Prospectus

This document is important and should be read carefully.
If you are in doubt about its contents or the action to take,

kindly consult your Stockbroker, Accountant, Banker, Solicitor, Reporting Accountant or any other professional adviser
for guidance immediately. This Prospectus has been seen and approved by the Directors of Fidelity Bank PLC and they
jointly and individually accept full responsibility for the accuracy of all information given and confirm that after having
made enquiries which are reasonable in the circumstances and to the best of their knowledge and belief, there are no
other facts, the omission of which would make any statement herein inaccurate or misleading in accordance with
section 107 of the Investments and Securities Act No.29, 2007 (“ISA”). Prospective investors are advised to note that
liability for false or misleading statements or acts made in connection with the Prospectus is provided in section 85
and 86 of the ISA.
“INVESTING IN THIS OFFER INVOLVES RISKS. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS, PLEASE SEE “RISK FACTORS” ON PAGES 48 to 51.”
Fidelity Bank PLC

RC 103022
Public Offering by way of an Offer for Subscription of

10,000,000,000 Ordinary Shares of 50 kobo each at
₦9.75 per Share
Payable in full on Application
APPLICATION LIST OPENS: THURSDAY, 20 JUNE 2024
APPLICATION LIST CLOSES: MONDAY, 29 JULY 2024
Lead Issuing House:
RC1031358
Joint Issuing Houses:
RC 1703668 RC 617327 RC 1706693 RC 139396
RC 217005 RC 879026 RC 1517636 RC 986761
This Prospectus and the securities which it offers have been cleared and registered by the Securities and Exchange
Commission (“SEC” or the “Commission”). It is a civil wrong and criminal offence under the ISA to issue a Prospectus
that contains false or misleading information. Clearance and registration of the Prospectus and the securities that it
offers do not relieve the parties from any liability arising under the ISA for false and untrue statements contained
therein or for any omission of a material fact. This Prospectus is issued under the provisions of the ISA, and in
compliance with the requirements of the SEC Rules 2013 (as amended) and the listing requirements of the Nigerian
Exchange Limited (“NGX”) for the purpose of giving information to the public with regard to the shares of the Bank.
The Directors accept responsibility for the information contained in this Prospectus and declare that having taken
reasonable care to ensure that the information contained in this Prospectus is, to the best of their knowledge, in
accordance with the facts and does not omit anything likely to affect the import of such information and that save as
disclosed herein, no other significant new factor, material mistake or inaccuracy relating to the information included
in the Prospectus has arisen or has been noted, as the case may be, since the publication of the Prospectus. A copy
of this Prospectus together with the documents specified herein have been delivered to the Commission for
registration.
All securities issued in relation to this Prospectus will rank pari-passu in all respects with the existing ordinary shares
of the Bank. Investors may confirm the clearance of the Prospectus and registration of the securities with the
Commission by contacting the Commission on sec@sec.gov.ng or +234(0)94621100; +234(0) 94621168.”
This Prospectus is dated Wednesday, 05 June 2024

IMPORTANT NOTICE
This Prospectus contains information about Fidelity Bank PLC (the “Bank”, the “Company” or “Fidelity
Bank”) in connection with the Offer for the purpose of giving information to prospective investors in
respect of the Offer described therein. The Offer shall be further described as “Fidelity Bank Offer”. The
Prospectus and the securities offered have been cleared and registered with the Securities and
Exchange Commission (the “Commission”). An application was also made to the Nigerian Exchange
Limited (“NGX”) for the admission of the shares being offered by way of this Prospectus. The Ordinary
Shares of the Bank being offered will rank pari-passu in all respects with all other existing Ordinary
Shares issued by the Bank, including the right to receive dividends or other distributions declared,
made or paid on the shares after allotment by the Bank. No person has been authorised to give any
information or make any representations other than those contained in this Prospectus and if given or
made, such information or representations must not be relied on as having been authorized by the
Bank and / or the Issuing Houses. The Bank accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge and belief of the Bank (which has taken all reasonable care
to ensure that such is the case) the information contained in this Prospectus is in accordance with the
Investments and Securities Act, No. 29 of 2007 (“ISA”) and the Securities and Exchange Commission
Rules and Regulations 2013 (as amended from time to time) (the “SEC Rules”) and contains no
omission to affect its import. The Issuing Houses, which are registered with the SEC in Nigeria, are
acting exclusively for the Bank in connection with the Offer. Additional information may be obtained
through the Issuing Houses on any Business Day during the Offer period, provided the Issuing Houses
possess such information or can acquire it without unreasonable effort or expense, as necessary.
Third-Party Information
The Bank has obtained certain statistical and market information that is presented in this Prospectus
from certain government and other third-party sources described herein. The Bank has accurately
reproduced such information and, so far as the Bank is aware and is able to ascertain from information
published by such third parties, no facts have been omitted that would render the reproduced
information inaccurate or misleading. Nevertheless, prospective investors are advised to consider this
data with caution. Prospective investors should note that some of the Bank’s estimates are based on
such third-party information. Neither of the Bank nor the Issuing Houses have independently verified
the figures, market data or other information on which third parties have based their studies.
Certain statistical information reported herein have been derived from official publications of, and
information supplied by a number of government agencies and ministries, including the Central Bank
of Nigeria (“CBN”) and the National Bureau of Statistics (“NBS”). Official data published by the Nigerian
government may be substantially less complete or researched than those of more developed countries.
Nigeria has attempted to address some inadequacies in its national statistics through the adoption of
the Statistics Act of 2007, which established the National Statistical System and created the NBS
(which came into existence because of the merger of the Federal Office of Statistics and the National
Data Bank) as its coordinator.
Forward-looking statements
Certain statements in this Prospectus constitute “forward-looking statements”. When used in this
Prospectus, the words “project”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are
generally intended to identify forward-looking statements. Such forward-looking statements, including
the intended actions and performance objectives of the Offer; involve known and unknown risks,
uncertainties, and other important factors that could cause the actual results, performance, or
achievements of the Offer to differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Investors should determine for themselves
what reliance, if any, to place on such forward-looking statements.
In addition to other analytical tools, the Bank will employ the use of financial models to evaluate
investment opportunities. The accuracy and effectiveness of such models cannot be guaranteed. In all
cases, projections are only estimates of future results which are based upon assumptions made at the
time that the projections are developed. Projections are inherently uncertain and subject to factors
beyond the control of the Bank. The inaccuracy of certain assumptions, the failure to satisfy certain
financial requirements, and the occurrence of unforeseen events could impair the ability of the Bank to
realize projected values and / or cash flow in respect of the Offer. Therefore, there can be no assurance
that the projected results will be achieved, and actual results may vary significantly from the projections.
General economic and industry-specific conditions, which are not predictable, can have also an
adverse impact on the reliability of projections.
` Prospectus 2
IMPORTANT NOTICE
Rounding
Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
` Prospectus 3
CONTENTS
DEFINITIONS ................................................................................................................................................................. 5
INDICATIVE TIMETABLE.............................................................................................................................................. 8
CORPORATE DIRECTORY .......................................................................................................................................... 9
THE OFFER ................................................................................................................................................................. 11
SUMMARY OF THE OFFER ....................................................................................................................................... 12
DIRECTORS, COMPANY SECRETARY AND AUDIT COMMITTEE ........................................................................ 16
PROFESSIONAL PARTIES ........................................................................................................................................ 17
THE CHAIRMAN’S LETTER ....................................................................................................................................... 19
DESCRIPTION OF FIDELITY BANK PLC .................................................................................................................. 22
1. OVERVIEW OF THE BANK .................................................................................................................................. 22
2. HISTORY OF THE BANK ..................................................................................................................................... 22
3. CORPORATE STRUCTURE ................................................................................................................................. 24
4. KEY STRENGTHS ............................................................................................................................................. 24
5. MARKET POSITION AND COMPETITION ............................................................................................................... 26
6. DESCRIPTION OF BUSINESS .............................................................................................................................. 27
7. FUTURE PLANS ................................................................................................................................................ 31
8. STRATEGY ...................................................................................................................................................... 32
9. BOARD OF DIRECTORS ..................................................................................................................................... 36
10. MANAGEMENT TEAM ........................................................................................................................................ 40
THE NIGERIAN BANKING SECTOR.......................................................................................................................... 42
RISK FACTORS........................................................................................................................................................... 48
LETTER FROM THE DIRECTORS ON THE GOING CONCERN STATUS .............................................................. 52
LETTER FROM THE AUDITORS ON THE GOING CONCERN STATUS................................................................. 53
EXTRACTS FROM THE REPORTING ACCOUNTANT REPORT BY MAZARS PROFESSIONAL SERVICES..... 54
HISTORICAL FINANCIAL INFORMATION ................................................................................................................ 56
1. STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME ............................................................ 56
2. STATEMENT OF FINANCIAL POSITION ................................................................................................................. 57
3. STATEMENT OF CASH FLOWS ........................................................................................................................... 58
4. NOTES TO THE HISTORICAL FINANCIAL STATEMENT ........................................................................................... 59
FIDELITY BANK’S BOARD AUTHORISATION OF THE OFFER ........................................................................... 157
FIDELITY BANK’S SHAREHOLDERS AUTHORISATION OF THE OFFER .......................................................... 158
FIDELITY BANK’S BOARD AUTHORISATION OF THE PRICE............................................................................. 159
STATUTORY AND GENERAL INFORMATION ....................................................................................................... 161
1. INCORPORATION AND SHARE CAPITAL HISTORY ............................................................................................... 161
2. SHAREHOLDING STRUCTURE .......................................................................................................................... 161
3. DIRECTORS’ BENEFICIAL INTERESTS ............................................................................................................... 161
4. SUBSIDIARIES AND ASSOCIATED COMPANIES ................................................................................................... 162
5. INDEBTEDNESS .............................................................................................................................................. 162
6. PURPOSE OF OFFER AND USE OF PROCEEDS .................................................................................................. 163
7. COSTS AND EXPENSES................................................................................................................................... 164
8. CLAIMS AND LITIGATION ................................................................................................................................. 164
9. MATERIAL CONTRACTS .................................................................................................................................. 165
10. OFF BALANCE SHEET ITEMS ........................................................................................................................... 165
11. UNCLAIMED DIVIDENDS .................................................................................................................................. 165
12. UNPAID DIVIDENDS ........................................................................................................................................ 165
13. RESEARCH AND DEVELOPMENT ...................................................................................................................... 165
14. MERGERS AND TAKEOVERS ............................................................................................................................ 165
15. RELATIONSHIP BETWEEN THE BANK AND ITS ADVISERS ..................................................................................... 166
16. RELATED PARTY TRANSACTIONS .................................................................................................................... 167
17. EXTRACTS FROM THE MEMORANDUM AND ARTICLES OF ASSOCIATION ............................................................... 172
18. OVERVIEW OF CORPORATE GOVERNANCE ....................................................................................................... 175
19. DECLARATIONS .............................................................................................................................................. 183
20. CONSENTS .................................................................................................................................................... 184
21. DOCUMENTS AVAILABLE FOR INSPECTION........................................................................................................ 185
RECEIVING AGENTS LIST ....................................................................................................................................... 186
PROCEDURE FOR APPLICATION AND ALLOTMENT .......................................................................................... 187
APPLICATION FORM................................................................................................................................................ 191
` Prospectus 4
DEFINITIONS
In this document, unless otherwise stated or clearly indicated by the context, the following words have
the meanings stated opposite them.
“AGM” Annual General Meeting

The process of allotting shares to each investor on the Allotment
“Allotment”
Date (following application for shares in the Offer)
The date when the allotment of the shares is approved and cleared
“Allotment Date”
by the Commission
“AMCON” Asset Management Corporation of Nigeria
Corporate and/or individual investor submitting a completed
“Applicants”
Application Form for subscription to the Offer
An application form for the Offer which must be completed and
“Application Form” submitted to subscribe for the Offer in accordance with the
Prospectus and any other instructions in the form
“ATM” Automated Teller Machine
“Auditors” Deloitte & Touche (Chartered Accountants)
Members of the Board of Directors of the Bank who as at the date
“Board” or “Board of Directors” or
of this document are those persons whose names are set out on
“Directors”
page 16 of this Prospectus
CBN Regulation on the Scope of Banking Activities & Ancillary
Banking Activities Regulation
Matters, No.3, 2010.
“BOFIA” Banks and Other Financial Institutions Act, 2020
Any day other than Saturdays, Sundays or official public holidays
“Business Day” declared by the Federal Government of Nigeria on which banks are
open for general banking business in Nigeria
“BVN” Bank Verification Number
“CAC” Corporate Affairs Commission
“CAMA’’ Companies and Allied Matters Act No.3 of 2020 (as amended)
“CBN” Central Bank of Nigeria
“CBN Act” Central Bank of Nigeria Act, 2007
“CHN” Clearing House Number
Central Securities Clearing System, operated by Central Securities
“CSCS”
Clearing System PLC
The official list published daily by the NGX containing information
“Daily Official List”
about all equity and debt securities quoted on the floor of the NGX
“EGM” Extra-Ordinary General Meeting
“EMDE” Emerging Market and Developing Economies
“FGN” or “Federal Government” Federal Government of Nigeria
“Fidelity Bank” or the “Bank” or the
Fidelity Bank PLC
“Company” or the “Issuer”
The Finance Act 2019, Finance Act 2020; Finance Act 2021; and
“Finance Acts”
the Finance Act 2023 (as may be amended from time to time)
“FRCN” Financial Reporting Council of Nigeria
“GDP” Gross Domestic Product
“High Net-Worth Individuals” or
As defined in the SEC Rules
“HNIs”
“HQLA” High Quality Liquid Asset
“IFC” International Finance Corporation
` Prospectus 5
DEFINITIONS
“IFRS” International Financial Reporting Standards

