Quarter 5 - financial statement for 2025

Wema Bank // 2025 Annual Report For the year ended 31 December 2025

Wema Bank Plc

31 December 2025

Wema Bank // 2025 Annual Report For the year ended 31 December 2025

About Wema Bank 2

Corporate governance 4

Sustainability report 27

SME Report 68

Wema Bank Compliance Risk Framework 73

Customer Complaints Management and Feedback 77

Chairman's statement 81

Managing Director/CEO Statement 85

Directors' Report 87

Overview of the bank's various divisions. 99

Report of the Audit Committee 105

Statement of Directors' Responsibilities 106

Statement of Corporate Responsibility for the consolidated and separate Financial Statements 107

Certification of Internal Control Over Financial Reporting by the MD/CEO 108

Certification of Internal Control Over Financial Reporting by the CFO 109

Reports on effectiveness of Internal Control Over Financial Reporting 110

Reports of the External Consultant on the Appraisal of the Board 111

Independent Auditor's limited assurance report on Internal Control Over Financial Reporting 112

Independent Auditor's reports 115

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 120

Consolidated and Separate Statements of Financial Position 121

Consolidated and Separate Statements of Changes in Equity 122

Consolidated and Separate Statements of Cash Flows 124

Notes to the Consolidated and Separate Financial Statements 125

Other National Disclosures 247

Regarded as Nigeria's most resilient bank and the longest surviving indigenous Financial Institution in Nigeria, Wema Bank Plc ("the Bank") has over the years, diligently offered a range of value-adding banking and financial advisory services to the Nigerian public for 80 years. Incorporated in 1945 as a Private Limited Liability Company under the old name of Agbonmagbe Bank Limited, it commenced banking operations in Nigeria in the same year. Wema Bank subsequently transformed into a Public Limited Liability Company (PLC) in April 1987 and was listed on the floor of the Nigerian Exchange Limited (NGX) formerly Nigerian Stock Exchange (NSE) in January 1990.

On February 5, 2001, Wema Bank Plc was granted a universal banking license by the Central Bank of Nigeria (CBN), thus allowing the Bank to provide the Nigerian public with a diverse portfolio of financial and business advisory services. In 2009, the Bank underwent a strategic repositioning exercise which culminated in a decision to operate as a commercial bank with regional authorization. Upon a successful turnaround, the Bank applied to the Central Bank of Nigeria (CBN) for and was granted a national banking license in 2015. Wema Bank offers retail banking, SME banking, corporate banking, treasury, trade services and financial advisory to its ever-expanding clientele. Operating a network of over 150 business offices backed by a robust ICT platform across Nigeria, we are committed to long-term sustainability in our business whilst maintaining the highest standards of social responsibility, corporate governance, and diversity in our operations.

The Wema Bank brand reinforces our unique proposition to empower lives through innovation. This is a single concept which drives the understanding of the new direction of the Wema Bank Brand. This personifies the behavior and product we create.

To drive this proposition, we develop an intimate relationship with our customers, putting us in a position to recognize their requirements and priorities. Our approach is hinged on partnership, progress, service, innovation, and efficiency. We seek to understand our customers' businesses and objectives, such that we can anticipate and meet their needs as they fulfill their financial goals and aspirations.

• We are believers in people and societal values.

• We believe in the common good and sustainable success.

• We measure success not only by what is gained, but by the reciprocal value added to lives and businesses.

• We strive to create values that endures and uplifts human dignity and collective welfare.

• Success to us implies succeeding along with all our stakeholders, all moving forward and creating value.

Our Corporate Philosophy Vision

To be the dominant digital platform in Africa delivering seamless financial services.

Mission

Empowering lives through innovation.

Values

Think Passion Think Partnership Think Progressive Think Plenty Think Play

‌Tax Identification Number

00797080-0001

The Board of Wema Bank Plc ('the Bank') is pleased to present the Corporate Governance Report for the 2025 Financial Year. The report provides insight into the operations of our governance framework and the Board's key activities during the reporting period. The Bank continues to demonstrate a strong commitment to embedding sound corporate governance practices across its operations and ensuring full compliance with applicable regulatory requirements with robust enterprise-risk management at the core of its operations.

Our corporate governance framework is anchored on key pillars of diversity, accountability, responsibility, transparency, independence, fairness and discipline while ensuring strict compliance to relevant statutory as well as the Bank's internal governance frameworks such as the Board Governance Charter and the Charters of the various Board Committees. The Bank also ensures that its policies and structures are regularly reviewed to reflect changes in the operating environment, regulations, and global best practices.

During the period under review, the Bank carried out several robust internal assessments of its level of compliance with the regulatory Codes/ Rules and periodic compliance reports were submitted to the Central Bank of Nigeria (CBN), Securities and Exchange Commission (SEC), Nigerian Exchange (NGX), Financial Reporting Council of Nigeria (FRCN) and Nigeria Deposit Insurance Corporation (NDIC). We are happy to report that the Bank achieved a satisfactory rating across all metrics of measurement such as Board operations and Management effectiveness, Respect for the Rights of Stakeholders, Disclosure Requirements, Risk Management, Organizational Structure, Quality of Board Membership, Board Performance Appraisal, Ethics and Professionalism.

The Bank is led by a stable, experienced, and proficient Board of Directors ably led by the Board Chairman. The Board is composed of five (5) Executive Directors, three (3) Independent Directors, and four (4) Non-Executive Directors, a mix that promotes robust debate and sound decision-making. In fulfilling its responsibility for strategic oversight, the Board convened its annual retreat on December 11, 2024, during which the strategic plan for the 2025 financial year was concluded following extensive engagement with Management. In addition, the Managing Director/Chief Executive Officer provided the Board with quarterly reports on the implementation of the Bank's corporate strategy, enabling the Board to effectively evaluate Management's performance and monitor key risks affecting the Bank's operations.

As the highest governing authority of the Bank, the Board collectively deliberates on and approves all material matters as recommended by Management, including quarterly, half-year and annual financial statements (audited and unaudited), changes to accounting policies and practices, significant adjustments to the Bank's corporate and capital structures, and the approval of policies guiding the Bank's business activities.

The Board of Directors presents this report to provide stakeholders with an update on the Bank's discharge of its fiduciary duties and its level of compliance with corporate governance and regulatory obligations during the period under review while reiterating its commitment towards upholding all applicable corporate governance requirements for financial institutions in Nigeria while continuously aligning its practices with globally accepted standards in the delivery of financial services.

The Board

The Board of Directors is charged with establishing the Bank's strategic direction and ensuring the provision of sufficient financial and human resources to deliver on its mandate. In addition, the Board monitors the performance of executive management and upholds the accuracy and reliability of the Bank's financial reporting and operations.

*The Chairman is also an Independent Non-Executive Director

Changes on the Board

During the 2025 Financial Year, the following changes was made to the board.

Retirements

Size and Composition of the Board

The Board of the Bank comprises an appropriate balance of executive, non-executive, and independent non-executive directors, all of whom contribute to upholding strong corporate governance within the Bank. The number of directors is guided by regulatory requirements issued by the Central Bank of Nigeria (CBN), which mandate a minimum of seven

(7) and a maximum of fifteen (15) Board members. In addition, the Board's size and makeup are influenced by key diversity considerations, including professional expertise, ethnicity, and gender. The Board remains committed to increasing its size whenever the complexity or demands of the business make such expansion necessary.

The Board is comprised of twelve (12) Directors as stated below:

The Bank's Board adheres to the CBN Sustainable Banking Principles on Women's Economic Empowerment, which recommend that at least 40% of Board members be female. At present, the Bank meets this expectation with five (5) women serving on its Board.

Selection of Directors and Succession Planning

It is important to note that the Bank maintains a strong succession planning framework, as outlined in its Board-approved Board Selection Criteria and Succession Policy. This policy underscores the Bank's dedication to cultivating a diverse and highly capable Board, while also ensuring timely action to fill any emerging vacancies. It further sets out the procedures for appointing Board members and guarantees that selected directors possess the expertise, experience, and competencies required for the Board to function effectively. Oversight and implementation of this Policy rest primarily with the Board Remuneration, Nomination, and Governance Committee.

This Committee is responsible for overseeing the entire Board selection and appointment process, including

identifying and recommending qualified candidates for the Board's approval.

In assessing potential nominees, the Committee evaluates candidates based on their credentials and objective criteria aligned with the Board's competency needs, while also emphasizing the importance of diversity. Once suitable candidates are identified, the Committee presents them to the Board, after which their nominations are forwarded to shareholders for election at the Annual General Meeting.

The Board's core responsibility is to set the strategic direction of the Bank, monitor its financial performance to ensure that established financial objectives are achieved and long-term value is created for shareholders, and oversee the various risks associated with the Bank's operations. These responsibilities are executed through five (5) standing committees: the Board Credit Committee, the Board Finance & General-Purpose Committee, the Board Risk Management Committee, the Board Audit Committee, and the Board Remuneration, Nomination, and Governance Committee.

