Quarter 5 - financial statement for 2025

AUDITED FINANCIAL

STATEMENTS

CONTENTS

Directors' Report

The Directors present their report together with the audited financial statements of UBA Plc ("the Bank") and its Subsidiaries (together "the Group") for the year ended 31 December 2025.

Group

Bank

1. RESULTS AT A GLANCE

   All figures in N'millions	Dec-25	Dec-24	Dec-25	Dec-24
   Profit before tax	423,400	803,726	50,121	486,534
   Income tax expense	(18,704)	(37,158)	115,182	78,161
   Profit after tax	404,696	766,568	165,303	564,695
   Profit Attributable to:
   Equity holders of the Bank	373,654	743,121	165,303	564,695
   Non-controlling interests	31,042	23,447	-	-
   Earnings Per Share:
   Basic & Diluted	9.66	21.73	4.27	16.51

2. DIVIDEND

   The Directors, pursuant to the powers vested in it by the provisions of Section 379 of the Companies and Allied Matters Act (CAMA) of Nigeria, have not proposed a final dividend (31 December 2024: N3.00 per share) from the retained earnings account as at 31 December 2025. Following the interim dividend declared and already paid, this brings the total dividend for the year to N0.25 (31 December 2024: N5.00 per share) amounting to a pay-out ratio of 6.21% (31 December 2024: 30.3%), and a yield of 0.6% (31 December 2024: 14.7%).

3. LEGAL FORM

   United Bank for Africa Plc was incorporated in Nigeria as a limited liability company on 23 February 1961, under the Companies Ordinance [Cap 37] 1922. It took over the assets and liabilities of the British and French Bank Limited, which had carried on banking business in Nigeria since 1949. UBA merged with Standard Trust Bank Plc on 01 August, 2005 and acquired Continental Trust Bank Limited on 31 December, 2005.

4. MAJOR ACTIVITIES AND BUSINESS REVIEW

   UBA Plc is engaged in the business of banking and caters for the banking needs of Institutions, Corporate, Commercial and Consumer customer segments, providing trade services, remittance, treasury management, custody/investor services, digital and general banking services. Pension custody services are offered through its subsidiary. A comprehensive review of the business for the period and the prospects for the ensuing year is contained in the CEO's report section of UBA's most recent annual report.

5. DIRECTORS

   Name	Designation
   Mr. Tony Elumelu, CFR	Chairman
   Ms. Angela Aneke	Independent Non-Executive Director
   Erelu Angela Adebayo	Non-Executive Director
   Mr. Abdulqadir J. Bello	Non-Executive Director
   Ms. Aisha Hassan Baba, OON	Independent Non-Executive Director
   Mrs. Caroline Anyanwu	Non-Executive Director
   Mr. Emmanuel N. Nnorom	Non-Executive Director
   Mrs. Henrietta Ugboh	Independent Non-Executive Director
   Mr. Oliver Alawuba	Group Managing Director/CEO
   Mr. Muyiwa Akinyemi*	Deputy Managing Director
   Mr. Chukwuma Nweke	Deputy Managing Director
   Mr. Ugochukwu Nwaghodoh	Executive Director, Finance and Risk Management
   Mr. Alex Alozie*	Executive Director, Abuja & North Central
   Ms Sola Yomi-Ajayi*	Executive Director/CEO, UBA Africa 1
   Mrs. Abiola Bawuah*	Executive Director, Lagos 2 & West Bank

   *The term of office of the Director expired on December 31, 2025.

6. DIRECTORS' INTERESTS

   The interest of directors in the Issued share capital of the Bank as recorded in the register of directors' shareholding and/ or as notified by the directors for the purpose of Sections 275 and 276 of the Companies and Allied Matters Act and the listing requirements of the Nigerian Stock Exchange is as follows:

   		31-Dec-25		31-Dec-24
   Name	Direct holding	Indirect holding	Direct holding	Indirect holding
   Mr. Tony Elumelu, CFR	1,517,654,552	4,794,520,238	194,669,555	2,347,387,243
   Mr. Oliver Alawuba	126,480,728	-	111,004,281	-
   Mrs. Aisha Hassan Baba, OON	2,092,289	-	1,401,769	-
   Mrs. Caroline Anyanwu	5,270,193	-	1,243,669	-
   Mr. Emmanuel N. Nnorom	85,278	36,041,754	85,278	26,352,236
   Mr. Chukwuma Nweke	2,004,032	-	1,000,860	-
   Mrs. Abiola Bawuah	7,287,888	-	6,287,888	-
   Mrs. Angela Nkiruka Nwabuoku (Aneke)	3,493,167	-	2,342,301	-
   Mrs. Angela Adebayo	163,803	-	163,803	-
   Mrs. Henrietta Ugboh	500,133	-	27,329	-
   Mr. Ugochukwu Nwaghodoh	76,810,383	-	70,948,322	-
   Mr. Muyiwa Akinyemi	70,988,692	-	56,848,504	-
   Ms. Sola Yomi - Ajayi	3,504,442	-	3,504,442	-
   Mr. Alex Alozie	40,316,261	-	30,144,285	-
   Mr. Abdulqadir Jeli Bello	3,980,403	-	2,466,281	-

   Details of indirect holdings

   Name of Director Company(ies) Indirect holding

   Mr. Tony O. Elumelu, CFR

   HH Capital Limited 2,267,330,711

   Heirs Holdings Limited 2,248,295,619

   Heirs Alliance Limited 278,893,908 4,794,520,238

   Mr. Emmanuel N. Nnorom Vine Foods Limited 36,041,754

7. ANALYSIS OF SHAREHOLDING

   The details of shareholding of the Bank as at 31 December, 2025 is as stated below;

   Headline Shareholders Holdings

   Range Count Cumulative Count Aggregate Cumulative "Aggregate Count (%) Holdings Holdings Holdings (%)"

   1-1,000	70,799	70,799	21.45	24,890,344	24,890,344	0.06%
   1,001-5,000	129,663	200,462	39.28	323,704,318	348,594,662	0.73%
   5,001-10,000	47,168	247,630	14.29	325,457,446	674,052,108	0.74%
   10,001-50,000	57,762	305,392	17.50	1,214,414,532	1,888,466,640	2.75%
   50,001-100,000	11,525	316,917	3.49	787,337,060	2,675,803,700	1.78%
   100,001-500,000	9,887	326,804	3.00	2,037,447,110	4,713,250,810	4.61%
   500,001-1,000,000	1,472	328,276	0.45	1,028,615,666	5,741,866,476	2.33%
   1,000,001-5,000,000	1,403	329,679	0.43	2,775,041,775	8,516,908,251	6.28%
   5,000,001-10,000,000	182	329,861	0.06	1,269,545,385	9,786,453,636	2.87%
   10,000,001-50,000,000	141	330,002	0.04	2,817,311,278	12,603,764,914	6.37%
   50,000,001-100,000,000	23	330,025	0.01	1,675,993,136	14,279,758,050	3.79%
   100,000,001-500,000,000	40	330,065	0.01	10,305,596,558	24,585,354,608	23.32%
   500,000,001-1,000,000,000	11	330,076	0.00	6,842,410,612	31,427,765,220	15.48%
   1,000,000,001-Above	6	330,082	0.00	12,768,410,085	44,196,175,305	28.89%
   TOTAL	330,082		100	44,196,175,305		100%

8. SUBSTANTIAL INTEREST IN SHARES: SHAREHOLDING OF 5% AND ABOVE

   According to the Register of Shareholders as at 31 December, 2025, no shareholder held more than 5% of the share capital of the Bank except the following;

   Shareholders	Holding	Holding (%)
   UBA NOM UBA Africa Investors- Trading*	3,905,880,306	8.84%
   HH CAPITAL LIMITED	2,267,330,711	5.13%
   Heirs Holdings Limited	2,248,295,619	5.09%

   * UBA Nominees held 8.84% of the company's shares largely in trading accounts on behalf of various investors.

9. TRADING IN THE SHARES OF UBA

   UBA recorded strong trading momentum in 2025, with 6.78 billion shares traded, equivalent to 17% of total shares outstanding. The NGX All-Share Index closed the year at a record high of 155,613.03 points, reflecting a substantial 51.19% increase from its opening position of 102,926.40 points. Market capitalization also rose significantly, closing at N99.38 trillion, a 58% expansion from N62.763 trillion at the end of 2024. UBA's share price closed 2025 at N41.65, representing a 22.50% year-on-year increase.

