570	1.62	1,288,135,714	2.89
   5,000,001.00	5,000,000.00	93	0.26	718,394,122	1.61
   10,000,001.00	10,000,000.00	62	0.18	1,279,098,921	2.87
   50,000,001.00	50,000,000.00	6	0.02	433,599,747	0.97
   100,000,001.00	100,000,000.00	9	0.03	2,165,065,622	4.86
   1,000,000,001.00	Above	8	0.02	36,948,194,459	82.86
   GRAND TOTAL		35,252	100	44,589.410,332	100

10. SUBSTANTIAL SHAREHOLDERS

According to the register of members at 31 December, 2025, the following shareholders held more than 5.0% 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 5% of the Bank's issued and fully paid shares except as disclosed above.

1. SHAREHOLDING HISTORY

   Authorized Share Capital Increase				Issued & Fully Paid Capital Increase
   Year	Unit	From	To	Unit	From	To	Consideration
   2003	2,500,000,000	-	2,500,000,000	2,500,000,000	-	2,500,000,000	Cash
   2004	-	-	-	-	-	-	-
   2005	-	-	-	-	-	-	-
   2006	13,000,000,000	2,500,000,000	13,000,000,000	-	13,000,000,000	-	Cash
   2007	-	-	-	-	-	-	-
   2008	-	-	-	1,514,429,720	2,500,000,000	4,014,429,720	Cash
   2012	-	-	-	7,732,867,330	4,014,429,720	11,829,699,720	Cash
   2014	15,000,000,000	13,000,000,000	15,000,000,000	-	-	-	-
   2016	-	-	-	2,902,424,930	11,829,699,720	14,732,124,650	Cash
   2017	25,000,000,000	15,000,000,000	25,000,000,000	2,464,249,300	-	14,732,124,650	-
   2018	25,000,000,000	-	25,000,000,000	2,464,249,300	-	14,732,124,650	-
   2019	25,000,000,000	-	25,000,000,000	2,464,249,300	-	14,732,124,650	-
   2020	25,000,000,000	-	25,000,000,000	29,464,249,330	-	14,732,124,650	-
   2021	25,000,000,000	-	25,000,000,000	34,541,172,377	-	17,270,586,188 50	-
   2022	25,000,000,000	-	25,000,000,000	34,541,172,377	14,732,124,650	17,270,586,188 50	Cash
   2023	25,000,000,000	-	25,000,000,000	34,541,172,377	-	17,270,586,188 50	-
   2024	25,000,000,000	-	25,000,000,000	44,589,410,332	-	22,294,705,166	Cash
   2024	25,000,000,000	-	25,000,000,000	44,589,410,332	-	22,294,705,166	-

   Share split from N1.00 per Share to N0.50K Per Share

2. DONATIONS AND SPONSORSHIP

   In order to identify with the aspirations of various sections of the society, the Bank donated a total sum of N192,355,000 (December 31 2024: N188,154,500) as donations and charitable contributions during the year. It comprises contributions to Educational organisations, Art and Cultural organisations, and Professional organisations amongst others which are sharia compliant

3. Asset Values

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

4. Audit Committee

   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 Mohammed, FCA Shareholder Representative - Chairman

   Alhaji Ibrahim Lawal Ozomata Shareholder Representative Alhaji Mohammed Gulani Shuaibu Shareholder Representative Mrs. Aisha Waziri Umar Ph.D Non-Executive Director Alhaji Ibrahim Indimi Non-Executive Director

   The functions of the Audit Committee are as laid down in Section 404 (7) of CAMA 2020.

5. Auditors

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

A resolution will be proposed at the Annual General Meeting to authorise the Directors to determine their remuneration.

BY ORDER OF THE BOARD

MOHAMMED SHEHU

FRC/2017/NBA/00000016416

Company Secretary/Legal Adviser Jaiz Bank PLC.

Jaiz Bank House

Plot 1073 J.S. Tarka Street Area 3, Garki, Abuja Federal Capital Territory 4th March 2026

The Board of Jaiz Bank Plc ('the Bank') is pleased to present the Corporate Governance Report for the Year Ended December 31, 2025. 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 Exchange Group.

