Quarter 2 - financial statement for 2026

ZENITH BANK PLC

Interim Report - 30 June 2026

ZENITH BANK PLC

* Retired from the Board effective 29th April 2026.

** Appointed Chairman of the Board effective 29th April 2026.

*** Appointed to the Board effective 1st May 2026.

COMPANY SECRETARY Michael Osilama Otu Esq.

REGISTERED OFFICE Zenith Bank Plc

Zenith Heights

Plot 84/87, Ajose Adeogun Street Victoria Island, Lagos.

AUDITOR PricewaterhouseCoopers (PwC) Chartered Accountants

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

REGISTRAR AND TRANSFER OFFICE Veritas Registrars Limited (formerly Zenith Registrars Limited) Plot 89 A, Ajose Adeogun Street

Victoria Island, Lagos.

1. Zenith Bank Plc Interim Report - 30 June 2026

   ZENITH BANK PLC
   Index
   Note	Page	Note	Page
   Directors, Officers and Professional Advisers	1	7 Interest and similar expense	150
   Directors' Report	3	8 Impairment charge on financial instruments	150
   Statement of Corporate Responsibility in relation to the Financial Statements	9	8b Impairment (credit)/charge on non-financial instruments	150
   Corporate Governance Report	10	9 Net income on fee and commission	151
   Statement of Directors' Responsibilities in Relation to the Financial Statements	24	10 Trading (losses)/gains	151
   Report of the Audit Committee	25	11 Other operating income	152
   Independent Auditor's Report	26	12 Operating expenses	153
   Interim Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income	31	13 Taxation	154
   Interim Consolidated and Separate Statements of Financial Position	32	14 Earnings per share (EPS)	155
   Interim Consolidated and Separate Statements of Changes in Equity	33	15 Cash and balances with central banks	156
   Interim Consolidated and Separate Statements of Cash Flows	35	16 Treasury bills	156
   Notes to the Interim Consolidated and Separate Financial Statements	37	17 Assets pledged as collateral	156
   1 General information	37	18 Due From Other Banks	157
   2.0a New and amended IFRS Accounting Standards that are effective for the current year	37	19 Derivative assets	157
   2.0b New IFRS Accounting Standards in issue but not yet effective	38	20 Loans and advances	158
   2.0c Material accounting policies	39	21 Investment securities	158
   2.1 Basis of preparation	39	22a Investment in subsidiaries	159
   2.2 Basis of Consolidation	39	22b Condensed results of consolidated entities	160
   2.3 Translation of foreign currencies	41	22c Business combination	164
   2.4 Cash and cash equivalents	42	23 Investments in associates	166
   2.5 Financial instruments	42	24 Deferred tax balances	166
   2.6 Derivative instruments	47	25 Other assets	168
   2.7 Impairment	47	26 Property and equipment	169
   2.8 Reclassification of financial instruments	49	27 Intangible assets	174
   2.9 Restructuring of financial instruments	49	28 Customers' deposits	175
   2.10 Collateral	50	29 Other liabilities	175
   2.11 Property and equipment	50	30 On lending facilities	176
   2.12 Intangible assets	51	31 Borrowings	179
   2.13 Impairment of non-financial assets	51	32 Derivative liabilities	180
   2.14 Leases	51	33 Share capital	180
   2.15 Provisions	52	34 Share premium, retained earnings and other reserves	181
   2.16 Employee benefits	53	35 Personnel expenses	182
   2.17 Share capital and reserves	53	36 Group subsidiaries and related party transactions	183
   2.18 Recognition of interest income and expense	54	37 Contingent liabilities and commitments	186
   2.19 Fees, commission and other income	55	38 Dividend paid	187
   2.20 Net trading gains	55	39 Cash and cash equivalents	187
   2.21 Operating expenses	56	40 Compliance with Banking Regulations	187
   2.22 Current and deferred income tax	56	41 Prudential Adjustments	188
   2.23 Earnings per share	57	42 Statement of cash flow workings	189
   2.24 Segment reporting	57	43 Comparatives	194
   2.25 Fiduciary activities	57	44 Events after the reporting period	194
   2.26 Deposit for investment in AGSMEIS	57	Other National Disclosures	195
   2.27 Hyperinflationary accounting	58	Value Added Statement	196
   3 Risk management	59	Five-Year Financial Summary	198
   4 Critical accounting estimate and judgements	144
   5 Segment Analysis	145
   6 Interest and similar income	150

2. Zenith Bank Plc Interim Report - 30 June 2026

The directors present their report on the affairs of ZENITH BANK PLC ("the Bank"), together with the financial statements and the independent auditor's report for the period ended 30 June 2026.

1. Legal form

   The Bank was incorporated in Nigeria under the Companies and Allied Matters Act as a private limited liability company on 30 May,1990. It was granted a banking licence in June 1990, to carry on the business of commercial banking and commenced business on June 16, 1990. The Bank was converted into a Public Limited Liability Company on 20 May 2004. The Bank's shares were listed on the floor of the Nigerian Stock Exchange on 21 October 2004. In August 2015, the Bank was admitted into the premium Board of the Nigerian Stock Exchange.

   There have been no material changes to the nature of the Group's business from the previous year.

2. Principal activities and business review

   The principal activity of the Bank is the provision of banking and other financial services to corporate and individual customers. Such services include obtaining deposits from the public, granting of loans and advances, corporate finance and money market activities.

   The Bank has eight subsidiary companies namely; Zenith Bank (Ghana) Limited, Zenith Bank (UK) Limited, Zenith Bank (Sierra Leone) Limited, Zenith Bank (The Gambia) Limited, Paramount Bank (Kenya) Limited, Zenith Bank (Cote d'Ivoire) Limited, Zenith Pensions Custodian Limited and Zenith Nominees Limited. The Group established its operations in Cote d'Ivoire and completed the acquisition of 100% of Paramount Bank (Kenya) Limited during the period while the Bank also opened 6 new branches in its Nigeria Business.

   As at 30 June 2026 the Group had 472 branches, 87 cash centers; 2,145 ATM terminals; 554,402 POS terminals and 31,465,353 cards issued to its customers. (31 December 2025: 456 branches, 84 cash centers, 2,148 ATM terminals, 473,123 POS terminals and 30,274,472 cards issued).

3. Operating results

   Gross earnings of the Group decreased by 25% and profit before tax increased by 2% . Highlights of the Group's operating results for the period under review are as follows:

   30 June 2026 N' Million

   30 June 2025 N' Million

   Gross earnings 1,899,944 2,520,759

   Profit before tax 637,603 625,629

   Tax expense (206,841) (93,449)

   Profit after tax 430,762 532,180

   Non- controlling interest (469) (347)

   Profit attributable to the equity holders of the parent 430,293 531,833

   Appropriations

   Transfer to statutory reserve 57,307 71,067

   Transfer to credit risk reserve 5,939 50

   Transfer to retained earnings 367,047 460,716

   430,293 531,833

   Basic and diluted earnings per share (Naira) 10.48 12.95

4. Dividends

   The Board of Directors, pursuant to the powers vested in it by the provisions of section 426 of the Companies and Allied Matters Act (CAMA 2020) of Nigeria, proposed an interim dividend of N1.50 per share (2025: Interim dividend of N1.25 per share) as at 30 June 2026. This will be presented for ratification by the shareholders at the next Annual General Meeting.

   Payment of dividends is subject to witholding tax rate of 10% in the hands of qualified recipients.

5. Directors' shareholding

   The direct and indirect interests of directors in the issued share capital of Zenith Bank Plc as recorded in the register of directors shareholding and/or as notified by the directors for the purposes of sections 301 and 302 of the Companies and Allied Matters Act (CAMA 2020) and the listing requirements of the Nigerian Stock Exchange is as follows:

   Interests in shares

   Number of Shareholding

   30 June 2026 31 December 2025

   Director	Designation	Direct	Indirect	Direct	Indirect
   Jim Ovia, CFR.*	Retired	4,145,107,627	1,656,130,705	4,145,107,627	1,656,130,705
   Engr. Mustafa Bello **	Chairman	-	-	-	-
   Mr. Chuks Emma Okoh	Non-Executive Director	710,506	-	619,776	-
   Dr Juliet Ehimuan	Non-Executive Director	128,906	-	128,906	-
   Ms. Pamela Mimi Yough	Non-Executive Director	159,941	-	159,941	-
   Dr. Al-Mujtaba Abubakar,MFR	Non Executive Director / Independent	-	-	-	-
   Dr. Omobola Ibidapo-Obe Ogunfowora	Non Executive Director / Independent	400,000	-	-	-
   Dr. Peter Olatunde Bamkole	Non Executive Director / Independent	-	-	-	-
   Dr. Rislana Kanya Abdulazeez	Non Executive Director / Independent	-	-	-	-
   Dame (Dr.) Adaora Umeoji,OON.	Group Managing Director	285,096,933	1,995,143	285,096,933	1,995,143
   Dr. (Mrs.) Adobi Nwapa	Executive Director	30,158,205	-	30,158,205	-
   Mr. Akindele Ogunranti	Executive Director	28,103,201	-	28,103,201	-
   Mr. Lawani Adamu	Executive Director	13,305,452	-	13,305,452	-
   Mr. Louis Odom	Executive Director	12,978,128	-	12,978,128	-
   Mr. Kennedy Onuwa Okwudili ***	Executive Director	1,875,765	-	714,159	-

   * Jim Ovia, CFR retired as Chairman of the Board effective 29th April, 2026.

