Quarter 5 - financial statement for 2025

I.B.T.C. Place Walter Carrington Crescent / P.O. Box 71707 Victoria Island Lagos Nigeria Telephone: +234-1- 4227000. +234-1- 4488900 Facsimile: 234-1- 2806998 https://www.stanbicibtc.com

Stanbic IBTC Holdings PLC RC 1018051

Directors: Olusola David-Borha (Chairman) Chukwuma Nwokocha (Chief Executive) Kunle Adedeji (Executive) F. Ajogwu (SAN) B. Manu M. Mohammed N. Nwuneli B. Omotowa N. Uwaje-Begho

STANBIC IBTC HOLDINGS PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Table of contents Page

Directors' report i-v

Statement of Directors' responsibilities in relation to the financial statements vi

Corporate governance report vii-xxiii

Certification by Chief Executive and Chief Financial Officer xxiv

Management's Annual Assessment of, and Report on, Stanbic IBTC Holdings PLC's Internal Control over Financial Reporting xxv

Chief Executive's certification of management's assessment on internal control over financial reporting xxvi

Chief Financial Officer's certification of management's assessment on internal control over financial reporting xxvii

Report of the audit committee xxviii

Report of External Consultants on the Board Performance Evaluation of Stanbic IBTC Holdings Plc xxix

Independent practioner's report xxx

Independent auditor's report xxxi

Consolidated and separate statements of financial position 1

Consolidated and separate statements of profit or loss 2

Consolidated and separate statements of other comprehensive income 3

Consolidated and separate statements of changes in equity 4 -5

Consolidated and separate statements of cash flows 6

Notes to the consolidated and separate financial statements 7-147

Income statement for the three-month and twelve month period ended 31 December 2025 148

Value added statements Annexure A

Five year financial summary Annexure B

Details of professionals who provided services to the financial statements Annexure C

List of agents Annexure D

STANBIC IBTC HOLDINGS PLC

The Directors present their annual report on the affairs of Stanbic IBTC Holdings PLC ("the Company") and its subsidiaries (together "the Group"), together with the consolidated and separate financial statements and auditor's report for the year ended 31 December 2025.

1. Legal form

   The Company was incorporated in Nigeria under the Companies & Allied Matters Act (CAMA) as a public limited liability Company on 14 March 2012. The Company's shares were listed on 23 November 2012 on the floor of The Nigerian Exchange Group (NGX).

2. Principal activity and business review

   The principal activity of the Company is to carry on business as a financial holding Company, to invest and hold controlling shares, in as well as manage equity in its subsidiary companies.

   The Company has ten direct subsidiaries, namely: Stanbic IBTC Bank Limited, Stanbic IBTC Pension Managers Limited, Stanbic IBTC Asset Management Limited, Stanbic IBTC Capital Limited, Stanbic IBTC Insurance Limited, Stanbic IBTC Stockbrokers Limited, Stanbic IBTC Ventures Limited, Stanbic IBTC Insurance Brokers Limited, Stanbic IBTC Trustees Limited, Zest Payments Limited and one indirect subsidiary, namely: Stanbic IBTC Nominees Limited.

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

3. Operating results and dividends

   The Group's gross earnings increased by 38.09%, profit before tax increased by 81.62% and profit after tax increased by 69.01% for the year ended 31 December 2025. The directors' recommend the approval of a final dividend of 400 kobo per share (31 December 2024: 300 kobo per share) for the year ended 31 December 2025.

   31-Dec-25 Group ₦'million 1,136,869	31-Dec-24 Group ₦'million 823,309	31-Dec-25 Company ₦'million 122,673	31-Dec-24 Company ₦'million 63,006
   551,757 (170,961)	303,796 (78,485)	106,075 (135)	43,422 (84)
   380,796 (4,266)	225,311 (3,705)	105,940 -	43,338 -
   376,530	221,606	105,940	43,338
   63,607 39,754	38,871 25,914	63,607 39,754	38,871 25,914
   103,362	64,785	103,362	64,785

   Highlights of the Group's and Company's operating results for the year under review are as follows:

   Gross earnings* Profit before tax Income tax Profit after tax

   Non controlling interest

   Profit attributable to equity holders of the parent

   Dividend Proposed/Paid (Final) Dividend Paid (Interim)

   Total Dividend

   *Gross earnings include interest income, gross fees and commission, trading revenue, net insurance service result before reinsurance contracts held, and other income.

   i

STANBIC IBTC HOLDINGS PLC

1. Directors interest in contracts

   The Company currently has some Technical and Management Service Agreements with its subsidiaries, which covers the provision of shared services to the subsidiaries in line with CBN Regulation for Holding Companies. These services are provided at arm's length and appropriate fees charged in line with best practice.

2. Property and equipment

   Information relating to changes in property and equipment is given in Note 18 to the financial statements. In the Directors' opinion the disclosures regarding the Group's properties are in line with the related statement of accounting policy of the Group.

   ii

1. Shareholding analysis

   The shareholding pattern of the Company as at 31 December 2025 is as stated below:

   Percentage of

   Share range

   No. of shareholders

   shareholders No. of holding Percentage holdings

   1	- 1,000	51,550	48.04%	25,237,539	0.16%
   1,001	- 5,000	36,547	34.06%	84,507,784	0.53%
   5,001	- 10,000	9,151	8.53%	64,071,659	0.40%
   10,001	- 50,000	7,751	7.22%	161,229,066	1.01%
   50,001	- 100,000	1,127	1.05%	78,496,264	0.49%
   100,001	- 500,000	889	0.83%	177,575,443	1.12%
   500,001	- 1,000,000	117	0.11%	84,496,443	0.53%
   1,000,001	- 5,000,000	94	0.09%	212,532,851	1.34%
   5,000,001	- 10,000,000	20	0.02%	140,559,209	0.88%
   10,000,001	- 50,000,000	37	0.03%	840,041,213	5.28%
   50,000,001	- 100,000,000	11	0.01%	800,208,059	5.03%
   100,000,001	- 15,901,769,246	11	0.01%	13,232,813,716	83.22%
   Grand Total		107,305	100%	15,901,769,246	100.00%
   Foreign shareholders		257		11,014,894,835	69.27%

2. Substantial interest in shares

   According to the register of members as at 31 December 2025, no shareholder held more than 5% of the issued share capital of the Company except the following:

   - Stanbic Africa Holdings Limited (SAHL) 68.46%

   Free Float Analysis

   Share Price as at end of reporting year: ₦100.00 (December 2024: ₦57.60)

   Dec-25 Dec-24

   Units Percentage (In relation to

   Issued Share Capital)

   Units Percentage (In relation to

   Issued Share Capital)

   Issued Share Capital 15,901,769,246 100.00% 12,956,997,163 100.00%

   DETAILS OF SUBSTANTIAL SHAREHOLDINGS (5% AND ABOVE)

   Dec-25 Dec-24

   No of shares held Percentage shareholding No of shares held Percentage shareholding

   Shareholder
   Stanbic Africa Holdings Limited (SAHL)	10,885,618,890	68.46%	8,752,863,865	67.55%
   Total Substantial Shareholdings	10,885,618,890	68.46%	8,752,863,865	67.55%

   DETAILS OF DIRECTORS SHAREHOLDINGS (DIRECT & INDIRECT), EXCLUDING DIRECTORS HOLDING SUBSTANTIAL INTERESTS

   Dec-25 Dec-24

   No of shares held Percentage shareholding No of shares held Percentage shareholding

   Directors
   Ballama Manu	637,524	0.00%	519,464	0.00%
   Kunle Adedeji	143,181 (Direct)	0.00%	116,666 (Direct)	0.00%
   Babs Omotowa	303,800	0.00%	303,800	0.00%
   Total Directors' Shareholdings	1,084,505	0.01%	939,930	0.01%

   DETAILS OF OTHER INFLUENTIAL SHAREHOLDINGS, IF ANY (E.G. GOVERNMENT, PROMOTERS)

   No of shares held Percentage shareholding No of shares held Percentage shareholding

   Founder
   SITL THE FIRST ANAP DOMESTIC TRUST	220,000,000	1.38%	150,000,000	1.16%
   SITL/Alabo (Dr.) Mca Peterside Memorial Trust	25,000,000	0.16%	26,666,692	0.21%
   Total of Other Influential Shareholdings	245,000,000	1.54%	176,666,692	1.37%
   Free Float in Unit and Percentage Free Float in Value	4,770,065,851 N477,006.585,100	29.99%	4,026,526,676 NGN 231,927,936,537.60	31.07%

   Stanbic IBTC Holdings PLC with a free float percentage of 29.99% as at 31 December, 2025, is compliant with the Exchange's free float requirements for companies listed on the Main Board.

   Stanbic IBTC Holdings PLC with a free float value of N477,006.585,100 as at 31 December, 2025, is compliant with the Exchange's free float requirements for companies listed on the Main Board.

3. Share capital history

   Year	Issued and fully paid up (N'000)			Number of shares (Issued and fully paid up) '000
   	Increase		Cumulative	Increase	Cumulative
   2012	5,000,000		5,000,000	10,000,000	10,000,000
   2015	-		5,000,000	-	10,000,000
   2017	24,733		5,024,733	49,466	10,049,466
   2018	32,104		5,056,837	64,208	10,113,674
   2018	63,439		5,120,276	126,878	10,240,552
   2019	116,450		5,236,726	232,900	10,473,452
   2019	15,758		5,252,484	31,516	10,504,968
   2020	300,515		5,552,999	601,030	11,105,998
   2021	925,500		6,478,499	1,851,000	12,956,998
   2025	1,472,386		7,950,885	2,944,772	15,901,770

   During the year under review, The Company also issued an additional 2,944,772,083 ordinary shares of 50k each, being right shares allotted to shareholders on the basis of five for

   twenty-two ordinary shares held. This increased the total issued and fully paid-up capital to ₦7,950,884,623 (amounting to 15,901,769,246 ordinary shares).