Board Structure

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 12 members, comprising 11 Non-Executive Directors and 3 Executive Directors. Within this framework, 3 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. The Board experienced changes throughout the year, with 6 Directors retiring or resigning from their positions.

Notably, 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.

*Ahmed Mohammed Indimi was appointed as Non-Executive Director effective April 14, 2025

* Adenike Kolawole was appointed as Independent Non-Executive Director effective June 11, 2025

Board Changes

*Appointments on the Board

The Board appointed Omolara Muinat Ismail as Executive Director of the Bank effective from 28th February , 2026. Her appointment has been approved by the Central Bank of Nigeria and would be presented to shareholders at the Annual General Meeting.

* Profile of Omolara Muinat Ismail

Omolara Ismail brings more than 25 years of experience across retail, commercial and corporate banking. Her professional career spans senior management and board-level roles at Guaranty Trust Bank Plc, including service as a Non-Executive Director and Chairman of the Board Credit Committee of the bank's subsidiary in The Gambia.

A Chartered Banker, she is a Fellow of the Chartered Institute of Bankers of Nigeria and the National Institute of Credit Administration. She holds an MBA from the University of Ilorin and Bangor University in the United Kingdom and has completed several executive programmes at international institutions.

Prior to her appointment, she was General Manager, Business Development, and Head of the Lagos and South Directorate, where she oversaw regional expansion, product innovation and digital banking initiatives.

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 pertaining 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 the integrity of financial reports.

Approval of significant 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 undertaken by directors in 2025.

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. twelve (12) years while the maximum tenure for Executive Directors is limited to a maximum of three (3) terms of four (4) years each, i.e. twelve (12) years.

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

Board Meetings

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

Attendance of Meetings

With a steadfast commitment to advancing corporate governance practices and optimizing Board meeting attendance, the Company Secretary takes proactive measures. An annual calendar of meetings is meticulously crafted, serving as a strategic tool for planning and scheduling. 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 2025 financial year.

* Ahmed Mohammed Indimi was appointed as Non-Executive Director effective April 14, 2025

* Adenike Kolawole was appointed as Non-Executive Director effective June 11, 2025

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.

Board Committees

Board Risk Management Committee (BRMC) Board Investment Committee (BIC)

Board Finance and General Purpose Committee (BFGPC)

Board Governace Nominations and Remuneration Committee (BGNRC) 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:

Board Governance, Remunerations & Nominations Committee (BGRNC)

Membership

Details Designation

Dr. Aisha W. Umar Chairman

Mustapha Ibrahim Ahmed Member

Tajudeen Aminu Dantata Member

Sa'adat Hamza Mohammed Member

Dr. Abdullateef Bello Member

Ibrahim Mohammed Indimi Member

The Committee's major responsibilities include:

Considering matters relating to Board's remunerations and Appointment; Recommending any proposed change(s) to the Board;

Keeping under review the need for appointments;

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;

Advising the Board on succession planning regarding the roles of the Chairman, Chief Executive Officer and Executive Directors; Advising the Board on the contents of the Directors Annual Remuneration Report to shareholders;

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

BGRNC Meeting Attendance

Board Investment Committee (BIC)

Membership

Details Designation

Mustapha Ibrahim Ahmad Chairman Muhammadu Hadi Abdulmutallab Member Dr Aisha Waziri Umar Member

Sa'adat Hamza Mohammed Member

Haruna Musa Ph.D. Member

Alhassan Abdulkarim Member

Ahmed Mohammed Indimi Member

27

The Committee's major responsibilities include:

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.

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

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

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.

Evaluate and approve all investment beyond the powers of the Executive Management. Ensure that the Bank's investment portfolio is both quantitative and qualitative.

Evaluate and recommend to the Board all investments beyond its powers

Review and approve any changes in investment strategy and plan that would lead to the disposal of the Bank's assets. Review and approve investment risk appetites and limits.

Review proposals for investment recovery.