Other functions of the Board include:

• To evaluate Management's succession planning framework and determine executive remuneration.

• To promote ethical conduct across the Bank's operations and ensure compliance with all applicable laws,

  regulations, and regulatory standards.

• To review and approve major capital expenditures and investment proposals.

• To approve the Bank's annual budget, monitor its execution, and satisfy itself that the Bank continues to

  operate as a going concern.

• To ensure the establishment and effectiveness of robust internal control systems, financial reporting processes, and compliance frameworks.

• To constitute Board Committees, define their terms of reference, operating procedures, and consider reports submitted by such Committees.

• To review, guide, and approve the Bank's corporate and business strategies.

• To ensure that a comprehensive and sustainable risk management framework is in place and functions effectively.

Access to Independent Professional Advice

The Board is empowered to seek advice and support from independent professional advisers or experts at the Bank's expense whenever such input is considered necessary to enhance its effectiveness. In the financial year under review, the Board engaged selected consultants for expert advice on the new tax regime, capital-raising program, staff compensation review, cybersecurity management framework, and the development of a robust internal audit and control framework.

The Board remains committed to working with external consultants and professionals as part of its ongoing effort to provide strong strategic leadership to the Bank.

Role of Chairman and the Managing Director/Chief Executive Officer

In line with the CBN Code of Corporate Governance, the roles of the Chairman and the Managing Director/CEO are clearly separated and are not performed by the same individual. The Chairman oversees the activities of the Board and works closely with the Company Secretary, who also acts as Secretary to the Board. The Managing Director/CEO, together with the Executive Management team, is responsible for the Bank's day-to-day operations and for implementing the decisions of the Board. The Managing Director/CEO exercises authority delegated by the Board in line with guidelines approved by the Board and the relevant policies set by the CBN.

Tenure of Directors

In alignment with the Bank's adherence to exemplary Corporate Governance standards, Non-Executive Directors are appointed for a maximum of three terms, each with a duration of four (4) years.

Accordingly, the total permissible tenure for a Non-Executive Director is limited to twelve (12) years, subject to the statutory retirement age of 70. Independent Directors are permitted to serve for a maximum of eight (8) years, while Executive Directors may hold office for up to ten (10) years, provided they do not exceed the retirement age of 60. The tenure of the Managing Director/CEO is similarly restricted to a maximum of ten (10) years from the date of assumption of office.

To facilitate robust succession planning and ensure sustained Board effectiveness, the tenure status of all Directors is reviewed at intervals of not more than six months.

Board Evaluation

In accordance with the CBN Code of Corporate Governance, the Bank engaged an Independent Governance Consultant to conduct a comprehensive Board Evaluation for the financial year ending 31 December 2025. The assessment benchmarked the Bank's governance structures and practices against the CBN Guidelines, the SEC Code, the Nigerian Code of Corporate Governance, and internationally recognized best practices. The independent evaluation of the Board encompassed the following dimensions:

1. Peer Assessment: Directors undertook an evaluation of their colleagues to identify individual strengths and areas requiring improvement. This assessment was facilitated through confidential surveys, structured interviews, and detailed questionnaires.

2. External Evaluation: The Independent Governance Consultant provided an impartial appraisal of the Board's

   performance, anchored on the fundamental pillars of effective corporate governance:

   • Board Leadership and Strategy: Assesses the Board's effectiveness in managing its activities and in supervising the formulation and execution of the Bank's strategic direction.

   • Accountability and Audit: Reviews the Board's mechanisms for delegating authority to Management and

     monitoring the execution of such delegated responsibilities.

   • Monitoring and Evaluation: Examines the Board's capacity to establish, track, and review performance

     frameworks for the Board, its committees, and individual directors against predetermined objectives.

3. Committee Evaluation: The Independent Governance Consultant also evaluated the performance of the Board's Committees to determine their effectiveness and to propose areas for enhancement. For the 2025 financial year, all Board Committees achieved an overall rating of excellent performance.

The Independent Governance Consultant concluded that the Board's compliance with corporate governance practices was robust, aligning well with the standards outlined in the Nigerian Code of Corporate Governance (2018), CBN Code of Corporate Governance for Commercial, Merchant, Non-Interest Banks and Payment Service Banks (2023), SEC Code of Corporate Governance, and global best practices.

Induction and Continuous Training

The Bank demonstrates a steadfast commitment to professional development of its Board members. The Board induction program serves as a foundational initiative, equipping newly appointed Directors with a comprehensive understanding of the Bank's operations and governance framework. Furthermore, the Bank's continuous training programme ensures that all Board members remain thoroughly informed and adept at navigating dynamic business environments, regulatory changes, and complex strategic challenges. Collectively, these initiatives are integral to the cultivation and maintenance of robust and effective corporate governance within the Bank.

In 2025, the Board members had regular trainings (both local and foreign) on emerging issues pertaining to their oversight functions to update their skills and knowledge on new developments in the industry in line with Section 9.2 of the Central Bank of Nigeria Code of Corporate Governance.

Continuous training was conducted in line with the 2025 Board-approved Training Calendar, and the approved training plan for the year was fully implemented. Board training was calibrated into function-specific, regulatory and general training courses according to identified training needs from the Board evaluation exercise and on request from the Board members.

The details of the regulatory trainings attended by the Directors in the year are as stated below:

• AML/CFT Training on Ethics and Governance: Addressing Ethical Challenges, Governance Frameworks, and the Role of Compliance in Promoting Corporate Integrity and Accountability facilitated by Pattison Consulting.

• Post Recapitalization Imperatives: Banking Resilience, AI, Embedded Finance, UX, Risk & Regulation facilitated by CBN through the Financial Institution Training Centre (FITC).

• Corporate Sustainability training facilitated by Financial Reporting Council of Nigeria.

The Company Secretary

The Company Secretary occupies a critical position in upholding robust corporate governance practices and enhancing the overall efficiency of the organization. Formally, the Company Secretary is accountable to the Chairman of the Board on functional matters and reports to the Managing Director/CEO on day-to-day operational matters. Throughout the 2025 financial year, the Board extended unwavering support to the Company Secretary, thereby enabling the effective and diligent execution of his duties.

The responsibilities of the Company Secretary are both extensive and essential. He is responsible for implementing the Bank's Corporate Governance Codes and ensuring strict compliance with the Board's Charters as well as the provisions of the Memorandum and Articles of Association. Furthermore, he provides support to the Chairman and the Managing Director/CEO in formulating the annual Board Plan, convening Board meetings, and ensuring that the minutes of such meetings accurately capture deliberations and resolutions.

A fundamental aspect of his mandate is to ensure the seamless flow of information among the Board, its Committees, Executive Management, and other stakeholders. In addition, the Company Secretary oversees the induction of newly appointed directors, manages their continuous professional development, and coordinates shareholders' meetings in accordance with statutory and regulatory requirements. His responsibilities also encompass liaising with regulatory authorities to ensure full compliance with applicable corporate governance standards.

In recognition of the strategic importance of this role, it is noteworthy that the appointment or removal of the Company Secretary is subject to the formal approval of the Board.

Board Meetings

In compliance with the CBN Code of Corporate Governance, the Board meets at least quarterly to review the performance of the Bank and Management and to perform its oversight functions. Additional meetings are convened as the need arises. The 2025 Annual Calendar of the Board and Committee meetings was approved during the last quarter of the preceding year- December 11, 2024.

In the year ended December 31, 2025, the Board held Five (5) meetings. Details of attendance are provided below:

• present O absent * Not Applicable

* Olusegun Adesegun retired from the Board effective November 24th, 2025.

The Board carries out its oversight functions through its five (5) Committees, as well as the Statutory Audit Committee. Each of these Committees has a Charter that clearly defines its roles, responsibilities, functions, composition, structure, frequency of meetings and reporting procedures to the Board.

Through these Committees, the Board effectively deals with complex and specialized issues and fully utilizes its expertise to formulate strategies for the Bank. The Board Committees in operation during the year under review were:

• Board Risk Management Committee

• Board Credit Committee

• Board Finance and General-Purpose Committee

• Board Remuneration, Nomination & Governance Committee

• Board Audit Committee

• Statutory Audit Committee

The Committees meet at least once in each quarter. However, additional meetings may be convened as required. The roles and responsibilities of these Committees are detailed below.

Board Risk Management Committee

The Committee's major responsibilities are to:

1. Review and assess the integrity and adequacy of the overall risk management structure of the Bank.

2. Oversee the establishment of a formal Risk Management Framework for the Bank and monitor Management's

   implementation and integration of the framework into the day-to-day operations of the Bank.

3. Establish a robust contingency plan and continuity of business imperatives with in-built capabilities for disruption minimization if mission critical threats crystallize.

4. Ensure the Bank has a comprehensive compliance framework for regulations and guidelines on money laundering and financial crimes.