4. Dividend history and unclaimed dividend as at 31 December 2025

   Period end	Dividend type	Total dividend amount declared*	Dividend per share	Net dividend amount unclaimed as at 31 December 2025	Percentage unclaimed
   		N		N	%
   2012	Final	900,570,889	10 kobo	9,523,852	1.06
   2013	Interim	6,304,041,033	70 kobo	26,645,686	0.42
   2013	Final	901,992,337	10 kobo	29,250,115	3.24
   2014	Interim	9,920,077,516	110 kobo	3,586,227	0.04
   2014	Final	1,352,701,559	15 kobo	33,974,420	2.51
   2015	Interim	8,235,882,607	90 kobo	81,039,798	0.98
   2015	Final	210,646,919	5 kobo	14,681,788	6.97
   2016	Final	210,646,919	6 kobo	14,525,297	6.90
   2017	Interim	1,494,304,738	60 kobo	4,591,250	0.31
   2017	Final	1,712,614,735	50 kobo	52,799,722	3.08
   2018	Interim	2,767,915,163	100 kobo	185,190,888	6.69
   2018	Final	3,827,994,326	150 kobo	408,017,135	10.66
   2019	Interim	2,197,589,117	100 kobo	276,509,954	12.58
   2020	Final	4,355,729,540	200 kobo	535,411,685	12.29
   2020	Interim	1,318,592,879	40 kobo	105,461,187	8.00
   2020	Final	11,866,653,152	360 kobo	944,559,267	7.96
   2021	Interim	3,836,172,701	100 kobo	307,921,594	8.03
   2021	Final	7,659,863,616	200 kobo	609,463,485	7.96
   2022	Interim	5,747,733,035	150 kobo	456,919,765	7.95
   2022	Final	7,655,714,470	200 kobo	622,001,622	8.12
   2023	Interim	5,729,853,904	150 kobo	597,312,315	10.42
   2023	Final	8,324,183,930	220 kobo	699,113,866	8.40
   2024	Interim	7,655,714,470	200 kobo	639,406,214	8.35
   2024	Final	11,496,385,793	300 kobo	952,365,838	8.28
   2025	Interim	11,441,155,321	250 kobo	815,162,577	7.12
   Total				8,425,435,546

   *Amount represent cash dividend paid to third parties less of withholding tax

   **These amount has not been returned to the Company as unclaimed as at end of the year.

   iii

1. Dividend history and unclaimed dividend as at 31 December 2025 (continued)

   The total unclaimed dividend fund as at 31 December 2025 amounted to ₦1,044 million (Dec. 2024: ₦1,056 million) held in an investment account (money market mutual fund) managed by Stanbic IBTC Asset Management Limited. Total income earned on the investment account and recognised by the Company for the year ended 31 December 2025 was ₦151.56 million (Dec. 2024: ₦63 million).

2. Donations and Charitable Gifts

   The Group and Company made contributions to charitable and non - political organizations amounting to ₦775.64 million and ₦673.97 million respectively

   (Dec. 2024: Group - ₦1,026 million; Company - ₦848 million) during the year.

   Group ₦			Company ₦
   1 Stanbic IBTC Together4ALimb 2025 Beneficiaries 440,055,917			440,055,917
   2	Renovation of Federal Neuropsychiatric Hospital, Enugu State	101,664,331	-
   3	Malaria Day Outreach clinics in Kano, Delta, Enugu State	30,497,533	30,497,533
   4	Renovation of school toilets and building at St. James Catholic Grammar School, Ondo State.	25,636,683	25,636,683
   5	Donation to Olu Akinkugbe Pharmacy Edu Trust	24,516,000	24,516,000
   6	Construction of 500 Hall Capacity with four toilets for Uyo High School, Uyo, Akwa Ibom	24,318,034	24,318,034
   7	Renovation of Aromiwe Primary Health Centre in Irepodun	15,797,306	15,797,306
   8	Donation to Zaccheus Onumba Dibiaezue Memorial Libraries	12,500,000	12,500,000
   9	Donation to Alkali Hussaini Foundation	12,500,000	12,500,000
   10	Repair of the Solar Power System and rehabilitation of the Borehole System at Basic Health Centre, llara Mokin,
   	Ondo State.	12,085,548	12,085,548
   11	Renovation of General Hospital Zauro, Ambursa, Kebbi State, Restoartion of Bore Hole system, Donation of medical equipment	11,776,002	11,776,002
   12	Stanbic IBTC Adopt- A -School back to school kits for adopted school	10,000,000	10,000,000
   13	Donation of medical equipment and essential items to residents of Little Sisters of the poor home of the elderly,
   	Enugu State	8,480,230	8,480,230
   14	Donation of medical equipment to Mangu General Hospital, Plateau State	8,480,230	8,480,230
   15	Renovation of Ilutitun 2 Primary Health Care Center & Igodan Primary Health Care Center	8,247,208	8,247,208
   16	Donation of ABC of Taxation books to students at our adopted schools and during Financial Literacy Day	7,805,250	7,805,250
   17	Provision of health insurance for indigents of Ondo State.	4,194,077	4,194,077
   18	Provision of Borehole water supply project for Akpaedem community Nsukka Local Government Area, Enugu State	4,194,077	4,194,077
   19	Renovation of delivery room and maternity ward and supply of delivery packs to 200 pregnant women at Zainab
   	Bulkachuwa women and children's Hospital Gombe, Gombe state	4,194,077	4,194,077
   20	Provision of essential school supplies and learning materials to 1,000 children in Akwa Ibom State.	4,194,077	4,194,077
   21	Donation of sanitary kit distribution to secondary school girls, Damare IDP Camp, Girei LGA, Adamawa State and provision of breast and cervical cancer	2,000,000	2,000,000
   22	The Bridge Fellowship by Afara Initiative for 2 beneficiaries	1,500,000	1,500,000
   23	Donation for book launch by "Education in Nigeria; Perspectives for a changing world"Dennis Okoro MTN Foundation former director	1,000,000	1,000,000
   Total		775,636,580	673,972,249

   iv

1. Events after the reporting date

   There were no events after the reporting date which could have a material effect on the financial position of the Group as at 31 December 2025 which have not been recognised or disclosed.

2. Human resources

   Employment of physically challenged

   The Company continues to maintain a policy of giving fair consideration to applications for employment made by physically challenged persons with due regard to their abilities and aptitude. The Company's policy prohibits discrimination against physically challenged persons or persons with HIV in the recruitment, training and career development of its employees. In the event of members of staff becoming physically challenged, efforts will be made to ensure that, as far as possible, their employment with Company continues and appropriate training is arranged to ensure that they fit into the Company's working environment.

   Health safety and welfare at work

   The Company enforces strict health and safety rules and practices at the work environment which are reviewed and tested regularly. The Company's staff are covered under a comprehensive health insurance scheme pursuant to which the medical expenses of staff and their immediate family are covered up to a defined limit. Fire prevention and firefighting equipment are installed in strategic locations within the Company's premises.

   The Company has both Group Personal Accident and Workmen's Compensation Insurance cover for the benefit of its employees. It also operates a contributory pension plan in line with the Pension Reform Act 2014.

3. Employee involvement and training

   The Company ensures, through various fora, that employees are kept informed on matters concerning them. Formal and informal channels are employed for communication with employees with an appropriate two - way feedback mechanism. In accordance with the Company's policy of continuous staff development, training facilities are provided in the Group's well equipped Training School (the Blue Academy). Employees of the Company attend training programmes organized by the Standard Bank Group (SBG) in South Africa and elsewhere and participate in programmes at the Standard Bank Global Leadership centre in South Africa. The Company also provides its employees with on the job training in the Company and at various Standard Bank locations.

4. Credit Ratings

   The revised prudential guidelines, as released by the CBN, requires that banks should have themselves credit rated by a credit rating agency on a regular basis. It is also required that the credit rating be updated on a continuous basis from year to year.

   Below are the credit ratings that Stanbic IBTC Group has been assigned by the various credit rating agencies, in no particular order:

   Rating Agency	Rated Entity	Report Date	National		Issuer		Outlook
   			Long term	Short term	Long term	Short term
   Fitch	Stanbic IBTC Bank Limited	Nov 2025	AAA(nga)	F1+(nga)	-	-	Stable
   	Stanbic IBTC Holdings PLC	Nov 2025	AAA(nga)	F1+(nga)	-	-	Stable
   Standard & Poor's	Stanbic IBTC Bank Limited	Nov 2025	ngBBB+	ngA-2	B-	B	Positive
   Global Credit Rating	Stanbic IBTC Bank Limited	May 2025	AAA(NG)	A1+(NG)	-	-	Stable

5. Auditor

The Auditors, Messrs PricewaterhouseCoopers, have indicated that they will be retiring as Auditors to Stanbic IBTC Holdings PLC and its subsidiaries at the conclusion of the Annual General Meeting scheduled to hold in May 2026. Accordingly, and subject to receipt of all required Regulatory Approvals, a proposal to appoint new External Auditors will be tabled at the May 2026 Annual General Meeting for approval by Shareholders.