Review Management Investment Committee (MIC) reports on the Bank's investment portfolio at least once every quarter. Undertake an annual review of the effectiveness of the Committee.

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.

The table below is the record of attendance for the BIC meetings for the 2025 financial year.

BIC Meeting Attendance

* Ahmed Mohammed Indimi became member of BIC effective June 17, 2025

* Ceased to be a member of BRMC effective June 17, 2025

** Became a member of BRMC effective June 17, 2025

*** Became a member of BRMC effective June 17, 2025

Board Risk Management Committee (BRMC)

Membership

Details Designation

Dr. Abdullateef Bello Chairman

Tajuddeen Aminu Dantata Member

Sa'adat Hamza Mohammed Member

Ahmed Mohammed Indimi Member

Adenike Kolawole Member

Haruna Musa Ph.D. Member

Alhassan Abdulkarim Member

The Committee's major responsibilities include:

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.

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

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

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.

Evaluate and approve all investment beyond the powers of the Executive Management. Ensure that the Bank's investment portfolio is both quantitative and qualitative.

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

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

Review proposals for investment recovery.

Review Management Investment Committee (MIC) reports on the Bank's investment portfolio at least once every quarter. Undertake an annual review of the effectiveness of the Committee.

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.

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 table below is the record of attendance for the BRMC meetings for the 2025 financial year.

BRMC Meeting Attendance

* Ahmed Mohammed Indimi became member of BRMC effective June 17, 2025

* Sa'adat Hamza Mohammed ceased to be member BRMC effective June 17, 2025

* Adenike Kolawole Became a member of BF&GPC effective June 17, 2025

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

Membership

Details Designation

Ibrahim Mohammed Indimi Chairman Muhammad Hadi Abdulmutallab Member Tajuddeen Aminu Dantata Member

Mustapha Ibrahim Ahmad Member

Adenike Kolawole * Member

Haruna Musa Ph.D. Member

Alhassan Abdulkarim Member

The Committee's major responsibilities include:

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

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

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;

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

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

The table below is the record of attendance for the Board F&GPC meetings for the 2025 financial year.

BFGPC Meeting Attendance

* Adenike Kolawole Became member of F&GPC effective July 17, 2025

Board Audit Committee

Membership

Details Designation

Adenike Kolawole * Chairman

Dr. Abdullateef Bello Member

Muhammad Hadi Abdulmutallab Member

Sa'adat Hamza Mohammed Member

Ahmed Mohammed Indimi* Member

The Committee's major responsibilities include:

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.

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

To review the integrity of the bank's financial reporting and the independence of the external auditors;

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

Consider, review and report on the periodic Management Accounts of the Bank; and also advise the Board of Directors on the year-end accounts; Ensuring that the Bank complies with all relevant internal policies and procedures as well as regulations governing the Bank;

To review the summaries of the whistleblowing cases reported and the result of the investigation from the Head of Internal Audit. Review the internal audit reports and assess the adequacy of the internal controls.

Review the Compliance Reports for each quarter.

Ensuring full and prompt implementation of recommendations of Internal Auditors, Examiners and External Auditors. The table below is the record of attendance for the BAC meetings for the 2025 financial year.

BAC Meeting Attendance

Statutory Audit Committee

Membership

Details Designation

Alh. Shehu Mohammed, FCA Chairman Alh. Lawal Ibrahim Ozomata (Shareholder) Shareholder Alh. Mohammed Shuaibu Gulani (Shareholder) Shareholder

Alh. Ibrahim Mohammed Indimi Non-Executive Director

Dr. Aisha Umar Waziri Non-Executive Director

The Committee's major responsibilities include:

To ascertain whether the accounting and reporting policies of the Bank are in accordance with legal requirements and agreed ethical practices; Review and approve the scope and planning of audit requirements;

Review the findings on management matters in conjunction with the External Auditors and Management's responses thereon; Oversee the independence of the external auditors;

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

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;

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

Discuss the annual audited financial statements and half yearly unaudited statements with management and external auditors. The table below is the record of attendance for the SAC meetings for the 2025 financial year.