5. Ensure the establishment of an Information Technology (IT) Data Governance Framework for the Bank and

   monitor Management's implementation of the Framework.

6. Review significant pronouncements and changes to key regulatory requirements relating to the risk management area to the extent that they apply to the Bank.

7. Report to the Board on material matters arising at the Risk Management Committee meetings following each meeting of the Committee and notify the Audit Committee of relevant issues worth considering.

8. Monitor changes anticipated for the economic and business environment, including consideration of emerging

   trends and other factors considered relevant to the Bank's risk profile and risk appetite.

9. Ensure appropriate independence and authority of the risk management function.

10. Monitor the Bank's capital adequacy levels and capital management process, ensuring compliance with global

    best-practice standards, such as recommended by the Central Bank of Nigeria (CBN) and Basel II/III.

11. Advise the Board on risk management procedures and controls for new products, markets, and services.

12. Defines and reviews the Bank's risk appetite for sustainability related risks and opportunities, ensuring that management's approach aligns with stakeholder's expectation and support of Bank's financial resilience.

The Committee comprised the following members during the year under review:

1. Adeyemi Adefarakan - Chairman

2. Ibiye Ekong - Member

3. Abolanle Matel Okoh - Member

4. Yewande Zaccheaus - Member

5. Yusuf Kazaure - Member

6. Moruf Oseni - Member

7. Oluwole Ajimisinmi - Member

8. Tunde Mabawonku - Member

9. Segun Opeke - Member

10. Olukayode Bakare - Member

    The Committee held four (4) meetings during the year ended 31 December 2025. The attendance details of the

    Committee's meetings are as follows:

    • present O absent * Not Applicable

** Yusuf Kazaure became a member of the Committee on May 13th, 2025.

Board Credit Committee

This Committee is made up of individuals who are knowledgeable in credit analysis. The responsibilities of the Committee include:

1. Oversee the establishment of credit policies and guidelines, to be adopted by the Board, articulating the

   Bank's tolerances with respect to credit risk, and oversee management's administration of, and compliance

   with, these policies and guidelines.

2. Review and recommend for Board approval, on an annual basis, policies on credit philosophy, risk appetite, risk tolerance, credit rating methodology and other material credit risk policies for the Bank.

3. Approve credit guidelines for strategic plans and approving the Bank's credit policy, which includes defining levels and limits of lending authority.

4. Review and approve loan applications above the limits delegated to the Management Credit Committee or Managing Director as may be defined by the Board from time to time.

5. Approve write-offs in excess of Management limits and within the Committee's limits as set by the Board.

6. Receive and review reports from senior management (and appropriate management committees and credit review) regarding compliance with applicable credit risk related policies, procedures, and tolerances.

7. Monitor the performance and quality of the Bank's credit portfolio through the review of selected measures of

   credit quality and trends.

8. Review and assess the adequacy of the allowance for credit losses.

The Committee comprised the following members during the year under review:

1. Ibiye Ekong - Chairman

2. Abolanle Matel-Okoh - Member

3. Adeyemi Adefarakan - Member

4. Olusegun Adesegun - Member

5. Bolarin Okunowo - Member

6. Yewande Zaccheaus - Member

7. Moruf Oseni - Member

8. Oluwole Ajimisinmi - Member

9. Tunde Mabawonku - Member

10. Segun Opeke - Member

11. Olukayode Bakare - Member

    The Committee held Seven (7) meetings during the year ended 31st December 2025. The attendance details of the Committee meetings are as follows:

    • present O absent * Not Applicable

* Olusegun Adesegun retired from the Board effective November 24th, 2025.

Board Remuneration, Nomination and Governance Committee

The Committee's major task is to ensure that the Bank complies with best practice and regulatory codes of Corporate

Governance. The main responsibilities of the Committee include:

1. Overseeing the nomination, remuneration, performance management and succession planning processes of the Board.

2. Overseeing the induction of new Directors and continuous training programme for Directors.

3. Overseeing the annual performance appraisal of the Board, its Committees, the Chairman and individual directors by an independent professional.

4. The Committee shall periodically review the Charter, composition, and performance of each Committee of the Board and make recommendations to the Board for the creation of additional committees or the elimination of a committee of the Board.

5. Developing and adopting a Code of Business Conduct and Ethics for employees, directors, and officers of the Bank.

6. Monitoring compliance with and periodically reviewing corporate governance guidelines.

7. Defines and oversee the effectiveness of the Bank's sustainable strategy, policies and practices, ensuring alignment with the Bank's overall sustainability agenda and broader business strategy.

The Committee comprised of the following members during the year under review:

1. Bolarin Okunowo - Chairman

2. Abolanle Matel-Okoh - Member

3. Ibiye Ekong - Member

4. Olusegun Adesegun - Member

5. Adeyemi Adefarakan - Member

6. Yusuf Kazaure - Member

   The Committee held five (5) meetings during the year ended 31st December 2025. The attendance details of the

   Committee's meetings are as follows:

   Meetings held Names of Directors

   Bolarin Okunowo Abolanle Matel-Okoh Ibiye Ekong Olusegun Adesegun Adeyemi Adefarakan Yusuf Kazaure

Board Audit Committee

This Committee was established to protect the interests of the Bank's shareholders and other stakeholders and to act on behalf of the Board by:

1. Overseeing the integrity of financial reporting.

2. Overseeing the adequacy of the control environment.

3. Overseeing the internal and external audit function.

4. Ascertaining the independence of external auditors.

5. Ensuring compliance with established policy through periodic review of reports provided by Management, internal and external auditors, and the supervisory authorities.

6. Overseeing the identification and monitoring of significant fraud risks across the Bank and ensuring that adequate prevention, detection, and reporting mechanisms are in place.

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

1. Bolarin Okunowo - Chairman

2. Ibiye Ekong - Member

3. Olusegun Adesegun - Member

4. Yewande Zaccheaus - Member

5. Yusuf Kazaure - Member

   The Board Audit Committee held Six (6) meetings during the 2025 financial year. Details of the members' attendance

   are as follows:

   • present O absent * Not Applicable

     Meetings held	1	2	3	4	5	6
     Names of Directors	3-Feb-25	5-Mar-25	23-Apr-25	22-July-25	23-Oct-25	14-Nov-25
     Bolarin Okunowo	✓	✓	✓	✓	✓	✓
     Ibiye Ekong	✓	✓	✓	✓	✓	✓
     Olusegun Adesegun	✓	✓	✓	✓	✓	O
     Yewande Zaccheaus	✓	✓	✓	✓	✓	✓
     Yusuf Kazaure	✓	✓	✓	✓	✓	✓

     Statutory Audit Committee

     This Committee was established in compliance with Section 404(3) of the Companies and Allied Matters Act, CAP C20 LFN 2020 (CAMA). The Committee is made up of two (2) Non-Executive Director and three (3) Shareholders of the Bank appointed at Bank's Annual General Meeting. The Bank's Company Secretary/General Counsel serves as the secretary to the Committee, while one of the Shareholders serves as the Chairman of the Committee.

     The Committee is responsible for:

     • Ascertaining whether the accounting and reporting policies of the Bank are in accordance with the legal requirements and agreed ethical practices.

     • Reviewing the scope and planning of audit requirements.

     • Reviewing the findings on management matters as reported by the external auditors and departmental responses thereon.

     • Reviewing the effectiveness of the Bank's system of accounting and internal control.

     • Making recommendations to the Board about the appointment, removal, and remuneration of the external auditor of the Bank.

     • Authorizing the internal auditor to carry out investigations into any activities of the Bank which may be of interest or concern to the Committee.

     • Reviewing the Bank's annual and interim financial statements, including reviewing the effectiveness of the Bank's disclosure, controls and systems of internal control, the integrity of the Bank's financial reporting and the independence and objectivity of the external auditors.

       The Committee comprised the following financially literate members who are knowledgeable in internal control processes during the period under review:

       Names	Role	Status
       Joe Ogbonna Anosike	Chairman	Shareholders' Representative
       Esther Osijo	Member	Shareholders' Representative
       Prof.Samuel Awobode	Member	Shareholders' Representative
       Bolarin Okunowo	Member	Independent Non-Executive Director
       Yewande Zaccheaus	Member	Non-Executive Director

       The Statutory Audit Committee held five (5) meetings during the 2025 financial year. Details of members' attendance

       are as follows:

   • present O absent * Not Applicable

     Meetings held	1	2	3	4	5
     Names of Members	10-Feb-25	6-Mar-25	30-Apr-25	24-Jul-25	7-Nov-25
     Joe Anosike	✓	✓	✓	✓	✓
     Esther Osijo	✓	✓	✓	✓	✓
     Prof. Samuel Awobode	✓	✓	✓	✓	✓
     Bolarin Okunowo	✓	✓	✓	✓	✓
     Yewande Zaccheaus	✓	✓	✓	✓	✓

     Regulatory Meetings

     In accordance with the Nigerian Code of Corporate Governance (NCCG) 2018, issued by the Financial Reporting Council of Nigeria, and the Central Bank of Nigeria (CBN) Code of Corporate Governance for Commercial, Merchant and Non-Interest Banks (July 2023), regulatory meetings are mandatory and form an integral part of the Bank's corporate governance framework.