By order of the Board

Chidi Okezie

Company Secretary FRC/2013/PRO/NBA/002/00000001082

30 January 2026

The Directors accept responsibility for the preparation of consolidated and separate annual financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act 2020, the Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the Banks and Other Financial Institutions Act, 2020 and relevant Central Bank of Nigeria (CBN) Guidelines and Circulars.

The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act of Nigeria 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.

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

SIGNED ON BEHALF OF THE Directors BY:

Sola David-Borha Chuma Nwokocha

Chairman Chief Executive

FRC/2013/PRO/DIR/003/00000001070 FRC/2025/PRO/DIR/003/591307

30 January 2026 30 January 2026

Introduction

The Company is a member of the Standard Bank Group, which holds a 68.46% equity holding (through Stanbic Africa Holdings Limited) in the Company.

Standard Bank Group ("SBG") is committed to implementing initiatives that improve corporate governance for the benefit of all stakeholders. SBG's board of Directors remains steadfast in implementing governance practices that comply with international best practice, where substance prevails over form.

Subsidiary entities within SBG are guided by these principles in establishing their respective governance frameworks, which are aligned to

SBG's standards in addition to meeting the relevant jurisdictional requirements in their areas of operation.

Stanbic IBTC Holdings PLC ("the Company"), and its subsidiaries ("the Group"), as a member of SBG, operate under a governance framework which enables the board to balance its role of providing oversight and strategic counsel with its responsibility to ensure conformance with regulatory requirements, Group standards and acceptable risk tolerance parameters.

The direct subsidiaries of the Company are: Stanbic IBTC Bank Limited, Stanbic IBTC Asset Management Limited, Stanbic IBTC Pension Managers Limited, Stanbic IBTC Insurance Brokers Limited, Stanbic IBTC Trustees Limited, Stanbic IBTC Stockbrokers Limited, Stanbic IBTC Ventures Limited, Stanbic IBTC Insurance Limited, ZEST Payments Limited and Stanbic IBTC Capital Limited. These subisidiaries have their own distinct boards and take account of the particular statutory and regulatory requirements of the businesses they operate. They also operate under a governance framework that enables their boards to balance their roles in providing oversight and strategic counsel with their responsibility for ensuring compliance with the regulatory requirements that apply in their areas of operation and the standards and acceptable risk tolerance parameters adopted by the Company. In this regard they have aligned their respective governance frameworks to that of the Company. As Stanbic IBTC Holdings PLC is the holding Company for the subsidiaries in the Group, the Company's board also acts as the Group board, with oversight of the full activities of the Group.

A number of committees have been established by the Company's board that assist the board in fulfilling its stated objectives. The committees' roles and responsibilities are set out in their mandates, which are reviewed periodically to ensure they remain relevant. The mandates set out their roles, responsibilities, scope of authority, composition and procedures for reporting to the board.

Codes and regulations

The Company operates in highly regulated markets and compliance with applicable legislation, regulations, standards and codes, including transparency and accountability, remain essential characteristics of its culture. The board monitors compliance with these by means of management reports, which include information on the outcome of any significant interaction with key stakeholders such as regulators.

The Group complies with all applicable legislation, regulations, standards and codes.

Shareholders' responsibilities

The shareholders' role is to approve appointments to the board of Directors and the external auditors as well as to grant approval for certain corporate actions that are by legislation or the Company's articles of association specifically reserved for shareholders. Their role is extended to holding the board accountable and responsible for efficient and effective corporate governance.

Developments during the year ended 31 December 2025

During the year under review, the following developments in the Company's corporate governance practices occurred:

• The Company held its 13th Annual General Meeting on Thursday 15 May 2025 at which shareholders approved the 2024 Audited Financial Statements as well as other resolutions tabled before the meeting.

• At the same meeting, shareholders approved a final dividend of 300 kobo per ordinay share of N0.50 kobo each payable to shareholders whose names appeared in the Register of Members as at 11 April 2025.

• Following the approval of additional equity capital raise and debt issuance programmes of N140 billion and N400 billion respectively, the Company commenced its Right Issue Programme on 15 January 2025, and closed same in February 2025. The right issue was offered at a discounted rate of N50.50 per share, based on the allocation of five new Ordinary Shares for every twenty-two Ordinary Shares held as of 29 October 2024

• The Company filed its annual corporate governance report to the Financial Reporting Council (FRC) in compliance with the Nigerian Code of Corporate Governance 2018.

• The Company made significant progress in the execution of its Sustainability Strategy.

• The Board also recorded significant progress in complying with the Central Bank of Nigeria Corporate Governance Guidelines for Financial Holding Companies in Nigeria.

• Following the receipt of all required regulatory approvals, Mr Chuma Nwokocha's appointment as the substantive Group Chief Executive effective on 02 October 2025.

• Following the directive from the National Insurance Commission (NAICOM) under the new Nigeria Insurance Industry Reform Act (NIIRA) mandating higher minimum capital requirements for Insurers, the board approved the injection of the sum of N2.5 billion into Stanbic IBTC Insurance Limited as additional capital to meet the required minimum capital for a life insurance company.

STANBIC IBTC HOLDINGS PLC

Internal Control over Financial Reporting (ICFR) Regulation Implementation

• The Securities and Exchange Commission issued the 'Guidance on the Implementation of Sections 60-63 of The Investments And Securities Act 2007' in March 2021.

• The objective of the SEC guidance issued in March 2021 is to assist management to certify the accuracy of the financial statements prepared as stated in section 60 (2) by

  submitting on an annual basis, a report of management's assessment of the Company's internal control over financial reporting.

• However, in November 2021, SEC extended the deadline by two years with year-end compliance date moved from December 31st, 2021 to December 31st, 2023.

  Internal Control Over Financal Reporting is a process designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company.

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

  Management is responsible for maintaining a system of internal control over financial reporting ("ICFR") that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards (IFRS Accounting Standards). Section 61(2) of the Investments and Securities Act 2007 requires management to annually evaluate whether ICFR is effective at providing reasonable assurance and to disclose its assessment to investors.

  In 2026 the Board will :

• ensure directors' training via formal training sessions and information dissemination on relevant issues that they should have to adequately supervise Management.

• broaden the composition of the board to ensure diversity of experience and gender on the Board in line with the CBN Corporate Governance Guidelines for Financial Holding Companies in Nigeria and the Companies and Allied Matters Act 2020.

• enhance the level of information provided to and interaction with shareholders, investors and stakeholders generally.

• comply with corporate governance and regulatory requirements.

• drive environmental, social , governance goals and practices in line with the Central Bank of Nigeria sustainability principles.

  Board and Directors

  Board structure and composition

  Ultimate responsibility for governance rests with the board of Directors of the Company, who ensure that appropriate controls, systems and practices are in place. The Company has a unitary board structure and the roles of chairman and chief executive are separate and distinct. The Company's chairman is a non-executive director. The number and stature of non-executive Directors ensure that sufficient consideration and debate are brought to bear on decision thereby contributing to the efficient running of the board.

  One of the features of the manner in which the board operates is the role played by board committees, which facilitate the discharge of board responsibilities. The committees each have a board approved mandate that is regularly reviewed. The list of Board members as at 31 December 2025 are as follows:

  S/N	NAME OF DIRECTOR	DESIGNATION	DATE OF REGULATORY APPROVAL OF APPOINTMENT	CUMULATIVE YEARS OF SERVICE AS AT 31 December 2025
  1	Mrs Sola David-Borha	Chairman	26-Sep-20	5 years, 3 months
  2	Mr Chuma Nwokocha	Chief Executive	02-Oct-25	Less than 1 year
  3	Mr Adekunle Adedeji	Executive Director/Chief Finance and Value Management Officer	22-Feb-19	6 years , 10 months
  4	Mr Ballama Manu MFR	Non-Executive Director	10-Apr-15	10 years, 8 months
  5	Mrs Ndidi Nwuneli MFR	Independent Non-Executive Director	24-Mar-23	2 years, 9 months
  6	Prof Fabian Ajogwu SAN OFR	Non-Executive Director	03-Jul-17	8 Years , 5 months
  7	Mrs Nkemdilim Uwaje-Begho	Non-Executive Director	18-Nov-19	6 Years, 1 month
  8	Dr Babs Omotowa	Independent Non-Executive Director	18-Nov-22	3 years, 1 month
  9	Mrs Maryam Aliko Mohammed	Independent Non-Executive Director	17-Dec-24	1 year

  viii

Strategy

The board considers and approves the Company's strategy. Once the financial and governance objectives for the following year have been agreed, the board monitors performance against financial objectives and detailed budgets on an on-going basis, through quarterly reporting.

Regular interaction between the board and the executive is encouraged. Management is invited, as required, to make presentations to the board on material issues under consideration.

Directors are provided with unrestricted access to the Company's management and Company information, as well as the

resources required to carry out their responsibilities, including external legal advice, at the Company's expense.

It is the board's responsibility to ensure that effective management is in place to implement the agreed strategy, and to consider issues relating to succession planning. The board is satisfied that the current pool of talent available within the Company, and the ongoing work to deepen the talent pool, provides adequate succession depth in both the short and long term.

Skills, knowledge, experience and attributes of Directors

The board ensures that Directors possess the skills, knowledge and experience necessary to fulfill their obligations. The Directors bring a balanced mix of attributes to the board, including:

• international and domestic experience;

• operational experience;

• knowledge and understanding of both the macroeconomic and the microeconomic factors affecting the Group;

• local knowledge and networks; and

• financial, legal, entrepreneurial and banking skills.

  The credentials and demographic profile of the board are regularly reviewed, to ensure the board's composition remains both operationally and strategically appropriate.