10. ACQUISITION OF OWN SHARES

    The Bank did not purchase its own shares during the year. Also, the Group has a Board approved Global Personal Investment Policy, which covers directors, staff, and related parties. The policy prohibits employees, directors and related individuals/ companies from insider dealings on the shares of UBA Plc and related parties. The essence of the policy is to prevent the abuse of confidential non-public information that may be gained during the execution of UBA's business. In addition, the policy serves to ensure compliance with the local laws and/or regulatory requirements. In accordance with the NSE Rule Book and Amendments to the Listing Rules, UBA observes closed periods, within which affected persons/corporates are restricted from trading on the shares of the Bank. There was no case of violation within the period under review.

11. DONATIONS

    As a part of our commitment to the development of host communities, the environment and broader economy within which we operate, across the Group, a total of N2,024,227,517.84(Two billion, twenty four million, two hundred and twenty thousand, five hundred and seventeen naira and eighty-four kobo only) (Bank: N1,806,656,877.00) was given out as donations and charitable contributions for the year ended 31 December 2025 (FY2024: Group-N1,979mn, Bank-N1,883mn), through UBA Foundation. The Group invests up to 1% of its annual profit before taxation (PBT) as donations through UBA Foundation.

12. MANAGEMENT SHARED SERVICES ARRANGEMENT

    There exist a management shared services arrangement between UBA Plc and its subsidiaries within the UBA Group. These shared services include the provision of intragroup support services and information technology (IT) in accordance with the approved services outlined in Section 5.1 of Central Bank of Nigeria (CBN) guidelines for shared services arrangements for banks and other financial institutions.

    The shared services provided by UBA Plc deliver significant economic and commercial benefits to the Group. These benefits arise because, under similar circumstances, an independent entity would be willing to pay for these services if provided by another independent party, or alternatively, would undertake the activities internally. The shared services arrangement enables the Group to achieve the following benefits during the year:

    1. Ensuring uniformity and standardisation of business processes within the Group

    2. Achieving cost and operational efficiency

    3. Exploiting economies of scale and global corporate efficiency for commonly required services.

       The Bank has a Group transfer pricing policy that documents the details of the shared services and the functions performed by the Bank and the regional offices for the subsidiaries, in line with the shared services agreement. The cost of providing these services is allocated proportionately to the relevant beneficiaries using predetermined allocation keys.

13. EMPLOYMENT AND EMPLOYEES

    Employment of Physically Challenged Persons

    The Bank operates a non-discriminatory policy in the consideration of applicants for employment, including those received from physically challenged persons. The Bank's policy is that the most qualified persons are recruited for the appropriate job levels, irrespective of an applicant's state of origin, ethnicity, religion or physical condition.

    Health, Safety at Work and Welfare of Employees

    The Bank maintains business premises designed with a view to guaranteeing the safety and healthy working conditions of its employees and customers alike. Employees are adequately insured against occupational and other hazards. The Bank has a comprehensive health insurance scheme for staff, through which medical needs of staff and their immediate family members are met. In addition, the Bank provides first aid in all business offices and has a medical facility at the Head Office. As a part of the investment in the welfare of staff, the Bank maintains an ultra-modern gym facility at the head-office and organizes a quarterly fitness session (tagged "jogging to bond"), held at different stadia across all its country of operations, thereby providing access to various sporting facilities and professional instructors.

    Fire prevention and firefighting equipment are installed in strategic locations at all business offices, in addition to hosting a full fire service operation at the Head Office.

    The Bank operates a contributory pension plan in accordance with the Pension Reform Act, wherein the Bank contributes 10% of employees' basic salary, housing and transport allowance to the designated pension fund administration chosen by each employee. As a part of the scheme, the Bank also remits employees' contribution of 8% of the relevant compensation to the same account, as provided by the Pension Reform Act, as amended.

    Employee Involvement and Training

    The Bank encourages participation of its employees in arriving at decisions in respect of matters affecting their wellbeing. To this end, the Bank provides formal and informal opportunities where employees deliberate on issues affecting the Bank and employees' interest, with a view to making inputs to decision thereon. The Bank places premium on the development of its manpower. In addition to the routine online Executive Chat, wherein employees interact with the Management to discuss issues of customer and employee satisfaction, the GMD/CEO operates an open-door policy and encourages employees to channel suggestions and complaints to him as may be required. The Human Capital Management Division also holds monthly "HR Clinic", a personalized avenue to address relevant employee welfare and career satisfaction issues.

    Research and Development

    As a part of its daily business, the Bank carries out research into new banking products and services to anticipate and meet customers' need and to ensure excellent service is delivered at all time.

    Demographics of our workforce

    During the year under review, the Group employed staff across the different businesses and geographies where it operates. Below is the details of the employee demographics;

    1. Staff distribution by gender for the year ended 31 December 2025

       Description	Gender	Head Count	% of Total
       Group	Male	5,710	53%
       	Female	5,111	47%
       	Total	10,821	100%
       Bank	Male	3,346	50%
       	Female	3,388	50%
       	Total	6,734	100%

       Average gender analysis of the Bank's Board of Directors and Top Management Staff for the year:

       Description	Gender	Head Count	% of Total
       Board of Directors	Male	8	53%
       	Female	7	47%
       	Total	15	100%
       Top Management	Male	58	67%
       	Female	28	33%
       	Total	86	100%

       Detailed average gender analysis of Board of Directors and Top Management Staff for the year:

       Description	Head Count		Head Count
       Directors	Male	% of Total	Female	% of Total	Total
       	8	53%	7	47%	15
       General Managers	12	80%	3	20%	15
       Deputy General Managers	10	77%	3	23%	13
       Assistant General Managers	36	62%	22	38%	58
       Total	66	65%	35	35%	101

    2. Group Staff distribution by nationality and location for the year ended 31 December 2025

    Location	Nationality	Head Count
    Nigeria	Nigerian	6,544
    	Other 19 African Countries	11
    	Indian	2
    UBA Africa	Nigerian	49
    	Other 19 African Countries	3,981
    UBA USA	Nigerian	25
    	American	57
    	Brazillian	1
    	Cameroonian	1
    	Congolese	1
    	Ghanian	2
    	Indian	1
    	Ugandian	1
    UBA UK	Nigerian	11
    	British	35
    	Cameroonian	1
    	Croatian	1
    	Indian	3
    	French	1
    	Ghanaian	1
    	Irish	1
    	Pakistani	2
    UBA France	French	1
    UBA Dubai	Senegalese	1
    	Indian	1
    	British	1
    UBA Pension	Nigerian	85
    Total		10,821

14. PROPERTY AND EQUIPMENT

    Movements in property and equipment during the period are shown in note 30 of the interim consolidated and separate financial statements. In the opinion of the Directors, the market value of the Bank's property and equipment is not less than the value shown in the financial statements.

15. EVENTS AFTER THE REPORTING DATE

    There are no events after the reporting date, which could have had material effect on the financial position of the Group as at 31 December, 2025 and the profit and other comprehensive income for the year ended at that date.

16. AUDIT COMMITTEE

    Pursuant to Section 404(3) of the Companies and Allied Matters Act 2020, the Bank has an Audit Committee comprising three Shareholders and two Non-Executive Directors and as follows:

    Mr. Feyi Ogoji Chairman/Shareholder Mr. Matthew Esonanjor, SAN Shareholder

    Mr. Alex Adio Shareholder

    Ms. Angela Aneke Independent Non-Executive Director Mrs. Henrietta Ugboh Independent Non-Executive Director [1] Mr. Emmanuel Nnorom Non-Executive Director [2]

    1. Cessation of membership on April 24, 2025

    2. Appointed a member on April 24, 2025

    The functions of the Audit Committee are as laid down in Section 404 (7) of the Companies and Allied Matters Act.

17. AUDITORS

    In accordance with Section 401(2) of the Companies and Allied Matters Act 2020 and Section 20.2 of the NCCG 2018, Messrs. Ernst & Young have indicated their willingness to continue in office as External Auditors of UBA Plc.

18. DISCLOSURE OF CUSTOMER COMPLAINTS IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

    Description	Number		Amount Claimed (N'Million)		Amount Refunded (N'Million)		Amount Claimed (USD)	Amount Refunded (USD)	Amount Refunded (GBP)	Amount Refunded (GBP)
    	2025	2024	2025	2024	2025	2024	2025	2024	2025	2024
    Pending Complaints B/F	86,012	643,719	132,297	59,139					-	-
    Received Complaints	2,117,877	3,210,708	155,881	262,870					-	-
    Resolved Complaints	2,194,558	2,090,122	287,517	187,892	50,215	2,314	147,100	94,548	-	-
    Unresolved Complaints Escalated from CBN for Intervention	104	218	755	1,417					-	-
    Unresolved Complaints Pending with the bank C/F	9,331	1,120,907	661	132,297					-	-
    % of Complaint/ Transaction Volume	0.03%	0.04%							-	-

19. REPORT ON FRAUD AND FORGERIES FOR THE YEAR ENDED 31 DECEMBER 2025

By the order of the Board

Bili A. Odum

Group Company Secretary/Legal Counsel 57 Marina, Lagos FRC/2013/NBA/00000001954

Complaints and Feedback

United Bank for Africa Plc is a customer-focused Pan-African financial services institution that is committed to putting its customers first and at the centre of every business decision. Our C1st philosophy which launched in 2016 was birthed to transform the Bank's approach to its customers and renew its commitment to becoming a truly Customer Centric institution. Our aim is to deliver excellent customer experience and provide high quality financial solutions to our over fourty-three million customers across the 24 countries in which we operate.