     These meetings provide an additional platform for reinforcing sound governance practices and enhance the Board's

     effectiveness in the discharge of its oversight and supervisory responsibilities.

     Accordingly, the Bank held the required regulatory meetings during the financial year ended December 31, 2025, in full compliance with the applicable regulatory directives. Details of the meetings are presented below.

     Meeting of All Independent Non-Executive Directors

     Independent Non-Executive Directors (INEDs) play a critical role in strengthening corporate governance and promoting transparency within banks. Accordingly, regulatory guidelines require all commercial banks in Nigeria to maintain a minimum of three (3) Independent Non-Executive Directors on their boards. INEDs provide independent judgment and objective oversight, particularly in areas such as risk management, corporate strategy, executive remuneration, and other matters with significant implications for the Bank and its stakeholders. Their involvement supports a balanced consideration of the interests of shareholders, Management, customers, and other relevant stakeholders.

     The meeting of the INEDs is a mandatory regulatory engagement, convened in compliance with Section 3.5.7 of the Central Bank of Nigeria (CBN) Code of Corporate Governance for Commercial, Merchant and Non-Interest Banks issued in July 2023. The purpose of this meeting is to provide a structured forum for INEDs to deliberate on observations, key insights, and concerns relating to the Board and Management, thereby serving as an additional mechanism for reinforcing and strengthening the Bank's corporate governance framework.

     The Bank held this meeting on November 11, 2025, with the following INEDs in attendance.

     Names	11 Nov, 2025
     Dr. (Mrs.) Oluwayemisi Olorunshola Ibiye Ekong Bolarin Okunowo	✓
     	✓
     	✓

     Meeting Between the Chairman and Non-Executives of the Bank

     The meeting between the Non-Executive Directors (NEDs) and the Chairman of the Board provides a structured forum for NEDs to present their independent views, observations, and concerns to inform Board deliberations, free from the influence of Executive Directors.

     This engagement strengthens the Board's capacity to effectively hold Executive Management accountable and enables the Chairman to receive constructive feedback from the NEDs. It also promotes open dialogue and collaboration between the Chairman and the Non-Executive Directors, including discussions on the individual performance of NEDs and the overall effectiveness of the Board in the discharge of its strategic oversight and governance responsibilities.

     In accordance with Section 3.1.2 of the Central Bank of Nigeria (CBN) Code of Corporate Governance, this meeting is statutory in nature. The meeting was duly held on March 25, 2025, during the financial year, and details of attendance are set out below.

   • present O absent * Not Applicable

     Names	25-Mar-25
     Dr. (Mrs.) Oluwayemisi Olorunshola Abolanle Matel-Okoh Yusuf Kazaure Ibiye Ekong Bolarin Okunowo Adeyemi Adefarakan Olusegun Adesegun Yewande Zaccheaus	✓
     	o
     	✓
     	✓
     	✓
     	✓
     	✓
     	✓

     Board Audit Committee Meeting with External Auditors and the Chief Audit Executive (CAE)

     The meeting between the Board Audit Committee and the Bank's external auditors constitutes a key element of the Bank's corporate governance framework and is fundamental to safeguarding the transparency, accuracy, and integrity of the Bank's financial reporting processes. The engagement facilitates open and constructive dialogue between the Audit Committee and the external auditors, enabling the Committee to objectively evaluate audit findings alongside Management's representations.

     In compliance with Principle 11.4.8 of the Nigerian Code of Corporate Governance (NCCG) 2018, the meeting was held without the presence of senior Management, thereby allowing the external auditors to communicate their observations, assessments, and concerns freely and independently.

     The meeting provided an avenue for independent interaction among the Bank's external auditors, KPMG Professional Services, the Chief Audit Executive, and members of the Board Audit Committee. The meeting was held on November 14, 2025.

   • present O absent * Not Applicable

     NAME OF DIRECTORS	14 Nov-25
     Bolarin Okunowo	✓
     Ibiye Ekong	✓
     Olusegun Adesegun	O
     Yewande Zaccheaus	✓
     Yusuf Kazaure	✓

     Management Committees

     The Committees are constituted by Senior Management officers of the Bank and operate as risk-focused management structures. They are established to identify, assess, and evaluate risks arising from the Bank's day-to-day operations and to develop appropriate recommendations for mitigation and control.

     These Committees ensure continuous compliance with risk limits and thresholds as stipulated in the Board-approved and regulatory policies. In addition, they support the governance framework by providing relevant inputs to the respective Board Committees and by ensuring the timely and effective implementation of directives and recommendations issued by the Board Committees.

     The Committees meet regularly to deliberate and take decisions within their delegated authority limits in order to

     support the efficient management of the Bank's operations and risks. The following are the standing Management Committees in the Bank:

     • Executive Committee

     • Management Credit Committee

     • Watchlist Committee

     • Assets and Liability Committee

     • Management Risk Committee

     • IT Steering Committee

     • Service Excellence Committee

     • Sustainability Committee

     • Data Governance Committee

     • Innovation Governance Committee

     • Information Security Steering Committee

     • Tenders Committee

     • Disciplinary Committee

     • Capital Raise Committee

Executive Committee

The purpose of the Committee is to deliberate and take policy decisions on the effective and efficient management of the Bank.

The responsibilities of the Committee include:

1. Review the strategic operations of the Bank:

   • Review audit and inspection reports

   • Review adequacy and sufficiency of branch tools

   • Review manning level in branches and head office departments.

2. Consideration and approval of proposed new branches.

3. Review the asset and liability profile of the Bank.

4. Consider and approve capital and recurrent expenses.

5. Review the activities of subsidiaries and associated companies.

6. Monitor and give strategic direction on regulatory issues.

   The Committee comprises of the Managing Director/Chief Executive Officer, all other Executive Directors, the Company Secretary/General Counsel and any other member as may be appointed from time to time by the Managing Director/CEO. The Committee meets monthly. However, additional meetings are convened as required. The Company Secretary serves as the Secretary to the Committee.

   Management Credit Committee

   This committee is tasked with ensuring the Bank's full compliance with the Credit Policy Manual approved by the Board of Directors. Other functions include:

   • Provide inputs for the Board Credit Committee.

   • Review and approve credit facilities to individual obligors not exceeding an aggregate sum as determined by the Board from time to time.

   • Review and approve all credits that are above the approval limit of the Managing Director/CEO, as determined by the Board of Directors.

   • Review the entire credit portfolio of the Bank and conduct periodic checks of the quality of risk assets in the Bank.

   • Ensure adequate monitoring of credits granted by the Bank.

     The Committee meets monthly depending on the number of credit applications to be appraised and considered. The Committee comprises of the Managing Director/Chief Executive Officer, all other Executive Directors, the Company Secretary/General Counsel, the Chief Risk Officer and any other member as may be appointed from time to time. The Secretary to the Committee is the Head of Credit Risk Department of the Bank.

     Watchlist Committee

     The purpose of this Committee is to assess the risk asset portfolio of the Bank. Other functions include:

   • Highlighting the status of the Bank's assets in line with internal and external regulatory frameworks.

   • Determines and approves actions to take in respect of delinquent assets.

   • Ensures that adequate provisions are made in line with the regulatory guidelines.

     Membership of the Committee includes, the Managing Director/CEO, all other Executive Directors, Head of Enterprise Risk Management, Head of Remedial Assets Management and other relevant Senior Management Staff of the Bank. The Secretary to the Committee is the Head of Credit Monitoring Unit.

     Assets and Liabilities Committee

     This is the Committee that is responsible for the management of a variety of risks arising from the Bank's business which include:

   • Market and liquidity risk management

   • Loan to deposit ratio analysis

   • Cost of funds analysis

   • Establishing guidelines for pricing on deposit and credit facilities

   • Exchange rate risks analysis

   • Balance sheet structuring

   • Regulatory considerations and monitoring of the status of implemented assets and liability strategies.

     Membership of the Committee includes the Managing Director/CEO, all other Executive Directors, the Treasurer, the Chief Finance Officer, the Chief Risk Officer and other relevant Senior Management Staff.

     Management Risk Committee

     In alignment with international standards and the Code of Corporate Governance, the Committee was formed amongst other things to:

   • Review the effectiveness of the Bank's overall risk management strategy at the enterprise level.

   • Identify and evaluate new strategic risks and agree on suitable mitigating factors.

   • Review the enterprise risk scorecard and determine the risk to be reported to the Board on a quarterly basis.

     Membership of the Committee includes the Managing Director/Chief Executive Officer, all other Executive Directors, the Chief Risk Officer, the Chief Audit Executive, Head of Internal Control, representatives of Operations, Information Technology and Legal departments.