  Appointment philosophy

  The appointment philosophy ensures alignment with all necessary legislation and regulations which include, but are not limited to the requirements of the Central Bank of Nigeria Corporate Governance Guidelines for Financial Holding Companies in Nigeria; Nigerian Code of Corporate Governance; the Companies & Allied Matters Act as well as the legislations of Standard Bank Group's home country.

  Consideration for the appointment of Directors and key executives take into account compliance with legal and regulatory requirements and appointments to external boards to monitor potential for conflicts of interest and ensure Directors can dedicate sufficient focus to the Company's business. The board takes cognisance of the skills, knowledge and experience of the candidate, as well as other attributes considered necessary to the prospective role.

  In terms of Section 285 (1) of the Company and Allied Matters Act 2020, Dr. Babs Omotowa, Mrs. Ndidi Nwuneli MFR and Prof. Fabian Ajogwu OFR SAN retired by rotation at the Company's Annual General Meeting held on 15 May 2025 and were re-elected by Shareholders. The appointment of Mrs Maryam Aliko Mohammed as an additional director on the Board of the Company was also approved by shareholders at the 15 May 2025 Annual General Meeting

  The board's size as at 31 December 2025 was nine (9), comprising two (2) executive directors and seven (7) non-executive directors. Of the seven (7) non-executive directors, three (3) namely; Mrs Ndidi Nwuneli MFR, Dr Babs Omotowa and Mrs Maryam Aliko Mohammed are independent non-executive directors. The board has the right mix of competencies and experience.

  Board responsibilities

  The key terms of reference in the board's mandate, which forms the basis for its responsibilities, are to:

• agree the Group's objectives, strategies and plans for achieving those objectives;

• annually review the corporate governance process and assess achievement against objectives;

• review its mandate at least annually and approve recommended changes;

  ix

Board responsibilities (continued)

• delegate to the chief executive or any director holding any executive office or any senior executive any of the powers, authorities and discretions vested in the board's Directors, including the power of sub-delegation; and to delegate similarly such powers, authorities and discretions to any committee and subsidiary company board as may exist or be created from time to time;

• determine the terms of reference and procedures of all board committees and review their reports and minutes;

• consider and evaluate reports submitted by members of the executive;

• ensure that an effective risk management process exists and is maintained throughout the bank and its subsidiaries to

  ensure financial integrity and safeguarding of the Group's assets;

• review and monitor the performance of the chief executive and the executive team;

• ensure consideration is given to succession planning for the chief executive and executive management;

• establish and review annually, and approve major changes to, relevant Group policies;

• approve the remuneration of non-executive Directors on the board and board committees, based on recommendations made by the remuneration committee, and recommend to shareholders for approval;

• approve capital funding for the Group, and the terms and conditions of rights or other issues and any prospectus in connection therewith;

• ensure that an adequate budget and planning process exists, performance is measured against budgets and plans, and approve annual budgets for the Group;

• approve significant acquisitions, mergers, take-overs, divestments of operating companies, equity investments and new strategic alliances by the Group;

• consider and approve capital expenditure recommended by the executive committee;

• consider and approve any significant changes proposed in accounting policy or practice, and consider the recommendations of the statutory audit committee;

• consider and approve the annual financial statements, quarterly results and dividend announcements and notices to shareholders, and consider the basis for determining that the Group will be a going concern as per the recommendation of the audit committee;

• assume ultimate responsibility for financial, operational and internal systems of control, and ensure adequate reporting on these by committees to which they are delegated;

• take ultimate responsibility for regulatory compliance and ensure that management reporting to the board is comprehensive;

• ensure a balanced and understandable assessment of the Group's position in reporting to stakeholders;

• review non financial matters that have not been specifically delegated to a management committee; and

• specifically agree, from time to time, matters that are reserved for its decision, retaining the right to delegate any of these matters to any committee from time to time in accordance with the articles of association.

Delegation of authority

The ultimate responsibility for the Company and its operations rests with the board. The board retains effective control through a well-developed governance structure of board committees. These committees provide in-depth focus on specific areas of board responsibility.

The board delegates authority to the Chief Executive to manage the business and affairs of the Company. The executive committee assists the chief executive when the board is not in session, subject to specified parameters and any limits on the board's delegation of authority to the chief executive.

Membership of the executive committee is set out on page xii.

In addition, a governance framework for executive management assists the Chief Executive in his task. Board-delegated

authorities are regularly monitored by the Company secretary's office.

The corporate governance framework has been adopted by the board and formalised with mandate approvals. The corporate governance framework is set out below:

STANBIC IBTC HOLDCO GOVERNANCE STRUCTURE

Board effectiveness and evaluation

The board is focused on continued improvements in its corporate governance performance and effectiveness.

In the 4th quarter of 2025 a Board evaluation exercise was conducted by independent consultants as required by Section 10 of the Central Bank of Nigeria (CBN) Corporate Governance Guidelines for Financial Holding Companies in Nigeria. The report of the consultants also assessed the performance of the individual Directors on the Board for the year under review as perceived by the other Directors based on their individual competence, level of attendance to Board and Board Committee meetings, contribution and participation at these meetings and relationship with other Board members. Individual Director's Assessment reports will be prepared and made available to each director while a consolidated report of the performance of all Directors will also submitted to the Chairman of the Board.

Induction and training

An induction programme designed to meet the needs of each new director is being implemented. One-on-one meetings are scheduled with management to introduce new Directors to the Company and its operations. The Company secretary manages the induction programme. The CBN Code of Conduct as well as the Securities & Exchange Commission's code of corporate governance is provided to new Directors on their appointment.

Directors are kept abreast of all relevant legislation and regulations as well as sector developments leading to changing risks to the organisation on an on - going basis. This is achieved by way of management reporting and quarterly board meetings, which are structured to form part of ongoing training.

Directors attended various trainings at different periods during the year that included trainings on Strategy, Sustainability, enhancing Board performance, Anti- Money Laundering and Combating the Financing of Terrorism (AML/CFT) . These trainings were aimed at enhancing the understanding of key issues, and skills of directors.

Executive committee members

As at 31 December 2025, the Group Executive committee comprised of 26 members drawn from key functions within the Company as well as its subsidiaries.

Board meetings

The board meets, at a minimum, once every quarter with ad-hoc meetings being held whenever it was deemed necessary. The board held its strategy session on 31 July 2025. Directors, in accordance with the articles of association of the Company, attend meetings either in person or via tele / video conferencing.

Directors are provided with comprehensive board documentation at least seven days prior to each of the scheduled meetings. Directors attendance at board meetings for the year 01 January 2025 to 31 December 2025 is provided below:

√ = Present

/ = Not a member of the Board at the time OfC = Out of Cycle

Board committees

Some of the functions of the board have been delegated to board committees, consisting of board members appointed by the board, which operates under Charters approved by the board.

Risk management committee

The board is ultimately responsible for risk management. The main purpose of the risk management committee, as specified in its mandate is the provision of independent and objective oversight of risk management within the Company. The committee is assisted in fulfilling its mandate by a number of management commitees.

To achieve effective oversight, the committee reviews and assesses the integrity of risk control systems and ensures that risk policies and strategies are effectively managed and contribute to a culture of discipline and control that reduces the opportunity for fraud.

The risk management committee during the year under review was vested, among others, with the following responsibilities:

• to oversee management's activities in managing credit, market, liquidity, operational, legal and other risks of the Group;

• to periodically review the Group's risk management systems and report thereon to the board;

• to ensure that the Group's material business risks are being effectively identified, quantified, monitored and controlled and that the

  systems in place to achieve this are operating effectively at all times; and

• such other matters relating to the Group's risk assets as may be specifically delegated to the committee by the board.

The committee's mandate is in line with SBG's standards, while taking account of local circumstances.

As at 31 December 2025, the committee consisted of three directors, two non - executive directors and one executive director.

Members' attendance at risk management committee meetings for the year ended 31 December 2025 is stated below:

√ = Present

Remuneration committee

During the year under review, the Remuneration Committee (REMCO) was entrusted with responsibilities which include but not limited to the following:

• reviewing the remuneration philosophy and policy;

• considering the guaranteed remuneration, annual performance bonus and pension incentives of the Group's executive

  Directors and managers;

• reviewing the performance measures and criteria to be used for annual incentive payments for all employees;

• determining the remuneration of the chairman and non-executive Directors, which are subject to board and shareholder approval;

• considering the average percentage increases of the guaranteed remuneration of executive management across the Group, as well as long-term and short-term incentives; and

• agreeing incentive schemes across the Group.

  The chief executive attends meetings by invitation. Other members of executive management are invited to attend when appropriate. No individual, irrespective of position, is present when his or her remuneration is discussed.

  xiii

STANBIC IBTC HOLDINGS PLC

Remuneration committee (continued)

When determining the remuneration of executive and non-executive Directors as well as senior executives, REMCO is expected to review market and competitive data, taking into account the Company's performance using indicators such as earnings.

REMCO utilises the services of a number of suppliers and advisors to assist it in tracking market trends relating to all levels of staff, including fees for non-executive Directors.

The board reviews REMCO's proposals and, where relevant, will submit them to shareholders for approval at the annual general meeting (AGM.). The board remains ultimately responsible for the remuneration policy.

As at 31 December 2025, the committee consisted of five directors, all of whom are non-executives, with the Chairman being an Independent Non-Executive Director.

Members' attendance at REMCO meetings during the year ended 31 December 2025 is stated below:

√ = Present

Ab = Absent

Remuneration Introduction

The purpose of this section is to provide stakeholders with an understanding of the remuneration philosophy and policy applied across the Group for executive management, employees, and Directors (executive and non-executive).