“IMF” International Monetary Fund
“ISA” Investment and Securities Act No.29, 2007
Stanbic IBTC Capital Limited, Iron Global Markets Limited, Cowry
Asset Management Limited, Afrinvest Capital Limited, FSL
“Issuing Houses” Securities Limited, Futureview Financial Services Limited, Iroko
Capital Market Advisory Limited, Kairos Capital Limited and Planet
Capital Limited
“IT” Information Technology
Iron Global Markets Limited, Cowry Asset Management Limited,
Afrinvest Capital Limited, FSL Securities Limited, Futureview
“Joint Issuing Houses”
Financial Services Limited, Iroko Capital Market Advisory Limited,
Kairos Capital Limited and Planet Capital Limited
“Lead Issuing House” Stanbic IBTC Capital Limited
“LeR” Basel III Leverage Ratio
“Ltd” Limited
“Listing” Admission of securities to the Daily List of the NGX
Members of the senior management team of the Bank whose
“Management”
names are set out on page 40 of this Prospectus.
“NAFEM” Nigerian Autonomous Foreign Exchange Market
The Naira, or such lawful currency of the government of the
“Naira” or “₦”
Federal Republic of Nigeria, from time to time
“NBS” National Bureau of Statistics
“NDIC” Nigeria Deposit Insurance Corporation
“NGX” or the “Exchange” Nigerian Exchange Limited
“NIBSS” Nigeria Inter-Bank Settlement System
“Nigeria” or the “Country” The Federal Republic of Nigeria
“NPL” Non-Performing Loan
“NSBP” Nigerian Sustainable Banking Principles
The Public Offer for Subscription of 10,000,000,000 ordinary
“Offer” or the “Public Offer”
shares of 50 Kobo each at ₦9.75 per share
“Offer Period” Period between the Offer Opening Date and Offer Closing Date
“Offer Shares” The ordinary shares to be issued pursuant to the Offer
Issued and fully paid-up ordinary shares of 50 kobo each in the
“Ordinary Shares”
share capital of the Bank
“P2B” Person to Business
“P2P” Person to Person
“Pari Passu” Equally
“PENCOM” National Pension Commission
“PFA” Pension Fund Administrator
“PLC” Public Limited Company
“POS” Point-of-Sale
“Prospectus” This document which is issued in accordance with the SEC Rules
Any of the institutions listed on page 186 of this Prospectus,
“Receiving Agents” authorized to receive Application Forms/Monies from prospective
investors for the Offer
Prospectus 6
DEFINITIONS
Access Bank PLC, First Bank of Nigeria Limited, Guaranty Trust

“Receiving Banks”
Bank Limited, Stanbic IBTC Bank Limited and Zenith Bank PLC
The register that records the names and addresses of the ordinary
“Register of Members”
shareholders of the Bank
“Registrar” First Registrars & Investor Services Limited
“Reporting Accountants” Mazars Professional Services
“RIN” Registrars Identification Number
“SEC” or the “Commission” Securities and Exchange Commission
“SEC Rules” or “Rules and The rules and regulations of the Commission made pursuant to the
Regulations” ISA, and as may be amended from time to time
“SBU” Strategic Business Unit
“Shareholders” Holders of the ordinary shares in the capital of the Bank
“SME” Small and Medium-Size Enterprises
APT Securities and Funds Limited, Cashville Investment and
Securities Limited, Chartwell Securities Limited, Cordros Securities
Limited, Dynamic Portfolio Limited, Greenwich Securities Limited,
“Stockbrokers”
GTI Securities Limited, Mega Equities Limited, Meristem
Stockbrokers Limited, Network Capital Limited and Solid-Rock
Securities & Investment PLC
United States Dollars, the lawful currency of the United States of
“USD” or “US$”
America
“VAT” Value Added Tax
“WAT” West African Time
“Y-o-Y” Year on year
Prospectus 7
INDICATIVE TIMETABLE
The dates below, which reflect principal events for the Offer, are indicative only and subject to change
without notice.
DATE ACTIVITY RESPONSIBILITY
Issuing Houses /
20 June 2024 Application List opens
Stockbrokers
Issuing Houses /
29 July 2024 Application List closes
Stockbrokers
Issuing Houses / Receiving

05 August 2024 Receiving Agents forward returns
Agents / Registrars
File allotment proposal with CBN for Capital Verification

19 August 2024 Issuer
process and obtain “no-objection”
File allotment proposal and draft newspaper

05 September 2024 Issuing Houses
announcement with SEC
19 September 2024 Receive SEC’s “no-objection” to the basis of allotment Issuing Houses
20 September 2024 Remit net Offer proceeds to Fidelity Bank Receiving Banks
24 September 2024 Credit depository accounts Registrars
24 September 2024 Forward Declaration of Compliance to the NGX Stockbrokers
25 September 2024 Publish Allotment announcement Issuing Houses
26 September 2024 Return surplus / rejected application monies Issuing Houses / Registrars
Listing of new Fidelity Bank shares / trading

26 September 2024 Stockbrokers
commences
11 October 2024 Forward Offer summary report to SEC Issuing Houses
` Prospectus 8
CORPORATE DIRECTORY
1. Head Office and registered address
Fidelity Place
2, Kofo Abayomi Street
Victoria Island, Lagos
Nigeria
Website: www.fidelitybank.ng
Telephone: +234 (0)1 270 0530-3
Contact e-mail: info@fidelitybank.ng
Social media:
https://www.facebook.com/FidelityBankplc
https://twitter.com/fidelitybankplc
https://www.instagram.com/fidelitybankplc
https://www.linkedin.com/company/fidelitybankplc
2. The addresses of Fidelity Bank’s other business locations are as follows:
Subsidiaries and affiliates
S/N Subsidiary Name Address

1. FidBank UK Limited 1 King’s Arms Yard, London, EC2R 7AF
Regional Head Offices
S/N Branch Address Region

Plot 267, Tafawa Balewa Road, Central Business
1. Abuja Regional Abuja 1 Region
District, Abuja
2, Adeyemo Alakija Street, Victoria Island, Lagos
2. Adeyemo Alakija Ikoyi Region
State
Block A9, Plot 2B, Admiralty Way, Lekki, Lagos Victoria Island
3. Admiralty
State Region
4. Apapa Park Lane 16b, Parklane, Apapa, Lagos State Apapa Region
5. Asaba 372, Nnebisi Road, Asaba, Delta State Mid-West 2 Region
6. Awka 1 (Zik Avenue) 61, Zik Avenue, Awka, Anambra State Awka Region
` Prospectus 9
CORPORATE DIRECTORY
S/N Branch Address Region
7. Bauchi 9, Murtala Mohammed Way, Bauchi State North-East Region
8. Broad Street 132, Broad Street, Lagos Island, Lagos State Lagos Island Region
1, Ekong Esu Street, Off Murtala Mohammed Way, Cross River Akwa
9. Calabar
Calabar, Cross River State Ibom Region
Challenge Roundabout, Adjacent MRS Filling
10. Challenge Branch South-West 1 Region
Station, Ring Road, Ibadan, Oyo State
6/8, Debo Plaza, Dopemu Roundabout, Dopemu,
11. Dopemu Agege Region
Lagos State
12. Fadeyi 70, Ikorodu Road, Fadeyi, Lagos State Mainland 2 Region
Plot K, First Avenue by Canal, Festac Town, Lagos

13. Festac Festac Region
State
14. Gbagada 27, Diya Street, Gbagada, Lagos State Mainland 1 Region
102, Ibrahim Taiwo Road, Opposite Mr. Biggs, Ilorin,

15. Ilorin South-West 2 Region
Kwara State
Independence Rangers Avenue, Independence Layout, Enugu Enugu Ebonyi
16.
Layout State Region
Kaduna Main
17. 28A/B, Ali Akilu Road, Kaduna North, Kaduna State North Central Region
(Ali Akilu Road)
Murtala Muhammed
18. 110, Muritala Mohammed Way, Kano State North-West 1 Region
Way (Kano 1)
Onitsha 2 (Kamo 88A, Upper New Market Road, Onitsha, Anambra
19. Onitsha Region
Plaza) State
20. Oregun 53, Kudirat Abiola Way, Oregun, Ikeja, Lagos State Ikeja Region
21. Owerri Plot 269, Ikenegbu Layout, Owerri, Imo State Imo Abia Region
22. Sapele Road Benin 31, Sapele Road, Benin City, Edo state Mid-West 1 Region
23. Sokoto 12, Kano Road, Sokoto State North-West 2 Region
2, Trans Amadi Industrial Layout, Port-Harcourt, Rivers Bayelsa 1

24. Trans Amadi
Rivers State Region
25. Wuse (Nanka Close) 7, Kabale Close, Wuse Zone 3, Abuja Abuja 2 Region
` Prospectus 10
THE OFFER
A copy of this Prospectus and the documents specified herein have been delivered to the Commission for
clearance and registration.
This Prospectus is issued in compliance with the provisions of the ISA, the SEC Rules and the listing requirements
of the NGX and contains particulars in compliance with the requirements of the Commission and the NGX for the
purpose of giving information to the Shareholders and the public with regards to the Offer for Subscription of
10,000,000,000 Ordinary Shares of 50 kobo each in Fidelity Bank PLC by the Issuing Houses. An application has
been made to the Board of the NGX for the admission to the Daily Official List of the 10,000,000,000 Ordinary
Shares of 50 kobo each being offered via the Public Offering by way of an Offer for Subscription.
The Directors individually and collectively accept full responsibility for the accuracy of the information contained in
this Prospectus. The Directors have taken reasonable care to ensure that the facts contained herein are true and
accurate in all respects and confirm, having made all reasonable enquiries that to the best of their knowledge and
belief, there are no material facts the omission of which would make any statement herein misleading or untrue.
The Ordinary shares to be issued by the Bank pursuant to the Offer will rank pari passu in all respects with the
existing issued Ordinary Shares of the Bank.
Lead Issuing House:
RC1031358
RC 1703668 RC 617327 RC 1706693 RC 139396
RC 217005 RC 879026 RC 1517636 RC 986761

on behalf of
Fidelity Bank PLC

RC 103022
are authorised to receive applications for the

PUBLIC OFFERING BY WAY OF AN OFFER FOR SUBSCRIPTION OF
10,000,000,000 ORDINARY SHARES OF 50 KOBO EACH
AT ₦9.75 PER SHARE
Payable in full on Application
The Application List for the Ordinary Shares now being offered will open on Thursday, 20 June 2024 and close
on Monday, 29 July 2024.
SHARE CAPITAL OF FIDELITY BANK PLC AS AT 31 DECEMBER 2023

₦’million
ISSUED AND FULLY PAID* 32,000,000,000 Ordinary Shares of 50 kobo each 16,000
EQUITY Share Capital 16,000

Share Premium 113,705
Retained Earnings 65,508
Statutory Reserve 66,270
Small Scale Investment Reserve 764
Non-distributable Regulatory Reserve 100,279
Translation reserve 6,050
Fair Value Reserve 54,310
AGSMEIS Reserve 14,422
Total Equity 437,307
*A resolution has been passed authorising an increase in the share capital of the Bank from N
= 16,000,000,000 to N
= 22,600,000,000 by the creation of up to 13,200,000,000
additional Ordinary Shares of 50 kobo each. The resolution was passed at an EGM held on 11 August 2023.
` Prospectus 11
SUMMARY OF THE OFFER
This summary draws attention to information contained elsewhere in this Prospectus; it does not
contain all of the information you should consider in making your investment decision. Prospective
investors should therefore read this summary together with the more detailed information, including the
financial summary elsewhere in this Prospectus. The following information contains the major highlights
of the Prospectus:
1. Issuer Fidelity Bank PLC.

2. Lead Issuing House Stanbic IBTC Capital Limited.
3. Joint Issuing Houses Iron Global Markets Limited, Cowry Asset Management Limited, Afrinvest
Capital Limited, FSL Securities Limited, Futureview Financial Services
Limited, Iroko Capital Market Advisory Limited, Kairos Capital Limited and
Planet Capital Limited.
4. Share Capital Issued and fully paid ₦16,000,000,000 divided into 32,000,000,000
Ordinary Shares of 50 kobo each.
Now being offered 10,000,000,000 Ordinary Shares of 50 kobo each at
₦9.75 per share.
5. Offer Price ₦9.75 per share.
6. Purpose The Offer is being undertaken in order to increase Fidelity Bank’s capital base
to enable the Bank achieve its strategic objectives including investment in IT
infrastructure, expansion and development of product distribution channels.
7. Gross Proceeds ₦97,500,000,000.00.
8. Use of Proceeds The net Offer proceeds estimated at ₦95,049,686,697.24 (after deducting the
Offer costs of ₦2,450,313,302.76 representing 2.51% of the Offer) will be
applied as shown below:
S/N Purpose % of net Time to

₦’bn
proceeds completion
1 Investment in IT 19.0 20.00% 48 months
infrastructure
2 Business and regional 66.5 70.00% 48 months
expansion
3 Investment in product 9.5 10.00% 36 months
distribution channels
Total 95.0 100.00%
Details on the use of proceeds are provided on page 163.

9. Method of Offer By way of Offer for Subscription.
10. Concurrent Transaction Fidelity Bank is also concurrently offering 3,200,000,000 Ordinary Shares of
50 kobo each at ₦9.25 per share by way of Rights Issue.
11. Minimum Subscription Applications must be for a minimum of 1,000 Ordinary Shares and multiples
of 1,000 Ordinary Shares thereafter. The value for which an application is
made should be entered in the boxes provided on the Application Form.
12. Offer Opening Date 20 June 2024.
13. Offer Closing Date 29 July 2024.
14. Payment Terms In full on application.
15. Market capitalisation at ₦312,000,000,000.