     IT Steering Committee

     The significance of Information Technology (IT) has grown exponentially in supporting, sustaining, and fostering the business growth of the Bank. Consequently, it is imperative for Management to place heightened focus on IT investments, IT risk management, and data governance. This Committee's responsibilities are as follows:

   • Oversees the development and maintenance of the IT strategic plan.

   • Approves vendors used by the Bank and monitor their financial condition.

   • Approves and monitors major projects, IT budgets, priorities, standards, procedures, and overall IT performance.

   • Coordinates priorities between the IT department and users' departments.

   • Reviews the adequacy and allocation of IT resources in terms of funding, personnel, equipment, and service levels.

   • Provides use and business perspective on IT investments, priorities and utilization.

   • Monitors the implementation of the various initiatives and ensures that deliverables and expected outcomes/business value are realized.

   • Ensures increased utilization of technology and adequate returns on all IT investments.

   • Makes recommendations and/or decisions in the best interests of the Bank, following review by IT department on such items as procurement of desktops and equipment, service standards, and networking requirements, including benchmarks.

   • Evaluates progress toward the established goals and present a report to the Executive Committee as and when necessary.

   • Acts in a supervisory capacity, in implementing the Bank's IT strategy.

     The Committee comprises of Managing Director/CEO, the Executive Director in charge of Retail & Digital Business, the Chief Information Officer, the Chief Compliance Officer, the Chief Digital Officer, and some other senior management staff. The Committee meets quarterly and at any other time as may be required.

     Service Excellence Committee

     The Committee was established to manage and enforce service excellence within the Bank. Other functions include:

   • Creating and instilling a service excellence vision and an organizational climate conducive for promoting a culture of excellent service delivery.

   • Reviewing of customer service failures and proffering remediation

   • Facilitating and celebrating progress in service excellence goals.

   • Ensuring employees are trained and imbibe the principles of excellent / exceptional service.

     The Committee is chaired by the Deputy Managing Director and other members include the Chief Compliance Officer, the Chief Human Resource Officer, the Company Secretary/General Counsel and the Chief Experience Officer. The secretary of the Committee is the Head, Customer Experience Management. The Committee meets on a monthly basis and at any other time as may be required.

     Sustainability Committee

     This committee oversees and guides the adoption and implementation of the Corporate Sustainability strategy of the Bank in alignment with the Nigerian Sustainability Banking Principles (NSBP), UNEP-FI Principles for Responsible Banking and Sustainable Development Goals.

     The Committee's responsibilities include:

   • Development and review of the corporate sustainability strategy of the Bank

   • Reviewing and making recommendations to Management on reporting to shareholders and other communities regarding corporate responsibility activities

   • Reviewing and making recommendations to the Board with respect to any shareholder proposal that relates to the matters overseen by the Committee.

     The Committee meets on a quarterly basis and at such times as the chairperson of the Committee shall decide in order to fulfil its duties. The Committee is chaired by the Deputy Managing Director and other members include an Executive Director, the Chief Compliance Officer, the Chief Risk Officer, the Chief Human Resource Officer and other senior management staff as may be appointed from time to time.

     Data Governance Committee

     The Committee was established to develop comprehensive policies, oversee documentation by which internal business units collect, steward, disseminate, and integrate data on behalf of the Bank. The Committee also performs the following functions:

   • Develop, implement, maintain, and assist in enforcing bank-wide data management policies, standards, guidelines, and operating procedures related to enterprise data.

   • Advise on bank-wide data management practices for decision making including data warehousing, business intelligence and master data management.

   • Assist in enhancing enterprise data with consistent definitions and classifications according to data management standards and guidelines.

   • Minimize data redundancy or errors by ensuring improved data quality and adherence to standards.

   • Ensure data is scalable, reportable, and secure.

   • Coordinate compliance requirements related to laws and regulations that have information management implications and impart a duty upon the institution.

     Membership of this Committee includes two Executive Directors, the Chief Compliance Officer, the Chief Human Resource Officer, the Chief Digital Officer, Chief Information Officer and some other senior management staff. The Committee meets quarterly and at any other time as may be required.

     Innovation Governance Committee

     The Committee is set up to steer, advise, and govern all innovation activities within the Bank in line with the bank's

     corporate strategy and intent, and most importantly help achieve sustainable innovation.

     The Committee's responsibilities include:

   • Driving the change process that will move the bank towards a culture that represents, supports and sustains innovation; constantly monitoring it to make sure that it stays on track.

   • Overseeing, reviewing and approving policies, budgets, projects, strategies, divestment, acquisition, mergers and required investments for the innovation team.

   • Overseeing development and implementation of the Innovation team's strategy and its alignment with the bank's overall strategy and objectives.

   • Providing guidance on technology and innovation related issues of importance to the bank as the Board may from time-to-time request.

     Membership of the Committee includes two Executive Directors, Heads of various departments and other senior management staff as may be appointed from time to time. The Committee meets quarterly and at any other time as may be required.

     Information Security Steering Committee

     The Committee assists the Board in fulfilling part of its corporate governance obligations to the shareholders and the

     investment community. The Committee's responsibilities include:

   • Ensuring that the requisite information security management standard (ISO 27001) and IT service Management Standard (ISO 20000), internal audits are conducted in accordance with the audit plan and ensure that the issues raised during the audit are all closed promptly.

   • Ensuring that the Bank's security policies and processes align with the business objectives.

   • Evaluating, approving and sponsoring institution-wide security investment

     The Committee comprises of an Executive Director, Company Secretary/General Counsel and some senior management staff as may be appointed from time to time. The Committee meets quarterly and at any other time as may be required.

     Tenders Committee

     The purpose of the committee is to ensure that the most favorable terms for acquisition of goods, work, services required are obtained for the Bank's main activities (''purchases'') on the principles of competitiveness, transparency and team decision making and in line with "Best practices".

     The functions of the Committee include but not limited to:

   • Call for tenders

   • Receive and open tenders

   • Overseeing of the evaluation of all tenders

   • Approval of all tender recommendations and awards

   • Approval of requests for pre-qualification or other methods of procurement

   • Provision of guidelines for procurement on behalf of the Bank's EXCO

     Membership of the Committee includes the Treasurer, the Company Secretary/General Counsel, the Chief Compliance Officer, the Chief Information Officer and other senior management staff as may be appointed from time to time. The secretary of the Committee is the Head, Property Management Department. The Committee meets quarterly and at any other time as may be required.

     Disciplinary Committee

     The Committee was established to examine alleged breaches of rules and regulations within the Bank, adjudicate over such breaches and recommend appropriate sanctions to the Executive Committee. Other functions of the Committee include:

   • Ensuring compliance with the code of conduct and other policies of the Bank

   • Direct investigation into allegations of misconduct by employees

   • Recommendation of appropriate sanctions on erring staff to the Executive Committee

The Committee comprises of an Executive Director, the Chief Human Resource Officer, the Chief Audit Executive, the Company Secretary/General Counsel and other senior management staff as may be appointed from time to time. The Committee meets monthly and at any other time as may be required.

Capital Raise Committee

The Committee is tasked with the sole responsibility of spearheading the capital raise objectives of the Bank in accordance with business needs and regulatory directives.

Monitoring Compliance with Corporate Governance

The Bank's Chief Compliance Officer is responsible for overseeing compliance with anti-money laundering requirements and ensuring the effective implementation of CBN Code of Corporate Governance.

In line with regulatory expectations, the Bank submits monthly returns to the Central Bank of Nigeria on all whistleblowing reports and identified corporate governance breaches.

Whistle-Blowing Procedures

Oversight of the Bank's whistleblowing framework is vested in the Chief Audit Executive, who receives whistleblowing reports from Deloitte, the independent firm engaged by the Bank to manage the monitoring and collation of whistleblowing matters. The Chief Audit Executive submits periodic reports on whistleblowing activities to the Board Audit Committee.

Code of Professional Conduct for Employees and Directors

The Bank has an internal code of professional conduct for staff and directors which is strictly adhered to and executed upon assumption of duties.

Shareholders

The Annual General Meeting (AGM) of the Bank serves as the highest decision-making authority. The General meetings are convened and conducted in strict compliance with statutory requirements, ensuring transparency, fairness, and inclusivity.

Shareholders are provided with the opportunity to review and provide input on the Bank's financial statements and other matters relating to its operations. The meetings are also attended by regulators, including the Central Bank of Nigeria, the Securities and Exchange Commission, the Nigerian Exchange Limited, and the Corporate Affairs Commission, as well as professional advisors and representatives of shareholders' associations.

The Board places strong emphasis on maintaining effective communication with shareholders regarding developments within the Bank. To facilitate this, the Bank operates an Investor Relations Unit that handles shareholder and investor inquiries, enhancing access to information and promoting transparent and timely engagement with all stakeholders.