   ** Engr. Mustafa Bello was appointed Chairman of the Board on 29th April, 2026.

   *** Mr. Kennedy Onuwa Okwudili was appointed to the Board on 1st May, 2026.

   The indirect holdings relate to the holdings of the director in the underlisted companies:

   • Jim Ovia: (Institutional investors Ltd, Lurot Burca Ltd, Jovis Nigeria Ltd, Veritas Registrars Ltd, and Quantum Zenith Securities Ltd).

   • Adaora Umeoji: (Palais Vendome Limited).

6. Directors' Remuneration

   The Bank ensures that remuneration paid to its Directors complies with the provisions of the Code of Corporate Governance issued by its regulators.

   In compliance with Section 34(5) of the Code of Corporate Governance for Public Companies as issued by Securities and Exchange Commission, the Bank makes disclosure of the remuneration paid to its directors as follows:

   Type of package Fixed	Description	Timing
   Basic Salary	- Part of gross salary package for Executive Directors only.	Paid monthly during the financial year.
   	Reflects the banking industry's competitive salary package
   	and the extent to which the Bank's objectives have been met
   	for the financial year.
   Other allowances	- Part of gross salary package for Executive Directors only.	Paid at periodic intervals during the
   	Reflects the banking industry's competitive salary package	financial year.
   	and the extent to which the Bank's objectives have been met
   	for the financial year.
   Productivity bonus	-Paid to Executive directors only and tied to performance of the	Paid annually in arrears.
   	line report. It is also a function of the extent to which the Bank's
   	objectives have been met for the financial year.
   Director fees	- Paid annually on the day of the Annual General Meeting	Paid annually on the day of the AGM.
   	('AGM') to Non-Executive Directors only.
   Sitting	- Allowances paid to Non-Executive Directors only, for	Paid after each Meeting.
   allowances	attending Board and Board Committee Meetings.

7. Changes on the Board

   The following changes were made to the composition of the Board during the period:

   1. Jim Ovia, CFR retired from the Board effective 29th April,2026

   2. Engr. Mustafa Bello was appointed Chairman of the Board on 29th April,2026

   3. Mr. Kennedy Onuwa Okwudili was appointed as an executive director effective 1st May, 2026.

8. Directors' interests in contracts

   For the purpose of section 303(1) and (3) of Companies and Allied Matters Act of Nigeria, (CAMA 2020), all contracts with related parties during the period were conducted at arm's length. Information relating to related parties transactions are contained in Note 36 to the financial statements.

9. Acquisition of own shares

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

10. Property and equipment

    Information relating to changes in property and equipment is given in Note 26 to the financial statements. In the opinion of the directors, the market value of the Group's property and equipment is not less than the value shown in the financial statements.

11. Shareholding analysis

    The shareholding pattern of the Bank as at 30 June 2026 is as stated below:

    Share range		No. of Shareholders	Percentage of Shareholders		Number of holdings	Percentage Holdings (%)
    1-10,000		774,626	84.5534 %		1,964,276,380	4.78 %
    10,001 - 50,000		104,968	11.4577 %		2,266,628,457	5.52 %
    50,001 - 1,000,000		34,387	3.7535 %		6,022,061,680	14.66 %
    1,000,001 - 5,000,000		1,691	0.1846 %		3,525,073,440	8.58 %
    5,000,001 - 10,000,000		216	0.0236 %		1,520,223,717	3.70 %
    10,000,001 - 50,000,000		174	0.0190 %		3,641,623,155	8.87 %
    50,000,001 - 1,000,000,000		73	0.0080 %		15,420,253,920	37.55 %
    Above 1,000,000,000		3	0.0003 %		6,709,689,252	16.34 %
    		916,138	100 %		41,069,830,001	100 %

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

    Share range		No. of Shareholders	Percentage of Shareholders		Number of holdings	Percentage Holdings (%)
    1-10,000		684,556	82.9814 %		1,905,554,458	4.64 %
    10,001 - 50,000		103,685	12.5686 %		2,243,992,988	5.46 %
    50,001 - 1,000,000		34,454	4.1765 %		6,072,006,962	14.78 %
    1,000,001 - 5,000,000		1,757	0.2130 %		3,661,636,750	8.92 %
    5,000,001 - 10,000,000		223	0.0270 %		1,575,633,808	3.84 %
    10,000,001 - 50,000,000		198	0.0240 %		4,015,511,382	9.78 %
    50,000,001 - 1,000,000,000		75	0.0091 %		14,875,444,401	36.22 %
    Above 1,000,000,000		3	0.0004 %		6,720,049,252	16.36 %
    		824,951	100 %		41,069,830,001	100 %

12. Substantial interest in shares

    According to the register of members as at 30 June 2026, the following shareholders held more than 5% of the share capital of the Bank.

    Direct Share Held Indirect Share Held Total Shares Held Total Shares Held

    Jim Ovia, CFR 4,145,107,627 1,656,130,705 5,801,238,332 14.13 %

    According to the register of members as at 31 December 2025, the following shareholders held more that 5% of the issued share capital of the Bank.

    Direct Shares Held Indirect Shares Held Total Shares Held Total Shares Held

    Jim Ovia, CFR 4,145,107,627 1,656,130,705 5,801,238,332 14.13 %

13. Donation and charitable gifts

The Bank made contributions to charitable and non-political organisations amounting to N4,922 million during the period ended 30 June 2026 (30 June 2025: N1,297 million).

There were no significant events after the reporting date that could affect the reported amount of assets and liabilities as of the reporting date.

1. Disclosure of customer complaints in financial statements for the period ended 30 June 2026

   Description	Number		Amount claimed		Amount refunded
   In millions of Naira	30 June 2026	31 December 2025	30 June 2026 N' m	31 December 2025 N' m	30 June 2026 N' m	31 December 2025 N' m
   Pending complaints brought forward	499	1,403	92,766	72,277	-	-
   Received Complaints	7,914	7,599	12,106	49,586	-	-
   Resolved Complaints	6,780	8,503	37,661	29,097	4,010	9,204
   Unresolved Complaints	1,633	499	67,211	92,766	-	-

2. Human resources

   1. Employment of disabled persons

      The Group maintains a policy of giving fair consideration to the application for employment made by disabled persons with due regard to their abilities and aptitude. The Group's policy prohibits discrimination against disabled persons in the recruitment, training and career development of its employees. In the event of members of staff becoming disabled, efforts will be made to ensure that their employment continues and appropriate training arranged to ensure that they fit into the Group's working environment.

   2. Health, safety and welfare at work

      The Group enforces strict health and safety rules and practices at the work environment, which are reviewed and tested regularly. The COVID-19 pandemic also presented an opportunity for the Group to enhance its health and safety protocols in all its operating locations. The Group has retained Hospitals used by staff and immediate family members.

      Fire prevention and fire-fighting equipment are installed in strategic locations within the Group's premises, while occassional fire drills are conducted to create awareness amongst staff.

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

   3. Employee training and development

      The Group ensures, through various fora, that employees are informed on matters concerning them. Formal and informal channels are also employed in communication with employees with an appropriate two-way feedback mechanism.

      In accordance with the Group's policy of continuous development, training facilities are provided in well-equipped training centres. These are complemented by on-the-job training.

   4. Gender analysis of staff

      The average number of employees of the Bank during the period by gender and level is as follows;

      1. Analysis of total employees

         Gender Gender

         		Number			Percentage
         	Male	Female	Total		Male	Female
         Employees	4,152	5,328	9,480		44 %	56 %
         	4,152	5,328	9,480		44 %	56 %
         					9
         (b) Analysis of Board and top management staff
         		Gender			Gender
         		Number			Percentage
         Board members	Male	Female	Total		Male	Female
         (Executive and Non-executive directors)	9	5	14		64 %	36 %
         Top management staff (AGM-GM)	83	41	124		67 %	33 %
         	92	46	138		67 %	33 %
         (c) Further analysis of board and top management staff
         		Gender			Gender
         		Number			Percentage
         	Male	Female	Total		Male	Female
         Assistant general managers	51	28	79		65 %	35 %
         Deputy general managers	20	9	29		69 %	31 %
         General managers	12	4	16		75 %	25 %
         Board members (Non-executive directors)	5	3	8		63 %	38 %
         Executive Directors (excluding MD)	4	1	5		80 %	20 %
         Managing Director/CEO	-	1	1		- %	100 %
         	92	46	138		67 %	33 %

         Directors' Report

         for the six month period ended 30 June 2026

3. Fraud and Forgeries

   The Bank has complied with the requirement to render monthly returns on fraud and forgeries to the Central Bank of Nigeria in accordance with Section 24 of the Banks and Other Financial Institutions Act 2020 and relevant circulars and guidelines issued by the Central Bank of Nigeria. During the period, a total of 171 fraud cases were reported, which resulted in actual loss of N376 million to the Bank. The loss incurred has been appropriately recognized in Note 12 to the financial statements

4. Auditors

   The auditors, Messrs Pricewaterhousecoopers, having satisfied the relevant corporate governance rules on their tenure in office, have indicated their willingness to continue in office as auditors to the Bank. In accordance with section 401 (2) of the Companies and Allied Matters Act of Nigeria 2020, therefore, the auditors will be reappointed at the next annual general meeting of the Bank without any resolution being passed.