We understand that to effectively serve our customers, we must have the capacity to resolve customer complaints and generate insightful feedback to improve customer experience and support product, channel and process development and innovation.

Our Voice of customer solution implemented across our Digital and Physical touch points including our Customer Fulfilment Centre, provides the bank with real time feedback of our customers experience across our platforms whilst our complaints management process, provides the bank with an effective means of capturing and resolving customer complaints.

The efficiency of the complaints management and feedback process is supported by efficient UBA employees who are trained each week during our C1st Day sessions on delivering exceptional experience to our customers and renew their promise to our customers each year by signing the UBA signed service charter.

This year, UBA ranked amongst the top 5 banks in the KPMG Banking Industry Customer Experience (BICX) assessment, ranking 2nd place in our SME segment, a testament to our unreserved commitment to delivering exceptional experience to our customers. Our customers trust, loyalty and feedback have been instrumental in driving this commitment. We remain focused on finding new ways to serve our customers better and exceed their expectations in every way possible.

The Bank's service charter makes a promise to do more than is expected and delight our customers at every interaction.

• Do what we say we are going to do, NO EXCUSES, we give our word, and we keep it

• Take ownership and resolve a customer's issue to the end;

• Go the extra mile to delight our customers at every interaction;

• Treat our customers with respect and always listen with the intent to serve and resolve;

• Empower staff to resolve customers' issues at first contact

• Provide our customers with the right information at the right time

• Serve our customers with passion and a smile

To ensure customers' cases - complaints, enquiries and requests are managed effectively, the Bank has an effective complaints management platform and process that is easy to use and is accessible to all customers. Complaints made via this channel are routed to a team within the bank that is responsible for resolving the case within defined timelines which are aligned with Central Bank of Nigeria (CBN) complaints resolution timelines.

All cases are tracked and reviewed to identify root cause and fixes implemented to improve process, platforms, products and customer experience. Key Performance Indicators have been developed to effectively measure and monitor the efficiency and performance of the process which is also periodically reviewed to ensure the bank is efficient at handling customer complaints.

The complaints and resolution processes are as follows:

1. The Bank can be reached via a branch, calls, E-mail, Live Chat, Social Media; Twitter, Facebook and Leo

2. Complaint is logged on the Bank's Complaints Management platform and a notification sent to the customer with a case identification number

3. The complaint is reviewed, and effort is made to resolve at First Contact, where this cannot be achieved, the case is referred to the relevant department to treat and close within defined timelines

4. Once the complaint has been resolved and closed, the customer receives a notification to confirm the complaint has been resolved.

5. The customer is given an opportunity to confirm satisfactory closure of the compliant or to dispute closure.

6. The ombudsman service provided by the Bank also gives customers the opportunity to escalate complaints for further review or investigation.

   In line with Central Bank of Nigeria (CBN) guidelines, the bank renders periodic reports on the complaints received, resolution of complaints and actions taken to avoid recurrence.

   Customer Feedback & Continuous Improvement

   UBA is committed to listening to its customers and employees and has established feedback mechanism to gather structured and unstructured feedback. Surveys are triggered to customers after transactions to measure their experience with the bank's channels, products and processes. Conversations are also monitored across social channels and sentiments analysed for effective resolution of issues.

   Feedback is received via the following channels:

   1. Voice of customer surveys

   2. Voice of Employee surveys

   3. Customer Fulfilment Centre

   4. Customer forums

   5. Social media platforms

   6. Branches

   7. Whistleblowing platform

   8. Ombudsman

Once received, feedback is reviewed and actionable insight shared with the relevant teams in the bank to improve process, innovate and develop solutions for UBA customers.

Customer Fulfilment Centre (CFC)

A 24/7 Multi-Lingual Customer Contact Centre, that provides UBA customers with access to a customer experience expert who is available to support customer complaints, enquiries and requests. The team is manned by highly skilled personnel with rich and diverse banking experience to promptly resolve customer complaints.

Telephone

A dedicated 24hr dedicated hotline on is available on 0201 280 8822 and 0700 2255 822

Email Address

A dedicated e-mail address cfc@ubagroup.com is available to customers 24/7. This channel is manned by our highly skilled and effective Customer Experience experts that deliver high quality service to UBA customers and prospects.

Branch Hotlines

Branded toll-free phones are available at all branches for customers call the Customer Fulfilment Centre. Calls received via this channel are handled by designated inbound call centre agents.

Live Chat

A live chat option is available on the UBA website www. ubagroup.com, customers can chat online real time with our highly skilled Customer Experience Experts

UBA Cares

Our dedicated customer care social media handle @ UBACares provides real time support and resolution to our customers

Leo (UBA Chatbot)

Log and track a complaint via Leo. Available on WhatsApp. Facebook Messenger and Apple Business Chat.

Branch Callback

Daily calls are placed to customers who have completed transactions at our branches to obtain timely feedback on their experience and capture recommendations that can improve customer satisfaction.

Branch QR Code

QR Codes are available at teller and customer service officer points across all branches. Customers can provide real-time feedback on their experience at the branch

Transaction Dispute QR Code

QR codes are available across our branches. Customers can scan this code and log a transaction enquiry

Transaction Dispute Portal

An online portal to log transaction complaints

Suggestion/Complaint Box

Customer Complaint boxes are available at all our branches for customers to provide feedback and suggestions to improve service

Post

A dedicated Post Office Box number 2406 Marina Lagos, is also available to our customer.

Investor Complaint Channels

UBA has a dedicate email and contact number for shareholders who would like to make a complaint:

Email:

investorrelations@ubagroup.com

Telephone:

+234-201-2808798

Contact:

Investor Relations Unit, UBA House, 57, Marina, Lagos.

Corporate Governance

Introduction

United Bank for Africa Plc (UBA Plc) holds good corporate governance as one of its core values and confirms its commitment to the implementation of effective corporate governance principles in its business operations. The Board of Directors of UBA Plc endorses the principles of best practice Corporate Governance as stated in the Corporate Governance Guidelines For Commercial, Merchant, Non-Interest And Payment Service Banks In Nigeria 2023 issued by the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC) Corporate Governance Guidelines 2020, and the Nigerian Code of Corporate Governance 2018 issued by the Financial Reporting Council (FRC), effective January 1, 2020. UBA Plc is also on the Premium Board of NGX, a listing segment for the elite group of issuers that meet the Nigerian Exchange's corporate governance and listing standards. The premium Board is a platform for showcasing companies who are industry leaders in their sectors.

United Bank for Africa Plc has completed the Corporate Governance Rating System (CGRS) Recertification Exercise conducted by the Nigerian Exchange Limited (NGX) and the Convention on Business Integrity (CBI) Nigeria. UBA Plc is one of the companies on NGX's Corporate Governance Index (CGI).

The Board of Directors of UBA Plc has the overall responsibility for ensuring that the highest standards of corporate governance are maintained and adhered to by the Bank. In order to promote effective governance of the UBA Group, the following structures have been put in place for the execution of UBA Plc's Corporate Governance strategy:

1. Board of Directors

2. Board Committees

3. Executive Management Committees

4. Governance Charters

   1. The Board

      The Board is adequately comprised with the appropriate mix of knowledge, skills, experience, and expertise. As of December 31, 2025, the Board had fifteen (15) members which include a Non-Executive Chairman, Group Managing Director, seven (7) other Non-Executive Directors (which include three (3) Independent Non-Executive Directors), and seven (7) Executive Directors (which include the GMD/CEO).

      
      
      

      Diversity

      The Board promotes diversity in its membership for better decision-making, independent judgment and effective governance. There is an appropriate balance of skills and diversity (age and gender) without compromising competence, independence, and integrity. As of December 31, 2025, there are seven (7) female Directors on the Board, constituting 46.67% of the Board. This demonstrates the Board's commitment towards gender diversity.