Protection of Shareholders' Rights

The Board is committed to safeguarding the statutory and general rights of all shareholders, with particular emphasis on their voting rights at the Bank's General Meetings. All shareholders are treated equitably, irrespective of the size of their shareholding or social standing.

Shareholder's Complaint Management Policy

The Bank has established a Shareholder Complaint Management Policy to ensure the prompt and effective resolution of all shareholder complaints. This Policy is accessible on the Bank's website. Additionally, a shareholder complaints register is maintained and submitted to the Nigerian Exchange on a quarterly basis.

Insider Trading Policy

The Bank maintains a Securities Trading Policy that prohibits Directors, insiders, and their related parties from trading the Bank's securities while in possession of confidential, price-sensitive information, particularly during the designated closed periods.

Note: In the year under review, there was no record of infraction of this Policy.

Remuneration and Clawback Policy

The Board has established a clear policy for determining Directors' remuneration in accordance with regulatory requirements. In addition, an approved Clawback Policy is in place to recover any excess or undeserved awards from Executive Management, in line with Principle 16.9 of the Nigerian Code of Corporate Governance (NCCG).

During the financial year under review, no clawback incidents were recorded.

Overview

As Wema Bank continued its sustainability journey in 2025, our focus shifted toward strengthening the foundations required to deliver sustainable value over the long term. Building on decades of impact, innovation, and responsible banking celebrated during the Bank's 80th anniversary in 2025 under the theme "Inspiring a Legacy of Impact" and marked by the implementation of numerous sustainable impact initiatives across key social, economic, and environmental pillars the year represented an important transition from commitment to consolidation. Sustainability became more firmly anchored within the Bank's governance, risk management, and strategic decision-making processes. Reflecting this progression, the theme of the 2025 Sustainability Report, "Foundations for Sustainable Value Creation," underscores our resolve to embed sustainability as a core driver of resilience and long-term business performance.

Over the years, Wema Bank has demonstrated a consistent commitment to advancing inclusive growth, supporting small and medium-sized enterprises, expanding financial inclusion through digital innovation, and promoting positive environmental and social outcomes. In 2025, these efforts were reinforced by deliberate actions to strengthen the structures, policies, and systems that underpin sustainable banking. This approach recognizes that enduring impact is enabled not only by initiatives, but by strong institutional foundations that support accountability, transparency, and effective risk management.

The global sustainability landscape continues to evolve rapidly, shaped by rising climate-related risks, heightened regulatory expectations, and increasing demand from stakeholders and investors for credible, comparable, and decision-useful non-financial information. Against this backdrop, 2025 represented a significant milestone for Wema Bank with adoption of IFRS S1 and IFRS S2, marking our formal alignment with globally recognized sustainability and climate-related disclosure standards.

These standards provide a structured framework for identifying, assessing, and disclosing sustainability-related and climate-related risks and opportunities that may reasonably affect the Bank's financial position, performance, and cash flows. Our adoption reflects a commitment to enhanced transparency and to strengthening the quality, consistency, and robustness of our sustainability disclosures in line with global best practices.

Throughout the year, Wema Bank focused on deepening the integration of sustainability and climate considerations into its governance frameworks, enterprise risk management processes, and strategic planning. We improved oversight of sustainability-related matters at Board and Management levels, strengthened internal controls and reporting processes, and advanced the identification and management of material environmental, social, and governance risks across our operations and portfolio. These actions support the Bank's ability to anticipate emerging risks, respond proactively to change, and build resilience in an increasingly complex operating environment.

In parallel, the Bank continued to advance responsible and inclusive banking through products, partnerships, and initiatives designed to deliver positive socio-economic outcomes. In 2025, we sustained our focus on expanding access to finance, supporting entrepreneurship and economic empowerment, promoting socioeconomic inclusion, and contributing to environmental stewardship through targeted sustainability and corporate investment programmes. These initiatives align with national development priorities and the global Sustainable Development Goals, while reinforcing our purpose of empowering lives.

This report highlights the progress made during the year, outlining how sustainability considerations are being embedded into the Bank's strategy, risk management, and operations, while also presenting key achievements, challenges, and areas of focus for continuous improvement. It provides stakeholders with insight into how Wema Bank is strengthening its foundations to create long-term value for shareholders, customers, employees, communities, and

the wider economy.

In addition, this report reinforces our commitment to continuously enhancing these foundations-deepening our resilience, supporting Nigeria's sustainable development ambitions, and fostering a responsible banking system that balances financial performance with positive environmental and social impact. Guided by transparency, accountability, and long-term thinking, we are positioning the Bank to deliver sustainable value in a rapidly changing world.

Our Alignment with Global Sustainability Standards

In recognition of its role in advancing sustainable development, Wema Bank aligns its operations and initiatives with internationally recognised standards and best practices for responsible and impactful banking. The Bank places strong emphasis on collaboration, leveraging strategic partnerships and targeted initiatives to drive meaningful outcomes that support a more sustainable, inclusive, and equitable future.

This commitment is reflected in the Bank's alignment with key global and national frameworks, including the United Nations Sustainable Development Goals (SDGs), the Nigerian Sustainable Banking Principles (NSBP), the UN Environment Programme Finance Initiative Principles for Responsible Banking (UNEP-FI PRB), and the United Nations Women's Empowerment Principles (UN-WEP). These frameworks provide a structured foundation for integrating environmental, social, and governance considerations into the Bank's strategy, operations, and stakeholder engagements.

Through this integrated approach, Wema Bank ensures that its activities contribute effectively to environmental sustainability, promote social equity and inclusion, and reinforce strong governance practices, while delivering positive and measurable societal impact aligned with national priorities and global development objectives.

Sustainable Development Goals (SDGs) Advocacy

Wema Bank is committed to supporting the global vision articulated by the United Nations Sustainable Development Goals (SDGs) a world that addresses multi-dimensional poverty, environmental degradation, and socio-economic inequality. To translate this commitment into action, the Bank has prioritised 11 SDGs that align closely with its business model and areas where it can deliver measurable impact and meaningful advocacy.

The Bank actively engages with a wide range of stakeholders, recognising that collaboration and shared responsibility are essential to accelerating progress on sustainable development. Through strategic partnerships, targeted initiatives, and purposeful advocacy, Wema Bank contributes to building a more inclusive, resilient, and equitable future, consistent with the ambition of ensuring that no one is left behind.

United Nations Environment Programme - Finance Initiative Principles for Responsible Banking (UNEP-FI PRB)

- Our Commitment and Achievements

As a founding signatory to the Principles for Responsible Banking (PRBs), we have consistently demonstrated our strong commitment by exceeding targets across our distinct areas of materiality - Financial Inclusion and Women's Economic Empowerment. This commitment is further evidenced in our accompanying PRB report.

UNEP-FI Principles for Responsible Banking

United Nations Women Empowerment Principles (UN-WEP)

Wema Bank places a strong emphasis on advancing diversity, equity, and inclusion across its workplace, marketplace, and the communities it serves. Our alignment with the United Nations Women's Empowerment Principles (UN-WEP) underscores the Bank's sustained commitment to promoting gender equality and advancing women's economic empowerment.

During the reporting year, the Bank's programmes and initiatives were aligned with all seven UN-WEP Principles, with particular focus on the use of gender-responsive procurement as a lever to achieve measurable and inclusive outcomes. These efforts reflect our broader commitment to embedding gender considerations into business practices and value-chain decisions in a manner that supports equitable growth and long-term societal impact.

United Nations Women Empowerment Principles

Nigerian Sustainable Banking Principles (NSBPs)

The Nigerian Sustainable Banking Principles (NSBP) have provided a framework for Nigerian banks to enhance their environmental and social impact, with a particular focus on women economic empowerment and environmental action for over one decade. At Wema Bank, we remain committed to the implementation of all our sustainability initiatives, business operations, and activities towards the central objective. This commitment has not only driven positive social impact but also fostered collaboration within the Nigerian banking community towards a shared goal of sustainable development.

Wema Bank conducts regular materiality assessments to ensure our sustainability priorities remain aligned with the expectations of our stakeholders and the evolving realities of our operating environment. As the banking sector continues to face dynamic environmental, social and governance (ESG) risks, this process enables us to identify the issues that are most relevant to our business resilience and long-term value creation.

By engaging customers, employees, regulators, investors, communities and partners, the assessment provides a structured way to understand which sustainability topics matter most and where our actions can generate the greatest impact. This inclusive approach strengthens trust, enhances transparency, and ensures that our strategy reflects the perspectives of those who rely on and are influenced by our services.

The outcome of the materiality assessment guides the Bank's sustainability agenda, informs risk management decisions, and shapes our reporting frameworks, including alignment with IFRS S1, IFRS S2 and the UNEP-FI Principles for Responsible Banking. Ultimately, it ensures that Wema Bank focuses resources on the areas of highest significance, reinforcing our commitment to responsible banking and sustainable development.