   By order of the Board

   
   
   

   ; Michael Osilama Otu Esq.

   Company Secretary July 29, 2026

   FRC/2013/MULTI/00000001084

   Statement of Corporate Responsibility in Relation to the Financial Statements for the six month period ended 30 June 2026

   In line with the provision S. 405 of CAMA 2020 we have reviewed the audited financial statements of the Bank for the period ended 30 June 2026 and based on our knowledge confirm as follows:

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

   2. The audited financial statements and all other financial information included in the financial statements fairly present, in all material respects the financial condition and results of operation of the Bank as of and for the period ended 30 June 2026.

   3. The Bank's internal controls has 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 30 June 2026.

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

      1. there are no material weaknesses in the design or operation of the Bank's internal controls which could adversely affect the Bank's ability to record process and summarise and report financial data, and have discussed with the auditors any weakness 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.

29 July 2026

Durosinmi Abiodun Akanbi

Chief Financial Officer FRC/2013/ICAN/00000001308

Dame (Dr.) Adaora Umeoji, OON

Group Managing Director / CEO FRC/2024/PRO/DIR/003/967545

for the six month period ended 30 June 2026

1. Introduction

   Zenith Bank conducts its business in line with the highest level of Corporate Governance and best practice. The Group's governance practices which are replicated across its subsidiary companies are constantly reviewed to ensure that we keep pace with global standards as well as changes occasioned by the dynamics in the business environment.

2. The Directors and other key personnel

   During the year under review, the Directors and other key personnel of the Bank complied with the following Codes of Corporate Governance, which the Bank subscribes to:

   1. The Central Bank of Nigeria (CBN) issued Code of Corporate Governance for Banks and Discount Houses in Nigeria 2014 together with the Guidelines issued in pursuant to the code.

   2. The Securities and Exchange Commission (SEC) issued Code of Corporate Governance for public companies.

   3. The National Code of Corporate Governance for Public Companies which became effective in January 2019.

      In addition to the above Codes, the Bank complies with relevant disclosure requirements in other jurisdictions where it operates.

3. Shareholders

The Bank has a diverse shareholding structure with no single ultimate individual shareholder directly holding more than 17% of the Bank's total shares.

4 Board of Directors

The Board has the overall responsibility for setting the strategic direction of the Bank and for oversight of Senior Management. It also ensures that good Corporate Governance processes and best practices are implemented across the Bank and the Group at all times.

The Board of the Bank consists of persons of diverse disciplines and skills, chosen on the basis of professional background and expertise, business experience and integrity as well as knowledge of the Bank's business.

Directors are fully abreast of their responsibilities and knowledgeable in the business and are therefore able to exercise good judgment on issues relating to the Bank's business. They have on the basis of this acted in good faith with due diligence and skill and in the overall best interest of the Company and relevant stakeholders during the year under review.

The Board has a Charter which regulates its operations. The Charter was recently reviewed in line with the Corporate Governance Guidelines.

1. Board structure

   The Board is made up of a Non-Executive Chairman, Seven (7) Non-Executive Directors and Six (6) Executive Directors including the GMD/CEO. Four (4) of the Non-Executive Directors are Independent Directors, appointed in compliance with the Central Bank of Nigeria (CBN) circular on Appointment of Independent Directors by Banks.

   The Group Managing Director/Chief Executive is responsible for the day to day running of the Bank and oversees the Group structure, assisted by the Executive Committee (EXCO). EXCO comprises the Executive Directors, and the Group Managing Director/Chief Executive as its Chairman.

2. Responsibilities of the Board

   The Board is responsible for the following amongst others:

   1. reviewing and approving the Bank's strategic plans for implementation by management;

   2. reviewing and approving the Bank's financial statements;

   3. reviewing and approving the Bank's financial objectives, business plans and budgets, including capital allocations and expenditures;

   4. monitoring corporate performance against the strategic plans and business, operating and capital budgets;

   5. implementing the Bank's succession planning;

   6. approving acquisitions and divestitures of business operations, strategic investments and alliances and major business development initiatives;

   7. approving delegation of authority for any unbudgeted expenditure;

   8. setting the tone for and supervising the Corporate Governance Structure of the Bank, including corporate structure of the Bank and the Board and any changes to the strategic plans of the Bank and the Group;

   9. assessing its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors.

      The membership of the Board during the period is as follows:

      Board of Directors

      Name Date of Appointment

      Jim Ovia, CFR. - (Retired)* April 2, 2014

      Engr. Mustafa Bello - (Chairman)** December 29, 2017

      Dr. Al-Mujtaba Abubakar, MFR - (Ind.NED) August 1, 2019 Dr. Omobola Ibidapo-Obe Ogunfowora - (Ind.NED) June 30, 2021 Mr Chuks Emma Okoh - (NED) April 12, 2022

      Dr. Peter Olatunde Bamkole - (Ind. NED) April 12, 2022

      Dame (Dr.) Adaora Umeoji,OON - (GMD) October 9, 2012 and Appointed GMD/CEO June 1, 2024 Dr. (Mrs.) Adobi Nwapa - (ED) April 12, 2022

      Mr. Akindele Ogunranti - (ED) April 12, 2022

      Dr. Juliet Ehimuan - (NED) August 29, 2023

      Mr. Lawani Adamu - (ED) April 24, 2024

      Mr. Louis Odom - (ED) April 24, 2024

      Ms. Pamela Yough - (NED) April 30, 2024

      Dr. Rislana Kanya Abdulazeez -(NED) September 24, 2025

      Mr. Kennedy Onuwa Okwudili- (ED)*** May 01, 2026

      *Jim Ovia, CFR retired from the Board effective 29 April 2026.

      **Engr. Mustapha Bello was appointed Chairman to the Board on 29 April 2026.

      ***Mr. Kennedy Onuwa Okwudili was appointed to the Board on 01 May 2026.

      The Board meets at least once every quarter but may hold extra-ordinary sessions to address urgent matters that require the attention of the Board.

3. Roles of Chairman and Chief Executive

   The roles of the Chairman and Chief Executive are separate and no one individual combines the two positions. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions and provide advice to promote the success of the Bank. The Chairman also facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non-Executive Directors, both inside and outside the Boardroom.

   The Board has delegated the responsibility for the day-to-day management of the Bank to the Group Managing Director/Chief Executive Officer, who is supported by Executive Management. The Group Managing Director executes the powers delegated to him in accordance with guidelines approved by the Board of Directors. The Executive Management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews group performance, matters of strategic concern and any other matter it regards as material.

4. Director Nomination Process

   The Board Governance Nomination and Remuneration Committee is charged with the responsibility of leading the process for Board appointments and for identifying and nominating suitable candidates for the approval of the Board.

   With respect to new appointments, the committee identifies, reviews and recommends candidates for potential appointment as Directors. In identifying suitable candidates, the Committee considers candidates on merit against objective criteria and with due regard to diversity on the Board, including gender as well as the balance and mix of appropriate skills and experience.

   Shareholding in the Bank is not a criterion for the nomination or appointment of a Director. The appointment of Directors is subject to the approval of the shareholders and the Central Bank of Nigeria.

5. Induction and continuous training

Upon appointment to the Board and to Board Committees, all Directors receive an induction tailored to meet their individual requirements.

The induction, which is facilitated by the Company Secretary, may include meetings with senior management staff and key external advisors, to assist Directors in acquiring a detailed understanding of the Bank's operations, its strategic plan, its business environment, the key issues the Bank faces, and to introduce Directors to their fiduciary duties and responsibilities.

The Bank attaches great importance to training its Directors and for this purpose, continuously offers training and education from onshore and offshore institutions to its Directors, in order to enhance their performance on the Board and the various committees to which they belong.

1. Board Committees

   The Board carries out its oversight functions using its various Board Committees. This makes for efficiency and allows for a deeper attention to specific matters for the Board.

   Membership of the Committees of the Board is intended to make the best use of the skills and experience of non-executive directors in particular.

   The Board has established the various Committees with well defined terms of reference and Charters defining their scope of responsibilities in such a way as to avoid overlap or duplication of functions.

   The Committees of the Board meet quarterly but may hold extraordinary sessions as the business of the Bank demands. The following are the current standing Committees of the Board:

   1. Board Credit Committee

      The Committee is currently made up of seven (7) members comprising four (4) Non-Executive Directors and three (3) Executive Directors of the Bank. The Board Credit Committee is chaired by a Non-Executive Director who is well versed in credit matters. The Committee considers loan applications above the level of Management Credit Committee. It also determines the credit policy of the Bank or changes therein.