Remuneration philosophy

The Group's board and remuneration committee set a remuneration philosophy which is guided by SBG's philosophy and policy as well as the specific social, regulatory, legal and economic context of Nigeria.

In this regard, the Group employs a cost to company structure, where all benefits are included in the listed salary and appropriately taxed.

The following key factors have informed the implementation of reward policies and procedures that support the achievement of business goals:

The Group's remuneration philosophy aligns with its core values, including growing our people, appropriately remunerating high performers and delivering value to our shareholders. The philosophy emphasises the fundamental value of our people and their role in ensuring sustainable growth. This approach is crucial in an environment where skills remain scarce.

The board sets the principles for the Group's remuneration philosophy in line with the approved business strategy and objectives. The philosophy aims to maintain an appropriate balance between employee and shareholder interests. The deliberations of REMCO inform the philosophy, taking into account reviews of performance at a number of absolute and relative levels - from a business, an individual and a competitive point of view.

A key success factor for the Group is its ability to attract, retain and motivate the talent it requires to achieve its strategic and

operational objectives. The Group's remuneration philosophy includes short-term and long-term incentives to support this ability.

Short-term incentives, which are delivery specific, are viewed as strong drivers of competitiveness and performance. A significant portion of top management's reward is therefore variable, being determined by financial performance and personal contribution against specific criteria set in advance. This incites the commitment and focus required to achieve targets.

Long-term incentives seek to ensure that the objectives of management and shareholders are broadly aligned over longer time periods.

Remuneration policy

The Group has always had a clear policy on the remuneration of staff, executive and non-executive Directors which set such remuneration at levels that are fair and reasonable in a competitive market for the skills, knowledge, experience required and which complies with all relevant tax laws.

REMCO assists the Group's board in monitoring the implementation of the Group remuneration policy, which ensures that:

• salary structures and policies, as well as cash and long term incentives, motivate sustained high performance and are linked to corporate performance objectives;

• stakeholders are able to make a reasonable assessment of reward practices and the governance process; and

• the Group complies with all applicable laws and codes.

  Remuneration structure

  Non-executive Directors Terms of service

  Directors are appointed by the shareholders at the AGM, although board appointments may be made between AGMs. These appointments are made in terms of the Company's policy. Shareholder approvals for such annual appointments are however sought at the annual general meeting that holds immediately after such appointments are made.

  One-third of directors are required to retire annually at every AGM and may offer themselves for re-election. If recommended by the board, their re-election is proposed to shareholders at the AGM. In terms of the Companies and Allied Matters Act 2020 ('CAMA'), if a director over the age of 70 is seeking re-election to the board his age must be disclosed to shareholders at the meeting at which such re-election is to occur.

  Fees

  Non-executive Directors' receive fixed annual fees and sitting allowances for service on the board and board committees. There are no contractual arrangements for compensation for loss of office. Non-executive Directors do not receive short-term incentives, nor do they participate in any long-term incentive schemes.

  REMCO reviews the non-executive Directors' fees annually and makes recommendations on same to the board for

  consideration. Based on these recommendations, the board in turn recommends a gross fee to shareholders for approval at the annual General Meeting (AGM).

  Fees that are payable for the reporting year 01 January to 31 December of each year.

  Category	2026(i)	2025
  	₦	₦
  Chairman	144,525,000	123,000,000
  Non-Executive Directors	110,000,000	93,000,000
  Sitting Allowances for Board Meetings(ii)
  - Chairman	1,800,000	1,500,000
  - Non-Executive Directors	1,530,000	1,300,000

  1. This will be presented to shareholders for Approval at the 14th AGM of the Company to be held in May 2026.

  2. Fees quoted as sitting allowance represent per meeting sitting allowance paid for board, board committees and ad hoc meetings. No annual fees are payable to committee members with respect to their roles on such committees.

     Retirement benefits

     Non-executive Directors do not participate in the pension scheme.

     Executive Directors

     The Company had only two Executive Directors as at 31 December 2025.

     Executive Directors receive a remuneration package and qualify for long-term incentives on the same basis as other employees.

     Executive Directors' bonus and incentives are subject to an assessment by REMCO of performance against various criteria. The criteria include the financial performance of the Company, based on key financial measures and qualitative aspects of performance, such as effective implementation of Group strategy and human resource leadership. In addition, the Group's remuneration philosophy is designed in such a way as to prevent excessive risk taking by Management.

     xv

Management and general staff

Total remuneration packages for employees comprises the following:

• guaranteed remuneration - based on market value and the role played;

• annual bonus - used to stimulate the achievement of Group objectives;

• long term incentives - rewards the sustainable creation of shareholder value and aligns behaviour to this goal;

• pension - provides a competitive post-retirement benefit in line with other employees.

• where applicable, expatriate benefits in line with other expatriates in Nigeria.

Terms of service

The minimum terms and conditions for managers are governed by relevant legislation and the notice period is between one to three months.

Fixed remuneration

Managerial remuneration is based on a salary and benefit structure. This comprises a fixed cash portion, compulsory benefits (medical aid and retirement fund membership) and optional benefits. Market data is used to benchmark salary levels and benefits. Salaries are normally reviewed annually in March.

For all employees, performance-related payments have formed an increasing proportion of total remuneration over time to achieve business objectives and reward individual contribution.

All employees (executives, managers and general staff) are rated on the basis of performance and potential and this is used to influence performance-related remuneration rating and the consequent pay decision is done on an individual basis.

There is therefore a link between rating, measuring individual performance and reward. However, as noted earlier, the Group's remuneration philosophy is designed in such a way as to prevent excessive risk taking by Management.

Short-term incentives

All staff participate in a performance bonus scheme. Individual awards are based on a combination of business unit performance, job level and individual performance. In keeping with the remuneration philosophy, the bonus scheme seeks to attract and retain high-performing managers.

As well as taking performance factors into account, the size of the award is assessed in terms of market-related issues and pay levels for each skill set, which may for instance be influenced by the scarcity of skills in that area.

The Company has implemented a deferred bonus scheme (DBS) to compulsorily defer a portion of incentives over a minimum threshold for some senior managers and executives. This improves alignment of shareholder and management interests and enables clawback under certain conditions, which supports risk management.

Long-term incentives

It is essential for the Group to retain key skills over the longer term. The Group has put in place a deferred bonus scheme for top talents. The scheme is designed to reward and retain top talents.The scheme is designed to align the interests of the Group, its subsidiaries, and key employees, as well as to attract and retain skilled, competent people.

Clawback

Clawback provisions will apply to identified Material Risk Takers with effect from 01 March 2020. The Clawback Policy and principles are set out as follows:

Principles for identifying Material Risk Takers:

Total remuneration packages for employees comprises the following:

The Chief Executives and Executive Directors of Stanbic IBTC Holdings and all its subsidiaries.

Clawback provisions for Material Risk Takers are listed below:

1. Clawback provisions apply to the variable remuneration awarded to identified Material Risk Takers. These include cash awards. deferred awards. share incentive awards and long-term incentives and related notional dividend and interest payments.

2. Where there is reasonable evidence that a trigger event occurred prior to the payment/vesting date. but was only discovered within a period of three years after the payment/ vesting date (the clawback period), the REMCO may exercise its discretion to require a participant to repay the clawback amount (or a portion thereof).

3. The clawback amount is (generally speaking) (i) an amount equal to the cash delivered at the point of payment or vesting; or in the case of an award delivered in shares or other instruments. the amount used to acquire the Standard Bank Group shares or other instrument (or the cash equivalent) at the point of vesting and (ii) the value of any notional dividend and/or Notional interest payments, less any employees' tax deducted by the Company.

   The trigger events are as follows:

   • The discovery of a negative misstatement resulting in an adjustment to the audited accounts of any Group Company in respect of a period for which the performance conditions applicable to an award were assessed; and/or

   • The discovery of the events that occurred prior to award or vesting that have led to the censure of a Group Company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Company; and/or

   • The discovery of action or conduct of an employee which amounts to gross misconduct that occurred prior to award or vesting; and/or

   • The discovery that any information or the assessment of any performance condition(s) used to determine an award was based on a material error, or inaccurate or misleading information.

4. The REMCO may extend the clawback period if, upon the expiry of the clawback period, there is an ongoing investigation or other procedure being carried on to determine whether the clawback provisions apply in respect of a participant, or the REMCO decides that further investigation is warranted. In such event, the clawback period shall be extended until the investigation or procedure has been completed and the REMCO has made a final determination.

5. Clawback provisions will only apply to awards granted on or after 1 March 2020. It does not apply to any award with an award date preceding 1 March 2020 (even if the vesting date takes place after 1 March 2020). Clawback provisions will apply only to awards made to individuals classified as Material Risk Takers at the time of award. The clawback provisions will continue to apply to such awards even if the individual is at a future date no longer classified as a Material Risk Taker.

   The following principles should be considered when recommending a case for clawback:

   • Stanbic IBTC Holdings would like to deal with cases of clawback in a fair and consistent manner across all its operations.

   • Before clawback is triggered, a reduction in the current year's incentive awards and/or forfeiture will be taken into account. A reduction in the current year's incentive awards and/or forfeiture should be applied first before clawback is considered. It is therefore important that the matter and the proposed course of action should be considered holistically and dealt with as one incident as far as possible. This may not be possible if additional facts or information arise at a later stage.

   • Stanbic IBTC Holdings would like to give certainty to the individuals concerned as soon as reasonably possible without compromising the process of a fair investigation and REMCO consideration.