Management Committees

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

The Executive Management Committee is the highest Management Committee comprising the Bank's Executive Directors and Top Management Staff.

Other Management Committees include the Assets and Liability Committee (ALCO), Management Investment Committee (MIC), Branch Development Committee, Procurement Committee, IT Steering Committee, Disciplinary Committee, Criticised 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 organisational efficiency, amongst others.

Ownership Structure

The ownership structure of the Bank is as follows:

Sustainability Banking

At Jaiz Bank Plc, our primary interest is to conduct business with a solid ethical foundation and a positive social impact. Mindful of the profound implication 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, 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 the success of our business and 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 Ethics

The Bank has an Ethical Conduct and Integrity Policy, which all employees are required to abide by. Employees are expected to maintain high ethical standards in all aspects of their professional lives. 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 behaviours.

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. This policy applies 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 stakeholders. The Bank has a direct link on its website and intranet to enable stakeholders to report any allegations they want the Bank to investigate. Apart from the direct link, unethical practices can be reported via the email address whistleblowing@jaizbankplc.com.

A team comprising selected members of Top Management is responsible for reviewing reported cases and recommending appropriate action to the Board through the Audit Committee, depending on the severity of the issues involved. However, all whistleblowing cases are reported quarterly to the Board.

The Bank's Chief Compliance Officer similarly renders quarterly whistle-blowing reports to the Central Bank of Nigeria.

Remuneration Policy

In line with corporate governance best practices, the Board 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 the following elements:

Fixed remuneration: This is primarily based on the level of responsibility and constitutes a relevant part 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 achieving previously established targets and prudent risk management. It comprises profit-sharing/productivity bonuses payable annually.

The combination of these elements serves as the basis for a balanced remuneration system that reflects the Bank's strategy, values, and shareholders' interests.

I Remuneration to Non-Executive Directors (NEDs):

The remuneration structure for NEDs at the Bank is multifaceted. They receive remuneration in the form of sitting allowance for participating in Board and Committee meetings. In addition to sitting allowance, NEDs are entitled to reimbursement for t ravel, hotel accommodations, and other out-of-pocket expenses incurred while fulfilling their official responsibilities. NEDs also receive Directors' fees which are paid on a quarterly basis. Upon completion of their tenure, Non-executive Directors also receive one-off payment benefits.

The sitting fees, a compensation component, may be subject to modification or implementation changes, requiring approval from the Board. This approach ensures transparency and aligns with the commitment to periodic review and adjustment of compensation structures in accordance with evolving governance practices and business needs. It is noteworthy that NEDs do not receive any other form of remuneration or commission except those enumerated above.

ii. Remuneration to Executive Directors,

The remuneration for Executives comprises fixed remuneration, benefits & perquisites, retirement/exit benefits and performance-based remuneration (short-term and long-term incentives).

Contingency Planning Framework

The framework for contingency planning consists of a set of identified policies, actions and processes necessary for the prevention, management and containment of banking systemic distress and crisis.

The Board has put in place various contingency plans for capital and liquidity restoration, among others, which would enhance the Bank's ability to withstand both temporary and long-term disruptions in its ability to fund its activities in a timely manner.

Shareholders' interest

The Bank, in its bid to protect the interest of its shareholders, including particularly its minority shareholders, ensures that shareholder meetings are convened in a transparent and fair manner. Adequate notice of the general meeting is provided to shareholders, and their rights are always protected. Attendance at the general meeting is open to all shareholders or their proxies. The proceedings are usually monitored by the representatives of the Central Bank of Nigeria, the Corporate Affairs Commission, the Nigerian Deposit Insurance Commission and the Securities and Exchange Commission.

The Bank has an Investor Relations Unit, which deals with communications among the Bank; the shareholders; as well as the capital market. The Bank also has an Investor Relations Portal on its website where the Bank's annual reports and accounts and other relevant information are made accessible to its shareholders. The Bank has a dedicated email address through which shareholders and prospective investors can channel their enquiries for prompt response.