Offer Price (Pre-Offer)
` Prospectus 12
16. Market capitalisation at Upon completion of the Offer, assuming a fully subscribed Offer, the Bank
Offer Price (Post-Offer) will have a market capitalisation of ₦409,500,000,000.
17. Underwriting This Offer is not underwritten at the instance of Fidelity Bank.
18. Quotation Fidelity Bank’s entire issued and paid-up share capital is listed on the NGX.
An application has been made to the Board of the NGX for the admission of
the Offer Shares to the Daily Official List.
19. Status The Ordinary Shares to be issued pursuant to the Offer will rank pari-passu
in all respects with the existing issued Ordinary Shares of the Bank.
20. Application Application for the Offer will be made through the submission of a fully
completed hardcopy (physical) Application Form. However, allotment will
only be made electronically to the CSCS accounts of all allottees immediately
after the date of allotment clearance by SEC and no share certificates will be
issued in connection with the Offer.
Completed (physical) Application Forms should be submitted (and the full

investment amount paid) to any of the Receiving Agents listed on page 186
of this Prospectus, within the Offer Period, specifically, up until 5:00 pm
(WAT) on the Offer Close Date.
See “Procedure for Application and Allotment”. In respect of allotments,

applicants are hereby advised to state the name of their stockbrokers as well
as their CSCS account Number/Clearing House Number in the space
provided on the application form. Applicants without CHN and depository
accounts will be able to open a stockbroking account through any of the
Stockbrokers mandated in respect of the Offer. It is advisable that CHN and
depository accounts be obtained before completing the Application Form.
The Bank and the Issuing Houses reserve the right to reject any applications
submitted after the close of the Offer and any applications not completed in
line with the “Procedure for Application and Allotment” set out on pages 187
to 190 of this Prospectus.
21. Financial Summary

Audited
Figures in ₦’million,
except as stated 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec
otherwise
2023 2022 2021 2020 2019
Gross Earnings 555,830 337,050 250,776 206,204 218,011
Profit before income
124,260 53,677 25,215 28,054 30,353
tax
Profit for the period 99,454 46,724 23,104 26,650 28,425
Retained earnings 65,508 44,883 55,241 66,700 43,642
Share capital 16,000 14,481 14,481 14,481 14,481
Total equity 437,307 314,360 285,294 273,533 234,030
Total assets 6,234,688 3,989,009 3,280,453 2,758,148 2,114,037
Total liabilities 5,797,381 3,674,649 2,995,160 2,484,615 1,880,007
Earnings per share
310.79 161.32 79.77 92.00 98.00
(kobo)
` Prospectus 13
22. Indebtedness As at 31 December 2023, the Bank had a total of ₦577 billion outstanding
debts issued and borrowed funds which includes:
Debts Issued and other borrowed Total amount

S/N
funds (₦’ million)
Long term loan from African
1 24,791
Development Bank (ADB)
2 $400 Million Euro Bond issued in 2021 382,422
₦41.2 billion Subordinated Unsecured
3 42,174
Local Bond issued in 2021
Wholesale borrowing from Bank One,
4 22,389
Mauritius
Short-term Liability from Rand Merchant
5 48,810
Bank
Wholesale borrowing from the
6 20,285
Development Bank of Nigeria
Borrowing from African Export-Import
7 36,157
Bank
Total 577,028
23. Claims and Litigation The opinion of the Solicitors, Banwo & Ighodalo, in connection with the
registration of the Offer, is set out below:
““Fidelity Bank Plc (the “Bank”) is, in its ordinary course of its business,
presently involved in Sixty-Eight (68) cases as of 31 January 2024.
In the context of the contemplated Transaction, the Solicitors to the

Transaction set a materiality threshold of One Hundred Million Naira
(₦100,000,000.00) with regards to monetary claims in cases involving the
Bank. Of the Sixty-Eight (68) cases in the Schedule, the Solicitors to the
Transaction identified Twenty-Four (24) case files maintained in the Bank
(comprising copies of processes filed in court) within and above the
Materiality Threshold.
Of the said Twenty-Four (24) cases within and above the Materiality
Threshold, the Bank is Claimant in Four (4) cases. In One (1) of the said Four
(4) cases, the Bank is a Defendant to Counterclaim. The Bank is Defendant
in Seventeen (17) cases instituted against it by various individuals and
organizations. Of the said Seventeen (17) cases, the Bank is a Counter-
Claimant in Five (5) cases. In addition, the Bank is Appellant in Three (3)
cases in which judgment has been delivered against it.
The Solicitors to the Transaction observe that the Seventeen (17) cases
instituted against the Bank by various individuals and organizations within
and above the Materiality Threshold, represent approximately 82% of the total
value of monetary claims against the Bank.
The total value of the monetary claims against the Bank in the Seventeen (17)
cases instituted against it, including the one (1) case where it is a Defendant
to Counterclaim, is approximately ₦9,583,293,101.90 (Nine Billion, Five
Hundred and Eighty-Three Million, Two Hundred and Ninety-Three
Thousand, One Hundred and One Naira, Ninety Kobo); and €19,094.18
(Nineteen Thousand, Ninety-Four Euros, Eighteen Cents) while the amount
claimed by the Bank in the Four (4) cases instituted by it including the Five
(5) cases in which it is a Counter-Claimant is approximately
₦3,418,560,033.93 (Three Billion, Four Hundred and Eighteen Million, Five
Hundred and Sixty Thousand, Thirty-Three Naira, Ninety-Three Kobo). The
amount referred to herein does not include interest and costs, which can only
be ascertained after final resolution of the cases. Ultimately, the Bank’s actual
liability in these cases, including final awards for costs, will be as determined
by the courts upon conclusion of the relevant suits.
The total monetary sum in the Three (3) cases in which judgment was
delivered against the Bank is ₦150,000,000.00 (One Hundred and Fifty
Million Naira) and USD$633,750 (Six Hundred and Thirty-Three Thousand,
Prospectus 14
Seven Hundred and Fifty United States Dollars) excluding interests, which
may accumulate on the judgment sum until same is finally liquidated.
The Solicitors to the Transaction are of the opinion that majority of the claims
instituted against the Bank are exaggerated, frivolous, and speculative. Most
of these cases involve claims by loan defaulters who instituted the suits as
pre-emptive actions to delay the Bank’s recovery efforts in respect of their
outstanding obligations under various loan facilities.
Therefore, the Solicitors to the Transaction are of the view that the contingent
liability that may arise from the cases involving the Bank where same are
competently and diligently defended, is not likely to have a material adverse
effect on the Bank or the Transaction.
Save for the foregoing, the Solicitors to the Transaction are not aware of any
claim or litigation pending or threatened against the Bank which (i) materially or
adversely affects the Bank’s ability to fulfill its obligations under the Transaction;
and/or; (ii) affects the validity of the proposed Transaction or restricts the
proceedings or actions of the Bank with respect to the Transaction.”
24. Settlement The CSCS accounts of successful applicants will be credited not later than
fifteen (15) Business Days from the Allotment Date. Investors are hereby
advised to state the name of their respective stockbrokers, their CHN and
CSCS account numbers in the relevant spaces on the Application Form.
In accordance with the SEC’s Directive on Dematerialization of Share

Certificates, investors / subscribers who do not provide valid CHN and CSCS
account numbers will have their shares credited at the CSCS using a Registrar
Identification Number. A Registrar Identification Number is a number allocated
to shareholders who do not have valid CHN and CSCS account numbers to
warehouse their units of shareholding in public companies under Registrars
custody at the CSCS. The allotted shares will be transferred to the stockbroking
account of the shareholder once valid CHN and CSCS account numbers are
provided. Any investor who does not have a valid CHN and CSCS account
number, is advised to open a stockbroking account with a stockbroker and
obtain a valid CHN and CSCS account number from the stockbroker.
25. Group Structure
100%
FidBank UK
Limited
Prospectus 15
DIRECTORS, COMPANY SECRETARY AND AUDIT COMMITTEE
Directors:
Mr. Mustafa Kemal Chike-Obi (Chairman) Chief Nelson Chidozie Nweke

2, Kofo Abayomi Street 2, Kofo Abayomi Street
Victoria Island Victoria Island
Lagos Lagos
Mrs. Nneka C. Onyeali-Ikpe (Managing Director) Engineer Henry Ikemefuna Chukwuma Obih
Lagos Lagos
Mr. Stanley Chiedoziem Amuchie (Executive) Mr. Chinedu Eric Okeke

Lagos Lagos
Dr. Kenneth Onyewuchi Opara (Executive) Mrs. Nwamaka Theodora Onwughalu

Lagos Lagos
Mrs. Pamela Iyabo Shodipo (Executive) Company Secretary:

Victoria Island Mrs. Ezinwa Unuigboje
Lagos 2, Kofo Abayomi Street
Victoria Island
Mr. Abolore Solebo (Executive) Lagos
Victoria Island Audit Committee:
Lagos
Alhaji Isa Mohammed Inuwa (Chairman)
Mr. Kevin Onyekachi Chukwuma Ugwuoke (Executive) 2, Kofo Abayomi Street
2, Kofo Abayomi Street Victoria Island
Victoria Island Lagos
Lagos
Mrs. Morohunke Adenike Bammeke (Member)
Mr. Chidi B. Agbapu 2, Kofo Abayomi Street
Lagos
Chief Nelson Chidozie Nweke (Member)
Mrs. Morohunke Adenike Bammeke 2, Kofo Abayomi Street
Lagos
Mr. Chinedu Eric Okeke (Member)
Alhaji Isa Mohammed Inuwa 2, Kofo Abayomi Street
Lagos
` Prospectus 16
PROFESSIONAL PARTIES
Lead Issuing House: Cashville Investment and Securities Limited

Stanbic IBTC Capital Limited 22, Idowu Taylor Street
I.B.T.C. Place Victoria Island
Walter Carrington Crescent
Lagos
Victoria Island
Lagos
Chartwell Securities Limited
Joint Issuing Houses: 13, CIPM Avenue
Iron Global Markets Limited Central Business District, Alausa
House 6, The Address Homes Ikeja
5, Banana Island Road Lagos
Ikoyi
Lagos Cordros Securities Limited
70, Norman Williams Street
Cowry Asset Management Limited
1319, Karimu Kotun Street Ikoyi
Lagos
Dynamic Portfolio Limited
Afrinvest Capital Limited 20 Campbell Street
27 Gerrard Road Lagos
Ikoyi
Lagos
Greenwich Securities Limited
FSL Securities Limited Plot 1661 Oyin Jolayemi Street
Plot 688, Ahmodu Tijani Close Victoria Island
Lagos
GTI Securities Limited
Futureview Financial Services Limited GTI House
Futureview Plaza 4, Tinubu Street
Plot 22, Oju-Olobun Close Central Business District
Lagos
Mega Equities Limited
Iroko Capital Market Advisory Limited 4AA, Force Road
4b, Olayinka Omololu Close
Onikan
Victoria Island
Lagos Lagos
Kairos Capital Limited Meristem Stockbrokers Limited

2nd Floor, Foresight House 20A, Gerrard Road
163/165, Broad Street Ikoyi
Marina Lagos
Lagos
Network Capital Limited
Planet Capital Limited
13, Maitama Sule Street
3rd & 4th Floors, St Peter’s House
3, Ajele Street South-West
Marina Ikoyi
Lagos Lagos
Stockbrokers: Solid Rock Securities & Investment PLC

APT Securities and Funds Limited 3rd Floor, Medife House
29, Marina Street 58/60, Broad Street
Lagos Lagos
` Prospectus 17
PROFESSIONAL PARTIES
Solicitors to the Bank: Zenith Bank PLC

Olaniwun Ajayi LP Plot 87, Ajose Adeogun Street
The Adunola Victoria Island
Plot L2, 401 Close
Lagos
Banana Island, Ikoyi
Lagos
Auditors:
Deloitte & Touche
Solicitors to the Offer:
Banwo & Ighodalo Civic Towers
48 Awolowo Road Plot GA 1, Ozumba Mbadiwe Avenue
South-West Ikoyi Victoria Island
Lagos Lagos
Detail Commercial Solicitors Reporting Accountants:

Mazars Professional Services
DCS Place
18, Oba Akran Avenue
8, DCS Street
Ikeja
Lekki Phase 1
Lagos
Lagos
Registrars:
Receiving Banks: First Registrars and Investor Services Limited
Access Bank PLC 2, Abebe Village Road
Oniru Estate Iganmu
Lagos
First Bank of Nigeria Limited

Samuel Asabia House
35, Marina
Lagos
Guaranty Trust Bank Limited

635, Akin Adesola Street
Victoria Island
Lagos
Stanbic IBTC Bank Limited

I.B.T.C. Place,
Walter Carrington Crescent
Victoria Island
Lagos
` Prospectus 18
THE CHAIRMAN’S LETTER
` Prospectus 19
Prospectus 20
Prospectus 21
DESCRIPTION OF FIDELITY BANK PLC
1. OVERVIEW OF THE BANK
Fidelity Bank PLC is a full-fledged commercial bank, operating primarily through branches and
service centres located across Nigeria, with authorisation from the CBN to operate internationally
through branches located in foreign countries. The Bank provides a range of banking and other
financial services to over 8.3 million corporate and individual customers from 250 business offices
in the country with a total asset base of ₦6.2 trillion, all as at 31 December 2023. The Bank also
operates in the United Kingdom through its wholly-owned subsidiary, FidBank UK Limited (formerly
Union Bank UK Plc) located in the City of London.
Financial products and services offered by the Bank include granting of loans and advances,
equipment leasing, corporate and trade finance operations, treasury and investment services, retail
banking (including current and savings accounts, debit cards, ATM services, electronic banking,
agency banking and retail lending), money market activities, private banking/wealth management
services, foreign exchange services, funds transfer services, and bank guarantees.
The Bank applies a value chain model ("VCM") as a strategy to acquire, retain and grow market
share. The Bank seeks to acquire large corporate accounts and then leverage on its relationship
with the corporate clients to fully extend the range of banking services provided to these corporate
clients and their service providers. These include the shareholders, employees and their families,
suppliers and distributors. The Bank has developed tailored products and services that are aligned
with the needs of its corporate clients and all stakeholders who participate in creating value for
these corporate clients. In line with its aim of expanding its offering of retail services, this VCM
approach has enabled the Bank to tap into the retail and the private banking space within the value-
chain of its corporate clients.
The Bank’s main business activities are organised along three customer segments, Corporate
Banking, Retail and Commercial Banking and Investment Banking.
The Bank’s business segments are supported by four strategic business functions, (i) Risk
Management division, which provides a holistic framework for identifying and managing business
risk for the Bank as a whole; (ii) the Executive office, which drives strategic decision making, future
planning and innovation for the Bank; (iii) the Digital office, which pioneers the Bank’s integration
of a digital ecosystem across its business segments; and (iv) the Operations and Information
division, which provides transaction processing and technical support services for the Bank.
2. HISTORY OF THE BANK
Fidelity Bank was incorporated on 19 November 1987 as a private limited liability company, to
provide merchant banking services and commenced operations on 03 June 1988. To participate in
the emerging opportunities within the commercial and consumer segments of the financial services
sector in Nigeria, the Bank was converted to a commercial bank on 16 July 1999 and re-registered
as a public limited liability company on 10 August 1999. In February 2001, the Bank became a
universal bank with a license to offer services across commercial, consumer, corporate and
investment banking.
On 17 May 2005, the Bank completed its initial public offering, and its shares were listed on the
Daily Official List. In December 2005, the Bank completed a merger with two other quoted banks,
FSB International Bank PLC and Manny Bank PLC, further enlarging the Bank’s presence in
Nigeria. Overtime, the Bank has undergone several other mergers and re-capitalisation exercises,
including a public offering and rights issue of its ordinary shares in 2007 and divestment of its non-
banking subsidiaries, Fidelity Securities Limited and Fidelity Pension Managers, to comply with the
CBN’s Banking Activities Regulation in 2010.
Recent developments, milestones and investments by the Bank are as follows:
• Issuance of its inaugural Eurobond, raising US$300 million with a 5-year tenor, in 2013;
• Issuance of a 7-year unsecured domestic Corporate Bond, raising ₦30 billion, in 2015;
• Issuance of its 5-year tenor Eurobond, raising US$400 million, in 2017;
• Upgraded technology software, covering network and security, for its core and non-core
banking infrastructure, in 2019;
` Prospectus 22
• Issuance of a 10-year Tier II domestic Corporate Bond, raising ₦41.2 billion, in 2021;
• Issuance of its 5-year tenor Fixed Rate Senior Unsecured Eurobond, raising US$400 million,
in 2021;
• Issuance of 3,037,414,308 ordinary shares through a private placement in 2023, raising
₦13.97 billion; and
• Acquisition of Union Bank PLC UK, completed in September 2023, to expand the Bank’s
operations beyond the shores of Nigeria and reach the widely growing Nigerian diaspora
population.
As at 31 December 2023, Fidelity Bank’s shares are held widely by 397,052 shareholders, with no
shareholder holding 5% or more of the Bank’s issued share capital. The Bank’s ordinary shares
are listed and traded on the Main Board of the NGX, its ₦41.21 billion 10-year Tier II domestic
corporate bond is listed on the FMDQ OTC Securities Exchange and its US$400 million 5-year
Eurobond (issued in 2021) is listed on Euronext N.V.
Awards and Recognition
Below is a table of the awards received by Fidelity Bank from 2020 to 2023:
S/N Awards Awarding Body
1 Bank of the Year, 2020 New Telegraph Awards