      The membership of the Committee during the period is as follows:

      Mr. Chuks Emma Okoh - Chairman Dr. Al- Mujtaba Abubakar

      Dr.Peter Bamikole Pamela Mimi Yough Mr. Adamu Lawani Mr. Louis Odom

      Dame (Dr.) Adaora Umeoji, OON

      Terms of reference

      • To conduct a quarterly review of all collateral security for Board consideration and approval;

      • To recommend criteria by which the Board of Directors can evaluate the credit facilities presented from various customers;

      • To review the credit portfolio of the Bank;

      • To approve all credit facilities above Management approval limit;

      • To establish and periodically review the Bank's credit portfolio in order to align organizational strategies, goals and performance;

      • To evaluate on an annual basis the components of total credit facilities as well as market competitive data and other factors as deemed appropriate, and to determine the credit level based upon this evaluation;

      • To make recommendations to the Board of Directors with respect to credit facilities based upon performance, market competitive data, and other factors as deemed appropriate

      • To recommend to the Board of Directors, as appropriate, new credit proposals, restructure plans, and amendments to existing plans;

      • To recommend non-performing credits for write-off by the Board;

      • To perform such other duties and responsibilities as the Board of Directors may assign from time to time.

   2. Finance and General Purpose Committee

      This Committee is made up of Seven (7) members: four (4) Non-Executive Directors and three (3) Executive Directors. It is chaired by a non-executive Director. The Committee considers large scale procurement by the Bank, as well as matters relating to staff welfare, discipline, staff remuneration and promotion.

      The membership of the Committee during the period is as follows:

      Dr. Peter Olatunde Bamkole - Chairman Dr. Omobola Ibidapo-Obe Ogunfowora

      Dr. Juliet Ehimuan

      Dr. Rislana Kanya Abdulazeez Mr. Akindele Ogunranti

      Mrs. Adobi Stella Nwapa Dame (Dr.) Adaora Umeoji

      Terms of reference

      • Approval of large scale procurements by the Bank and other items of major expenditure by the Bank;

      • Recommendation of the Bank's Capital Expenditure (CAPEX) and major Operating Expenditure (OPEX) limits for consideration by the Board;

      • Consideration of management requests for branch set up and other business locations;

      • Consideration of management request for establishment of offshore subsidiaries and other offshore business offices;

      • Oversight responsibility with respect to the Bank and its subsidiary companies relating to material and strategic financial matters, including those related to investment policies and strategies, merger and acquisition transactions, financings, and structure including debts and equity securities, and credit agreements;

      • Consider the Group's financial risk management and major insurance program.

      • Overall tax planning activities and related developments;

      • Consider the ratings from Credit rating agencies.

      • Consideration of the dividend policy of the Bank and the declaration of dividends or other forms of distributions and recommendation to the Board;

      • Consideration of capital expenditures, divestments, acquisitions, joint ventures and other investments, and other major capital transactions;

      • Consideration of senior management promotions as recommended by the GMD/CEO;

      • Review and recommendations on recruitment, promotion, and disciplinary actions for senior management staff;

      • To discharge the Board's responsibility relating to oversight of the management of the health and welfare plans that cover the company's employees;

      • Review and recommendation to the Board, salary revisions and service conditions for senior management staff, based on the recommendation of the Executives;

      • Oversight of broad-based employee compensation policies and programs;

   3. Board risk management Committee

      The Board Risk Management Committee has oversight responsibility for the overall risk assessment of various areas of the Bank's operations and compliance.

      The Chief Risk Officer , the chief information security officer and the Chief Inspector have access to this Committee and make quarterly presentations for the consideration of the Committee. Chaired by Dr. Juliet Ehimuan, the Committee's membership comprises the following:

      Dr. Juliet Ehimuan - Chairman Engr. Mustapha Bello *

      Dr.Omobola Ibidapo-Obe Ogunfowora Dr. Peter Olatunde Bamkole

      Dr. Rislana Kanya Abdulazeez Mr. Louis Odom

      Mr. Adamu Lawani

      Mr. Akindele Ogunranti

      Dame (Dr.) Adaora Umeoji, OON

      * Engr. Mustafa Bello exited the committee upon his appointment as Board chairman. Terms of reference

      • The primary responsibility of the Committee is to ensure that sound policies, procedures and practices are in place for the risk-wide management of the Bank's material risks and to report the results of the Committee's activities to the Board of Directors;

      • Design and implement risk management practices, specifically provide ongoing guidance and support for the refinement of the overall risk management framework and ensuring that best practices are incorporated;

      • Ensure that management understands and accepts its responsibility for identifying, assessing and managing risk

      • Ensure and monitor risk management practices, specifically determine which enterprise risks are most significant and approve resource allocation for risk monitoring and improvement activities, assign risk owners and approve action plans;

      • Periodically review and monitor risk mitigation progress and periodically review and report to the Board of Directors:

        1. the magnitude of all material business risks;

        2. the processes, procedures and controls in place to manage material risks; and

        3. the overall effectiveness of the risk management process;

      • Ensure the implementation of the approved cyber security policies, standards and delineation of cybersecurity responsibilities.

      • Ensure that cybersecurity processes are conducted in line with the business requirements, applicable laws and regulation.

      • Engage the Chief Information Security Officer (CISO) whose duties includes amongst others - responsibility for the implementation of approved cybersecurity policies and standards as well as to focus on the Bank-wide cybersecurity activities and the mitigation of cybersecurity risks in the Bank.

      • Facilitate the development of a comprehensive risk management framework for the Bank and develop the risk management policies and processes and enforce its compliance;

      • Provide oversight for the Bank's IT governance and Cybersecurity programme, including value delivery, strategic alignment, framework for performance management, resource management and policies;

      • Review, approve and provide oversight for the bank's sustainability policy and banking principles and practices to ensure compliance with globally accepted standards.

      • Perform such other duties and responsibilities as the Board of Directors may assign from time to time.

   4. Board Audit and Compliance Committee

      The Committee comprises Non-Executive Directors only and is chaired by - Dr. Al-Mujtaba Abubakar, who is well experienced and knowledgeable in financial matters. The Chief Inspector and Chief Compliance Officer have access to this Committee and make quarterly presentations for the consideration of the Committee.

      The Committee's membership comprises the following:

      Dr. Al-Mujtaba Abubakar, MFR - Chairman Engr. Mustafa Bello*

      Dr. Omobola Ibidapo-Obe Ogunfowora Mr. Chuks Okoh

      Dr. Rislana Kanya Abdulazeez

      * Engr. Mustafa Bello exited the committee upon his appointment as Board chairman. Committee's terms of reference

      The Board Audit and Compliance Committee has the following responsibilities as delegated by the Board of Directors:

      • Ascertain whether the accounting and reporting policies of the Bank are in accordance with legal requirements and acceptable ethical practices;

      • Review the scope and planning of audit requirements including the review of the external audit plan;

      • Review the findings on management matters (Management Letter) in conjunction with the external auditors and Management's responses thereon;

      • Review the effectiveness of the Bank's system of accounting and internal control;

      • Make recommendations to the Board regarding the appointment, removal and remuneration of the external auditors of the Bank

      • Authorize the internal audit function to carry out investigations into any activities of the Bank which may be of interest or concern to the Committee;

      • Assist in the oversight of compliance with legal and other regulatory requirements, assessment of qualifications and independence of the external auditors and performance of the Bank's internal audit function as well as that of the external auditors;

      • Ensure that the internal audit function is firmly established and that there are other reliable means of obtaining sufficient assurance of regular review or appraisal of the system of internal control in the Bank;

      • Oversee management's processes for the identification of significant fraud risks across the Bank and ensure that adequate prevention, detection and reporting mechanisms are in place

      • On a quarterly basis, obtain and review reports by the internal auditor on the strength and quality of internal controls, including any issues or recommendations for improvement, raised during the most recent control review of the Bank;

      • Discuss and review the Bank's unaudited quarterly and annual financial statements with management and external auditors to include disclosures, management control reports, independent reports and external auditors' reports before submission to the Board, in advance of publication

      • Meet separately and periodically with management, the internal auditor and the external auditors, respectively;

      • Review and ensure that adequate whistle - blowing procedures are in place and that a summary of issues reported is highlighted to the Board, where necessary;

      • Review with external auditors, any audit scope limitations or problems encountered and management responses to them;

      • Review the independence of the external auditors and ensure that they do not provide restricted services to the Bank;

      • Appraise and recommend the appointment of internal auditor of the Bank to the Board and review his/her performance annually;

      • Review the response of management to the observations and recommendation of the Auditors and Bank regulatory authorities;

      • Agree Internal Audit Plan for the year with the Internal auditor and ensure that the internal audit function is adequately resourced and has appropriate standing within the Bank

      • Undertake quarterly review of Internal Audit progress against Plan for the year as well as outstanding agreed actions including following up

      • Develop a comprehensive internal control framework for the Bank and obtain assurances on the operating effectiveness of the Bank's internal control framework;

      • Establish management's processes for the identification of significant fraud risks across the Bank and ensure that adequate prevention, detection and reporting mechanisms are in place;

      • Liaise with the Internal Auditor to develop the Internal Audit Plan for the year and ensure that the internal audit function is adequately resourced to carry out the plan;

      • Review the report of the Chief Compliance Officer as it relates to Anti-Money Laundering policies of the Bank and other law enforcement issues.

      • The Chief Inspector and the Chief Compliance Officer makes quarterly presentation to the Committee, in addition to reporting to the Group Managing Director. The Chief Inspector and the Chief Compliance Officer also have unrestricted access to the Chairman of the Committee;.