   • When determining whether (i) clawback should apply and (ii) the clawback amount, the extent to which the employee had some level of accountability / responsibility for the trigger event as well as the materiality of the trigger event will be taken into account.

   • When determining the clawback amount, REMCO will consider the extent to which the trigger event resulted in the erroneous calculation of the incentive award.

   • Consideration of the matrix and all role players and their accountabilities will be assessed.

   • An independent investigation should take place when clawback is being considered. In the course of the investigation the employee will be given an opportunity to make representations. Recommendations of investigation should be put forward to REMCO.

   • In the event that the Company's audited accounts require a material restatement - REMCO will refer the matter to the Board. The independent investigation will be conducted by an auditing firm independent of the external auditors who signed off on the relevant accounts in question. REMCO may refer any serious matter to the Board dependent on materiality and/or seniority of the people concerned.

   • Clawback will only be made when all the facts are known, and the independent investigation is concluded.

     Should the clawback investigation not be concluded, the three-year clawback period may be extended until the investigation is complete. Communication to the individual(s) experiencing a delay should indicate that this does not indicate a predetermined outcome but allows for a fair investigation to be concluded.

   • All information relating to the investigation and the outcome with regard to clawback should be documented by the relevant Head of People and Culture.

The clawback provisions in this section are in alignment with clauses 16.9 and 16.10 of the Nigerian Code of Corporate governance.

Post-retirement benefits Pension

Retirement benefits are typically provided on the same basis for employees of all levels and are in line and comply with the Pension Reform Act 2014.

Remuneration as at 31 December 2025

The amounts specified below represent the total remuneration paid to executive and non-executive Directors for the year under review:

The Group will continue to ensure its remuneration policies and practices remain competitive, drive performance and are aligned across the Group and with its values.

The board Nomination and Governance committee

The board Nomination and Governance Committee is a committee of the Board of Directors ("the board") of the Company and has the responsibility to:

1. provide oversight on the selection nomination and re-election process for Directors;

2. provide oversight on the performance of Directors on the various committees established by the board; and

3. provide oversight in relation to the board evaluation and governance process and the reports that are to be made to the Securities & Exchange Commission, Central Bank of Nigeria and shareholders with respect to same.

The goal of the committee is to review nomination and election and re- election for Directors in such a way as to attract and retain the highest quality Directors whose attributes will ensure that their membership of the board will be of benefit and add value to the bank.

The committee consists of such number of directors as may be approved by the board, but shall not be less than three. In addition, any member of senior management may be invited to attend meetings of the committee.

Composition

As at 31 December 2025 the committee was made up of three non-executive directors appointed by the Board with the Chairman being an Independent Non-Executive Director. The Board Nomination Committee and Governance met four times during the period. Members' attendance at the meetings during the year ended 31 December 2025 is stated below:

√ = Present

The Statutory Audit Committee

The role of the audit committee is defined by the Companies & Allied Matters Act and includes making recommendations to the board on financial matters. These matters include assessing the integrity and effectiveness of accounting, financial, compliance and other control systems. The committee also ensures effective communication between internal auditors, external auditors, the board and management.

The committee's key terms of reference comprise various categories of responsibilities and include the following:

• review the audit plan with the external auditors with specific reference to the proposed audit scope, and approach to risk activities and the audit fee;

• meet with external auditors to discuss the audit findings and consider detailed internal audit reports with the internal auditors;

• annually evaluate the role, independence and effectiveness of the internal audit function in the overall context of the risk management systems;

• review the accounting policies adopted by the Group and all proposed changes in accounting policies and practices;

• consider the adequacy of disclosures;

• review the significant differences of opinion between management and internal audit;

• review the independence and objectivity of the auditors; and

• all such other matters as are reserved to the audit committee by the Companies & Allied Matters Act and the company's Articles of Association.

  As required by law, the audit committee members have recent and relevant financial experience.

  Composition

  As at 31 December 2025, the committee was made up of five members, two of whom are non-executive directors while the remaining three members are shareholders elected at the annual General Meeting (AGM). The committee, whose membership is stated below, is chaired by a shareholder representative.

  As at 31 December 2025, the committee consists of the following persons:

  Mr. Samuel Ayininuola*	Chairman
  Mr. Ibhade George*	Member
  Mr. Olatunji Bamidele*	Member
  Dr. Babs Omotowa**	Member
  Mr. Ballama Manu**	Member

  * = Shareholders representative

  ** = Non Executive Director

  xviii

The Statutory Audit Committee (continued)

Members' attendance at audit committee meetings for the year 01 January to 31 December 2025 is stated below:

√ = Present

The Board Audit Committee

The Board also established a board audit committee in line with regulatory requirements separate from the Statutory Audit Committee

Composition

As at 31 December 2025, the committee was made up of three members, two of whom are non-executive directors while the Chairman of the committee is an independent non executive director.

The committee's key terms of reference comprise various categories of responsibilities and include the following:

• review the audit plan with the external auditors with specific reference to the proposed audit scope, and approach to risk activities and the audit fee;

• annually evaluate the role, independence and effectiveness of the internal audit function in the overall context of the risk management systems;

• review the accounting policies adopted by the Group and all proposed changes in accounting policies and practices;

• consider the adequacy of disclosures;

• review the significant differences of opinion between management and internal audit;

• review the independence and objectivity of the auditors; and

• all such other matters as are reserved to the audit committee by the Code of Corporate Governance for Banks and Discount Houses issued by the Central Bank of Nigeria

Members' attendance at board audit committee meetings for the year 01 January to 31 December 2025 is stated below:

√ = Present

The Board IT committee

The board IT committee is one of the committees established by the Board in 2015. The committee has the following responsibilities:

1. provide guidance on how IT decisions are made, enforced and evaluated within Stanbic IBTC in accordance with Central Bank of Nigeria (CBN) IT standards blue print;

2. assist the Board to fulfil its oversight responsibilities for Stanbic IBTC's investments, operations and strategy in relation to IT;

3. review Stanbic IBTC's assessment of risks associated with IT including disaster recovery, business continuity and IT security.

As at 31 December 2025 the Committee consisted of four members three of who are Non-Executive Directors. In addition, any member of senior management may be invited to attend meetings of the committee.

Members' attendance at the Board IT Committee meetings for the year 01 January to 31 December 2025 is stated below:

√ = Present

The Board Legal Committee

The committee's key terms of reference comprise various categories of responsibilities and include the following:

1. reviewing the legal risks and other legal issues facing Stanbic IBTC and its subsidiaries and for discussing appropriate strategies to address the risk arising from the litigation portfolios of Stanbic IBTC and its subsidiaries (the litigation Portfolio).

2. review and assess the likely success of the individual matters included in the Litigation Portfolio and of any threatened litigation and where necessary shall recommend that Management seek appropriate out-of-court settlement of specific matters

   Composition

   The committee is made up of at least two non-executive Directors and one executive director appointed by the Board.

   Members' attendance at the Board Legal Committee meetings for the year 01 January to 31 December 2025 is stated below:

   xix

The board legal committee (continued)

√ = Present

The Board Investment Committee

The Board Investment Committee was constituted at the 02 August 2024 Board meeting in compliance with the Central Bank of Nigeria Corporate Governance Guidelines for Financial Holding Companies in Nigeria

The committee's key terms of reference comprise various categories of responsibilities and include the following:

• ensure that investment decisions align with corporate objectives, strategy risk profile and applicable regulations

• consider and recommend to the Board for approval, all capital and investment proposals relating to the Company

• consider and recommend to the Board for approval all significant acquisitions, mergers, takeovers, divestment of operating companies, equity investments and strategic alliances by the Company or its subsidiaries

• review and recommend to the Board all new business initiatives, particularly those requiring significant capital investment

• review and recommend to the Board all investment-related policies

• undertake all other investment-related functions as the Board may from time to time determine

Composition

As at 31 December 2025, the committee was made up of three members, two of whom are non-executive directors while the other member is an executive director. The committee, whose membership is stated below is chaired by a non-executive diector.

Members' attendance at the Board Investment Committee meetings for the year 01 January to 31 December 2025 is stated below:

√ = Present

Company secretary

It is the role of the Company secretary to ensure that the board remains cognisant of its duties and responsibilities. In addition to providing the board with guidance on its responsibilities, the Company secretary keeps the board abreast of relevant changes in legislation and governance best practices. The Company secretary oversees the induction of new Directors, including subsidiary Directors, as well as the ongoing training of Directors. All Directors have access to the services of the Company secretary.

Going concern

On the recommendation of the audit committee, the board annually considers and assesses the going concern basis for the preparation of the financial statements at the year end.

The board continues to view the Company as a going concern for the foreseeable future.

Management committees

The Group has the following management committees:

Relationship with shareholders

As an indication of its fundamental responsibility to create shareholder value, effective and ongoing communication with shareholders is seen as essential. In addition to the ongoing engagement facilitated by the Company secretary and the head of investor relations, the Company encourages shareholders to attend the annual general meeting and other shareholder meetings where interaction is welcomed. The chairman of the Company's audit committee is available at the meeting to respond to questions from shareholders.

Voting at general meetings is conducted either through a show of hands or a poll depending on the subject matter of the resolution on which a vote is being cast and separate resolutions are proposed on each significant issue.

Dealing in securities

In line with its commitment to conduct business professionally and ethically, the Company has introduced policies to restrict the dealing in securities by Directors, shareholder representatives on the audit committee and embargoed employees. A personal account trading policy is in place to prohibit employees and Directors from trading in securities during close periods. Compliance with this policy is monitored on an ongoing basis.