The Highest Disbursement to DBN Focused
2 Development Bank of Nigeria
Locations, 2020
MSME Entrepreneurship financing bank of the Business Day Banks and other Financial
3
Year, 2021 Institutions Awards
Business Day Banks and other Financial
4 Fastest Growing bank, 2021
Institutions Awards
5 Best Commercial Banking Brand in Nigeria Global Brands Magazine Awards
6 Banker of the Year, 2022 Champion Newspapers’ Annual Awards

14th Leadership Annual Conference and
7 Banker of the Year, 2022
Awards
8 Best SME Bank Nigeria, 2022 Global Banking & Finance Awards
9 Platinum Award Development Bank of Nigeria (DBN)

Best Private Bank Digital Solutions for Clients
10 Global Finance Private Bank Awards
(Africa)
11 Best Bank for SMEs in Nigeria, 2023 Euromoney Awards for Excellence
12 Best Private Bank in Nigeria, 2023 Euromoney Global Finance Banking Awards
13 Best Payments Solution Provider Nigeria, 2023 Global Banking & Finance Awards
14 Best Banking CEO Nigeria, 2023 Global Banking & Finance Awards
15 Top 25 CEOs Awards, 2023 BusinessDay
Prospectus 23
3. CORPORATE STRUCTURE
In September 2023, Fidelity Bank finalised the acquisition of 100% equity stake of Union Bank UK
PLC, a registered public limited liability company in United Kingdom, which made it a wholly owned
subsidiary of the Bank. Union Bank UK PLC was subsequently renamed as FidBank UK Limited.
100%
FidBank UK
Limited
4. KEY STRENGTHS
Fidelity Bank’s key strengths include:
Strong capitalisation and sizeable assets, deposits and loans in the Nigerian banking
industry
Management believes that the Bank is one of the strongest and safest banks in Nigeria, with a total
capital adequacy ratio of 16.2% as at December 2023, which is above the minimum regulatory ratio
of 15.0% of risk-weighted assets currently required by the CBN. In addition, the Bank estimates
that, based on publicly available data, as at December 2023, its total assets, deposits and loans
accounted for between 6.0% and 7.0% of the market share in the Nigerian banking system, which
places the Bank amongst the top 6 banks in the Nigerian banking industry in each of those metrics.
Strong, experienced and stable management
The Bank's six-member executive team is comprised of individuals with extensive experience in
the financial services sector at local and international levels with a combined work experience of
165 years. The senior management team has a proven track record of implementing innovative
and industry-leading initiatives, particularly guiding the Bank to focus on the best business
practices and customer service, thereby contributing to its growth in becoming the top Tier II bank
in Nigeria based on different indices including total deposits, loans to customers and total assets.
The Bank has enjoyed relative stability in its management team, having been led by four CEOs
since its incorporation in 1987. The Bank believes the experience of its senior management team
will continue to be a key strength in succeeding in an increasingly competitive industry.
Robust internal controls and risk management policies and procedures
The Bank's risk management philosophy is centred around the ERM framework, which emphasizes
the co-operation among departments to manage the Bank's range of risks as a whole. The ERM
framework was implemented with the advice of international consultants, designed to ensure that
the Bank operates with a world class risk management framework and meets or exceeds all legal
and regulatory requirements applicable to it. To strengthen the Bank's risk management process,
the Bank implemented the ISO/IEC 22301 certification, which is the internationally recognized
standard for Business Continuity Management System. In addition, the Bank has an ISO/IEC
27001 certification.
The Bank also operates a strong corporate governance structure which is driven by its Board. The
Board is organised into six board committees (Board Audit Committee, Board Corporate
Governance Committee, Board Risk Committee, Board Credit Committee, Board Finance &
General-Purpose Committee and Board Information Technology Committee). The Bank also has
a Statutory Audit Committee in line with the dictates of CAMA. The Bank has six (6) Executive
Directors and eight (8) Non-Executive Directors, of which three (3) are independent directors. The
Directors are supported by Management Committees that supervises different areas of the Bank.
Prospectus 24
Strong digital banking and e-business platform
Electronic banking has become the new normal in everyone's daily lifestyle; particularly in the wake
of the COVID-19 pandemic, as banking and money management companies become increasingly
electronic, and customers require financial services outside of the branch banking environment. It
is important to understand the new capabilities that these opportunities offer, not only for
convenience, but also for security. The Bank believes that it has one of the most efficient
information technology platforms among Nigerian banks. In today's evolving global community,
customers need efficient banking solutions for an enriched lifestyle. The Bank provides unique
digital solutions that gives customers absolute control over their banking lifestyle. As of 31
December 2023, the Bank had approximately 5.1 million digital banking customers, whom
conducted approximately 433 million digital banking transactions which represents a growth of 32%
compared to 327 million transactions in 2022.
The Bank's processes run on a robust, proven and scalable information technology platform called
Finacle deployed by Infosys Technology Limited, India, to drive banking processes and products
on a real time basis online. In 2019, the Bank upgraded its technological infrastructure in its full
technology refresh, which provided an improved infrastructure for enhanced operational efficiency,
electronic banking capabilities and provided quantitative management information for faster
decision making. Using its refreshed infrastructure and electronic banking solution, other
technology solutions were rapidly and effectively deployed to aid product/service development and
distribution, mitigate any disruptions caused by the COVID-19 pandemic, and strengthen service
experience for clients. Following the Bank's infrastructural upgrade, powered from three data
centres, the Bank can now ensure increased availability and 99% uptime, the period of system
availability, and that the Bank's electronic services are faster and more secure. The technology
refresh allows the Bank's customers to access a wide range of features which has enabled the
Bank to grow its digital footprint.
With the creation of its Digital Office in 2020, headed by the Chief Digital Officer, the Bank provides
what it believes to be efficient technologically integrated payments, collections, cash management
and payroll solutions for its clients, which can be integrated into the customer's systems to provide
efficient and cost-effective bulk payments and collections and reporting capabilities. Under the
Digital Office, the Bank works to develop products that leverage on its new technological
infrastructure as well as its information technology platform to cater to its clients' individual banking
needs. Services also include a call centre that provides 24/7 access to customers and enables
product bundling and cross selling, manned by over 159 call centre agents as at December 2023.
In addition, services include an electronic import trade alert that provides prompt notification to
international trade clients on the status of their trade transactions at any point in time via SMS or
e-mail, and the automation of transaction processes including credit process of loan origination,
approval, tracking, administration, monitoring, reporting and collection in order to improve service
experience for clients, shorten turnaround time and achieve more efficient credit and monitoring
processes. The Bank also partnered with Visa to launch its mVisa, a QR Code based payment
system designed for merchants as an alternative to a POS machine, and a significant investment
in its ATMs across Nigeria.
Focus on human capital with employee training programmes and workforce diversity
The Bank recognizes that as a service organization, its people are an essential element in its quest
for excellence in banking services delivery and is therefore focused on the recruitment,
development and retention of high-quality staff. The Bank continues to recruit top graduates from
the best local and international universities and qualified people from the financial sector. The Bank
provides employees with extensive training and development in various areas including leadership
development, finance, accounting, information technology, economics and customer service that
aim to meet the developmental needs of staff, and in leading business schools as part of an active
learning and capacity- building process. The Bank also aims to offer a competitive range of
employee benefits in order to recruit and retain high quality personnel.
Fidelity Bank is an equal opportunity employer and is committed to promoting gender diversity in
the workplace. The Bank recognizes that women have different skills, viewpoints, ideas and
insights which will enable it serve a diverse customer base more effectively. As at 31 December
2023, the Bank had a total of 3,063 employees of which 50% were male and 50% were female.
Prospectus 25
The Bank places a high premium on all its employees and recognizes that their input is critical for
its long-term success. Consequently, the Bank ensures its continued compliance with regulatory
provisions on employment and carries out pre-employment background screening on prospective
employees. The Bank also ensures that all employees are treated fairly and equally regardless of
their ethnicity, gender, nationality, religion or other factors, while promoting diversity in the
workplace. The Bank operates a contributory pension plan for its employees in accordance with
the provisions of the Pension Reform Act 2014.
5. MARKET POSITION AND COMPETITION
Notwithstanding the significant changes in the competitive landscape of the Nigerian banking
sector, the Bank has continued to perform well, becoming among the top six Nigerian banks in
terms of profit after tax (7th), total assets (6th), net loans and advances (5th) and total deposits
(6th) based on the published financial reports of Nigerian banks as at 31 December 2023.
Benchmarking Nigerian Commercial Banks1
The Bank considers its main competitors to be First City Monument Bank Limited, First Bank of
Nigeria Limited and United Bank for Africa PLC in the retail market segment, taking into account
the Bank's range of retail products and services. The Bank also faces competition in the corporate
customer segment from First City Monument Bank Limited, Access Bank PLC, First Bank of Nigeria
Limited, Zenith Bank PLC, Guaranty Trust Bank Limited, and Stanbic IBTC Bank Limited, in areas
of structured financial products, services and price in key industry sectors such as oil and gas,
telecommunications and manufacturing. Recently, financial technology (“FinTech”) and
telecommunication (“Telecom”) companies have begun to compete with the Bank in the retail
lending space. The Bank believes it has maintained its competitive position as a result of a number
of factors, including its product expertise and innovation in a number of areas, growing its customer
base through implementation of the Value Chain Model, and providing high standards of customer
service, customized solutions and advisory services.
1
Banks publicly available financial statements. As of FY2023 results released by the respective banks.
Prospectus 26
6. DESCRIPTION OF BUSINESS
Business Segments
The Bank has three reportable segments in its financial statements. They are corporate banking,
retail & commercial banking and investment banking.
Revenue by segment Profit before Tax by segment
13% 9%
22% 20%
12%
18% 48%
FY 2023 FY 2022 FY 2023 51%
FY 2022
69% 29%
30% 79%
a. Corporate Banking Division ("Corporate Banking") serves the Bank's institutional clients,
including large corporations, established middle-market companies and rapidly growing
businesses. The Bank's Corporate Banking clients usually have turnover in excess of ₦5
billion. The Corporate Banking business is organized under industry sector sub-groups and
focuses primarily on companies with significant market share in the key sectors of the
economy, such as energy (which includes upstream, downstream and services) and power,
telecommunications and FinTech, conglomerates and fast-moving consumer goods.
The Bank offers a wide range of products to corporate banking customers cutting across
lending products and deposits instruments. Lending products include project financing, working
capital financing, trade financing, receivable financing, asset financing, franchise financing,
term loans, lease financing, bridge financing and syndicated loans. Deposit products include
demand and term deposit accounts, as well as, services covering local fund transfers between
accounts, batch payments (processing of a group of payment orders), bill payments, third party
transfers, safe custody services, payroll, duty payments and government remittances.
As at 31 December 2023, the Corporate Banking segment accounted for 15.12% of the Bank’s
total assets, 21.06% of the Bank’s interest income and 12.38% of its profit before tax.
The Bank's Corporate Banking business operates through five sub-groups that provide tailored
sector-based services:
− Energy and Power: structured to provide banking services to companies across the full
value chain of the energy and power sectors. Customers in the energy sector include
international oil companies, independent / indigenous oil companies and national oil
companies. Customers in the power sector encompasses companies involved in the
generation, transmission, and distribution of power in the country.
− Telecommunications and Financial Technology: structured to provide services to

telecom operators, telecoms infrastructure providers, value added services operators,
telecom distributors; as well as emerging FinTech companies and payment service banks.
− Fast-moving consumer goods: structured to meet the needs of companies who

manufacture or deliver consumer and healthcare products in Nigeria. The segments
covered are: manufacturing, food manufacturing (e.g. sugar refinery, rice milling plant and
salt production), pharmaceuticals, foods & drinks packaging and processing, including fruit
juice and water production, biscuits, sweets and confectionaries and food importation (e.g.
rice, sugar and salt).
Prospectus 27
− Conglomerates: structured to serve multinational companies and local companies that

are wholly or partly owned by foreigners who manufacture or deliver services in more than
one country outside their parent country. The market segments covered in this sub-group
are: manufacturing, pharmaceuticals, soft drinks, breweries, food packaging and
processing, fruit juice and water production, biscuits, sweets and confectionaries, food
importation (e.g. rice, sugar and salt), and food manufacturing (e.g. sugar refinery, rice
milling plant and salt production).
− Private banking: structured to provide services that complements the service offerings of
the corporate banking division by focusing on the CEO's, executive directors and other
board members of multinationals and local companies, corporate high-income earners,
self-employed professionals and HNI’s.
b. Retail, Commercial and Public Sector Banking ("Retail Banking") covers a comprehensive
range of retail, personal and commercial services to individuals, small and medium business
customers including a variety of E-Business products to serve the retail banking segment. The
Bank's Retail Banking business model employs a targeted cross-selling strategy that combines
financial advisory services with business development aimed at creating strong value-creation
for the Bank's clients. For SMEs, the Bank focuses on sustainable growth sectors with export
potential (such as beauty care, shoes and other leather products, as well as the entertainment
industry, hospitality, agricultural product processing, and education). For retail customers, the
Bank aims to provide innovative solutions to meet the financing and transactional needs of
individuals through a well spread branch network (250 business offices) and a wide range of
electronic banking services that offer convenience, speed and reliability.
As at 31 December 2023, the Retail Banking segment accounted for 63.96% of the Bank’s
interest income, 79.01% of the Bank’s profit before tax, 72.34% of the Bank’s total assets.
The Retail Banking customers are organised by the following segments:

• Profit and non-profit making businesses and organisations (including hospitals, non-
government organisations, associations and travel agencies) with turnover below ₦5
billion.
• Public sector organisations engaged in business activities within and outside the value
chain of the Corporate Banking customers.
• Public sector businesses outside the federal public sector, including the state
government, local governments, state ministries, government agencies and parastatals;
and
• Individuals of all income levels, including low-income salary earners that use mostly salary
savings accounts, students, micro-scale business owners, middle-class workers/income
earners, corporate high-income earners, self-employed professionals and HNI’s.
c. Investment Banking Division (“Investment Banking”) manages the Banks’ liquidity

positions and investments in securities and provides brokerage services through trading
government securities and corporate bonds on behalf of its non-borrowing clients. These
functions are handled through its Treasury department. It focuses on structuring risk
management solutions to help mitigate interest rate and foreign exchange risks for the Bank
and its customers.
The Treasury department handles the Bank's investments in securities, foreign exchange and
cash instruments, and is responsible for the evaluation, safety and profitability of the Bank's
investment portfolio derived from excess funds not used for the origination of customer loans.
These investments range from overnight/call funds placed with other banks to the purchase of
longer-term treasury bonds.
The Bank is a CBN licensed primary dealer and a market maker in Nigerian treasury bills and
other money market instruments as well as a licensed wholesale foreign currency dealer. The
Treasury division also works with corporate customers, pension funds and federal and state
governments to deliver currency and fixed income solutions tailored specifically for their
requirements.
As at 31 December 2023, the Investment Banking division accounted for 14.98% of the Bank’s
interest income, 8.61% of the Bank’s profit before tax, 12.54% of the Bank’s total assets.
Prospectus 28
Distribution Channels
The Bank’s business segments are supported by its distribution channels, as detailed below:
a. Branch Network: As at 31 December 2023, the Bank had over 250 business offices in Nigeria,
strategically located, to cover every state and key business town in Nigeria. About 80.0% of
the branches are located in key business hubs and the most economically viable regions in
Nigeria. 34.1% of the branch network is in Lagos, Nigeria’s commercial capital and 9.8% of the
branch network is located in Abuja, the fast-growing federal capital city.
All of the Bank's business offices accept customer deposits, while only certain business offices
are specifically authorized to make loans, which depends, amongst other things, on the
availability of officers with the requisite skills at those business offices. The Bank through its
newly acquired subsidiary, Union Bank UK PLC (now FidBank UK Limited), has a physical
presence in London, United Kingdom in addition to the correspondent banking relationships
with banks in New York, United States of America; London, United Kingdom; Johannesburg,
South Africa; Dubai, United Arab Emirates; and in Lebanon.
b. Agency Banking: The Bank introduced its agency banking brand, “Area Konnect” in 2021, in
recognition of the need to reach the significant portion of the Nigerian population that remain
unbanked and underbanked in order to include them in the formal banking system. Agency
Banking has been an effective measure to progress financial inclusion in the country. Overtime,
the Bank’s agency network has connected and would continue to connect a broad array of
communities to the Bank’s financial services, giving Fidelity Bank a competitive advantage to
offer value-added services to a wider range of customers. Customers have benefited from
having the opportunity to carry out transactions and swiftly resolve transactional issues, within
their neighbourhood without visiting the physical branches. The Bank has since grown its agent
network to 21,000 agents as at 31 December 2023.
c. Electronic Banking: The Bank provides unique digital solutions that gives customers absolute
control over their banking lifestyle and offers significant ease and convenience to complete
banking transactions from anywhere in the world. The Bank has eight (8) designated electronic
banking products and services including:
a. Debit and Credit Cards: The Bank's debit/credit card issued to customers can be used
anywhere in the world through multiple channels, POS, web or ATMs. The Bank’s card
portfolio boasts of other competitive features like; virtual cards, contactless cards,
signature cards in Naira and USD, Verve Global cards and Fidelity Bank Visa credit cards
The Bank has issued over 3.1 million cards to its customers as at 31 December 2023.
b. Online Banking: The Bank's online banking platform empowers customers to handle
numerous financial transactions at their convenience from any location in the world, without
needing to be present in a banking hall. Customers can customize their User ID, request
for loans, self-register, make bills’ payments, and transfer funds to any bank (foreign and
domestic) among other features.
c. Corporate Online Banking: This product is customized for corporate customers with key
features like workflow creation, bulk payment file upload with enhanced security: multi-
levels of transaction authorization, with hard token usage, real-time report availability and
access to transaction history, account balances, amongst others.
d. Instant Banking: Instant banking is an Unstructured Supplementary Service Data

(“USSD”) service that gives customers access to financial transactions directly from their
mobile phones using the phone number linked to their Fidelity Bank account. The channel
offers various services that include bill payments, airtime purchase, funds transfer, balance
enquiry, instant loans and many more.
e. Mobile Money: Mobile money is an electronic wallet service that allows users to store,
send, and receive money using their mobile phone. This is accessible on both smartphones
and feature phones using a USSD string.
f. Automated Teller Machine: As at 31 December 2023, the Bank had 842 ATMs in its fleet,
which service an average of 2.5 million transactions monthly. Customers can also open
Prospectus 29
account, transfer funds, make bill payments, and access other banking services on the
Bank's ATMs like biometric and card-less withdrawals.
g. VIRTUS: Virtus is the in-house collection platform from the Bank that facilitates seamless
receipt of payments for goods and services, and other collections from multiple payers on
behalf of a biller. The platform is used to facilitate the payment of different bills, fees, levies,
premiums, airtime, and subscriptions, etc. by the banking public through electronic
payment channels.
h. Point of Sale terminals: The Bank's POS terminals are also value-added services
enabled with features such as bill payments, transfers, balance enquiry and withdrawals.
The Bank offers instant settlement, daily transaction reports, and compatibility with all
domestic and foreign cards to its merchants. As at 31 December 2023, the Bank had
issued over 145,000 POS machines, representing a 52.6% growth from the number issued
as at 31 December 2022 (95,000).
i. NQR: It is a secure quick response code-based payments and collections platform

designed for merchants and customers to receive and make payments for goods and
services using their smart phone, which offers instant settlements, a personalized
reconciliation portal, low transaction fees and a personalized merchant application.
j. Fidelity Paygateplus: This web payment service provides institutional customers with an
internet payment gateway for accepting card payments, customized payment capabilities
that are tailored to peculiar business needs, flexible backend reporting, settlement, data
export functions, and optional straight integration to corporate legacy systems.
Strategic Functions
The Bank's core business segments are supported by key strategic functions which are grouped under
the three main divisions described below.
▪ The Risk Management Division – The Risk Management Division of the Bank is supervised by
the Chief Risk Officer who is an executive director sitting on the Board, in line with Fidelity Bank's
strong emphasis on risk management. Under this division, the Bank runs an ERM model and takes
a holistic view in the identification and mitigation of risk factors that can hinder the achievement of
organizational goals and objectives.
▪ The Digital Office – The Digital Office, headed by the Chief Digital Officer, was created in response
to rising demand for data driven and electronic services in the marketplace. The Digital Office is
tasked with integrating "digital" as a core element of the Bank's enterprise strategy. The Digital
Office supervises numerous Bank's functions including, electronic and transactional banking,
customer experience, digital marketing, retail banking and product development, ecosystems and
partnerships.
▪ Information and Technology Division – The Bank's digital transformation, which was catapulted
to the forefront of many enterprise strategies due to national shift to a cashless economy, is a key
focal area for the IT division. Guided by sound information technology and security risk
management principles, the Bank strives to ensure that customer can access speedy and secure
banking services at their fingertips underpinned by the highest level of information and data
security.
The Bank has put in place measures to ensure that in the event of a disaster, the banking
operations can continue with minimal or no disruption. The Bank's information technology services
are provided out of a Tier III collocated data centre with a Disaster Recovery Centre; one of the
few banks in Nigeria to achieve this feat. The data centre Tier III certification evidence that the data
centres provide 100% availability (no more than 1.6 hours downtime per year), with multiple paths
for power and cooling distribution. To ensure that the Bank's IT, Security and Risk Management
processes are standardized, and in alignment with the CBN's IT Standards Roadmap, the Bank is
certified to international standards which have been assessed by certification bodies and CBN-
appointed consultants. The Bank is certified to the Information Technology Service Management
System – ISO 20000:2018, Information Security Management System – ISO 27001:2013,
Business Continuity Management System – ISO 22301:2019, Occupational Health Management
System - ISO 45001:2018 and the Payment Card Industry Data Security Standard. The Bank has
Prospectus 30
also adopted various frameworks such as The Open Group Architecture Framework (TOGAF),
COBIT 5, and ITIL version 3 amongst others.
7. FUTURE PLANS
Short-term
▪ Strengthen distribution and funding capabilities through expansion of e-channels network,
increased agency banking network, partnership and collaboration with FinTech companies,
and strategic funding alliances.
▪ Deepen participation in the retail and SME segments.
▪ Strengthen the Bank’s market share in niche corporate banking sectors such as IT, Telecoms
and other fast-growing sectors.
▪ Improve operational efficiency through proprietary technology-driven business.
Medium-term
▪ Further leverage the value chain of our corporate clients to extract maximum value for our
commercial / SME and private banking businesses.
▪ Fully deploy investments in technology infrastructure covering robotic process automation and
enhanced digital solutions.
▪ Diversify earnings base by leveraging technology, digitization and business expansion beyond
Nigeria and the banking industry.
▪ Consolidate leadership in the niche corporate, SME, retail and e-Banking segments towards
establishing our market dominance.
Long-term
▪ Continuously expand our distribution capacity in target markets to maintain a leading position.
▪ Provide unrivalled customer service based on deep segment experience and solid
technological distribution infrastructure.
▪ Become a market leader in every product we offer to our customers and in every segment we
choose to serve.
▪ Build a strong consumer finance offering with targeted distribution through a wider electronic
platform network.
Prospectus 31
8. STRATEGY
The Bank’s strategic plan is driven by seven (7) core pillars, as detailed below
Performance ▪ Strong fundamentals, asset quality and strategic cost management

Discipline ▪ Aim to strengthen fundamentals, improve asset quality and strategic cost
management
Accelerated ▪ Increased market penetration and business diversification