      • Review and discuss external suspicious activity/transaction reports (SARs) submitted by the Chief Compliance officer with a view to making recommendations to the Board.

      • Review and discuss recommendations from the Compliance Group on ways to enhance the company's compliance with statutes, rules and directives of the relevant regulatory agencies, most especially the Nigerian Financial Intelligence Unit (NFIU).

      • Ensure the generation and submission, in due time, of external suspicion activity/transaction reports (SARs) and submit same to the Nigerian Financial Intelligence Unit (NFIU) and other relevant Regulatory Authorities in accordance with the AML/CFT/CPF rules or any other relevant legislation in force at the time.

      • Perform such other duties and responsibilities as the Board of Directors may assign from time to time.

   5. Board Governance, Nomination and Remuneration Committee

      The Committee is made up of six (6) Non-Executive Directors and is chaired by an Independent Non-Executive Director. The membership of the Committee is as follows:

      Dr.Omobola Ibidapo-Obe Ogunfowora - (Chairman) Engr. Mustafa Bello *

      Dr. Al-Mujtaba Abubakar, MFR Mr. Chuks Okoh

      Dr. Juliet Ehimuan Pamela Mimi Yough

      * Engr. Mustafa Bello exited the committee upon his appointment as Board chairman. Committee's terms of reference

      • Determine a fair, reasonable and competitive compensation practices for Executive officers and other key employees of the Bank which are consistent with the Bank's objectives;

      • Determine the quantum and structure of compensation and benefits for Non-Executive Directors, Executive Directors and senior management of the Group;

      • Ensure the existence of an appropriate remuneration policy and philosophy for Executive Directors, Non-Executive Directors and staff of the Group;

      • Review and recommend for the Board's ratification, all terminal compensation arrangements for Directors and senior management;

      • Recommend appropriate compensation for Non-Executive Directors for Consideration by the Board and at the Annual General Meeting;

      • Review and approve any recommended compensation actions for the Company's Executive Committee members, including base salary, annual incentive bonus, long-term incentive awards, severance benefits, and perquisites;

      • Review and continuously assess the size and composition of the Board and Board Committees, and recommend the appropriate Board structure, size, age, skills, competencies, composition, knowledge, experience and background in line with needs of the Group and diversity required to fully discharge the Board's duties;

      • Recommendation of membership criteria for the Group Board, Board Committees and subsidiary companies Boards.

      • Identification at the request of the Board of specific individuals for nomination to the Group and subsidiary companies Boards and to make recommendations on the appointment and election of New Directors (including the Group MD) to the Board, in line with the Group's approved Director Selection criteria

      • Review of the effectiveness of the process for the selection and removal of Directors and to make recommendations where appropriate;

      • Ensuring that there is an approved training policy for Directors, and monitoring compliance with the policy;

      • Review and make recommendations on the Group's succession plan for Directors and other senior management staff for the consideration of the Board;

      • Monitor compliance by Directors and staff of the Group's code of ethics and business conduct;

      • Review the Group's organization structure and to make recommendations to the Board for approval;

      • Review and agree at the beginning of the year, of the key performance indicators for the Group MD and Executive Directors;

      • Ensure that the Group has a succession policy and plan in place for the Chairman of the Board, the MD/CEO and all other EDs, NEDs, and Senior Management positions to ensure leadership continuity in the Group.

      • Review and make recommendations on the recruitment, promotions and disciplinary actions for Executive Management level personnel.

      • Ensure that board evaluation reports of subsidiaries are formally discussed and documented as a way of radiating sound governance practices across the Group.

      • Ensure annual review or appraisal of the performance of the Board is conducted. This review/appraisal covers all aspects of the Board's structure, composition, responsibilities, individual competencies, Board operations, Board's role in strategy setting, oversight over corporate culture, monitoring role and evaluation of management performance and stewardship towards shareholders etc.

   6. Audit Committee of the Bank

      The Committee is established in line with section 404(2) (CAMA 2020). The Committee's membership consists of three (3) representatives of the shareholders elected at the Annual General Meeting (AGM) and two (2) Non-Executive Directors. The Committee is chaired by a shareholder's representative. The Committee meets every quarter, but could also meet at any other time, should the need arise.

      The Chief Inspector, the Chief Financial Officer, as well as the External Auditors are invited from time to time to make presentation to the Committee. All members of the Committee are financially literate.

      The membership of the Committee is as follows:

      Shareholders' representative

      Mrs. Adebimpe Balogun - (Chairman) Prof (Prince) L.F.O Obika

      Mr. Michael Olusoji Ajayi

      Non-Executive Directors / Director's Representatives Dr. Al-Mujtaba Abubakar

      Engr. Mustafa Bello*

      * Engr. Mustafa Bello exited the committee upon his appointment as Board chairman. Committee's terms of reference

      • To meet with the independent auditors, chief financial officer, internal auditor and any other Bank executive both individually and/or together, as the Committee deems appropriate at such times as the Committee shall determine to discuss and review:

      • The Bank's quarterly and audited financial statements, including any related notes, the Bank's specific disclosures and discussion under "Managements Control Report" and the independent auditors' report, in advance of publication;

      • The performance and results of the external and internal audits, including the independent auditor's management letter, and management's responses thereto;

      • The effectiveness of the Bank's system of internal controls, including computerized information systems and security; any recommendations by the independent auditor and internal auditor regarding internal control issues and any actions taken in response thereto; and, the internal control certification and attestation required to be made in connection with the Bank's quarterly and annual financial reports;

      • Such other matters in connection with overseeing the financial reporting process and the maintenance of internal controls as the committee shall deem appropriate.

      • To prepare the Committee's report for inclusion in the Bank's annual report;

      • To report to the entire Board at such times as the Committee shall determine.

   7. Executive committee (EXCO)

      The EXCO comprises the Group Managing Director, Deputy Managing Director as well as all the Executive Directors. EXCO has the GMD/CEO as its Chairman. The Committee meets weekly (or such other times as business exigency may require) to deliberate and take policy decisions on the effective and efficient management of the Bank. It also serves as a first review platform for issues to be discussed at the Board level. EXCO's primary responsibility is to ensure the implementation of strategies approved by the Board, provide leadership to the Management team and ensure efficient deployment and management of the Bank's resources. Its Chairman is responsible for the day-to-day running and performance of the Bank.

   8. Other Committees

In addition to the afore-mentioned committees, the Bank has in place, other standing management committees. They include:

1. Management Committee (MANCO)

2. Assets and Liabilities Committee (ALCO)

3. Management Global Credit Committee(MGCC)

4. Sustainability Steering Committee (SSC)

5. Information Security Steering Committee

1. Management Committee (MANCO)

   The Management Committee comprises the senior management of the Bank and has been established to identify, analyze, and make recommendations on risks arising from day-to-day activities. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with. Members of the management committee make contributions to the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented. They meet weekly and as frequently as the need arises.

2. Assets and Liabilities Committee (ALCO)

   The ALCO is responsible for the management of a variety of risks arising from the Bank's business including 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. The members of the Committee include the Group Managing Director, Executive Directors, the Treasurer, the Head of Financial Control, Group Head, Risk Management Group and a representative of the Assets and Liability Management Unit. A representative of the Asset and Liability Management Department serves as the secretary of this Committee.

   The Committee meets weekly and as frequently as the need arises.

3. Management Global Credit Committee(MGCC)

   The Management Global Credit Committee is responsible for ensuring that the Bank complies with the credit policy guide as established by the Board. The Committee also makes contributions to the Board Credit Committee. The Committee can approve credit facilities to individual obligors not exceeding in aggregate a sum as pre-determined by the Board from time to time. The Committee is responsible for reviewing and approving extensions of credit, including one-obligor commitments that exceed an amount as may be determined by the Board. The Committee reviews the entire credit portfolio of the Bank and conducts periodic assessment of the quality of risk assets in the Bank. It also ensures that adequate monitoring of performance is carried out. The secretary of the committee is the Head of the Credit Administration Department.

   The Committee meets weekly or at such other times, depending on the number of credit applications to be considered. The members of the Committee include the Group Managing Director, the Executive Directors and all divisional and group heads.

4. Sustainability Steering Committee (SSC)

   This Committee is responsible for regular analysis and review of sustainable Banking policies and practices within the Bank to ensure compliance with globally acceptable economic, environmental and social norms.

   The Bank, recognizing that every institution is as strong as the strength of its relationship and that the ability to nurture existing relationships and develop new ones will invariably play a significant role in the financial stability of the organization. Therefore, the Bank believes that an organization must forge a closer relationship with its stakeholders, including customers, employees, local communities, suppliers, among others, to ensure triple bottom line profit. The Committee presents quarterly reports to the Board Risk Management Committee and also ensures that the Committee's decisions and policies are implemented. The members of the Committee include representatives from various marketing and operations departments and groups within the Bank as well as the CSR and Research Group.

5. Information Security Steering Committee

The information security steering committee is responsible for the governance of the cybersecurity programme. The Committee is also responsible for providing oversight and ensure alignment between information security strategy and company objectives. Assessing the adequacy of resources and funding to sustain and advance successful security programs and practices for identifying, assessing, and mitigating cybersecurity risks across all business functions. The Committee review company policies pertaining to information security and cyber threats, taking into account the potential for external threats, internal threats, and threats arising from transactions with trusted third parties and vendors. Review of privacy and information security policies and standards and review the ramifications of updates to policies and standards as well as establish standards and procedures for escalating significant security incidents to the ISSC, Board, other steering committees, government agencies, and law enforcement agencies, as appropriate.