The email address is investorrelations@jaizbankplc.com. 33

Communication Policy

The main objective of the Policy is to support the Bank in achieving its objectives in pursuit of best corporate governance practices. Executive Management ensures that communication and dissemination of information are done in English, which must be clear, relevant, objective, easy to understand, and useful. The Policy also ensures that the Bank delivers prompt, courteous, and responsive service that is sensitive to the needs and concerns of customers and other stakeholders.

Advisory Committee of Experts (ACE)

The independent Committee of Shariah Experts reviews the Bank's operations to confirm that activities were carried out in accordance with Shariah's standards. The ACE is responsible for assuring that the Bank's funds are not invested in prohibited activities or transactions and certifying that all the Bank's products and services are compliant with Shariah.

The members of the Shari'ah Advisory Board are a mixture of Islamic scholars well-versed in Islamic laws, principles, and traditions relating to trade, finance, and economics, as well as financial experts.

Internal Control

Various aspects of the internal control of the Bank are the responsibilities of key officers. The Chief Audit Executive, the Chief Compliance Officer, the Chief Risk Officer, the Chief Finance Officer, and the Company Secretary/Legal Adviser are all responsible for managing the internal control of the Bank.

The control system of the Bank provides adequate assurance that the Bank will not be adversely affected by any event that could be reasonably foreseen.

Company Secretary

The Company Secretary is responsible for assisting the Board and Management in implementing the applicable Codes of Corporate Governance. The Company Secretary serves as a point of reference and support for all Directors. The appointment of the Company Secretary is done through a rigorous process that is similar to that of directors. The Company Secretary is fully empowered to discharge these responsibilities, and the position reports directly to the Board, with a dotted line to the MD/CEO.

Statement of Compliance

The Bank complies with the relevant provisions of the SEC, FRCN and CBN Codes of Corporate Governance. In the event of any conflict between the two Codes regarding any matter, the Bank would refer to the provision of the CBN Code as its primary Regulator.

Monitoring Compliance with Corporate Governance

The Chief Compliance Officer monitors compliance and implementation of the Central Bank of Nigeria (CBN) Code of Corporate Governance as well as the Securities and Exchange Commission (SEC) 's Code of Corporate Governance.

Complaints Management Policy

In line with the Securities and Exchange Commission's rules, the Bank has iDeveloped a Complaints Management Policy. The Policy is available in the Investor Relations section on the Bank's website.

At Jaiz Bank PLC, we embrace and celebrate cultural diversity and inclusion as central to our organizational values. Our workforce is a reflection of the dynamic and diverse communities we serve across Nigeria, with representation from all six geopolitical zones, alongside a wide array of nationalities, genders, and age groups. Currently, our workforce consists of 987 permanent employees, with women making up 31% and men accounting for 69% of our team.

We understand that diversity drives innovation, strengthens customer relationships, and cultivates a productive and engaging work environment. As such, we are deeply committed to ensuring that our workplace is inclusive, where every employee feels respected, valued, and empowered with equal opportunities for success.

Our dedication to fostering a truly inclusive environment is demonstrated through our focus on:

• Promoting intercultural understanding: We invest in training programs and initiatives designed to enhance communication skills and increase awareness of different cultural perspectives, ensuring all employees appreciate the value of diversity.

• Creating equal opportunities: We are committed to providing fair and equitable treatment to all employees, regardless of their background, and ensuring that every individual has an opportunity to grow and succeed within our organization.

• Developing a culture of respect: At Jaiz Bank PLC, we prioritize creating an environment where every voice is heard, every opinion is valued, and all employees are empowered to contribute meaningfully to our collective success.

  By continuing to foster diversity and inclusion, we aim to create a workplace that reflects the values of fairness, respect, and equality, and enhances the overall experience of both our employees and customers.