▪ Expand and strengthen the Bank's role in the Nigerian retail banking sector
Growth
▪ Consolidate and further develop relationships in select priority sectors of Nigeria
Digital ▪ End-to-end digitalization across our business (front, mid and back office)
▪ Strengthen distribution capabilities through focused electronic channels strategy
Transformation
▪ Leveraging digital banking to drive down cost to income ratio
▪ Focus on the digitalization of its products and services to provide robust mobile and
internet banking with strong security features
Service ▪ Build brand loyalty through personalized and seamless customer experience delivery
Excellence ▪ Adopt a customer-centric chain model to offer tailored products and services and
deliver insights-driven experiences across all customer segments
Workforce
▪ High performing and empowered workforce
transformation
▪ Diversify earnings base by developing new products and selling franchised products
through wider distribution channels
Innovation ▪ Encourage continuous process improvements and continue to develop project finance
and other specialist finance functions
▪ Increase top mind awareness of the Fidelity Bank brand for both external and
Brand refresh internal stakeholders
▪ Develop a digital marketing strategy to specialize in highly attractive niche sectors
and segments
Performance Discipline
Management believes that the Bank has the management capabilities to grow and expand the
business while maintaining or improving its operational efficiency. The Bank intends to increase its
operating efficiency through consistent process improvements aimed at cost reduction and better
customer service. To achieve these goals, the Bank plans to optimize costs by leveraging on self-
service, protocols workflows, robotics process automation and Artificial Intelligence; implement
cost optimization strategies and preventive maintenance policies; create a recognition framework
for cost-effective SBUs; and implement initiatives to increase the ratio of back office to marketing
staff.
Additionally, improving the Bank's risk capability and realigning its risk appetite with the Bank's
strategy is vital. To enhance its internal risk capability and drive down its cost of risk, the Bank
continuously reviews and adapts its lending framework and the skills of risk officers across all risk
management functions. Furthermore, the Bank embeds across its organisation, a risk management
culture, such as embedding risk management in performance evaluation and reward system by
adopting risk-based decision making and rigorously monitoring key risk indicators (KRIs) across
the business.
Finally, the Bank plans to implement proactive measures to optimize the Bank's balance sheet and
sustain low NPL ratios across the Bank. To achieve this objective the Bank has reviewed and
updated its loan monitoring and remediation plan for each business directorate. It has designed
Prospectus 32
and implemented a sectorial risk assessment framework to facilitate the proactive identification and
mitigation of risk as well as to prudently grow its loan portfolios in key sectors to shift their mix to
assets with higher (risk adjusted) yields. By enhancing the Bank's funding profile by aggressively
driving low cost liability across its focused segments, the Bank intends to drive down the cost of
funds and identify opportunities to optimise risk asset pricing.
Accelerated Growth
The management of the Bank intends to continue to focus on key areas of economic growth in
Nigeria. With respect to traditional banking services, the Bank believes there are many
opportunities for growth and expansion in light of the economic and political reforms in the region,
especially fast-growing industry sectors, as well as infrastructure finance and the growing
consumer finance sector. In particular, the Bank intends to:
▪ Expand and strengthen the Bank's role in the Nigerian retail banking sector: The Bank’s
management believes that there is an untapped market of new customers that have not yet
had access to financial services due to numerous socio-economic factors. To reach these
customers the Bank has designed a digitally-enabled agency banking model to penetrate the
novel customer segment. For the youth market, the Bank has developed and rolled-out youth-
focused banking models to attract and retain young customers, creating virtual branches/hubs
to drive youth customer acquisition in retail banking.
In addition, Management believes that there is an emerging middle class and upper-middle
class in Nigeria with an increasing need for banking and financial services, which it expects
will grow significantly as a result of the continued implementation of economic reforms. The
Bank seeks to benefit from this growth, facilitated by the improvement of the Nigerian credit
bureaux and the leveraging of the Bank's strong brand name by providing targeted propositions
and services to HNI’s and professionals, in addition to partnering with international luxury retail
customers within the value chain of its large corporate clients. Additionally, the Bank has
invested significantly, and continues to invest, in its product distribution channels nationwide
to facilitate access into crucial market areas through the deployment of ATMs, POS terminals,
multimedia contact centre and telephone, internet and mobile banking, enabling it to access
communities in key business centres as well as remote areas.
▪ Consolidate and further develop relationships in select priority sectors of Nigeria: The Bank
believes that there are many opportunities for growth and expansion in the agriculture, SMEs,
manufacturing, education and project infrastructure finance and public sectors of the Nigerian
economy. The Bank intends to capture these growth opportunities by leveraging and further
expanding its extensive distribution network, taking advantage of its growing balance sheet to
generate additional volume of business and by continuing to offer a wide range of innovative
products and services to its customers in order to deepen its participation in the corporate,
commercial and SME business space.
Digital Transformation
The Bank identifies "digital" as a critical enabler for the realization of its strategic ambition of
becoming a Tier-1 bank by 2025. Management believes a key element in growing the business
and increasing profitability while maintaining operational efficiency is to continue to develop
efficient distribution channels. The Bank is shifting product distribution focus from pure brick and
mortar to using both low-maintenance physical business offices at strategic locations to deliver
brand visibility, agency banking and electronic distribution channels to provide banking services to
its growing customer base.
Service Excellence
Management sees the customer-centric chain model as an important part of its strategy to
differentiate itself from competitors, and to acquire and maintain its market share across all of its
business segments. The customer-centric model approach is premised on aligning the Bank's
products and services to the activities and financial services requirements of its customers.
Through its well-trained staff, the Bank believes that it has the requisite skills as well as the product
expertise to address the specific needs of distinct customer segments.
Prospectus 33
Management believes that successfully executing the customer-centric model requires the Bank
to build a strong customer-centric culture across its business segments, through developing
targeted comprehensive customer experience training plans for all staff. The Bank also deploys a
technology enabled, integrated Voice of the Customer programme that captures customer
feedback from all channels, across key customer cohorts. Through this model, the Bank is able to
offer tailored products and services and deliver insights-driven experiences across all customer
segments.
Workforce Transformation
The Bank believes that attracting, training and retaining skilled employees is critical to the
achievement of its strategic objectives. Accordingly, the Bank seeks to attract and fill vacancies
with qualified professional staff on a timely basis, and to train and retain dedicated staff with the
right mix of customer service skills, product expertise and sector knowledge to assist in the growth
of the business. The Bank will continue to seek to develop a skilled and efficient work force for its
expanding business, and to achieve the right number, mix, level and quality of staff for its branch
network and electronic banking platforms. In addition, to adapt to the changing economic
environments, the Bank also plans to embed new ways of working in the Bank. To achieve this
objective, the Bank has integrated flexible and remote working arrangements into the Bank's
employment policies, institutionalized virtual meetings and trainings offered to its staff and
implemented a contract staffing model to improve efficiency.
Innovation
The Bank believes there are opportunities for growth through enhancing its existing products and
services and creating avenues for the accretion of ideas. It drives innovation by:
▪ Encouraging continuous process improvements for its product and service offerings by
engaging with employees through a platform for employees to "pitch" their innovative ideas to
the leadership of the Bank with the aim of reducing costs to serve and enhancing profitability.
▪ Diversifying earnings base by developing new products and selling franchised products
through wider distribution channels.
▪ Continuous development of project finance and other specialist finance functions to provide
specialist advice on infrastructure finance and project & structured finance, as well as to further
develop specialist finance functions to take advantage of the opportunities arising for financial
intermediaries in the infrastructure sector.
Brand Refresh
The Bank is intent on increasing the "top of the mind awareness" of the Bank brand for its external
and internal stakeholders. To achieve this objective, the Bank has developed a digital marketing
strategy targeted at key customer segments and covering key messages, channels and monitoring
framework. In addition, through its updated digital marketing strategy, the Bank intends to also
reach highly attractive niche markets and segments.
The Bank, through its Digital Office, continues to focus on the digitalization of its products and
services to provide low-cost banking services to its retail, SME and corporate banking customers,
such as robust mobile and internet banking with strong security features. In addition, the Bank has
made a significant investment in its ATMs spread across the country in commercial centres, tertiary
institutions, recreational centres and rural areas to drive profitability, customer convenience and
financial inclusion. The Bank also situates ATMs in its own branch network, and on the premises
of its corporate customers with the aim of improving customer service, generating higher levels of
fee-generating activity and reducing its cost to serve. Furthermore, the Bank has over 140,000
POS terminals in Nigeria. These POS terminals are located in retail and commercial environments
and are a veritable tool for building low-cost deposits while ensuring customer convenience.
Prospectus 34
Environmental Social Governance (“ESG”)
The Bank understands the significant role it plays in driving economic growth in Nigeria especially
through its lending activities and the potentially undesirable impact such investments can present
to the environment and its community if not adequately managed. It is therefore committed to
ensuring that its lending decisions meet a tripod of objectives: (i) economic viability, (ii)
environmental responsibility and (iii) social relevance. This way, the Bank strives to ensure that,
for its activities and investments, the costs of economic development do not fall disproportionately
on those who are poor or vulnerable, that the environment is not degraded in the process, and that
renewable natural resources are managed sustainably. With this understanding, the Bank will
continue to observe relevant local and international standards such as the Nigerian Sustainable
Banking Principles, Equator Principles, the International Finance Corporations Performance
Standards, World Bank Environment Health Safety Guidelines and other best practice standards
in managing environmental and social risks in its operations as well as that of clients it finances.
The Bank manages the ESG concerns associated with its internal operations and undertakings by
making ESG considerations a fundamental part of everyday decision making in all of its offices.
The Bank's Sustainable Banking Governance Committee, which includes Executive and Senior
management members, oversees the implementation of the Bank's ESG and sustainability policies
by ensuring best practice in ESG standards are pursued within the Bank's operations. Digitisation
and resource efficiency initiatives have continued to drive down unnecessary resource usage within
the Bank. The Bank's Sustainable Procurement Policy provides a critical examination of ESG
impact of the Bank's procurement of specific products and services.
Through its commitment, the Bank has identified innovative and effective opportunities that will
enable its business operations and activities to be carried out with increasingly less adverse
environmental and social impact while enhancing benefits to its stakeholders. This is why it has
mainstreamed ESG procedures across its operations and activities, while also expanding its
support for economic growth. To fulfil its commitment towards ESG/sustainability development, the
Bank has adopted core sustainability commitments to address international issues affecting: (i)
Climate Change, (ii) Biodiversity Conservation, (iii) Human Rights, (iv) Women’s Empowerment,
(v) Social Empowerment and (vi) Environmental and Social Risk Management. These core
commitments drive and underpin the requirements outlined in the Bank's Broad Sustainable
Banking Policy.
The Bank strives to lead by example in environmental social governance management. The Bank's
comprehensive E&S Risk Management Systems which is well entrenched in the Bank's Credit
processes, affords the Bank the opportunity to help its clients secure long-term continuity of their
businesses in potentially sustainable manners. The Bank's Human Rights and Diversity Policy
defines its commitments towards upholding human rights and supporting workplace diversity and
inclusiveness in our business operations and investment activities. The policy encapsulates a non-
discrimination policy, which prohibits the use of child labour, forced labour and discrimination on
grounds of religion, gender, race, tribe, age, physical challenge, or economic background.
Commitment to Social Responsibility
Commitment to social responsibility is an important part of the Bank's operations and the Bank
strives to positively impact society and the environment through its operations, products and
services as well as through its interactions with key stakeholders. The Bank has actively supported
various socially responsible initiatives and programmes in recent years such as:
▪ The Fidelity Helping Hands Programme on Social Welfare, which is a staff sponsored initiative,
with about 400 "ambassadors" across the Bank participating in activities such as renovating
dilapidated public infrastructure including primary schools, orphanages, hospitals and prisons.
The Bank also provides a matching donation for any donations made by the Bank employees
under this programme.
▪ Partnership with the Nigerian Conservation Foundation in advocacies through nature walks
and art fairs, in the use of biodegradable cash bags, maintenance of green zones, and through
internal policies on energy management.
Prospectus 35
▪ Supporting responsible investment by financing economically impactful projects: The Bank is