      Responsibility

      The Board of Directors carries out its responsibility through its standing Committees. These are the Board Audit, Governance, Nomination and Remuneration Committee, the Board Credit Committee, the Board Risk Management Committee, the Board Operations & Technology Committee and the Finance & General Purpose Committee. Through the workings of these committees, the Board sets broad policy guidelines and ensures the proper oversight and direction of the Bank.

      The roles of Chairman and Chief Executive Officer are separated and clearly defined. The Chairman is responsible for the management, development and effective functioning of the Board of Directors and provides leadership in every aspect of its work, whilst the Chief Executive Officer is responsible for the running of the business and implementation of Board strategy and policy. The Chief Executive Officer is assisted in managing the business of the Bank on a day-to-day basis by the Executive Management Committee, which he chairs and comprises all Executive Directors and other critical functional heads.

      The Board's primary responsibility is to increase shareholder wealth. The Board is accountable to shareholders and is responsible for the management of the relationships with its various stakeholders. Executive Management is accountable to the Board for the development and implementation of strategy and policies.

      The Board regularly reviews group performance, matters of strategic concern and other matters it regards as material. The Board meets quarterly and additional meetings are convened as the need arises. As of December 31, 2025, the Board met eight (8) times. The record of attendance for Board Meetings for the period ended December 31, 2025 is presented below:

      Director	Number of Meetings Held	Number of Meetings Attended
      Tony O. Elumelu, (CFR)	8	8
      Mr. Oliver Alawuba	8	8
      Muyiwa Akinyemi*	8	8
      Chukwuma Nweke	8	8
      Ugochukwu Nwaghodoh	8	8
      Alex Alozie*	8	8
      Sola Yomi-Ajayi*	8	8
      Abiola Bawuah*	8	8
      Angela Aneke	8	7
      Erelu Angela Adebayo	8	8
      Abdulqadir Bello, (FCA)	8	8
      Aisha Hassan-Baba, (OON)	8	8
      Caroline Anyanwu	8	8
      Emmanuel N. Nnorom	8	8
      Henrietta Ugboh	8	8

      Service Banks 2023 and Principle 14 of the Nigerian Code of Corporate Governance 2018. The results of the Board Evaluation conducted by Deloitte & Touché confirmed that the Board complied with the requirements of the extant Codes of Corporate Governance in terms of its structure, procedures and responsibilities during the 2025 financial year. Key Board functionaries (Board and Board Committee Chairpersons) and the Board Committees also met their responsibilities under the Codes and governance charters, during the 2025 financial year.

      Based on Deloitte's review of the Board Governance and Board Committee Governance Charter, policies, procedures and frameworks, interviews with Directors as well as surveys completed by Board members, the following positive attributes were noted:

      *The Directors tenure expired December 31, 2025

      The Board is responsible for Strategic Direction, Policy Making, Decision Making and Oversight. The Board is also responsible for ensuring that there is an effective system of internal control and risk management across the Bank. The Board also adopts effective systems for the appointment of new Directors.

      In accordance with extant Codes of Corporate Governance and the Bank's governance charters, the Board has, through the Board Audit, Governance, Nomination & Remuneration Committee, provided suitable induction programs for new/ for existing members, continuous/ongoing training as determined by the Board Audit, Governance, Nomination & Remuneration Committee. The training for Board members is included in the annual training plan for UBA Group which is approved by the Board at the beginning of the year with the annual budget.

      As stipulated in the Board Governance & Board Committees Governance Charter, the Board has the authority to delegate matters to Directors, Board Committees and the Executive Management Committee. All Directors are aware that they may take independent professional advice at the expense of the Bank, in furtherance of performing their duties effectively. They all have unfettered access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that all governance matters are complied with and assists with professional development as required.

      Board Evaluation

      Deloitte & Touché conducted the annual evaluation of the Board of Directors of UBA Plc for the year ended December 31, 2025 in compliance with CBN Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks (CBN CG Guidelines for Banks), Section 10.4. of the Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment

      Committee Effectiveness

      To ensure that the Committee achieve the level of oversight and strategic depth required for the Bank. The Board reconstituted the Board committees from four (4) into five (5) distinct Board Committees namely the BAGNRC, BCC, BRMC, F&GPC and the BOTC.

      Business Assurance

      In compliance with the CBN CG Guidelines for Banks, and best practice standards, an Independent assessment of the Internal Audit and compliance function was performed by External Evaluators during the 2025 financial year.

      Risk Oversight

      The BRMC has oversight of risk, as the Group CRO provided quarterly Risk Management Reports to the Committee on key areas, including Macro-Economic Risk Management, the Risk Heat Map, Credit Risk Management, Operational Risk Management, Liquidity, and ESG Risk Management.

      Internal Control over Financial Reporting

      The BAGNRC exercised adequate oversight of management implementation of the recommendation raised, following the 2023 ICFR assessment, as regular updates on status of implementation were presented by the ED. Finance and Risk Management at its committee meetings.

      Succession Planning

      The Board exercised oversight on succession planning and has a succession plan in place to address vacancy for key management roles. Additionally, the Group Head Human Resource presented quarterly updates on the review of the Banks succession plan for the BAGNRC's notice and approval.

      Board Training

      UBA PLC is proactive about its Directors' training and had a robust training calendar covering themes which addressed key topical subjects, including strategy governance for Boards, regulatory training for the Board of Directors, data governance and demystifying regulators and compliance.

      Sustainability

      The Bank is deliberate about sustainability/ESG, as we noted that in addition to the BAGNRC exercising oversight on Sustainability, several key initiatives were implemented during the financial year, including introduction of waste classifiers in the Bank, enhancement of data accuracy and emissions reporting etc.

      Subsidiary Governance

      For effective oversight on the Banks global footprint, Management presented regular updates on the performance of subsidiaries across the globe to the BAGNRC and BRMC at its quarterly meetings. The reports highlights on the risks, regulatory compliance concerns, governance effectiveness, internal control of these entities.

      The Report of the Board Evaluation Consultants on the Performance Evaluation of the Board of Directors of UBA Plc is included in this Report.

      Corporate Governance Review

      IIn accordance with the provisions of the CBN Corporate Governance Guidelines for Commercial, Merchant, NonInterest and Payment Service Banks (CBN CG Guidelines for Banks) and the Nigerian Code of Corporate Governance 2018, Deloitte & Touché performed the annual corporate governance review of the Corporate Governance Framework of UBA Plc for the year ended December 31, 2025. The results of the review, which included an assessment of the Board's structure, composition, responsibilities, processes, procedures and the effectiveness of the Board Committees, confirmed that the Corporate Governance Framework and Practices in UBA Plc comply with the provisions of the extant Codes of Corporate Governance. The Report of the Board Evaluation Consultants on the Review of the Corporate Governance Framework of UBA Plc is included in the Annual Report.

      Appointments & Retirements

      During the financial period ended December 31, 2025, the following Directors retired from the Board following the expiration of their tenure on December 31, 2025:

      1. Muyiwa Akinyemi - DMD

      2. Alex Alozie - ED, Abuja & North Central

      3. Sola Yomi-Ajayi - ED/CEO, Africa 1

      4. Abiola Bawuah - ED, Lagos 2 & West

      During the financial period ended December 31, 2025, the following Directors were appointed to the Board, effective January 1, 2026, subject to the approval of the Central Bank of Nigeria:

      1. Emmanuel Lamptey - ED, Digital Banking

      2. Tosin Adewuyi - ED, Corporate Banking

      3. Chidi Okpala - ED, Personal and Business Banking

   2. Accountability and Audit

      Financial Reporting

      The Board has presented a balanced assessment of the Company's position and prospects. The Board is mindful of its responsibilities and is satisfied that in the preparation of the Directors' Report, the Directors have complied with the requirements of the Companies & Allied Matters Act 2020. The Board also ensured the integrity of the annual reports and accounts and all material information provided to all relevant stakeholders.

      The Directors make themselves accountable to the shareholders through regular publication of the Group's financial performance and Annual Reports, and at the Annual General Meeting. The Board ensured that the Group's reporting procedure is conveyed on the most efficient platforms in order to ensure accuracy. This procedure involves the monitoring of performance throughout the financial year, in addition to monthly reporting of key performance indicators.

      Ernst & Young (EY) acted as external auditors to the Group for the period ended December 31, 2025. The Report of the External Auditors is contained in this Report.

   3. Risk Management & Control Environment

      The Group has consistently improved its internal control environment to ensure financial integrity and effective management of risks. The Board ensured that the Group has in place, robust risk management policies and mechanisms to ensure identification of risk and effective control.

      The Directors review the effectiveness of the Bank's Internal control environment through regular reports and reviews at Board and Board Audit, Governance, Nomination & Remuneration Committee meetings.

      The Board approves the annual budget for the Group and ensures that a robust budgetary process is operated with adequate authorization levels put in place to regulate capital and operating expenses.