Directors on the Board of Stanbic IBTC Holdings PLC Susidiaries

* Mrs Miannaya Essien SAN retired as a director on the Board of the Bank on 26 Septemer 2025 having completed her regulatory-prescribed tenure of 8 years

STANBIC IBTC HOLDINGS PLC

Corporate governance report (continued) for the year ended 31 December 2025

Sustainability

The Company as a member of the Standard Bank Group (SBG) is committed to conducting business professionally, ethically, with integrity and in accordance with international best practice. To this end, the Company subscribes to and adopts risk management standards, policies and procedures that have been adopted by the SBG. The Company is also bound by the Nigerian Stock Exchange Sustainability Disclosure Guidelines and the Nigerian Sustainable Banking Principles and the provisions of these frameworks are incorporated into policies approved by the Board.

SBG's risk management standards, policies and procedures have been amended to be more reflective of the Nigerian business and regulatory environment. All such amendments to the risk management standards, policies and procedures have been agreed to by Standard Bank Africa (SBAF) Risk Management.

The Group is committed to contributing to sustainable development through ethical, responsible financing and business practices which unlocks value for our stakeholders. We manage the environmental and social aspects that impact our activities, products and services whilst ensuring sustainable value creation for our customers. We are passionately committed to encouraging financial inclusion through the provision of banking and other financial services to all cadres of the society and a promoter of gender equality.

Social responsibility

As an African business, the Group understands the challenges and benefits of doing business in Africa, and owes its existence to the people and societies within which it operates.

The Group is therefore committed not only to the promotion of economic development but also to the strengthening of civil society and human well being.

The Group is concentrating its social investment expenditure in defined focus area which currently include education in order to make the greatest impact. These areas of focus will be subject to annual revision as the country socio-economic needs change.

Ethics and organisational integrity

The board aims to provide effective and ethical leadership and ensures that its conduct and that of management is aligned to the organization's values and code of ethics. The board subscribes to the SBG Group's values and enables decision making at all levels of the business according to defined ethical principles and values.

Compliance with the Nigerian Stock Exchange's listing rule

Stanbic IBTC Holdings PLC ("SIBTC") has adopted a Personal Account Trading Policy ("PATP") for both employees and Directors which incorporates a code of conduct regarding securities transactions by Directors and employees. The PATP was circulated to all employees who in the course of the year had any insider or material information about SIBTC; it is also published in the Company's internal communication on a regular basis and also hoisted on the Company's website.

For the year ended 31 December 2025, the Company confirm that all Directors, complied with the PATP regarding their SIBTC securities transacted on their account during the year.

Compliance with the Securities and Exchange Commission's code of corporate governance

As a public company, Stanbic IBTC Holdings PLC confirms that as at 31 December 2025 the Company has complied with

the principles set out in the Securities and Exchange Commission's Guidelines on Corporate Governance (the Guidelines).

The Company applies the Guidelines's principles of transparency, integrity and accountability through its own behaviour, corporate governance best practice and by adopting, as appropriate and proportionate for a Company of its size and nature. The policies and procedures adopted by the Board and applicable to the Company's businesses are documented in mandates, which also set out the roles and delegated authorities applying to the Board, Board Committees, and the Executive Committee.

xxii

Compliance with the Central Bank of Nigeria Corporate Governance Guidelines for Financial Holding Companies in Nigeria

As a financial holding company, Stanbic IBTC Holdings PLC is primarily regulated by the Central Bank of Nigeria ("CBN"). In this regard, compliance with the CBN Corporate Governance Guidelines for Financial Holding Companies in Nigeria, as well as all regulations issued by the CBN for Financial Holding Companies remain an essential characteristic of its culture. We confirm that as at the year ended 31 December 2025 the company has complied in all material respects with the principles set out in the CBN's Corporate Governance Guidelines.

Compliance with the Central Bank of Nigeria Whistleblowing Guidelines

In accordance with clause 4.11 of the CBN Guidelines for Whistleblowing, Stanbic IBTC Holdings PLC and its subsidiaries have complied in all material respects with the principles set out in the Whistleblowing Guidelines, as at year end.

Complaints Management Policy

Stanbic IBTC Holdings PLC has a Complaints Management Policy in place in compliance with the Securities & Exchange Commission rule which became effective in February 2015. Shareholders may have access to this policy via any of the following options:

• By accessing same through our website

  http://www.stanbicibtc.com/nigeriaGroup/AboutUs/Code-of-Ethics

• By requesting for a copy through the office of the Company Secretary

Disclosure on diversity in employment

The Group is an equal opportunity employer that is committed to maintaining a positive work environment that facilitates high level of professional efficiency at all times. The Group's policy prohibits discrimination of gender, disabled persons or persons with HIV in the recruitment, training and career development of its employees.

1. Persons with disability:

   The Group continues to maintain a policy of giving fair consideration to applications for employment made by disabled persons with due regard to their abilities and aptitude.

2. Gender diversity within the Group

31 Dec. 2025 31 Dec. 2024

Total workforce:

Recruitments made during the year:

Diversity of members of board of Directors - Number of Board members

Diversity of board executives - Number of Executive Directors to Chief Executive

Diversity of senior management team - Number of Assistant General Manager to General Manager

Certification Under Section 405 (1) of the Companies and Allied Matters Act 2020

We the undersigned hereby certify the following with regards to our audited financial statements (AFS) for the year ended 31 December 2025 that:

1. We have reviewed the AFS and to the best of our knowledge:

   1. the AFS do not contain any untrue statement of material facts or omit to state a material fact, which would make the statements misleading, in the light of the circumstances under which such statement was made, and

   2. the AFS and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the Company as of and for, the periods covered by the AFS;

2. We are responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the Company and its subsidiaries is made known to the officer by other officers of the companies, particularly during the year in which the audited financial statement report is being prepared;

3. We have evaluated the effectiveness of the Company's internal controls within 90 days before the date of AFS, and

   certify that the Company's internal controls are effective as of that date;

4. We have disclosed to the Company's auditors and audit committee -

   1. there are no significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and we have not identified for the Company's auditors any material weaknesses in internal controls, and

   2. there was no fraud whether or not, material that involves management or other employees who have a significant role in

      the Company's internal control.

      
      
      

5. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   
   
   

   Chuma Nwokocha Kunle Adedeji

   Chief Executive Chief Financial Officer

   FRC/2025/PRO/DIR/003/591307 FRC/2013/PRO/DIR/003/00000001137

   30 January 2026 30 January 2026

   xxiv

To comply with the provisions of Section 1.3 of SEC Guidance on Implementation of Sections 88 - 91 of The Investments and Securities Act 2025, we hereby make the following statements regarding the Internal Controls of STANBIC IBTC HOLDINGS PLC for the year ended 31 December 2025:

The attestation report of Messrs PricewaterhouseCoopers that audited its financial statements will be filed as part of STANBIC IBTC HOLDINGS PLC's annual report.

Kunle Adedeji Chuma Nwokocha

Chief Financial Officer Chief Executive

FRC/2013/PRO/DIR/003/00000001137 FRC/2025/PRO/DIR/003/591307

30 January 2026 30 January 2026

To comply with the provisions of Section 1.1 of SEC Guidance on Implementation of Sections 88 - 91 of The Investments and Securities Act 2025, I hereby make the following statements regarding the Internal Controls of STANBIC IBTC HOLDINGS PLC for the year ended 31 December 2025.

I, Chuma Nwokocha, certify that:

I have reviewed this management assessment on internal control over financial reporting of STANBIC IBTC HOLDINGS PLC;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of, and for, the year ended 31 December 2025;

The entity's other certifying officer and I;

1. are responsible for establishing and maintaining internal controls;

2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the entity, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

4. have evaluated the effectiveness of the entity's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

The entity's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and the audit committee of the entity's board of directors (or persons performing the equivalent functions):

1. There are no significant deficiencies or material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the entity's ability to record, process, summarize and report financial information; and

2. There are no fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control system.

The entity's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Chuma Nwokocha Chief Executive

FRC/2025/PRO/DIR/003/591307

30 January 2026

To comply with the provisions of Section 1.1 of SEC Guidance on Implementation of Sections 88 - 91 of The Investments and Securities Act 2025, I hereby make the following statements regarding the Internal Controls of STANBIC IBTC HOLDINGS PLC for the year ended 31 December 2025.

I, Kunle Adedeji, certify that:

I have reviewed this management assessment on internal control over financial reporting of STANBIC IBTC HOLDINGS PLC;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of, and for, the year ended 31 December 2025;

The entity's other certifying officer and I;

1. &are responsible for establishing and maintaining internal controls;

2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the entity, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

4. have evaluated the effectiveness of the entity's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

The entity's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and the audit committee of the entity's board of directors (or persons performing the equivalent functions):

1. There are no significant deficiencies or material weaknesses in the design or operation of the internal control system which are

   reasonably likely to adversely affect the entity's ability to record, process, summarize and report financial information; and

2. There are no fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control system.

The entity's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Kunle Adedeji

Chief Financial Officer FRC/2013/PRO/DIR/003/00000001137

30 January 2026

To the members of Stanbic IBTC Holdings PLC

In compliance with the provisions of Section 404 of the Companies & Allied Matters Act 2020, the Audit Committee considered the audited consolidated and separate financial statements for the year ended 31 December 2025 together with the management controls report from the auditors and the Company's response to this report at its meeting held on 28 January 2026.

In our opinion, the scope and planning of the audit for the year ended 31 December 2025 were adequate.