Building on these insights, the resulting Materiality Matrix provides a clear visual depiction of the ESG topics that are most

significant to our stakeholders and most impactful to Wema Bank's strategy and long-term performance.

Sustainability is a core value that guides our business decisions. We are dedicated to reducing our environmental footprint by implementing innovative solutions and initiatives. Our ongoing efforts focus on mitigating climate change, conserving resources, and promoting sustainable practices throughout our operations.

Energy Efficiency

Our commitment to promoting cleaner energy solutions and reducing our carbon footprint remains central to achieving the Nigerian Energy Transition Plan and the global Net-Zero emissions target. This commitment continues to shape our energy efficiency initiatives.

The Bank's energy requirements are primarily supplied through the national electricity grid, supported by diesel-powered generators and solar installations, which serve as supplementary energy sources to ensure the continuity and reliability of business operations. In 2025, the Bank consumed 6,654,230 kWh of electricity which represents a 7.1% increase from 6,212,110 kWh in 2024. Diesel powered generators were used to supplement electricity supply gaps during power outage from the grid, consuming 2,326,109 liters of diesel in 2025, reflecting a 1.1% decrease from the previous year despite expansion in our branch network from 160 to 164.

The Head Office, being the largest resource consumer, saw a decline of 21% in diesel usage due to the comprehensive energy shutdown at 6pm and weekly elevator shutdown at lunch time. The number of solar-powered branches however remained at 36 in 2025, with solar energy contributing an average of 38% of the energy consumed by these branches.

The solar energy-powered branches have enabled us to displace our greenhouse gas emissions by 998 (tCO2e) in 2025. Furthermore, all ATMs nationwide operate on a hybrid power model, integrating solar, grid, and inverter systems to meet customer needs across all locations.

Waste Management

We sustained our partnership with waste recycling companies and non-governmental organizations to minimize landfill contributions and promote sustainable waste management practices. While maintaining the same number of recycling branches as in previous year, we strengthened our environmental sustainability advocacy by increasing awareness among employees about the importance of adopting the 3Rs of recycling reduce, reuse, and recycle. In 2025, we evacuated 9,532 kg of recyclables across our branches, an improvement from 6,519 kg in 2024.

A portion of the proceeds generated from the processing of recyclable materials was channeled toward selected social impact initiatives. These included supporting access to education for children in underserved communities through RecyclesPay, facilitating healthcare coverage through SosoCare and promoting economic empowerment for women and youth via the Recycling Scheme for Women and Youth Empowerment (R.E.S.W.A.Y.E.) scheme. Beyond supporting social development, these initiatives contribute to the growth of the recycling value chain while reinforcing responsible waste management and recycling practices.

Water Management

At Wema Bank, we prioritize access to clean water and water conservation as key components of our sustainability commitment. The installation of dual-flush toilet systems significantly lowered water usage, while our effluent water management system enabled the recycling of wastewater for secondary purposes. Additionally, we actively promoted water conservation awareness among our employees and customers, fostering a culture of responsible water use that supports long-term resource sustainability. Water usage reduced from 18.5 million litres in YE 2024 to 17.7 million litres in FY 2025.

Resource Efficiency

Environmental Cleanup & Advocacy

Environmental sustainability is centered on the prudent and responsible management of natural resources to meet

present needs while safeguarding the ability of future generations to meet theirs. It underscores the importance of effective stewardship of finite resources to deliver enduring benefits for both society and the natural environment.

In 2025, the Bank actively promoted environmental sustainability through community and coastal cleanup initiatives aimed at mitigating the impact of environmental and marine pollution across the country. These efforts were further strengthened by advocacy and awareness campaigns, including the Plastic Free Future Drive in partnership with Clean Technology Hub, the commemoration of World Environment Day in Ibadan, and the observance of World Cleanup Day with impactful activities across Lagos, Ogun, Rivers and Nasarawa State.

These initiatives played a key role in promoting environmentally responsible behaviours and strengthening a culture of sustainability within our host communities.

Community Support

Wema Bank is deeply committed to providing solutions for positive societal impact. We have continued the drive to bridge socio-economic inequality gaps through impactful initiatives aligned with our Corporate Social Investment (CSI) pillars namely - Economic Empowerment, Education, Environment, Finance and Health. In 2025, our community-targeted initiatives positively impacted over 100,559 beneficiaries through the following:

Volunteering

iVolunteer @ Wema is our employee volunteering initiative that provides employees with opportunities to be active contributors to the Bank's Corporate Social Investment agenda. Since inception, over 106,723 volunteering hours have been logged by about 6000 employees with more than 450,000 beneficiaries impacted across Nigeria. In 2025, the iVolunteer momentum continued with employees logging 4,914 volunteering hours in community impact initiatives ranging from financial literacy programs, mentorship sessions to environmental cleanup programmes and donations for low-income communities. This further demonstrates our unwavering commitment to sustainable development and empowering our employees to be difference-makers across the diverse communities where we run our business operations. The following initiatives were successfully executed through iVolunteer in 2025:

Valentine @ Wema

Wema Bank annually celebrates Valentine's Day with community-focused impact projects and initiatives in further contribution to socio-economic development for all stakeholders. The 2025 edition of the Valentine @ Wema initiative recorded about 580 beneficiaries at Lagos Maternity Hospital, Amu Building Market Mushin and Lomina Orphanage, Abuja through financial literacy session, donations and mentorship sessions respectively.

Salary for Love

Since 2018, February has been designated as the Bank's "Month of Love," during which employees are encouraged to contribute the equivalent of one-day's salary toward initiatives that address pressing social challenges and community needs across the areas we serve. The 2025 campaign held particular significance as it formed a key component of our efforts to commemorate the Bank's 80th Anniversary and build a legacy of impact in the communities we serve.

The 2025 Salary for Love initiative centered exclusively on the theme of Building a Legacy of Impact through Quality Education, with the goal of addressing prevalent socio-economic inequalities and educational imbalance. The 2025 Salary for Love initiative was executed in alignment with the Bank's 80th anniversary commemoration towards driving an impactful legacy for the next generation.

Employees across the Bank donated their 1-day salary with a bankwide book donation drive, involving the donation of decently used educational resources - textbooks, dictionaries, novels etc. for young students. These donations were accompanied with specially branded exercise books distributed to over 21,000 students nationwide, further complementing the educational support provided to the beneficiary schools and enriching their libraries.

Financial Literacy Outreach

The drive for financial inclusion is incomplete without adequate financial literacy and awareness. The financial inclusion drive was enhanced in 2025 with intensive financial literacy sessions and clinics for students and businesses for optimal impact. Employees across the Bank volunteered for financial literacy sessions in communities across Lagos, Calabar, Abuja, Akure, Ibadan, Ogun amongst other locations with over 13,492 beneficiaries. Participants and beneficiaries were equipped with essential knowledge and skills for effective money management, savings, and investing, empowering them towards financial independence.

Mentorship Sessions

Wema Bank is committed to empowering and contributing to the development of the younger generation into responsible citizens and impact leaders across all spheres. We promote youth education and empowerment through mentorship sessions for students in different states across the country. The mentorship sessions include training on leadership, responsible citizenship, hygiene, financial literacy, cybersecurity, vision board creation amongst others.

The mentorship sessions drive continued in 2025 with about 33,877 students across Nigeria impacted with valuable knowledge and skills. Through strengthened volunteer participation in mentorship and development sessions, Wema Bank is making a positive impact on the lives of; young people, fostering their growth, and empowering them to become responsible and successful individuals.

Pad-A-Girl Initiative

Period poverty is a global issue affecting millions of women and girls impacting their health, education, and overall wellbeing. As reported by the United Nations Population Fund (UNFPA), period poverty negatively affects girl-child education as over 2 million girls miss school annual due to lack of access to menstrual hygiene products. Period poverty also disproportionately affects women in low-income communities, exacerbating existing inequalities. This further leads to health problems, reduced educational opportunities, and social stigma.

As our contribution to global efforts geared at curbing period poverty for women and girls, we continued the Pad-A-Girl initiative to provide free sanitary products for secondary school girls. In 2025, free sanitary pads were provided to 700 young girls at Herbert Macaulay Girls High School, Lagos and Fariah Foundation School, Bauchi, promoting menstrual hygiene and improving their overall health and well-being.

Declutter & Donate 8.0

The eighth edition of the annual Declutter and Donate initiative brought hope to internally displaced residents of DCC IDP Camp in Maiduguri, Borno State who had been dislodged due to insecurity crisis. By collecting and donating new and gently used clothing, household items, toys, groceries, and other essential goods, from staff of Wema Bank, we aimed to alleviate the suffering caused by the unprecedented flooding incidents in the region in 2025.

Beyond material aid, the initiative provided food items to families and individuals across both communities, ensuring they had access to nutritious meals. In total, 158 households were impacted through this initiative.