   4. Shareholder Rights

      The Board of UBA Plc has always placed considerable emphasis on effective communication with its shareholders. It ensures that the rights of shareholders are always protected. Notice of meetings and all other statutory notices and information are communicated to the shareholders regularly. The Bank ensures the protection of statutory and general

      rights of shareholders at all times, particularly their right to vote at General Meetings. All shareholders are treated equally regardless of their equity interest or social status.

      The General Meeting of Shareholders is the highest decision-making body of the Bank and meetings are conducted in a fair and transparent manner that gives shareholders the opportunity to express their opinions. The Group publishes quarterly, half-yearly and annual reports on its website as well as national newspapers. The Group also provides investor presentations and other relevant communications that provide requisite information to shareholders and the general public, especially as regards the performance, strategy and developments in the Group.

      The Group maintains an Investor Relations Unit which routinely attends to shareholders' enquiries and ensures that shareholders' views are appropriately escalated to the Management and Board on a continuous basis. In addition, shareholders are encouraged to continuously communicate their opinions and recommendations as appropriate to either the Head of Investor Relations or the Company Secretary. Their contact details are available on the Bank's website and on the back cover of this Report.

   5. Board Committees

      The Board of UBA Plc has the following Committees, namely:

      1. Board Audit, Governance, Nomination and Remuneration Committee

      2. Board Credit Committee

      3. Board Risk Management Committee

      4. Board Operations & Technology Committee [1]

      5. Finance & General Purpose Committee [2]

         1. Cessation of membership following the reconstitution of the Board Committee on April 22, 2025

         2. Appointed a member of the Committee on April 22, 2025

         1. Board Audit, Governance, Nomination and Remuneration Committee

            The Board Audit, Governance, Nomination and Remuneration Committee is a Committee of the Board of UBA Plc charged with the responsibility and oversight of Audit and Control, Governance, Legal strategy, Strategic Direction.

            The Committee has oversight over the governance structures and practices of the Bank. The Committee has responsibility for the nomination of Directors, Board Composition, nomination of Directors for appointment to the Boards of the Subsidiaries, recruitment, promotion, redeployment and disengagement of senior level staff, Board & Board Committee performance evaluation, Subsidiary Governance oversight, compensation & remuneration of Directors, and Board/Board Committees Inductions and Trainings. The Committee also approves the Governance Policies for the

            Group, recommends the organisation structure to the Board for approval, resolves work related issues and disputes, and evaluates the overall system of corporate governance for the Group.

            The Committee also provides Board Oversight on internal control and audit in the Group. It assists the Board of Directors in fulfilling its audit responsibilities by ensuring that effective systems of Internal Controls are in place within the Group.

            As of December 31, 2025, the Board Audit, Governance, Nomination and Remuneration Committee comprised of the following Non-Executive Directors:

            1. Ms. Angela Aneke - Chairman

            2. Erelu Angela Adebayo - Member

            3. Mr. Abdulqadir J. Bello - Member

            4. Mrs. Aisha Hassan-Baba, OON - Member

            The record of attendance for Board Audit, Governance, Nomination and Remuneration Committee Meetings for the year ended 31 December, 2025 is presented below:

            Board Audit , Governance, Nomination and Remuneration Committee Meetings
            Members	Number of Meetings Held	Number of Meetings Attended
            Ms. Angela Aneke	13	13
            Erelu Angela Adebayo	13	13
            Mr. Abdulqadir J. Bello	13	13
            Mrs. Aisha Hassan-Baba, OON	13	13

         2. Board Credit Committee

            The Board Credit Committee is responsible for approval of credit facilities in the Bank. The Committee also recommends credit facilities to the Board for approval. It reviews all credits granted by the Bank and meetings are held at least once a quarter. The Board Credit Committee was set up to assist the Board of Directors to discharge its responsibility to exercise due care, diligence and skill to oversee, direct and review the management of the credit portfolio of the Group. Its terms of reference include determining and setting the parameters for credit risk and asset concentration and reviewing compliance within such limits; determining and setting the lending limits, reviewing and approving the Group's credit strategy and the credit risk tolerance. The Committee reviews the Loan portfolio of the Bank and reviews and approves country risks exposure limits.

            As of December 31, 2025, the composition of the Board Credit Committee was as follows:

            1. Mr. Abdulqadir J. Bello - Chairman

            2. Ms. Angela Aneke - Member

            3. Mrs. Caroline Anyanwu - Member

            4. Mrs. Henrietta Ugboh - Member

               Board Credit Committee Meetings
               Members	Number of Meetings Held	Number of Meetings Attended
               Mr. Abdulqadir J. Bello	9	9
               Ms. Angela Aneke	9	9
               Mrs. Caroline Anyanwu	9	8
               Mrs. Henrietta Ugboh	9	9

         3. Board Risk Management Committee

            As of December 31, 2025, the Board Risk Management Committee comprised the following Directors:

            1. Mrs. Caroline Anyanwu - Chairman .

            2. Erelu Angela Adebayo - Member [1]

            3. Mr. Emmanuel N. Nnorom - Member

            4. Mrs. Henrietta Ugboh - Member [2]

            5. Mr. Oliver Alawuba - Member

            6. Mr. Ugochukwu Nwaghodoh - Member

            7. Ms. Sola Yomi-Ajayi - Member

               1. Appointed a member of the Committee on February 13, 2025.

                  [2] Cessation of membership following the reconstitution of the Board Committee on April 22, 2025

                  Meetings are held at least once a quarter and the responsibilities of the Committee include to review and recommend risk management strategies, policies and risk tolerance for the Board's approval; to review management's periodic reports on risk exposure, risk portfolio composition and risk management activities; and to consider and examine such other matters as the Board requires, the Committee considers appropriate, or which are brought to its attention, and make recommendations or reports to the Board accordingly.

                  Board Risk Management Committee Meetings
                  Members	Number of Meetings Held	Number of Meetings Attended
                  Mrs. Caroline Anyanwu	9	9
                  Erelu Angela Adebayo [1]	9	9
                  Mr. Emmanuel N. Nnorom	9	9
                  Mrs. Henrietta Ugboh [2]	9	2
                  Mr. Oliver Alawuba	9	9
                  Mr. Ugochukwu Nwaghodoh	9	9
                  Ms. Sola Yomi-Ajayi	9	9

                  (1) Appointed a member of the Committee on February 13, 2025.

                  [2] Cessation of membership following the reconstitution of the Board Committee on April 22, 2025

         4. Board, Operations & Technology Committee

            The purpose of the Board, Operations & Technology Committee is to, amongst other things, provide oversight of Operations, Technology, Human Resources, Customer Service, and Policies.

            As of December 31, 2025, the Board, Operations & Technology Committee comprised the following Directors:

            1. Mrs. Henrietta Ugboh - Chairman [1]

            2. Erelu Angela Adebayo - Member [1]

            3. Mr. Chukwuma Nweke - Member [1]

            4. Mr. Alex Alozie - Member [1]

               Board, Operations & Technology Committee
               Members	Number of Meetings Held	Number of Meetings Attended
               Mrs. Henrietta Ugboh -Chairman	6	6
               Erelu Angela Adebayo -Member	6	6
               Mr. Chukwuma Nweke -Member	6	6
               Mr. Alex Alozie - Member	6	6

               [1] All members were appointed as member of the Committee on April 22, 2025

         5. Finance & General Purpose Committee

            The purpose of the Finance & General Purpose Committee is to, amongst other things, discharge the Board's responsibilities with regard to strategic direction and budgeting, provide oversight of Finance, Treasury, Corporate Services and any other matter not handled by other Board Committees.