We have exercised our statutory functions under Section 404 (7) of the Companies and Allied Matters Act of Nigeria and acknowledge the co-operation of management and staff in the conduct of these responsibilities.

We are of the opinion that the accounting and reporting policies of the Company and the Group are in accordance with legal requirements and agreed ethical practices, and that the scope and planning of both the external and internal audits for the year ended 31 December 2025 were satisfactory and reinforce the Group's internal control systems.

After due consideration, the Audit Committee accepted the report of the Auditors that the financial statements were in accordance with ethical practice and International Financial Reporting Standards.

The Committee reviewed Management's response to the auditors findings in respect of management matters and we are

satisfied with management's response thereto.

We are satisfied that the Company has complied with the provisions of Central Bank of Nigeria circular BSD/1/2004 dated 18 February 2004 on "Disclosure of insider related credits in the financial statements of banks", as contained in note 39 of the financial statement.

The Committee also approved the provision made in the consolidated and separate financial statements in relation to the remuneration of the auditors.

Mr. Samuel Ayininuola

Chairman, Audit Committee FRC/2016/PRO/AUDITCOM/002/00000015248

29 January 2026

Members of the audit committee are:

1. Mr. Samuel Ayininuola*

2. Mr. Ibhade George*

3. Mr. Olatunji Bamidele*

4. Dr Babs Omotowa**

5. Mr. Ballama Manu**

*=Shareholders' representative

**=Non-Executive Directors

Ernst & Young

UBA House, 10th Floor 57 Marina, Lagos

Tel: (234 -1) 4630479, 4630480

Fax: (234 -1) 4630481

E-mail: services@ng.ey.com

Report of External Consultants on the Board Performance Evaluation of Stanbic IBTC Holdings Plc

We have performed the evaluation of the Board of Stanbic IBTC Holdings Plc for the year ended 31st December 2025 in accordance with the guidelines of Section 10.1 of the Central Bank of Nigeria (CBN) Corporate Governance Guidelines (CGG) of the Financial Holding Companies (FHC) 2023, the Financial Reporting Council (FRC) Nigerian Code of Corporate Governance (NCCG) 2018 and Securities and Exchange Commission Corporate Governance Guidelines (SCGG).

The CBN CGG FHC 2023 and the FRC NCCG 2018 provide that there shall be an annual appraisal of the Board, its Committees, Chairman and individual Directors covering all aspects of the Board's structure, composition, responsibilities, processes and relationships. Section 10.4 of the CBN CGG requires that the appraisal shall be conducted by an independent external consultant with adequate experience, knowledge and competence in corporate governance and performance management. Section 15.2 of the FRC NCCG states that the summary of the report of the evaluation should be included in the Company's annual report and on the investors' portal of the Company.

Our approach included the review of Stanbic IBTC Holdings Plc's Corporate Governance framework and all relevant policies and procedures. We obtained written representation

through online questionnaires administered to the Board members and conducted one-on-one interviews with the Directors and key personnel of the Company.

The evaluation is limited in nature, and as such may not necessarily disclose all significant matters about the Company or reveal irregularities, if any, in the underlying information.

On the basis of our work, the Board of Stanbic IBTC Holdings Plc has complied with the Central Bank of Nigeria Corporate Governance Guidelines 2023, the Financial Reporting Council (FRC) Nigerian Code of Corporate Governance (NCCG) 2018 and Securities and Exchange Commission Corporate Governance Guidelines (SCGG) during the year ended 31st December 2025.

For: Ernst & Young

Abiodun Ogunoiki

Partner and Head, Financial Services Risk Management, West Africa FRC/2013/PRO/DIR/003/00000000794

To the Members of Stanbic IBTC Holdings Plc

Report on an assurance engagement performed by an independent practitioner

to report on management's assessment of controls over financial reporting

Our opinion

In our opinion, nothing has come to our attention that the internal control procedures over financial reporting put in place by management of Stanbic IBTC Holdings Plc ("the company") and its subsidiaries (together "the group") are not adequate as at 31 December 2025, based on the SEC Guidance on Implementation of Sections 88 - 91 of The Investments and Securities Act 2025 issued by The Securities and Exchange Commission.

What we have performed

We have performed an assurance engagement on Stanbic IBTC Holdings Plc's internal control over financial reporting as of December 31, 2025, based on FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria. The group's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's annual assessment of, and report on Stanbic IBTC Holdings Plc's internal control over financial reporting. Our responsibility is to express an opinion on the group's internal control over financial reporting based on our assurance engagement.

Basis for opinion

We conducted our assurance engagement in accordance with the Guidance, which requires that we plan and perform the assurance engagement and provide a limited assurance report on the group's internal control over financial reporting based on our assurance engagement. As prescribed in the Guidance, the procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our engagement also included performing such other procedures as we considered necessary in the circumstances. We believe the procedures performed provide a basis for our report on the internal control put in place by management over financial reporting.

Definition and Limitations of Internal Control over Financial Reporting

A group's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A group's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the group are being made only in accordance with authorizations of management and directors of the group; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the group's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other matter

We also have audited, in accordance with the International Standards on Auditing, the consolidated and separate financial statements of Stanbic IBTC Holdings Limited and our report dated 17 April 2026 expressed an unqualified opinion.

For: PricewaterhouseCoopers 17 April 2026

Chartered Accountants Lagos, Nigeria FRC/2023/COY/176894

Engagement Partner: Obioma Ubah FRC/2013/PRO/ICAN/004/00000002002

To the Members of Stanbic IBTC Holdings PLC

Report on the audit of the consolidated and separate financial statements

Our opinion

In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Stanbic IBTC Holdings PLC ("the company") and its subsidiaries (together "the group") as at 31 December 2025, and of their consolidated and separate financial performance and their consolidated and separate cash flows for the year then ended in accordance with international financial reporting standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

What we have audited

Stanbic IBTC Holdings PLC's consolidated, and separate financial statements comprise:

• the consolidated and separate statements of financial position as at 31 December 2025;

• the consolidated and separate statements of profit or loss for the year then ended;

• the consolidated and separate statements of other comprehensive income for the year then ended;

• the consolidated and separate statements of changes in equity for the year then ended;

• the consolidated and separate statements of cash flows for the year then ended; and

• the notes to the consolidated and separate financial statements, which include a summary of material accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated and separate financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards), i.e. the IESBA Code issued by the International Ethics Standards Board for Accountants. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

PricewaterhouseCoopers

FF Millenium Towers, 13/14 Ligali Ayorinde Street, Victoria Island,

Lagos, Nigeria

https://www.pwc.com/ng

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other information

The directors are responsible for the other information. The other information comprises Directors' report, Statement of Directors' responsibilities in relation to the financial statements, Corporate governance report, Certification by Chief Executive and Chief Financial Officer, Management's Annual assessment of, and Report on, Stanbic IBTC Holdings PLC's Internal Control over Financial Reporting, Chief Executive's certification of management's assessment on internal control over financial reporting, Chief Financial Officer's certification of management's assessment on internal control over financial reporting, Report of the audit committee, Report of the external consultants on board effectiveness and evaluation, Income statement for the three - month and twelve month period ended 31 December 2025, Value added statements, Five year financial summary, Details of professionals who provided services to the financial statements and List of agents (but does not include the consolidated and separate financial statements and our auditor's report thereon), which we obtained prior to the date of this auditor's report, and the other sections of the Stanbic IBTC Holdings PLC 2025 Annual Report, which are expected to be made available to us after that date.

Our opinion on the consolidated and separate financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the other sections of the Stanbic IBTC Holdings PLC 2025 Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of the directors and those charged with governance for the consolidated and separate financial statements

The directors are responsible for the preparation of the consolidated and separate financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the requirements of the Companies and Allied Matters Act, the Financial Reporting Council of Nigeria (Amendment) Act, 2023, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's responsibilities for the audit of the consolidated and separate

financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated and separate financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The Companies and Allied Matters Act requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

2. the company has kept proper books of account, so far as appears from our examination of those books;

3. the company's statement of financial position, statement of profit or loss and statement of other comprehensive income are in agreement with the books of account and returns.

   We also report that:

4. the information required by Central Bank of Nigeria Circular BSD/1/2004 on insider related credits is disclosed in Note 39 to the financial statements;

5. as disclosed in Note 42 to the consolidated and separate financial statements, during the year, the group paid penalties in respect of contraventions of relevant regulatory circulars including circulars issued by the Central Bank of Nigeria.

In accordance with the requirements of the Securities and Exchange Commission, we performed a limited assurance engagement and reported on management's assessment of Stanbic IBTC Holdings PLC's internal control over financial reporting as of 31 December 2025. The work performed was done in accordance with FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting issued by the Financial Reporting Council of Nigeria, and we have issued an unqualified conclusion in our report dated 17 April 2026.

For: PricewaterhouseCoopers 17 April 2026

Chartered Accountants Lagos, Nigeria

Engagement Partner: Obioma Ubah FRC/2013/PRO/ICAN/004/00000002002s

STANBIC IBTC HOLDINGS PLC

Consolidated and separate statements of financial position

as at 31 December 2025

Group Company

Chuma Nwokocha Kunle Adedeji

Chief Executive Chief Financial Officer

FRC/2025/PRO/DIR/003/591307 FRC/2013/PRO/DIR/003/00000001137

30 January 2026 30 January 2026

Sola David-Borha Chairman

FRC/2013/PRO/DIR/003/00000001070

30 January 2026

The accompanying notes from page 7 to 147 form an integral part of these financial statements