  S/N	GENDER	NO	%
  1	FEMALE	302	31
  2	MALE	685	69
  		987	100

  31%

  Female

  STAFF GENDER

  69%

  Male

  S/N	AGE CATEGORY	NO	%
  1	Generation X (46-60yrs)	143	14
  2	Millennials (30-45 Yrs)	763	77
  3	Gen Z (18-29yrs)	81	8
  		987	100

  143

  Generation X

  (46-60 Yrs)

  763
  
  

  Millennial

  (30-45 Yrs)

  81

  Gen Z

  (18-29 Yrs)

  CUSTOMER COMPLAINT FEEDBACK

  Jaiz Bank Plc's journey through 2025 has been defined by transformation, innovation, and an unwavering dedication to ethical finance. As a leading institution in this dynamic landscape, our mission of "Making Life Better through Ethical Finance" continues to shape every aspect of our operations, ensuring that customer satisfaction remains at the heart of all we do.

  This year, our strategy has revolved around embedding customer-centric practices across all touchpoints. Recognizing that exceptional service stems from a well-equipped workforce, we launched targeted training programs aimed at developing empathy-driven, solution-oriented service professionals. Also, in tandem with capacity building, we introduced comprehensive upgrades to our complaints and feedback management systems. These enhancements incorporate advanced digital technologies designed to streamline processes, enabling real-time issue resolution and fostering stronger customer connections. By shifting our focus from reactive problem-solving to proactive engagement, we have transformed feedback into a powerful tool for growth and innovation.

  Our Complaints Channels

  The following complaint and feedback channels are available to ensure a seamless and effective complaint management process:

  These channels include:

  Online Enquiry and Complaints form on the Bank's website -https://www.jaizbankplc.com

  Live Chat via the Bank's Website https://www.jaizbankplc.com 24/7 Call Centre (07007730000)

  Customer Support email - customercare@jaizbankplc.com

  Social Media

• Facebook: @jaizbankplc

• Twitter: @jaizbankNG

• Instagram: @jaizbankplc

• LinkedIn: @jaizbankplc

• Tiktok: @jaizbankng

• Thread: @jaizbankplc Jaiz Bank Branches Feedback QR Codes

  Dedicated Feedback / Complaint Phone Lines

  Suggestion / Complaint Boxes Customer Service Desks Complaints

  At Jaiz Bank, resolving customer complaints swiftly and effectively is a core priority. Our frontline staff, trained and empowered to address issues efficiently, handle complaints as a first point of contact. Each complaint is assigned a unique identifier for tracking and monitoring. For cases requiring escalation, the issue is directed to the relevant desk, and the customer is kept informed throughout the resolution process. If the customer is not satisfied with the resolution provided, alternative dispute resolution options are clearly communicated.

  We remain dedicated to enhancing customer experiences and continuously improving our complaints management system. By adopting a proactive, customer-focused approach, Jaiz Bank strives to deliver exceptional service while fostering trust and satisfaction among our valued customers.

  Transparent Tracking and Reporting

  We employ a systematic approach to track and record complaints, ensuring timely and effective resolution. Through root cause analysis, recurring issues are identified and addressed in collaboration with relevant business units to implement lasting solutions. Regular reports on complaints are compiled and submitted to regulatory authorities on a daily and monthly basis.

  Customer Feedback Mechanisms

  Jaiz Bank actively seeks and values feedback to better understand customer needs and improve our services. Following every transaction, customers receive surveys via email to evaluate their experiences with our products, services, and channels. Additional feedback channels include:

• Online Surveys

• Plaques

• Feedback QR Codes

• Staff forums

• Customer Engagement Programs

• Regular Business Review Meetings

• Social Media Platforms' Interactions

Report as at 31st December 2025

The Directors accept responsibility for the preparation of the financial statements that give a true and fair view in accordance with the requirements of the International Financial Reporting Standards, the Financial Accounting Standards issued by AAOIFI, the Financial Reporting Council of Nigeria Act 2011, the Banks and Other Financial Institutions Act 2020, and relevant Central Bank of Nigeria regulations.

The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act 2020 and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error.

Going Concern:

The Directors have made assessment of the Company's ability to continue as a going concern and have no reason to believe that the Bank will not remain a going concern in the years ahead.

Resulting from the above, the directors have a reasonable expectation that the company has adequate resources to continue operations for the foreseeable future. Thus, Directors continued the adoption of the going concern basis of accounting in preparing the annual financial statements.