Membership of the Committee

The Information Security Steering Committee shall be comprised of:

1. Group Managing Director / CEO

2. Executive Directors

3. Chief Information Officer

4. Chief Inspector

5. Chief Risk Officer(CRO)

6. Chief Financial Officer(CFO)

7. Head of InfoTech - Software

8. Head of InfoTech - Engineering

9. Group Head Retail

10. Chief Information Security Officer(CISO)

11. Head of IT Audit

12. Information Security Officer

13. Head of Risk Management

14. Head of Card Services

15. Representatives of Marketing Group

11. Policy on trade in the Bank's securities

The Bank has a policy on trading on the Bank's Securities by Directors and other key personnel of the Bank. This is to guide against situations where such personnel in possession of confidential and price sensitive information deal with Bank's securities in a manner that amounts to insider trading.

12 Relationship with shareholders

Zenith Bank maintains an effective communication with its shareholders, which enables them understand our business, financial condition, operating performance and trends. Apart from the Bank's annual report and accounts, proxy statements and formal shareholders' meetings, the Bank maintains a rich website (with suggestion boxes) that provide information on a wide range of issues for all stakeholders.

Also, a quarterly publication of the Bank and Group performance is produced in line with the disclosure requirements of the Nigerian Stock Exchange. The Bank has an Investors Relations Unit which holds regular forum to brief all stakeholders on operations of the Bank.

The Bank also, from time to time, holds briefing sessions with market operators (stockbrokers, dealers, institutional investors, issuing houses, stock analysts, mainly through investors conference) to update them with the state of business. These professionals, as advisers and purveyors of information, relate with and relay to the shareholders useful information about the Bank. The Bank also regularly briefs the regulatory authorities, and file statutory returns which are usually accessible to the shareholders.

1. Directors remuneration policy

   The Bank's remuneration policy is structured taking into account the environment in which it operates and the results it achieves at the end of each financial year. It includes the following elements:

   Non-Executive Directors

   • Components of remuneration is annual fee and sitting allowances which are based on levels of responsibilities.

   • Directors are also sponsored for training programmes that they require to enhance their duties to the Bank.

   • During the year under review, in addition to other programmes, all Directors attended the CFT/AML training programme to keep them abreast of recent trends in CFT and money laundering.

     Executive Directors

     The remuneration policy for Executive Directors considers various elements, including the following:

   • Fixed remuneration, taking into account the level of responsibility, and ensuring this remuneration is competitive with remuneration paid for equivalent posts in Banks of equivalent status both within and outside Nigeria.

   • Variable annual remuneration linked to the Zenith Bank financial results. The amount of this remuneration is subject to achieving specific quantifiable targets, aligned directly with shareholders' interest.

     MONITORING COMPLIANCE WITH CORPORATE GOVERNANCE

     Chief Compliance Officer

     The Chief Compliance Officer monitors compliance with money laundering requirements and the implementation of the Code of Corporate Governance of the Bank. He reports to the Board through the the Executive compliance officer(ECO).

     The Chief Compliance Officer and the Company Secretary forward regular returns to the Central Bank of Nigeria and other regulatory bodies on all whistle-blowing reports and also on corporate governance compliance.

     Whistle Blowing Procedures

     The Bank has a whistle-blowing procedure that ensures anonymity for whistle-blowers. The Bank has a direct link on the Bank's website, provided for the purpose of whistle-blowing.

     Internally, the Bank has a direct link on its intranet for dissemination of information, to enable members of staff report all identified breaches of the Bank's Code of Corporate Governance. All reports are investigated and necessary sanctions applied for breaches.

     Corporate Governance Report

     for the six month period Ended 30 June 2026

     Codes of Conduct

     The Bank has a Code of Professional Conduct for Employees, which all members of staff subscribe to upon assumption of duties with the Bank. The Bank also has a Code of Conduct for Directors.

2. Foreign Subsidiaries Governance Structure

   The Bank as at 30 June 2026 has six (6) foreign subsidiaries, two (2) local subsidiaries and one (1) representative office. Their activities are governed by the foreign subsidiaries governance structure put in place by the Group Head Office through the Group Governance Framework to ensure efficient and effective operations. The framework establishes the scope, method of performance management, periodic reviews and feedback mechanism for operating within the local laws in their respective jurisdiction.

   The activities of the subsidiaries are closely monitored by Zenith Bank Plc using the following strategies:

   Liaison and Oversight Function

   The Foreign Subsidiaries Department is charged with the responsibility of overseeing the growth and implementation of the Bank's global expansion strategy into new territories/regions. The Department serves as an interface between the Bank and its offshore subsidiaries. It also provides guidance on how to optimize synergy within the Group. Reports from the Group is presented to the Board at its quarterly meetings.

   Representation on the Subsidiary Board

   Zenith Bank Plc exercises control over the subsidiaries by maintaining adequate representation on the Board of each subsidiary. The representatives are chosen on the basis of professional competencies, business experience and integrity as well as knowledge of the Bank's business.

   The Board of Directors of the subsidiaries are responsible for reviewing and approving the strategic plans and financial objectives as well as monitoring the corporate performance against these objectives.

   Local Board and Board Committee

   To ensure that the activities of the subsidiaries reflects the same values, ethics, controls and processes, Zenith Bank Plc is represented by at least one (1) non-executive director in the local board and board committee of each foreign subsidiary. These directors provide effective oversight function over each subsidiary and ensure that there is consistency with the strategic direction of the Bank. They also act as a link with the parent board at the Group Head Office in Nigeria.

   Subsidiary Board Committees

   The Subsidiary Board meets at least every quarter and exercises oversight function on the business of each location through the following committee structure.

   • Board Credit Committee which is charged with the responsibility of considering the approval of new loans and renewal of existing ones above the threshold set for the Management Credit Committee. It also determines the credit policy or changes therein.

   • Board Risk Management Committee which has oversight responsibility for the overall risk management of various areas of the Bank's operations and compliance. This includes advising the Board on risk-related matters arising from its business.

   • Board Audit and Compliance Committee is responsible for the review of accounting and reporting policies to ensure compliance with regulatory and financial reporting requirements. The Board, through the committee exercise oversight on the Compliance and AML/CFT activities of the Bank. Overall, it monitors the effectiveness of the Bank's system of internal control to safeguard its assets for shareholders.

   • Board Governance, Nomination and Remuneration Committee (BGNRC) saddled with the responsibility of determining a fair, reasonable and competitive remuneration structure for senior management of the Bank as well as administering the Governance structure for the Bank.

   • Board Staff Welfare, Finance & General Purpose Committee has the responsibility of approving large scale procurements by the Bank, as well as matters relating to staff welfare, discipline, staff remuneration and promotion.

   Management of Subsidiaries

   Zenith Bank Plc appoints one of its senior management staff to act as the Managing Director of each subsidiary. Other key staff are seconded to assist the managing director in the supervision of critical departments of the Bank.

   The objective of this management structure is to ensure that the core values and principles of the Zenith Bank brand are instilled seamlessly across its offshore subsidiaries. It also offers the Group an opportunity to adopt a uniform culture of best practices in the area of corporate governance, technology, controls and customer service excellence.

   Monthly and Quarterly Reports

   The subsidiaries furnish Zenith Bank Plc with monthly and quarterly reports on their business and operational activities. These reports covers the subsidiaries' financial performance, risk assessment, regulatory and compliance matters amongst others. The reports are analyzed and presented to Executive Management and the Group Board of Directors for decision making and fulfilment of its oversight function.

   Group Performance & Strategy Review/Budget Session

   The Managing Directors and senior management team of the respective Subsidiaries of the Bank attend the annual Group's Performance & Strategy Review/Budget Session during which their performances are analyzed and recommendations made towards achieving continuous improvement in financial, social and environmental performance. The annual budget of the subsidiaries are discussed at this session. This session also serves as a forum for sharing business ideas, tapping into identified synergy within the Group and disseminating information on relevant best practices that could enhance our sustained growth in the Banking landscape.

   Annual Internal Control Audit

   The Internal Control & Audit Department of Zenith Bank Plc carries out an annual audit of each of the offshore subsidiaries in line with the Group's Annual Audit Programme. This audit exercise covers all operational areas of the subsidiaries and the outcome is discussed with Executive Management at the home office for timely intervention on identified lapses. It is important to note that this exercise is distinct from the daily operations audit carried out by the respective internal audit unit within the subsidiaries

   Annual Loan Review/Audit

   This audit is carried out by the Loan Review & Monitoring Unit of Zenith Bank Plc. The core areas of concentration during this audit exercise include asset quality assessment, loan performance, review of security pledged, loan conformity with credit policy, documentation check and review of central liability report among others

   Group Compliance Function

   Zenith Bank Plc is committed to complying with regulatory requirements in all locations where it operates. To this end, The Bank's Compliance Group monitors ongoing developments in the regulatory environment of each location where it operates and ensuring compliance with same. This include conducting periodic compliance checks on each subsidiary annually to ascertain compliance with local banking laws and regulations.