            As of December 31, 2025, the Finance & General Purpose Committee comprised the following Directors:

            1. Mr. Emmanuel N. Nnorom - Chairman

            2. Erelu Angela Adebayo - Member [1]

            3. Ms. Aisha Hassan-Baba, OON - Member [1]

            4. Mrs. Henrietta Ugboh - Member [2]

            5. Mr. Oliver Alawuba - Member

   6. Mr. Ugochukwu Nwaghodoh - Member

g. Mr. Chukwuma Nweke - Member [1]

1. Mr. Muyiwa Akinyemi - Member [2]

   1. Mrs. Abiola Bawuah - Member [2]

1. Cessation of membership following the reconstitution of the Board Committee on April 22, 2025

2. Appointed a member of the Committee on April 22, 2025

   Finance & General Purpose Committee Meetings
   Members	Number of Meetings Held	Number of Meetings Attended
   Mr. Emmanuel N. Nnorom	10	10
   Erelu Angela Adebayo [1]	10	2
   Ms. Aisha Hassan-Baba, OON [1]	10	2
   Mrs. Henrietta Ugboh [2]	10	10
   Mr. Oliver Alawuba	10	10
   Mr. Ugochukwu Nwaghodoh	10	10
   Mr. Chukwuma Nweke[1]	10	4
   Mr. Muyiwa Akinyemi [2]	10	6
   Mrs. Abiola Bawuah [2]	10	6

   1. Cessation of membership following the reconstitution of the Board Committee on April 22, 2025

   2. Appointed a member of the Committee on April 22, 2025

Board Composition Analysis

1. Appointed a member of the Committee on April 22, 2025

2. Cessation of membership following the reconstitution of the Board Committee on April 22, 2025

3. Appointed a member of the Committee on February 13, 2025

Board of Directors Attendance Analysis: January - December 2025

Directors Committee Attendance Analysis: January - December 2025

1. Appointed a member of the Committee on April 22, 2025

2. Cessation of membership following the reconstitution of the Board Committee on April 22, 2025

3. Appointed a member of the Committee on February 13, 2025

1. Executive Management Committees

   In addition to the Board Committees, there are Management Committees which ensure effective and good corporate governance at the managerial level. These are Committees comprising of senior management of the Bank. The Committees are also risk-driven, as they are basically set up to identify, analyse, synthesize and make recommendations on risks arising from day-to-day activities of the Bank. They also ensure that risk limits as contained in the Board and policies are complied with at all times. They provide inputs for the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented. They meet as frequently as issues occur to immediately take actions and decisions within the confines of their delegated authorities. Some of these Executive Management Committees include the Executive Management Committee (EMC), the Executive Credit Committee (ECC), the Group Assets and Liabilities Committee (GALCO), the Information Security Steering Committee (ISSC), the Criticized Assets Committee (CAC), the Group Risk Management Committee (GRMC), IT Steering Committee (ITSC), Assurance Committee and Africa Credit Committee (ACC).

2. Statutory Audit Committee

   The Statutory Audit Committee was set up in accordance with the provisions of the Companies and Allied Matters Act 2020. It comprises of a mixture of Non-Executive Directors and ordinary shareholders elected at the Annual General Meeting.

   Its Terms of Reference include the monitoring of processes designed to ensure compliance by the Group in all respects with legal and regulatory requirements, including disclosure, controls and procedures and the impact (or potential impact) of developments related thereto. It evaluates annually, the independence and performance of the External Auditors. The Committee also reviews the annual audited financial statements with Management and the External Auditors.

   The Members of the Statutory Audit Committee as at December, 2025 were as follows:

   1. Mr. Feyi Ogoji - Chairman/Shareholder

   2. Mr. Matthew Esonanjor, SAN - Shareholder

   3. Mr. Alex Adio - Shareholder

   4. Ms. Angela Aneke - Independent Non-Executive Director

   5. Mrs. Henrietta Ugboh - Independent Non-Executive Director [1]

   6. Mr. Emmanuel Nnorom - Non-Executive Director [2]

      1. Cessation of membership on April 25, 2025

      2. Appointed as a member on April 25, 2025

      In line with the Companies and Allied Matters Act 2020, the membership of the SAC was restructured by the shareholders at the AGM to have three (3) shareholder representatives and two (2) Directors.

      The record of attendance for the Statutory Audit Committee Meetings for FY 2025 financial year is presented below:

      Statutory Audit Committee Meetings
      Members	Number of Meetings Held	Number of Meetings Attended
      Mr. Feyi Ogoji	3	3
      Mr. Matthew Esonanjor, SAN	3	3
      Mr. Alex Adio	3	3
      Ms. Angela Aneke	3	3
      Mrs. Henrietta Ugboh [1]	3	1
      Mr. Emmanuel Nnorom [2]	3	2

      1. Cessation of membership on April 25, 2025

      2. Appointed as a member on April 25, 2025

3. Meetings Management

   In view of current business realities, particularly the advancement of digital technology and the global impact of the COVID-19 pandemic, the Board approved for all Board, Board Committee and Executive Management meetings in 2021 to hold virtually via either Microsoft Teams or Zoom. Towards this purpose, the Board also approved a Virtual Meeting & Communication Technology Framework to promote effective virtual meetings, provide broad guidelines for implementation of processes involving technology aided communication, and ensure compliance with all relevant COVID-19 Related Directives and Safety Protocols & Guidelines.

   The Board has also complied strictly with the requirements of the Federal & State Governments and the CAC Guidelines for the convening and conduct of the Bank's Annual General Meetings. The Bank conducted its 2025 Annual General Meeting on April 25, 2025 at the Transcorp Hilton Hotel, Abuja.

4. Directors' Compensation

   Package	Type	Description	Timing
   Basic salary	Fixed	This is part of gross salary package for Executive Directors only	Paid monthly during the financial year
   		It reflects the banking industry competitive salary package and the extent to which the Bank's objectives have been met for the financial year
   13th Month Salary	Fixed	This is part of gross salary package for Executive Directors only	Paid in a month during the financial year
   		It reflects the banking industry competitive salary package and the extent to which the Bank's objectives have been met for the financial year
   Directors fees	Fixed	This is paid biannually to Non-Executive Directors only	Paid biannually
   Sitting allowances	Fixed	Sitting allowances are paid to the Non-Executive Directors only for attending Board and Board Committee meetings.	Paid after each meeting

5. Details of Training Attended by Directors

   Board Facilitator-led Session

   Training Programme	Training Objective	Participants	Date
   Chicago Booth School of Business, USA	Learn what drives or destroys highperformance. Encourage a highperformance environment. Develop impactful communications strategies. Embrace mindfulness and self-care, Learn the critical necessities of courage.		Apr. 28 - May 2, 2025
   Oxford Advanced Management & Leadership -Oxford Said Business School England	This programme will evolve participant's leadership skills and stimulate a bold new strategic direction for their organisation, ensuring sustainable growth and societal impact.		Jun. 8 - Jun. 28, 2025
   Oxford Advanced Management & Leadership -Oxford Said Business School England	Enhance strategic thinking and governance oversight capabilities for global banking operations. Examine cutting-edge management and leadership concepts relevant to high-level board roles. Strengthen cross-cultural leadership competencies for UBA's multi-market environment. Equip members with practical tools for navigating uncertainty, managing change, and fostering innovation.		Oct. 26 - Nov. 15, 2025
   Cambridge Judge Business School, England	Cambridge Advanced Leadership Programme		Nov. 2 - Nov. 21, 2025

   • Muyiwa Akinyemi

   • Abiola Bawuah

   • Alex Alozie

   • Ugo Nwaghodoh

   • Chukwuma Nweke

   • Alex Alozie

6. Group Board & Board Committee Meeting Dates

* Joint session of BAGNRC & F&GPC

Report of the Statutory Audit Committee

FOR THE YEAR ENDED 31 DECEMBER 2025

To members of United Bank for Africa Plc

In accordance with the provision of Section 404[7] of the Companies and Allied Matters Act of the Federation of Nigeria 2020 , we the members of the Audit Committee hereby report as follows:

1. We confirm that we have seen the Audit Plan and Scope, and the Management Letter on the Audit of the UBA Group Consolidated and Separate Financial Statements for the year ended December 31, 2025 and the responses to the said letter.

2. In our opinion, the Plan and Scope of the Audit for the year ended 31 December, 2025 were adequate. We have reviewed the Auditors' findings and we are satisfied with the Management responses thereon.

3. We also confirm that the accounting and reporting policies of the Bank are in accordance with legal requirements and ethical practices.

4. As required by the provisions of the Central Bank of Nigeria circular BSD/1//2004 dated February 18, 2004 on "Disclosure of Insider-Related Credits in Financial Statements", we reviewed the insider-related credits of the Bank and found them to be as analysed in the Consolidated and Separate Financial Statements for the year ended 31 December 2025.

   19 February 2026

   MR. FEYI OGOJI (FCA)

   
   
   

   FRC/2016/ICAN/00000015438

   Chairman, Statutory Audit Committee

   Members of the audit committee are:

   1. Mr. Feyi Ogoji - Chairman/Shareholder

   2. Mr. Matthew Esonanjor, SAN - Shareholder

   3. Mr. Alex Adio - Shareholder

   4. Ms. Angela Aneke - Independent Non-Executive Director

   5. Mrs. Henrietta Ugboh - Independent Non-Executive Director [1]

   6. Mr. Emmanuel Nnorom - Non-Executive Director [2]

1. Cessation of membership on April 25, 2025

2. Appointed as a member on April 25, 2025

   Statement of Directors' Responsibilities

   IN RELATION TO THE PREPARATION OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

   In accordance with the provisions of Sections 334 and 335 of the Companies and Allied Matters Act and Sections 24 and 28 of the Banks and Other Financial Institutions Act, the Directors are responsible for the preparation of the financial statements which give a true and fair view of the state of affairs of the Bank and of the profit or loss and other comprehensive income for the year ended 31 December, 2025 and in so doing they ensure that:

   1. Proper accounting records are maintained;

   2. Applicable accounting standards are followed;

   3. Suitable accounting policies are adopted and consistently applied;

   4. Judgments and estimates made are reasonable and prudent;

   5. The going concern basis is used, unless it is inappropriate to presume that the Bank will continue in business; and

   6. Internal control procedures are instituted which as far as reasonably possible, safeguard the assets of the Bank and prevent and detect fraud and other irregularities.