Alhassan Abdulkarim

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:

Haruna Musa Ph.D

Executive Director, Business Development Managing Director/CEO

FRC/2024/PRO/DIR/003/690956 FRC/2017/CIBN/00000016515

In the Name of Allah, the Most Gracious, the Most Merciful

All praise is due to Allah, Lord of the Worlds. Peace and blessings be upon our Noble Prophet Muhammad (SAW), his family, his companions, and those who follow them in righteousness until the Day of Judgment.

To the Shareholders of Jaiz Bank Plc

Assalamu Alaikum wa Rahmatullahi wa Baraka atuh.

May the p eace, mercy and blessings of Allah be upon you .

In accordance with our letter of appointment as the Advisory Committee of Experts (ACE) of Jaiz Bank Plc and pursuant to the requirements of Shariah governance, we hereby submit our Report for the financial year ended 31 December 2025

1. Responsibility of the Management

   The Management of Jaiz Bank Plc is responsible for ensuring that the Bank's operations, products, contracts, and activities are conducted in full compliance with the principles and rules of Shariah. This responsibility includes the establishment and mainte nance of effective internal Shariah compliance controls, ensuring adherence to the resolutions, fatwas, and guidelines issued by the Advisory Committee of Experts (ACE), and implementing appropriate corrective measures where any instances of non -compliance are identified .

2. Responsibility of the Advisory Committee of Experts

   Our responsibility is to express an independent opinion, based on our review, on whether the Bank has complied, in all material respects, with the principles and rules of Shariah in its operations during the year under review.

   Our review was conducted in accordance with the applicable Shariah governance framework and AAOIFI standards.

3. Scope of Review

   In discharging our responsibilities, we have

   • Reviewed and approved the structures and documentation of products and contracts entered by the Bank.

   • Examined reports submitted by the Shariah Audit and Shariah Compliance function s.

   • Reviewed selected transaction samples and operational processes .

   • Assessed the profit distribution methodology for investment account

     holders.

   • Reviewed the identification, segregation, and disposal of Non -Permissible Income (NPI)

   • Monitored compliance with our resolutions and directives.

     Our procedures were designed to obtain reasonable assurance that the Bank's activities were conducted in accordance with Shariah principles. We confirm that we have received all necessary information and explanations required to discharge our duties.

4. Shariah Opinion

   Based on the information provided to us and the review undertaken, we are of the opinion that:

   1. The contracts, transactions, and operations carried out by Jaiz Bank Plc during the financial year ended 31 December 202 5 were, in all material respects, in compliance with the principles and rules of Shariah.

   2. The basis and methodology adopted for the allocation and distribution of profits to investment account holders were in accordance with Shariah principles and the approvals of the ACE.

   3. Income identified as Non -Permissible Income (NPI) during the year was properly segregated and disposed of in accordance with Shariah requirements and the 3 Bank's approved policy. The disposal of such income has been carried out to the satisfaction of the AC E

   4. Instances of operational observations identified during the year were communicated to management, and appropriate corrective measures have been implemented.

5. Conclusion

We appreciate the cooperation extended to us by the Board of Directors, Management, and staff of Jaiz Bank Plc, for their cooperation and their commitment to the Islamic banking practices . We particularly acknowledge the support of the Shariah Audit and Shariah Compliance function s which had enabl ed us to effectively perform our supervisory responsibilities.

We pray to Almighty Allah (SWT) to grant continued success, integrity, and growth to Jaiz Bank Plc and all its stakeholders.

And Allah knows best.

Wa Assalamu Alaikum wa Rahmatullahi wa Barakatuh. Dated: February 2026

For and on behalf of the Advisory Committee of Experts (ACE) Prof. Dr. Abdulazeem J. Abozaid FRC/2025/PRO/IODN/002/555358

Chairman's Signature

Prof. Ahmad Bello Dogarawa Member Dr. Warshu Tijjani Rabiu Member Prof. Ahmad Ibrahim Makari Member