also a participating institution in the Equator Principles, which is a voluntary set of standards
for determining, assessing, and managing social and environmental risk in project finance. The
Bank is also a signatory to the CBN's social reporting efforts to ensure proper environmental
impact assessment in project execution.
9. BOARD OF DIRECTORS
The Bank’s general policies are determined by a board of fourteen (14) members. As at the date
of this Prospectus, the Board comprises of the Chairman, six (6) Executive Directors and eight (8)
Non-Executive Directors (including three (3) Independent Directors).
Mr. Mustafa Kemal Chike-Obi - Chairman
Mustafa Chike-Obi is the Executive Vice Chairman at Alpha African Advisory with over 41 years of
investment banking and financial services experience. He provides overall leadership at Alpha
African Advisory and has direct oversight of the capital raising division. Previously, he was the
inaugural CEO of AMCON. He started his Nigerian Banking career with Chase Merchant Bank
(1980 – 1982) as Head of Treasury Department and was Founding President at Madison Advisors,
a financial services advisory and consulting firm at New Jersey, specializing in hedge funds and
private equity investment advice. He also held leadership and senior positions at Shoreline Group,
Goldman Sachs, Bear Stearns and Guggenheim Partners in the United States amongst others,
where he gained global capital markets experience. He chaired the Public Securities Association
Trading Practice Committee of the National Association of Securities Dealers, overseeing
mortgage-backed securities. Mustafa holds an MBA from Stanford University School of Business
(1984) and a First-Class Honours degree in Mathematics from the University of Lagos (1978). He
joined the Board in August 2020.
Mrs. Nneka C. Onyeali-Ikpe - Managing Director / Chief Executive Officer
Nneka Onyeali-Ikpe became the Managing Director / CEO of Fidelity Bank on 01 January 2021,
after playing a key role in the Bank’s transformation for the prior six years. Previously, she served
as the Executive Director, Lagos and South-West region where she led the transformation of the
directorate to profitability and sustained its impressive YoY growth, across key performance
metrics. With over 31 years of banking experience, including roles at Standard Chartered Bank
Limited, Zenith Bank PLC, and Citizens International Bank Limited, she has held management and
leadership positions in legal, treasury, investment banking, retail/commercial banking and
corporate banking. Nneka has been involved in the structuring of complex transactions in various
sectors including Oil & Gas, Manufacturing, Aviation, Real Estate and Export. She also served as
an Executive Director at Enterprise Bank PLC, where she earned recognition from AMCON for the
bank’s successful turnaround. Nneka holds a Master of Laws (LLM) degree from Kings College,
London (2005) and obtained a Bachelor of Laws (LLB) degree from the University of Nigeria,
Nsukka (1984). She has attended executive training programs at Harvard Business School, The
Wharton School University of Pennsylvania, INSEAD School of Business, Chicago Booth School
of Business, London Business School, IMD and Said Business School, Oxford University, UK,
amongst others. She is an Honorary Senior Member of The Chartered Institute of Bankers of
Nigeria.
Mr. Stanley Chiedoziem Amuchie - Executive Director
Stanley Amuchie is Fidelity Bank's Executive Director and Chief Operations and Information
Officer. He brings over 23 years of diverse experience in the banking and financial sector. He
began his career at Arthur Andersen (now KPMG Professional Services) in 1995 before joining
Zenith Bank PLC in 2000, where he climbed the ranks to become Group Chief Financial Officer in
2015 and Group Zonal Head in 2018. During his time at Zenith Bank PLC, he also held non-
executive roles in various subsidiaries and chaired Zenith Securities Limited. Between April 2019
and February 2021, Stanley served as Chief Technical Consultant at Mint Financial Technologies
Limited (now Mintyn Bank), and in March 2021, he became a Technical Consultant to Fidelity Bank
before being appointed as an Executive Director. He has a Master of Science degree in Corporate
Governance from Leeds Beckett University in the UK (2014) and obtained a Bachelor of Science
Degree (First Class Honours) in Industrial Chemistry from the University of Benin (1994). He has
completed leadership and executive development programs at renowned business schools,
Prospectus 36
including INSEAD France, Harvard Business School, and Lagos Business School. Stanley is a
Fellow of the Institute of Chartered Accountants of Nigeria and an Honorary Senior Member of the
Chartered Institute of Bankers of Nigeria. He joined Fidelity Bank's Board in January 2022.
Dr Kenneth Onyewuchi Opara - Executive Director
Dr. Kenneth Opara joined the Board on 01 January 2021 as Executive Director, Lagos and South
West Directorate. Prior to his appointment, Dr. Opara served as General Manager / Regional Bank
Head, Ikeja Region. He has over 30 years’ experience in banking and worked at various financial
institutions including legacy Omega Bank PLC, Equatorial Trust Bank PLC and Manny Bank PLC,
before joining Fidelity Bank in 2006, following its merger with Manny Bank PLC. He has core
banking experience in diverse areas of banking including Credit, Treasury, Retail, Consumer and
Commercial Banking, International Operations and Corporate Banking and has held senior
management positions in the industry including Divisional Head, Managed SMEs, Multilateral
Agencies & Trade Missions; Division Head, SMEs, Electronic & Consumer Banking; Head, Private
& Consumer Banking, Head, Affinity Banking & Corporate Consumer Banking; and Head
Consumer & Commercial Banking.
Dr. Opara has attended executive management programs at Harvard Business School, Kellogg
School of Management, Wharton, INSEAD and Lagos Business School amongst others. He is a
Fellow of the Chartered Institute of Bankers of Nigeria and an active member of the Institute’s
Governing Council, where he currently serves as 1st Vice President, having previously served as
2nd Vice President and National Treasurer of the Institute. He has a Ph.D. in Credit Management
from International University of Panama (2019). He obtained a Master of Business Administration
(MBA) (1992) and Bachelor of Science (B.Sc.) degree in Finance (1988) both from the University
of Nigeria, Nsukka.
Mrs. Pamela Iyabo Shodipo - Executive Director, South Directorate
Pamela Shodipo joined Fidelity Bank's Board in February 2023, bringing over 25 years of diverse
banking experience across corporate, commercial, consumer, retail, and public sectors. She began
her career in 1991 at International Standard Insurance Limited and joined United Commercial Bank
Limited in 1992. In 1997, She moved to Zenith Bank PLC, where she rose to Assistant General
Manager by 2007. She then joined United Bank for Africa PLC (“UBA”) in 2007 as a Regional
Director and achieved the position of General Manager in 2017, overseeing multiple branch
managers until 2020. Between 2020 and 2021, she served as Directorate Head, Lagos 3/Public
Sector. Pamela also held the role of Managing Director/Chief Executive Officer of UBA Benin
Republic from December 2021 to November 2022. She has a Master's in Business Administration
from the University of Wales, Cardiff, UK (1996) and obtained a Bachelor's degree in Psychology
from the University of Lagos (1990). She has completed business and leadership programs at
esteemed institutions like Lagos Business School, Harvard Business School, and the University of
Oxford, UK. She is an alumna of Lagos Business School Senior Management Programme
(SMP22) and an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria.
Mr. Abolore Solebo - Executive Director
Abolore Solebo was appointed to the Board on 02 February 2024 as Executive Director, Corporate
Banking Directorate. Prior to his appointment, Abolore served as Acting Head of the Corporate
Bank Directorate from 2021. He has over 24 years’ of extensive financial services and general
management experience including roles at Citizens International Bank PLC, Broad Bank of Nigeria
Plc and Shell International Trading & Shipping Co Ltd. With core banking experience in diverse
areas including Corporate, Investment, Commercial, Retail and Transaction Banking, Enterprise
Wide Risk Management, Corporate Strategy and Consulting within Nigeria and the United
Kingdom, Abolore has held key positions within the Bank including Head, Corporate Bank
Directorate Analyst Group (2008); Division Head, Upstream (2010); Division Head, Energy &
Power/ Project Finance (2017) and serves on various Management Committees.
Abolore holds an MBA from London Business School (UK) (2020), an M.Sc. in Financial
Management and Economics from Middlesex University (UK) (2007), and a B.Sc. in Accounting
from Ogun State University (1998). He has attended executive management and leadership
programmes at international business schools including Wharton, University of Pennsylvania and
Prospectus 37
London Business School. He is also an Honorary Senior Member of the Chartered Institute of
Bankers of Nigeria and a member of The Energy Institute UK (Nigeria Branch).
Mr. Kevin Onyekachi Chukwuma Ugwuoke - Executive Director
Kevin Ugwuoke joined Fidelity Bank in 2015 as General Manager, Chief Risk Officer. He was
appointed to the Board in July 2020 and is the Executive Director Risk Management / Chief Risk
Officer of the Bank. He is currently responsible for Enterprise Risk Management including Credit
Risk Management, Credit Strategy and Policy, Risk Measurement, IT Risk Management, Market
Risk Management and Operational Risk Management. He has over 31 years of banking experience
across various banks namely Citi Bank, Access Bank Limited, United Bank for Africa PLC and
Mainstreet Bank Limited, where he worked in various capacities in Banking Operations,
Commercial Banking, Corporate Banking and Risk Management. Over the period, he was also
Chief Risk Officer of United Bank for Africa PLC and Mainstreet Bank Limited. Kevin holds a Master
of Business Administration degree from Herriot-Watt University, Edinburgh (2022) and a Post
Graduate Diploma in Management from Edinburgh Business School of Herriot-Watt University
(2010). He obtained a Bachelor’s degree (First Class) in Civil Engineering from the University of
Nigeria, Nsukka (1987). He has attended several executive trainings at world-class institutions,
including Wharton and Harvard Business School. He is a Senior Honorary Member of the
Chartered Institute of Bankers of Nigeria.
Mr. Chidi B. Agbapu - Non-Executive Director
Chidi Agbapu served as Chief Dealer/Analyst in various capital market firms including Equator
Finance & Securities Limited and Prominent Securities Limited. He is currently the Co-CEO /
Managing Director of Planet Capital Limited, product of a merger between Strategy & Arbitrage
Limited and Emerging Capital Limited, both being members of Nigerian Exchange Group. Chidi
was a Founding Partner / Managing Director of Emerging Capital Limited from 2004 to 2010. He
currently serves on the Boards of various companies including NGX Group PLC (the holding
company of the Nigerian Exchange Group), and MTI Limited, Accra, Ghana. He served as a
Director of Bendel Feeds and Flour Mills PLC and Central Securities Clearing System Limited for
seven (7) years. He has attended various courses on Governance, Leadership and Strategy at
Wharton School of Pennsylvania and Stock Exchanges of Thailand, New York and Kuwait. Until
his appointment as a Non-Executive Director of the Bank, Chidi Agbapu was the Chairman of the
Statutory Audit Committee of Fidelity Bank PLC. He holds a Masters in Banking and Finance from
the University of Lagos (1995) and obtained a B.Sc. degree in Economics from the University of
Nigeria, Nsukka (1986). He is an alumni of the Lagos Business School (Advanced Management
Program, AMP 14, 2000). He is a fellow of the Chartered Institute of Stockbrokers and has
extensive experience in capital market operations spanning over thirty years.He joined the Board
in September 2018.
Mrs. Morohunke Adenike Bammeke – Independent Non-Executive Director
Mrs. Morohunke Bammeke has extensive multi-functional expertise, with over three decades of
experience in sectors such as IT, Banking Operations, Strategy, Business Origination, and more,
spanning both Nigeria and the UK. Her illustrious 17-year career at Guaranty Trust Bank (GTB)
and GTB UK culminated in her role as the pioneer Managing Director of GTB UK Limited. She also
served notably as the Managing Director of Pensions Alliance Limited and Cedar Capital Consult
Limited. Whilst at First Bank of Nigeria PLC, Mrs. Bammeke was the General Manager and Group
Head, Operations with responsibility for the operations function of the bank covering both Head
Office and branch operations. Currently, she is the Managing Director of Cedar Capital Consult
Limited and is an Independent Non-Executive Director on the boards of Saro Agrosciences and
Palton Morgan Holdings. Academically, Mrs. Bammeke holds an MSc degree in Management from
London Business School, UK (2006) and earned a First Class BSc in Computer Science with
Economics from the University of Ife (1986). She’s a decorated alumna of globally recognized
business schools like INSEAD, Harvard, and Lagos Business School. In addition, she’s a
Chartered Information Systems Auditor and a Fellow of the Institute of Chartered Accountants of
Nigeria. Mrs. Bammeke became a board member of the Bank in November 2021.
Prospectus 38
Alhaji Isa Mohammed Inuwa – Independent Non-Executive Director
Alhaji Isa Mohammed Inuwa has over 35 years of extensive experience in banking and the oil and
gas sectors. He retired as Chief Operating Officer/Group Executive Director, Corporate Services
at the Nigerian National Petroleum Corporation in June 2019, having worked there for over a
decade. During his NNPC tenure, he held various key positions and even served as Deputy
Managing Director of Nigeria Liquefied and Natural Gas Limited. In banking, Alhaji Inuwa has a
diverse background spanning commercial and merchant banking, as well as development finance.
He started his banking career at Union Bank of Nigeria PLC, later becoming Managing Director of
Intercity Bank PLC in 1991. Besides his professional life, he has contributed to public service,
serving on committees related to financial management and public sector debt reconciliation. Alhaji
Inuwa is also involved in charitable activities, raising funds for orphanages and serving as a Trustee
for two Non-Governmental Organizations, one dedicated to autism and the other focused on
economic empowerment, education, and poverty alleviation. Alhaji Inuwa holds a MSc degree in
Accounting and Finance from Stirling University, Scotland (1983) and a BSc degree in Accounting
from Ahmadu Bello University, Zaria (1981). He joined the Bank’s Board in January 2020 and has
completed executive management programs at prestigious institutions worldwide.
Chief Nelson Chidozie Nweke – Non-Executive Director
Chief Nelson C. Nweke currently serves as the Managing Director of Neilville Nigeria Limited. He
worked at Guinness Nigeria PLC before moving to First City Monument Bank Limited where he
commenced his banking career. Thereafter, he joined Legacy Intercontinental Bank PLC where he
rose to the position of Executive Director. His banking industry experience covers Corporate
Services, Capital Markets (Stockbroking), Operations and Public Sector business. He obtained a
Masters in Industrial and Labour Relations (1983) and a B.Sc. degree in Political Science (1979),
both from the University of Ibadan. He has attended various executive development programmes
at world class business schools including INSEAD, France, the University of Michigan School of
Business Administration, IMD Lausanne, Switzerland and Harvard Business School amongst
others. Chief Nweke is an Associate of the Chartered Institute of Stockbrokers, Honorary Senior
Member of the Chartered Institute of Bankers and member of the Chartered Institute of Personnel
Management of Nigeria. Chief Nweke also served as a Non-Executive Director of Premium
Pension Limited, member of the Governing Council of Anambra State Investment Promotion and
Protection Agency and Independent Non-Executive Director of Berger Paints PLC. He joined the
Board of the Bank in December 2020.
Engineer Henry Ikemefuna Chukwuma Obih – Independent Non-Executive Director
Engineer Henry Chukwuma Obih was the Group Executive Director/Chief Operating Officer at
NNPC’s Downstream division until his retirement in 2019, he brings a wealth of cross-functional
experience spanning three decades and various global regions to Fidelity Bank’s Board. His
expertise covers project and performance management, manufacturing and operations, sales and
marketing, strategy, business development, corporate governance, and risk management. Before
joining NNPC, Engineer Obih spent 22 years at Mobil Oil Nigeria (ExxonMobil Nigeria
Downstream), where he held notable positions, including Executive Director for Retail and
Operations, Customer Service, and Logistics. He has also held board positions in various
companies, including Nigeria Gas Marketing Company Limited, Pipelines and Products Marketing
Company Limited, and NNPC Retail Limited, among others. Engineer Obih holds an MBA in
Financial Management from the University of Bradford, England (1993) and a Bachelor’s degree
in Mechanical Engineering from the University of Nigeria, Nsukka (1986). He is a member of
several professional organizations, including the Institute of Directors, Society for Corporate
Governance, Nigerian Institute of Mechanical Engineers, Institute of Credit Administration, and the
Nigerian Society of Engineers. He has attended executive programs at renowned institutions like
Columbia Business School, Massachusetts Institute of Technology, IMD Lausanne, London
Business School, and Lagos Business School. He joined Fidelity Bank’s Board in September 2020
and is well-equipped with a global perspective.
Mr. Chinedu Eric Okeke – Non-Executive Director
Mr. Chinedu Eric Okeke is the Managing Director of Azura Power West Africa Limited, an
infrastructure development and operating company with a special focus on emerging markets in
Africa, including Nigeria. He is a member of the Board of Trustees of the Association of Power
Prospectus 39
Generation Companies. Prior to joining Azura in 2014, Mr. Okeke had a stellar career spanning
over nineteen years in a succession of blue-chip companies including Guinness Nigeria PLC,
Lafarge PLC, Schlumberger Oilfield Services, and General Electric. His areas of interest and
specialization across geographies (Nigeria, France, South Africa, Vietnam and Pakistan), includes
Technology, Power, Corporate Strategy, Finance, Market Analysis and International Development.
Mr. Okeke has held executive and senior management positions in various climes, with direct
responsibility for teams of diverse and multicultural professionals and demonstrated the ability to
develop and maintain strategic client relationships and deliver quality results under complex
conditions. He holds an MBA from Imperial College, London (2003) and a B.Eng. degree in
Electronic Engineering from the University of Nigeria, Nsukka (1994). He has attended executive
training programmes at various premier institutions including Gordon Institute of Business Science,
South Africa; INSEAD, France; Graduate School of Business, Stanford, USA; College of
Management, Georgia Institute of Technology, USA and GE John F. Welch Leadership
Development Centre, USA. He joined the Board of the Bank in January 2021.
Mrs. Nwamaka Theodora Onwughalu – Non-Executive Director
Mrs. Onwughalu has over 30 years of banking experience, with over 10 years in executive roles at
various financial institutions, spanning Commercial Banking, Retail Banking, Treasury
Management, Banking Operations, and Corporate Banking. She previously served as Group
Managing Director of Mainstreet Bank Limited, successfully leading its integration with Skye Bank
PLC, where she held the position of Deputy Managing Director until her retirement in July 2016.
Currently, she is the CEO of Blueshield Financial Services Limited. She holds an MBA from the
University of Port Harcourt, Nigeria (2000) and a MSc in Corporate Governance from Leeds
Metropolitan University, United Kingdom (2009). She obtained her BSc degree in Economics from
the University of Buckingham (1983). Her professional development includes training at esteemed
institutions like INSEAD in France, IMD Business School in Switzerland, the University of
Cambridge’s Judge Business School, and Columbia Business School in the USA. Mrs. Onwughalu
is recognized as a Senior Fellow of the Institute of Internal Auditors of Nigeria, a Fellow of the
Institute of Credit Administration, and a Member of the Nigeria Institute of Management. She is
also an Honorary Member of the Chartered Institute of Bankers of Nigeria and a Fellow of the
Institute of Directors. Beyond her career, she is dedicated to mentoring the girl child and supporting
women entrepreneurs and professionals to contribute to Nigeria’s economic development. She has
received several prestigious awards, including the National Merit Award for Accountability and
Transparency, the Award of Excellence and Distinction for Financial Management, and the
Vocational Service Award from the Rotary Club, Enugu. Mrs. Onwughalu joined the Bank’s Board
in December 2020.
10. MANAGEMENT TEAM
The senior management team of the Bank, led by the Managing Director / Chief Executive Officer
and the Executive Directors, are responsible for the day-to-day management of the Bank and
reports to the Board of Directors. In addition to the Managing Director / Chief Executive Officer and
the Executive Directors, the following are other members of the Bank’s key management team:
Mr. Rafiu Adeboye Ogunmolade – General Manager / Chief Compliance Officer
Mr. Ogunmolade is the Chief Compliance Officer at Fidelity Bank, reporting directly to the Board
Audit Committee and the CEO. He is responsible for ensuring adherence to both internal and
external compliance regulations, including anti-money laundering and counter-terrorism financing.
He began his professional journey with HLB Z. O. Ososanya & Co. in 1992, later working for City
Express Bank PLC and United Bank for Africa PLC. Since joining Fidelity Bank in 2000, he has
contributed to key projects, such as the bank’s consolidation initiatives and the adoption and
upgrade of the Finacle core banking application. He was involved in the implementation of the CBN
cybersecurity framework. Professionally, he’s affiliated with several esteemed organizations like
the Institute of Chartered Accountants of nigeria and the Association of Certified Fraud Examiners.
Academically, he holds a distinction in HND in Agricultural Science from the Federal Polytechnic,
Bida (1994) and a distinction in OND in Agricultural Science from the University of Ife (1984).
Prospectus 40
Mr. Victor Joseph Abejegah – General Manager / Chief Financial Officer
Victor Joseph Abejegah is a results-driven professional with extensive expertise in bank