The Directors accept responsibility for the preparation of the financial statements that give a true and fair view in accordance with IFRS Accounting standards as issued by the International Accounting Standards Board and in the manner required by the Companies and Allied Matters Act, the Financial Reporting Council of Nigeria (Amendment) Act 2023, the Banks and Other Financial Institutions Act, the Central Bank of Nigeria Prudential guidelines and other relevant regulations issued by the Central Bank of Nigeria.

The Directors accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the financial statements as well as adequate systems of financial control.

Nothing has come to the attention of the Directors to indicate that the Group will not remain a going concern for at least twelve months from the date of this statement.

SIGNED ON BEHALF OF THE DIRECTORS:

19 February 2026

Oliver Alawuba Tony O. Elumelu, CFR

FRC/2022/PRO/DIR/003/589226 FRC/2013/PRO/DIR/003/00000002590

Statement of Corporate Responsibility

In line with the provision of Section 405 of the Companies and Allied Matters Act (CAMA) 2020, we have reviewed the audited financial statements of the Group for the year ended 31 December, 2025 and based on our knowledge confirm as follows:

Financial Information

1. The audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading.

2. The audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the bank as of and for the year ended 31 December 2025.

   Effectiveness of Internal Controls

3. The bank's internal controls have been designed to ensure that all material information relating to the bank and its subsidiaries is received and provided to the Auditors in the course of the audit.

4. The bank's internal controls were evaluated within 90 days of the financial reporting date and are effective as of 31 December 2025.

   Disclosures

5. That we have disclosed to the bank's External Auditors and the Audit Committee the following information:

   1. there are no significant deficiencies in the design or operation of the bank's internal controls which could adversely affect the bank's ability to record, process, summarise and report financial data, and have discussedwith the auditors any weaknesses in internal controls observed in the cause of the Audit.

   2. there is no fraud involving management or other employees which could have any significant role in the bank's internal control.

6. There are no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of this audit, including any corrective actions with regard to any observed deficiencies and material weaknesses.

   19 February 2026

   
   
   

   Ugo A. Nwaghodoh Oliver Alawuba

   ED Finance and Risk Management Group Managing Director/CEO

   FRC/2012/ICAN/00000000272 FRC/2022/PRO/DIR/003/589226

   Management's Assessment of, and Report on, United Bank for Africa Plc's Internal Control over Financial Reporting

   FOR THE YEAR ENDED 31 DECEMBER 2025

   In line with the provision of Section 1.3 of Securities and Exchange Commission's guidance on implementation of Sections 60-63 of the Investments and Securities Act (ISA) 2007, and Financial Reporting Council's guideline in fulfilment of Sec.7(2f ) of the FRC Act. 6, 2011(As Amended), we hereby make the following statements regarding the Internal Controls over Financial Reporting of UBA Plc for the year ended 31 December 2025:

   1. Management is responsible for establishing and 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.

   2. Management used the Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the bank's ICFR.

      We have reviewed the audited consolidated and separate financial statements of the Group for the year ended 31 December 2025 and based on our knowledge we certify as follows:

      1. The audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading.

      2. The audited consolidated and separate financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition, results of operation and cash flows of the bank as of and for the year ended 31 December, 2025.

      3. The bank's management has assessed that the entity's Internal Control over Financial Reporting (ICFR) as of the end of 31 December 2025 is effective.

      4. The bank's internal controls were evaluated within 90 days of the financial reporting date and are effective as of 31 December 2025.

      5. The bank's external auditors (Messrs Ernst and Young Nigeria) has issued an attestation report on management's assessment of internal control over financial reporting.

         The attestation report of Messrs Ernst and Young Nigeria that audited the financial statements is included as part of this annual report.

         19 February 2026

         
         
         

         Ugo A. Nwaghodoh Oliver Alawuba

         ED Finance and Risk Management Group Managing Director/CEO

         FRC/2012/ICAN/00000000272 FRC/2022/PRO/DIR/003/589226

         Certification of Management's Assessment on Internal Control over Financial Reporting

         FOR THE YEAR ENDED 31 DECEMBER 2025

         In line with the provision of Section 1.3 of Securities and Exchange Commission's guidance on implementation of Sections 60-63 of the Investments and Securities Act (ISA) 2007 and Financial Reporting Council's guideline in fulfilment of Sec.7(2f ) of the FRC Act. 6, 2011 (As Amended), we hereby make the following statements regarding the Internal Controls over Financial Reporting of UBA Plc for the year ended 31 December 2025:

         I, Oliver Alawuba, certify that:

         1. I have reviewed this management's assessment on internal control over financial reporting of United Bank for Africa Plc.

         2. 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;

         3. 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 periods presented in this report;

         4. 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 United Bank for Africa Plc, 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 (GAAPs);

            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.

         5. 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 Board Audit, Governance, Nomination and Remuneration Committee:

            1. All significant deficiencies and 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. Any fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control system.

         6. The entity's other certifying officer 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.

19 February 2026

Oliver Alawuba

Group Managing Director/CEO FRC/2022/PRO/DIR/003/589226

Certification of Management's Assessment on Internal Control over Financial Reporting

In line with the provision of Section 1.3 of Securities and Exchange Commission's guidance on implementation of Sections 60-63 of the Investments and Securities Act (ISA) 2007 and Financial Reporting Council's guideline in fulfilment of Sec.7(2f ) of the FRC Act. 6, 2011(As Amended), we hereby make the following statements regarding the Internal Controls over Financial Reporting of UBA Plc for the year ended 31 December 2025:

I, Ugo A. Nwaghodoh , certify that:

1. I have reviewed this management's assessment on internal control over financial reporting of United Bank for Africa Plc.

2. 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;

3. 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 periods presented in this report;

4. 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 United Bank for Africa Plc, 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 (GAAPs);

   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.

5. 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 Board Audit, Governance and Remuneration Committee:

   1. All significant deficiencies and 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. Any fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control system.

6. The entity's other certifying officer 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.

19 February 2026

Ugo A. Nwaghodoh

ED Finance and Risk Management FRC/2012/ICAN/00000000272

Lagos Office

UBA House, 10th & 13th Floors 57, Marina Street

Lagos State, Nigeria

Tel: +234 201631 4500

Email: services@ng.ey.com Web: https://www.ey.com

Abuja Office

TotalEnergies House, Tower 2, 2" Floor

Plot 247, Herbert Macaulay Way, Central Business District Federal Capital Territory, Abuja, Nigeria

Tel: +234 903 151 6484

Email: services.abuja@ng.ey.com Web: https://www.ey.com

Port Harcourt Office Charis Plaza, Ground Floor 10, OIu-Obasanjo Road

Port Harcourt, Rivers State, Nigeria Tel: +234 811 209 3248

Email: services@ng.ey.com

Web: https://www.ey.com

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over Financial Reporting

To the members of United Bank for Africa Plc

Scope

We have been engaged by United Bank for Africa Plc ('the Bank') to perform a 'limited assurance engagement', based on International Standards on Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, herein referred to as the engagement, to report on United Bank for Africa Plc Internal Control over Financial Reporting (ICFR) (the "Subject Matter") contained in the United Bank for Africa Plc's (the "Bank") and its subsidiaries (together "the Group") Management's Assessment on Internal Control over Financial Reporting as of 31 December 2025 (the "Report").

A company's internal control over financial reportinq is a process desiqned to provide reasonable assurance regardinq the reliability of financial reportinq and the preparation of financial statements for external purposes in accordance with qenerally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. 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

3. 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.

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.

Criteria applied by United Bank for Africa Plc

In designing, establishing and operating the Internal Control over Financial Reporting (ICFR) and preparing the Management's assessment of the Internal Control over Financial Reporting (ICFR), United Bank for Africa Plc applied the requirements of Internal Control-Integrated Framework (2013) of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting (Criteria). Such Criteria were specifically designed to enable organizations effectively and efficiently develop systems of internal control that adapt to changing business and operating environments, mitigate risks to acceptable levels, and support sound decision making and governance of the organization; As a result, the subject matter information may not be suitable for another purpose.