   Report of External Auditors

   In line with global best practices and regulatory guidelines, the Bank undertakes the review of Management letters from external Auditors on periodic audit of the subsidiary companies. This is to ensure that all exceptions are complied with and for implementation of the Auditors' recommendations.

3. Complaints Management Policy

   The Bank has put in place a complaints management policy framework to resolve complaints arising from issues covered under the Investments and Securities Act, 2007 (ISA). This can be found on the Bank's website.

4. Schedule of board and board committees meeting held during the period

   The table below shows the frequency of meetings of the Board of directors, board committees and members' attendance at these meetings during the period under review.

   Directors	Board	Board credit committee	Finance and general purpose committee	Board governance, nomination and remuneration committee	Board risk management committee	Board audit and compliance committee
   Attendance/no of meetings	3	2	2	2	2	2
   Jim Ovia, CFR*	3	N/A	N/A	N/A	N/A	N/A
   Engr.Mustafa Bello**	3	N/A	N/A	2	2	2
   Dr. Al-Mujtaba Abubakar, MFR	3	2	N/A	2	N/A	2
   Dr. O. Ibidapo-Obe Ogunfowora	3	N/A	2	2	2	2
   Mr Peter Bamkole	3	2	2	N/A	2	N/A
   Mr Chuks Emma Okoh	3	2	N/A	2	N/A	2
   Dr. Juliet Ehimuan	3	N/A	2	2	2	N/A
   Ms. Pamela Yough	3	2	N/A	2	N/A	N/A
   Dr. Rislana Kanya Abdulazeez	3	N/A	2	N/A	2	2
   Dame Dr.Adaora Umeoji, OON	3	2	2	N/A	2	N/A
   Dr. (Mrs.) Adobi Nwapa	3	N/A	2	N/A	N/A	N/A
   Mr. Akindele Ogunranti	3	N/A	2	N/A	2	N/A
   Mr. Adamu Lawani	3	2	N/A	N/A	2	N/A
   Mr. Louis Odom	3	2	N/A	N/A	2	N/A
   Mr. Kennedy Onuwa Okwudili ***	1	N/A	N/A	N/A	N/A	N/A

   Note:

   * Jim Ovia, CFR retired from the Board effective 29 April 2026

   ** Engr. Mustapha Bello was appointed Chairman to the Board on 29 April 2026

   *** Mr Kennedy Onuwa Okwudili was appointed to the Board on 01 May 2026 N/A - Not Applicable (Not a Committee member)

   Dates for Board and Board Committee meetings held within the year to 30 June 2026

   Board meetings	Board credit committee meeting	Finance and general purpose committee	Board Risk Management committee Meeting	Board Audit and Compliance Committee Meeting	Board Governance, Nomination and Remuneration Committee	Audit committee meeting of the bank
   29-Jan-26	28-Jan-26	27-Jan-26	27-Jan-26	26-Jan-26	26-Jan-26	26-Jan-26
   27-Apr-26	23-Apr-26	22-Apr-26	22-Apr-26	24-Apr-26	22-Apr-26	24-Apr-26
   05-May-26

5. Audit Committee

The table below shows the frequency of meetings of the audit committee and members' attendance at these meetings during the period under review. Number of meetings held during the period:

SR - Shareholders representative

INED- Independent Non-Executive Director

* Engr. Mustafa Bello exited the committee upon his appointment as Board chairman.

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

The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act, (CAMA 2020) of Nigeria and for such internal control as the directors determines necessary to enable the preparation of financial statements that are free from material misstatements whether due to fraud or error.

The Directors have assessed the Bank's and Group's ability to continue as a going concern and have no reason to believe that the Bank and the Group will not remain a going concern for at least a year from the date of approval of the financial statements.

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:

Engr. Mustafa Bello Chairman

FRC/2026/PRO/DIR/003/693530 29 July, 2026

Dame (Dr.) Adaora Umeoji, OON Group Managing Director / CEO FRC/2024/PRO/DIR/003/967545 29 July, 2026

for the six month period ended 30 June 2026

In compliance with Section 407(1) Companies and Allied Matters Act of Nigeria 2020, we have reviewed the consolidated and separate financial statements of Zenith Bank Plc for the period ended 30 June 2026 and hereby state as follows:

1. The scope and planning of the audit were adequate in our opinion;

2. The accounting and reporting policies of the Group and Bank conformed with the statutory requirements and agreed ethical practices;

3. The internal control and internal audit functions were operating effectively; and

4. The external auditor's findings as stated in the management letter are being dealt with satisfactorily by the management.

5. Related party balances and transactions have been disclosed in Note 36 to the financial statements in accordance with requirements of the IFRS Accounting standards and directives issued by the Central Bank of Nigeria (CBN) as contained in the Prudential Guidelines for Deposit Money Banks in Nigeria and Circular on Disclosure of insider related credits in financial statements BSD/1/2004.

Dated 27th July, 2026.

Mrs. Adebimpe Balogun Chairman Audit Committee FRC/2017/CITN/00000017467

MEMBERS OF THE COMMITTEE

Shareholders Representative

1. Mrs Adebimpe Balogun - Chairman

2. Mr. Michael Olusoji Ajayi

3. Prof. (Prince) L.F.O Obika Directors· Representative Non-Executive Director

1. Dr. Al-Mujtaba Abubakar, MFR

2. Engr. Mustafa Bello*

* Engr. Mustafa Bello exited the committee upon his appointment as Board chairman.

Report on the audit ofthe interim consolidated and separate financial statements

In ouropizioa, tke iateriza coaao!idated aod separate fioaocial statea eats give a tzue aad fair view oftke oooaoidated aod aepazate fiozaciel poaitioo of Zetñtk BaokPIc{"tbebaa¥"'} aadits aubaidiaries(together"tbe szoup"} aa at go 8uoe eos5, aod oftbeiz nss•i‹a•t• aztdeepazate 6oaacid pazfurmaoee aad tkeI

Plnannial Bnpo and the requirement ofthe Companies and AilicdMatten Act, the Banka and Other Pinaaclal Inaitutions Act and tho financial Reportlng Coun&1 of@geria (Amendment) Act, zoi3.

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*

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8

• the interim consolidated and sepante aate»ie offinancial position in at go June aos6;

  
  
  
  
  
  
  
  
  

  0

  I

  1

  8

• in to theinnsmnnlidat&«nd»›amtcenanciiia:scents, i••i•o«summarya

  material aooounting policies.

  We conducted our audit inaccordance witii hrternationalstandardson Auditing(ISAa). Onrresponsibilltias underthoae eandar& am ftirtber described inthe Auditors reopona es foitbo audltoftho Interim

  Webelieve that the audit evidence wehave obtained is»unkieat and appropriaieto pnwide abaais for nur

  opinion.

  We are independent ofthe Grotip inaccordance with the Intemadooal Code ofBthiea forPixifeealonal

  audit matters are those matters that, inour professional judgement, were ofsea algnificanoe inour audit

  oftfie ioteriza co«»• /•+ aod separate Ooaacial statameota oftbe cuzzeot period. 3bwe mattezswere

  
  
  
  
  

  addressed inthe context ofour audit ofthe interior consolidated andaeparate finaaelal statements as awhole, end infirming our opinion thereon, and we do not provide aseparate opinion ontheae rnsttero.

  TO expected credit l009g¥ 0wB00g OO f08oB aad advaasee to cuatomeze ia a âejr audit zaattez iatbe caasoJidated aodseparate ñaaocaI statemeata because

  subjective and involved the exercise of significant judgments.

  implementationof‹xintrols relating to the determinaaon

  
  
  

  To aasm managements determination ofDPD e1asaifi‹ation incorporated us inputa hito loan ataginJ as weMmmtbrPDmod weaebdwdaeempoofcuenmom aadperñ›zmedtke fzsflowiog pzooedure8:

• te8ted tke aoetuaqy ofDPD mlculaaoos uaiag

  as at to Juae sos6 was .so NoaaadNzo,o6g I • • nmlnnñ_ customer specific inforinaaon to anseas

  billion for group andbank respectively. the associated ECL allowann onloans and advances to customer was Nss4 billion aad izt8g billion fazgroup aadbaak

  the appropriatenm ofmanagemenPs judgement in incorporating qualitative facton intoDPD bu&ct ciaadficadon;

  *• i • aaseaeed that DPD budzat claaai5catioos

  the by area of significaot judgment inthe calculation ofBCL istheDayaPast Due (DPD) budget claaaification, in it directly influmms impairment

  determizted were appzoptlataly zeflectad izt tlte PD

  model inputn; and

• mseaaed the applications ofthe DPDbueJot With tire asaiatanee of our modelling experts, we:

  ZPZS g, aadizt estshIiehiz›g zIaL gtoupioga fortbe

  ••l«iI» on ofkey credit parameters Including

  Pmbablliiy ofdefault(PD). This process involves

  inherently suaceptibloto management bias, which i • e«duatedtbe appzopziatwwx «ae ZBR9 g

  oouldmateriallyaftéct thu clsaaifiention andriak aegmentatlon ofloam en well an the rélated

  volume of forms and advance to euatomera, coupled with the subjectivity involved inDPD bucket

  clv •=ti-- this erea was considered aby audit

  This is conaidercda icy audit matter inboth consolidated and separate financial statements.

  impairment methodology for reaaonableneas.