Women Empowerment

Wema Bank remains intentional in its commitment to advancing women's empowerment and promoting gender equity across the organisation and the broader business ecosystem. In 2025, the Bank sustained its focus on empowering women through a range of targeted initiatives spanning workplace engagement, community development, and

marketplace participation, aimed at supporting the holistic success of women in society.

These initiatives delivered far-reaching outcomes by expanding access to growth and leadership opportunities for women. Key platforms driving this progress included SARA by Wema, the Bank's dedicated female-focused proposition, and the Wema Women Network, its internal structure supporting the development, inclusion, and advancement of female employees. Collectively, these efforts reinforce the Bank's commitment to embedding gender considerations into its business strategy and creating inclusive pathways for women to thrive.

SARA by Wema

Through SARA by Wema our female proposition, the Bank has empowered women to thrive in all endeavour through access to finance, financial coaching and mentorship sessions, trainings, skill acquisition and networking opportunities.

• Access to Finance - In 2025, Wema Bank provided over N62billion uncollaterized loans to women MSMEs across the nation through the SARA proposition. This is a direct solution provided by the Bank to the access to finance problem and lack of collateral for accessing loans highlighted as some of the major obstacles encountered by women businesses. In addition to providing finance facilities for women-led businesses, Wema Bank also created the SARA Health Plan to help women withstand the financial drain associated with health challenges and rising cost of healthcare facilities.

• Access to Market: Beyond providing access to finance, Wema Bank also provides female business owners with access to an expansive market base. Women entrepreneurs through the SARA proposition have benefitted from the diverse access to market programmes such as online and physical trade fairs in partnership with key industry stakeholders. Over 5,000 women-MSMEs were exposed to an expanded customer base in Lagos, Ibadan, Abuja, Port Harcourt, Benin, Kano, amongst others through the NBC Trade Fair. We also took it a step further by expanding the frontiers of women-MSMEs to promote intercontinental trade and bridge the gap between Nigerian women-led businesses and the global market through the SARA Fashion Souk to facilitate foreign exchange inflows and drive socio-economic transformation for Nigerian WMSMEs. Over 118 women-MSMEs benefitted from this initiative.

• Capacity Development: SARA by Wema also champions training programs and seminars as well as skill acquisition workshops to promote business growth and entrepreneurial success for women businesses. In 2025, training facilities and empowerment programs were provided for over 15,000 women in the Nigerian SME sector. Beneficiaries were trained in Business Planning, Financial Literacy, Digital Marketing, UI/UX amongst others. In partnership with the Federal Government of Nigeria, Wema Bank continued the Digital Skillnovation Program for MSMEs through which digital hubs in 15 states across the country as innovation centers equipped with advanced technology for optimal impact. Sessions under the Skillnovation Program have recorded over 900,000 young people with 40% female representation in Borno state so far since its inception in 2023.

• SARA Health Plan: Health issues form a major challenge to business growth and development with most women-MSMEs negatively affected. The incapacitation of female business proprietors due to health challenges often leads to a lull in business activity, subsequently affecting cash flow and revenue. To address this challenge, we continued our partnership with AIICO Multishield for the SARA Health Plan open to women for as low as N1600 monthly. Subscribers have access to healthcare services including antenatal, pediatrics, obstetrics and gynecology, amongst others. In addition, female business owners who have been hospitalized for a minimum of 3 days are provided with cash relief for business support up to 5 times yearly.

Wema Women Network

The Wema Women Network was established in 2013 as our internal female network made up of all female staff across all cadres and locations. The Network offers an opportunity for women to be nurtured and inspired to be the best in their career and personal lives. The Network also supports female staff to realize their full potential and ultimately drive full representation across different levels in the Bank.

Big Sister Initiative: Female employees of the Bank were afforded mentorship opportunities through the internal Big Sister Program. The structure of the mentorship programme featured senior female officers who had been trained and certified being assigned younger female employees in a 3-month mentorship programme. Graduating mentees from the third cohort of the Big Sister project held a vision board creation session for female students as their impact project as part of the 2025 International Women's Day commemoration.

Health & Fitness Challenge: The annual summer fitness challenge drive of the Wema Women Network held in Lagos, Port Harcourt and other locations in 2025. Over a 4-week period, about 400 participants joined vibrant, goal-focused groups, each designed around specific body and wellness ambitions ranging from Healthy Lifestyle & Wellness, Body Shaping & Aesthetics, General Fitness & Stamina, Weight Loss & Management and Muscle Gain & Strength Training across various regions of the Bank.

International Commemorations

Wema Bank aligns its sustainability strategy with the United Nations Sustainable Development Goals (SDGs), guided by a commitment to leaving no one behind. In 2025, the Bank marked selected United Nations commemorative days to reinforce shared global priorities across relevant SDGs, raise awareness among employees and the wider public on critical issues, and celebrate progress where achieved. These commemorations were delivered through impact-driven initiatives aligned with the Bank's sustainability focus.

International Women's Day

Wema Bank's International Women's Day Conference has evolved into a landmark occasion within the Nigerian banking sector, setting a new standard for impactful industry gatherings. Anchored by the globally resonant theme "Accelerate Action," the 2025 Conference brought together a diverse and distinguished group of women leaders from across sectors who are at the forefront of driving gender inclusion and empowerment. Through powerful panel discussions and interactive sessions, these leaders shared actionable insights and innovative strategies aimed at fast-tracking tangible progress in women's representation, leadership, and economic participation.

The 2025 Wema Bank International Women's Day commemoration drive also featured an impact drive across segments with initiatives for female students across Lagos & Port Harcourt. The Big Sister mentees trained over 1307 female students in Vision Board Creation & Financial Literacy as part of the commemorative activities across Onike Girls Junior High School, Lagos and Government Girls Secondary School, Port Harcourt.

World Malaria Day

According to the 2025 WHO World Malaria Report, malaria remains a significant challenge in Africa, with an estimated 282 million cases and 610,000 deaths globally in 2024. The WHO African Region continues to bear a disproportionately high burden, accounting for approximately 95% of cases and deaths.

Wema Bank commemorates World Malaria Day annually in contribution to global efforts in curbing malaria incidents.

In 2025, Volunteers from the Bank visited Sura Primary Health Care Center, Lagos to commemorate the World Malaria Day. The Bank provided insecticides and treated mosquito nets for the 215 beneficiaries. The patients and beneficiaries were also enlightened on the importance of good personal and environmental hygiene for malaria prevention and appropriate treatment measures.

International Day of Education

The International Day of Education is a United Nations commemorative event in celebration of the role of education for peace and development. The seventh edition of International Day of Education was commemorated under the theme Preserving Human Agency in a World of Automation. In alignment with the Bank's commitment to the Sustainable Development Goals and one of our core corporate social investment pillars - Education, the event was commemorated with mentorship sessions for students at Obele Community Senior High School, Lagos and Methodist Comprehensive High School, Ogun State respectively. The students were trained in utilizing digital innovation and technological advancement for the greater societal good. About 800 pupils from both schools were impacted.

World Environment Day

In commemorating the 2025 World Environment Day, community cleanup exercises were conducted as part of the Bank's environmental cleanup & advocacy drive. Over 3708.73kg waste was evacuated in Bodija Market, Ibadan, Oyo State and University of Abuja with over 30,000 beneficiaries impacted in collaboration with Orange Strategy & Clean Technology Hub respectively. The beneficiaries were trained in the importance of proper waste management and promoting clean environments for healthier communities and growth.

International Literacy Day

Wema Bank commemorated International Literacy Day by hosting a special mentorship session at Mainland Senior High School, Lagos. Volunteers from the Bank trained 300 students on the theme "Promoting Literacy in a Digital Era," to foster collaboration and further emphasize the importance of literacy and the power of language to bridge cultural divides. Students were encouraged to embrace their advantage as digital natives and use it as a tool for understanding and cooperation. By promoting literacy through digital innovation, we hope to develop relevant solutions for societal impact.

World Clean-Up Day

World Cleanup Day is an annual global event aimed at combating the waste management crisis affecting communities and coastlines across the world. In commemoration of World Cleanup Day 2025, volunteers engaged in environmental cleanup and advocacy in Lagos, Abuja, Ibadan, Ogun, Abia, Port Harcourt & Nassarawa over with 3,836.5 kg of waste evacuated. The volunteers' efforts towards a cleaner environment directly impacted approximately 60,000 individuals in the communities.

By aligning Sustainable Development Goals 6, 13, 14, and 15, Wema Bank contributed to the preservation of our planet and the well-being of its inhabitants. These activities not only clean up our environment but also raise awareness about the importance of sustainable waste management and environmental conservation.

World Teachers Day

Education is pivotal to the achievement of the global agenda as entrenched in the Sustainable Development Goal 4 -Quality Education. Teachers and educators are the primary drivers tasked with the responsibility of ensuring inclusive and equitable access to quality education as well as promoting lifelong learning for all. In light of this, Wema Bank launched the Teacher of the Year back in 2023 to celebrate teachers and put the spotlight on their immense contributions to the development and training of the next generation.