United Bank for Africa Plc's responsibilities

United Bank for Africa Plc's management is responsible for maintaininq effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanyinq United Bank for Africa Plc's management's assessment of the Internal Control over Financial reporting as of 31 December 2025 in accordance with the criteria.

Our responsibilities

Our responsibility is to express a conclusion on the design and operating effectiveness of the Internal Control over Financial Reportinq based on our Assurance enqagement.

We conducted our enqagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, those standards require that we plan and perform our engagement to obtain limited assurance on the Bank's internal control over financial reporting based on our assurance engaqement.

Our independence and quality management

We have maintained our independence and confirm that we have met the requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA code) and have the required competencies and experience to conduct this assurance enqaqement.

We also apply International Standard on Ouality Manaqement 1, Oua//fy /4anagemenf for firms that Perform Audits or dealers of Financial Statements, or Other Assurance or Related Services engagements, which requires that we design, implement, and operate a system of quality manaqement including policies or procedures regardinq compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Description of procedures performed

The procedures we performed included obtaininq an understandinq of internal control over financial reportinq, assessinq the risk that a material weakness exists, and testinq and evaluatinq the desiqn and operatinq effectiveness of internal control based on the assessed risk.

Our engagement also included performinq such other procedures as we considered necessary in the circumstances. We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.

The procedures performed in a limited assurance enqaqement vary in nature and timinq from, and are less in extent than for a reasonable assurance enqaqement. Consequently, the level of assurance obtained in a limited assurance enqaqement is substantially lower than the assurance that would have obtained had a reasonable assurance enqaqement been performed.

Conclusion

In conclusion, nothinq has come to our attention to indicate that the internal control over financial reportinq put in place by manaqement is not adequate as of 31 December 2025, based on the requirements of Committee of Sponsorinq Orqanizations of the Treadway Commission (COSO) Framework and SEC Guidance on Manaqement Report on Internal Control Over Financial Reportinq.

Other Matter

We also have audited, in accordance with the International Standards on Auditing, the consolidated and separate financial statements for the year ended 31 December 2025 of United Bank for Africa Plc and we expressed an unmodified opinion in our Auditor's report dated 17 April 2026. Our conclusion is not modified in respect of this matter.

Abiodun Akinnusi

APC/2021/PRO/ICAN/004/00000023386

For: Ernst & Younq Laqos, Niqeria

17 April 2026

Lagos Office

UBA House, 10th g 13th Flo0rs 57, Marina Street

Lapos State, Nigeria

Tel: +234 201 631 4500

Email: servicesing.ey.com Web: https://www.ey.com

Abuja Office

TotalEnerpies House, Tower 2, 2' Floor

Plot 247, Herbert Macaulay Way, Central Business District Federal Capital Territory, Abuja, Nigeria

Tel: +234 903 T516484

Email: services.abu

Port Harcourt Office

Cha ris Plaza, Ground Fdoor

10, Olu Obasanjo Road

Port Harcourt, Rivers State, Nigeria Tel: *234 811 209 3248

Email: service sing.ey.com

Web: https://www.ey.com

Independent Auditor's Report

To the Members of United Bank for Africa Plc

Report on the Audit of the Consolidated and Separate Financial Statements

Opinion

We have audited the consolidated and separate financial statements of United Bank for Africa Plc ("the Company") and its subsidiaries (together "the Group"), which comprise the consolidated and separate statements of financial position as at 31 December 2025, and the consolidated and separate statements of profit or loss and other comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated and separate financial statements qive a true and fair view of the consolidated and separate financial position of the Group and the Company as at 31 December 2025, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the provisions of the Companies and Allied Matters Act, 2020 the Banks and Other Financial Institutions Act, 2020, Central Bank of Nigeria Circulars and in compliance with the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditinq (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 are independent of the Group and the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as applicable to audits of financial statements of public interest entities, together with the ethical requirements that are relevant to our audit of the consolidated and separate financial statements in Nigeria, and we have fulfilled our other et hical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

key Audit Matters

Key audit matters are those matters that, in our professional judqement, 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, we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated and separate financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated and separate financial statements.

The Key Audit Matters apply equally to the audit of the consolidated and separate financial statements.

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A memDer firm of Ernst & Young Global Limited

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Other Information

The Directors are responsible for the other information. The other information comprises the information included in the document titled "United Bank for Africa Plc Consolidated and Separate Financial Statements for the year ended 31 December 2025", which includes the Directors' Report, Complaints and Feedback, Corporate Governance Report, Report of Statutory Audit Committee, Statement of Directors' Responsibilities in relation to the preparation of the Financial Statements for the year ended 31 December 2025, Statement of Corporate Responsibility for the Financial Statements for the year ended 31 December 2025, Report of the Independent Consultants on the Review of Corporate Governance Framework of United Bank for Africa Plc, Report of the Independent Consultants on the Performance Evaluation of the Board of Directors of United Bank for Africa Plc, Manaqement's Assessment Of, And Report On, United Bank For Africa Plc's Internal Control Over Financial Reportinq for the year ended 31 December 2025, Certification Of Manaqement's Assessment On Internal Control Over Financial Reportinq - GMD, Certification Of Manaqement's Assessment On Internal Control Over Financial Reportinq - ED Finance & Risk Manaqement and Other National Disclosures, which we obtained prior to the date of this report, and the Annual Report, which is expected to be made available to us after that date. Other information does not include the consolidated or the separate financial statements and our auditor's report thereon.

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

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 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.

Responsibilities of the Directors for the Consolidated and Separate Financial Statements

The Directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the provisions of the Companies and Allied Matters Act, 2020, the Banks and Other Financial Institutions Act, 2020, Central Bank of Niqeria Circulars and in compliance with 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.

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In preparing the consolidated and separate financial statements, the Directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disc losing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidat e the Group and/or the Company or to cease operations, or have no realistic alt ernative but to do so.

Auditor's Responsibilities for the Audit of the Conso/idafed 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 mat erial misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggreqat e, they could reasonably be expected to inf luence 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 judqement 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, desig n 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 detectinq a material misstatement resultinq 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 understandinq of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressinq an opinion on the effectiveness of the Group's and the Company's internal control.

• Evaluate the appropriateness of accountinq policies used and the reasonableness of accountinq estimates and related disclosures made by the Directors.

• Conc lude on the appropriateness of the 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 and the Company's abilit y to continue as a going concern. If we conelude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disc losures in the consolidat ed 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 Group and/or 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 consolidat ed and separate

  A member firm of Ernst & Young Global Limited

  financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Plan and perform the qroup audit to obtain sufficient appropriate audit evidence regardinq the financial information of the entities or business units within the Group as a basis for forminq an opinion on the consolidated 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 the Directors reqardinq, 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 durinq our audit.

  We also provide the Directors with a statement that we have complied with relevant ethical requirements regardinq independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

  From the matters communicated with the Directors, 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.

  Report on Other Lega/ and Regulator y Requirements

  In accordance with the requirement of the Fifth Schedule of the Companies and Allied Matters Act, 2020, we confirm that:

• We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

• In our opinion, proper books of account have been kept by the Group and Company, in so far as it appears from our examination of those books;

• The consolidated and separate statements of financial position and the consolidated and separate statements of profit or loss and other comprehensive income are in agreement with the books of account: and

• In our opinion, the consolidated and separate financial statements have been prepared in accordance with the provisions of the Companies and Allied Matters Act, 2020 so as to give a true and fair view of the state of affairs and financial performance of the Company and its subsidiaries.

A member firm of Ernst & Young Global Limited

In accordance with the requirements of the Financial Peporting Council of Nigeria (FRC) Cuidance on

Assurance Engagement Report on Internal control over rinancial Reporting:

We performed a limit ed assurance engagement and reported on management's assessment of the Company's internal control over financial reporting as of 31 December 2025. The work performed was done in accordance with the Int ernational Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('I SAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, and we have issued a unmodified conclusion in our report dated 17 April 2026.

In compliance with the Banks and Other Financial Institutions Act, 2020 and circulars issued by the Central Bank of Nigeria:

i) The information required by the Cent ral Bank of Nigeria Circular BSD/1/2004 on insider related credits is disclosed in Note 42 to the consolidated and separate financial statements.

Abiodun Akinnusi FRC/2021/PRO/|CAN/004/00000023386

For: Ernst & Younq Lagos, Nigeria

17 April 2026

A member firm of Ernst & Young Global Limited

UNITED BANK FOR AFRICA PLC

ments

value through other comprehensive income (FVOCI):

The accompanying notes are an integral part of these consolidated and separate financial statements.