  
  
  

  31ze dizestozs are zespoztat6le fbr tbe otbaz fizfozmstloo. 3be otber tatbzzoation cozapzJaes tbe Dizestozs, O@éeze AodProfesgiood Advisers, Dizectozs' Repozt, Statnzaaat of Corporate Zeepoodbility lzt Zna.tion to tke Phzaazia1 StatemeaQ, Corporate Goyemaaos Repozt, Statemeat ofDizectoza' Rasp ••3 iilñ••io Relstioa to the 9iaaocial statm›aota, Beport oftbe Audit Cozaozittee, Value AddedStatetomt aodPive-Tear I4oazuñal Stuozaary,but

  
  
  

  Our Opinion on theInterim consolidated and separate fznanܖa1atatementn does not cover the otheriofomiat:on andwe do not ezpreas an audit opium or any form of assuranm enȉuaiwn_thereon.

  In connection with our audit ofthe interim onnnolidated and aeparatn financial etatementa, our respooaibilityls to read the othnr information identified above and, indoing so, consider whether the other in£iirination is materially ineonalatent with the interim oonailidated and separatefinaneial statements or our knowledge obtained inthe audit, or otherwise appears tobe materially misstated.

  IT,haaed oatbe work weka'ye pezfortaed, we cozalude tkat tkeze is amaterial zniastatuneat oftifiz otker information, we are required to report that Act. We have nothing to report inthis regarA

  
  
  

  the director are responsible for the preparation ofthe interim consnllña •_ and separate financial statements

  the Companies and AlliedPatten Act, the financial Reporting Coun‹ii1ofNigeria(Amendment) Act, aos3, the Bendand Other financial Institutions An, and for such internal ‹xintrol inthe directors determine is necessary to enable tbnprepamtion ofinterim consolidated andseparate financial natements mai are free fzom material mlavtaten cut, wh«tiierdue inaaua or error.

  In prepañng the interim consolidated andaeparate ananaai statement, the director are responsible fm aaaeaaiqg the Greup's ability to ‹xintinuc us sgoing sneers, disoloalog, an applicnbie, iuetteru reiatedtn gning concern anduaing tire going concernbasis ofacoountlng unlms the directors either intend to liquidate the Gzoup or to ceaae operations, oz kavs ao zedistic alternative but to do so.

  
  
  
  
  

  Our of:iectises arato obtain reasonable nsswanoe ebout whether the interior conailidated and separate finaneialatateinentain awhole areb'ce £rom material miunteteniezrt, whether due to fzaud or error, and toDuo asauditodz report thet ••«i••*•• our oplnion. Reasonable msumace is ahighrevel of assurance, but isnot a

  
  
  

  âtlsatatnmeats caa ariaebozo fraud or erzor aod aze cooaidered material i:I, iadfi/idually oz inae aggregate, tbey could zeaeoosby be expected to Izzfl»ane«tke eeooozaic deciaioos ofuaezs talzea oathnbaab of these interim corisn1iñated_ and separate financial statements.

  As;›«rt of an audit inaooordanoe with I8As, we exercisepmfes«iona1judgement andmaintain professional scepticism thnnighout tire audlt. We silo:

• Identify andcheese the risk ofmateriil misstatement ofthe Interim consolidated and separate financial atatenientn, whether dueto Maud or ermr, design andper£ém audit procedures responstveto those risk, and obtain audlt evidenm that is suMcient and appropriate to provide abasii for our opinion The rlsk of not detecting nmaierialinieaatmeniresulting &om fraud ishtg er than for one resulting from ezror, in

  
  
  

• Obtaln anunderaandlng ofinternal ‹xintail it othe eudit inorder to deaign audit procedures that are appropriate inthe circumataneeu,but not for the purpose ofeapmsing as opinion on the efféctiveness

  
  
  

  • Bvaluate the appropriateness of acmunting policies used andthe reasonableness of accounting eatimateo andrelated disclosures madeby the director».

onthe audit evidence obtained, whether a inaterialuneertainty ezieta related to events or moditioon that

gy caang th t denbtonthc Gmup'sabilitytocontinue us agoing concern. If we ‹xincludethat a

diaeiosurcs inthe interim ‹x›naolidated andseparate £nancial nateinents or, ifenchdiaeloiures ere inadequate, to modify our opinion. Our coneluaiona arebaeed on the audit evidmne obtained up to the data of our auditm z report However, future events or mnditiona may enuscthe company to ceaaeto continue or

Wa abopzoyidetboae cbatged'wItb governance witb a ststezaeat that wekave zontplied whbrdevaat etldcd requirements regarding independence, and to communicate with them allrelationabipu andother matters that mayreasonablyba thought tobear on our independence, and where applicable, related safeguards.

The Co spaniel and AlliedMatters Act and tbnBanks and Other financial Instltudona Act require that in

carrying out ocraudit we conaidm endreport to yesonthe following matten. We confirm tiiat:

il wehave obtained alltheinformation andexplanations Okhto thebest nf our%‹ndedge andbeliefvrere

i9 theback haikept pmper books ofaccount, so fur as appean fzor our examination ofthosebook and reform a‹1equate for our audithambeenreceivedhornbranchm not visitedby us;

ififi) tbsbanic'astat aeat ‹:›t ofi aa aaâstatemeot ofpzz›ñt oz loss aod otber cozapzetieosive iocome fbzthe aiz-mozttb peñod mded aze izi agreezaeztt witlt tttebooks of aceouzzt axed zetuma;

1. thein&mation mqulredby Central BankofN';geria Orcular SDJi/aoo t oninsider r«iat«d credits is disclosed inNote g6to theinterim consolidated and separate financial statements; and
   
   

2. in di&loved inNote to to theInterim consolidated andaeperate finnneiélatatcments,thebackpnid peaaltles iazespeet ofcootzaymtlozeofeertataaestiozis aftfie Bao¥s aad Otlzac 9lJzazieialIoatitutlaaaAet aad zalcvaot azzzzlazs bauedbytke Cezzlzal BaokofXigezis duzlogtbeeis-zaomhpeztod eztded jjo 8uoe

/2O*7/ BO ICAN oo4 oooooooa68og

Group Bank

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

Group Bank

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

The financial statements were approved and authorised for issue by the Board of Directors on 29th July 2026 and signed on its behalf by:

Engr. Mustafa Bello

Chairman FRC/2026/PRO/DIR/003/693530

Dame (Dr.) Adaora Umeoji, OON

Group Managing Director/CEO FRC/2024/PRO/DIR/003/967545

Durosinmi Abiodun Akanbi

Chief Financial Officer FRC/2013/ICAN/00000001308

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

1 General information

Zenith Bank Plc (the "Bank") was incorporated in Nigeria under the Companies and Allied Matters Act as a private limited liability company on May 30, 1990. It was granted a banking licence in June 1990, to carry on the business of commercial banking and commenced business on June 16, 1990. The Bank is domiciled in Nigeria and was converted into a Public Limited Liability Company on May 20, 2004. The Bank's shares were listed on October 21, 2004 on the Nigerian Stock Exchange. In August 2015, the Bank was admitted into the Premium Board of the Nigerian Stock Exchange.

The registered office address of the company is Plot 84/87 Ajose Adeogun street, Victoria Island, Lagos.

The principal activity of the Bank is the provision of banking and other financial services to corporate and individual customers. Such services include granting of loans and advances, corporate finance and money market activities.

The Bank has eight subsidiary companies namely; Zenith Bank (Ghana) Limited, Zenith Bank (UK) Limited, Zenith Bank (Sierra Leone) Limited, Zenith Bank (The Gambia) Limited, Zenith Pensions Custodian Limited, Zenith Nominees Limited, Paramount Bank (Kenya) Limited and Zenith Bank (Cote d'ivoire) Limited . The Bank also has a representative office in China in addition to operating a branch of Zenith Bank (UK) Limited in the United Arab Emirates and also in France.

The consolidated and separate financial statements for the six month period ended 30 June 2026 comprise the Bank and its subsidiaries (together referred to as "the Group" and individually as "Group entities") and the separate financial statements comprise the Bank. The consolidated and separate financial statements for the period ended 30 June 2026 were approved and authorised for issue by the Board of Directors on 29th July 2026. The directors have the power to amend and re-issue the financial statements.

The Group does not have any unconsolidated structured entity.

(a) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity if it is exposed to, or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group reassesses whether it has control if there are changes to one or more elements of control. This includes circumstances in which protective rights held become substantive and lead to the Group having control over an investee.

The financial statements of subsidiaries are consolidated from the date the Group acquires control, up to the date that such effective control ceases.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (transactions with owners). When the proportion of the equity held by Non Controlling Interests (NCIs) changes, the carrying amounts of the controlling and NCIs are adjusted to reflect the changes in their relative interests in the Subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the Group.

Inter-company transactions, balances and unrealised gains on transactions between companies within the Group are eliminated on consolidation. Unrealised losses are also eliminated in the same manner as unrealised gains, but only to the extent that there is no evidence of impairment. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

In the separate financial statements, investments in subsidiaries are measured at cost less accumulated impairment.