operations, audit, strategy, and financial controls. Committed to achieving organizational goals,
he’s known for his quick learning, leadership skills, and solution-oriented approach to business
challenges. He began his career at Ben Odina & Associates in 1989 and has since held pivotal
roles in several financial institutions, including the Nigeria Deposit Insurance Corporation and
United Bank for Africa PLC. Joining Fidelity Bank in 2000 as Deputy Manager, he climbed the
ranks, becoming the Chief Financial Officer in 2011, overseeing crucial units like Financial
Reporting and Tax Planning. Academically, Victor holds an MBA from the University of Nigeria
Nsukka (2002) and a HND in Accountancy from the Federal Polytechnic, Idah (1987). He is
recognised by institutions like the Chartered Institute of Taxation and the Institute of Chartered
Accountants of Nigeria.
Mrs. Ezinwa Unuigboje – Deputy General Manager / Company Secretary
Ezinwa Unuigboje serves as the Company Secretary of Fidelity Bank, since May 2014. In her role,
she assists the Board and management in ensuring adherence to governance codes and fostering
good corporate governance practices. She’s instrumental in shaping the annual board plan, guiding
on ethics, handling conflicts of interest, and more. Additionally, Ezinwa offers legal expertise in
areas ranging from debt recovery to intellectual property. She began her professional journey at
Manny Bank Nigeria PLC in 1992 as a Legal Officer, then transitioned to roles at Banwo & Ighodalo
and Nwaekwu & Onyejepu before joining Fidelity Bank in 2000. Over her tenure at Fidelity, she
held various roles, culminating in her current position as Deputy General Manager and Company
Secretary. Ezinwa holds a Master of Laws from the University of Lagos (1997), a Bachelor of Laws
from the Nigerian Law School (1991) and a LL.B Honours from Nnamdi Azikiwe University (1990).
She is also a graduate member of the Institute of Chartered Secretaries & Administrators, London.
Prospectus 41
THE NIGERIAN BANKING SECTOR
1. OVERVIEW OF THE NIGERIAN BANKING SECTOR
Nigeria’s banking industry has swung from one model to another between 1999 and 2023. From
universal banking in 1999, it steered towards the old, specialized banking model before the recent
hard brake reset sent the industry into a more contemporary “Holding Company (Holdco)” model.
The new banking structure mixes specialized banks like investment and merchant banks with a
universal banking-like feature condensed into Holdco structures.
The Nigerian Banking industry currently consists of twenty-six (25) commercial banks, four (4)
non-interest banks, six (6) merchant banks and seven hundred and nineteen (719) microfinance
banks.
In Nigeria, commercial banking license is issued for banking operations on a regional, national,
and international authorization basis as provided in the Commercial Banks regulations No. 1 2010.
There are currently eight (8) international licensed banks, twelve (12) national licensed bank and
five (5) regional banks in Nigeria, comprising of twenty-two (21) domestic institutions and four (4)
international affiliated institutions. Six (6) of the commercial banks are publicly listed on the NGX
whilst six (6) are structured under NGX listed holding companies.
2. SUPERVISION AND REGULATION OF THE BANKING INDUSTRY
a. The Central Bank of Nigeria
The CBN is the apex regulator for the banking industry. Established under the CBN Act of
2007, the CBN regulates and ensures sanity and efficiency in the banking industry. Prior to
January 1999, the CBN was supervised by the Federal Ministry of Finance but now acts
autonomously from the Federal Ministry of Finance with the power to formulate and implement
monetary and exchange rate policies. The CBN Act charged the CBN with formulating and
implementing the monetary and financial sector policies of the FGN. The principal objects of
the CBN are as follows:
1. Ensure monetary and price stability;

2. Issue legal tender currency in Nigeria;
3. Maintain external reserves to safeguard the international value of the legal tender currency;
4. Promote a sound financial system in Nigeria; and
5. Act as Banker and provide economic and financial advice to the FGN.
Consequently, the CBN is charged with the responsibility of administering the BOFIA with the
sole aim of ensuring high standards of banking practice and financial stability through its
activities, as well as the promotion of an efficient payment system. In addition to its core
functions, CBN has over the years performed some major developmental functions, focused
on all the key sectors of the Nigerian economy (financial, agricultural and industrial sectors).
b. Nigeria Deposit Insurance Corporation
NDIC is an independent statutory body established by NDIC Act No. 16 of 2006 with the
exclusive mandate of administering the Deposit Insurance System in Nigeria. As one of the
components of the nation’s financial safety-net arrangement, the NDIC has the responsibility
of protecting depositors and guaranteeing the payment of insured funds when the license of a
deposit-taking financial institution is revoked by the Central Bank of Nigeria.
c. Asset Management Corporation of Nigeria
The AMCON Act was signed into law in July 2010 to achieve a resolution of the non-performing
loan assets within the Nigerian banking sector, with minimal impact on depositors, taxpayers
and other bank creditors. AMCON was created as a resolution vehicle to assist deposit money
banks in Nigeria improve their capital and liquidity positions, with the ultimate aim of stabilising
the financial system. To achieve its objectives, AMCON was required to purchase qualifying
NPLs from all Nigerian banks, with a view to restructure and recover such NPLs. AMCON was
also required to appoint asset managers to manage and seek the best returns on the
` Prospectus 42
underlying collateral with a view to minimising costs to the Nigerian government in the event
that the debtors cannot redeem the debt. With AMCON’s intervention, the banking industry
ratio of NPLs to total credit significantly reduced from 34.4% to 4.95% within one year of its
inception.
Although AMCON was intended to have a lifespan of 10 years as provided in the AMCON
(Amendment) Act 2015, it has continued in existence and remains the holder of various NPLs.
Further to the recent AMCON (Amendment) Act, 2021, the current tenor of AMCON is a period
of 5 years from the expiration of its initial tenor which may be extended by a resolution of the
National Assembly for such further period as AMCON may determine with the approval of the
CBN. All commercial banks in Nigeria are statutorily required to contribute 0.5% Of their
audited total assets and contingent liabilities as at 31 December of each year, to the sinking
fund established to repay AMCON’s debt to the CBN.
3. INDUSTRY REFORMS AND CURRENT TRENDS
In recent times, the banking industry has gone through several regulatory reforms and various
intervention measures have been put in place to further strengthen the system. Banking reform in
Nigeria is an integral part of the country-wide reform program undertaken to reposition the Nigerian
economy to achieve the objective of becoming one of the largest economies in the world. The
various reforms undertaken by the CBN were targeted at making the system more effective and
strengthening its growth potentials.
a. Repeal of the Universal Banking Model
The Universal Banking Model adopted in 2000 allowed banks to diversify into non-bank
financial businesses. Some banks abused the laudable objectives of the Universal Banking
Model with banks operating as private equity and venture capital funds to the detriment of core
banking practices. To address the observed challenges, the CBN reviewed the Universal
Banking Model with a view to directing banks to focus on their core banking business only. In
October 2010, the CBN repealed the universal banking guidelines and issued new rules and
guidelines for the banking licenses regime under the Banking Activities Regulations.
Under this regulation, licensed banks were authorized to carry on the following types of
business: Commercial banking (with either regional, national or international authorization);
Merchant (investment) banking; Specialized banking (microfinance, mortgage, non-interest
banking (regional and national)); and Development Finance Institutions. This rule effectively
required banks to divest from all non-banking business or to adopt a non-operating holding
company structure in compliance with the regulation.
The regulations represent a positive step by the CBN to sanitise the banking industry, with the
ultimate aim of ensuring financial stability. Since the release of the 2010 Regulations, the
Nigerian banking system has witnessed a flurry of restructuring and reorganisations, which has
indeed reduced the risks to which the banks were hitherto exposed as a result of their
operations and restored investor confidence.
b. Holding Company restructuring
In compliance with the CBN’s Banking Activities Regulations (which repealed the Universal
Banking Guidelines and limited the ability of banks to undertake non-banking business), and
Guidelines for Licensing and Regulation of Financial Holding Companies in Nigeria (2014),
some of the major Tier I banks have adopted the holding company structure; Access Holdings,
FBN Holdings and Guaranty Trust Holding Company adopted the holding company structure
in a bid to diversify business portfolios into new areas within the financial service industry that
are permissible under the Guidelines for Licensing and Regulation of Financial Holding
Companies in Nigeria, 2014.
Following the adoption of the holding company structure by these banks, there has been an
upward trend in merger and acquisition activities in the sector. In the non-bank financial
institutions space, numerous institutions have strategically acquired companies operating in
the insurance and FinTech sector to grow their businesses. Access Holdings acquired Sigma
Prospectus 43
Pensions and First Guarantee Pension, in addition, acquired additional stake of 18% stake in
eTranzact International PLC. FCMB Group acquired 96% stake in AIICO Pensions. Guaranty
Trust Holding Company acquired 100% equity stake in Investment One Pension Managers
Limited and Investment One Funds Management Limited.
c. Review of the minimum capital requirements for commercial, merchant and non-interest
banks in Nigeria
On 28 March 2024, the CBN issued a circular announcing the upward review of the minimum
capital requirements for commercial, merchant and non-interest banks in Nigeria. As such,
commercial banks are required to maintain a minimum paid-up share capital of ₦50 billion for
institutions granted a regional banking license; ₦200 billion for institutions granted a national
banking license; and ₦500 billion for institutions granted an international banking license. On
the other hand, merchant banks are required to have a share capital of ₦150 billion; whilst non-
interest banks are required to maintain a share capital of ₦20 billion for institutions granted a
national licence and ₦10 billion for institutions with a regional licence
d. Financial Inclusion
The global pursuit of financial inclusion as a vehicle for economic development had a positive
effect in Nigeria as the exclusion rate reduced from 53.0% in 2008 to 46.3% in 2010.
Encouraged by the positive development, the CBN in collaboration with stakeholders launched
the National Financial Inclusion Strategy on 23 October 2012 aimed at further reducing the
exclusion rate to 20% by 2020. In recent times, some promising developments have emerged.
For instance, the CBN and the Nigerian Communications Commission signed a Memorandum
of Understanding on digital payment systems in 2018. In the same year, CBN collaborated with
the NIBSS to create a regulatory sandbox that will allow financial technology start-ups to test
solutions in a controlled environment and is partnering with the private sector to roll out a
500,000-agent network to offer basic financial services.
In addition, several players in the private sector have introduced new products and services
aimed at the unserved/underserved. New partnerships are driving the delivery of digital
financial services and more programmes have been launched to boost access to finance
specifically for excluded groups such as women and micro, small and medium-sized
enterprises.
e. Financial Technology
Recent developments in the financial world shows that technology is an important part of
increasing penetration of financial services and reducing the complexities associated with
providing financial services.
The advancement of FinTech has increased with banks becoming more customer-centric,
while providing cross-channel avenues through which customers can transact with them. With
the saturation of the mobile phone market in Nigeria and the advent of FinTech in the financial
services industry, Nigeria has witnessed higher financial inclusion amongst the underbanked
and unbanked. As technology continues to forge fundamental changes in the way that banking
works, it also offers banks a perfect opportunity to create a thriving digital future. The
implementation of the recently enacted BOFIA means that FinTech companies come under
the CBN’s jurisdiction. The legislation makes it clear that institutions that operate entirely
through digital means (and have no physical presence in Nigeria) will still be covered by the
BOFIA through their designation as “other financial institutions”. It also means that FinTech
companies will require licences to begin, or continue, activities in Nigeria. A number of
standalone digital banks have sprung up in recent years. Wema Bank opened Nigeria’s first
fully digital bank, ALAT, in 2017; and Kuda – a standalone FinTech company launched its
digital bank in 2019 after receiving a retail banking licence from the CBN. QuCoon, a FinTech
firm, launched a digital bank, Rubies, in 2019, and Eyowo, a mobile money service provider,
converted into a digital bank. In 2020 Uzoma Dozie, the former head of Diamond Bank,
launched Sparkle, and VFD Microfinance Bank launched V by VFD. OneBank is the digital
offering of Sterling Bank. In March 2022 Yep!, a “financial super app”, announced that it was
joining the list of digital start-ups and would be offering a full range of banking services.
Prospectus 44
According to Enhancing Financial Innovation and Access (“EFInA”) (a Nigerian non-

governmental organisation that promotes financial inclusion), there were more than 200
FinTech firms in Nigeria in 2020. They had received funding worth US$560 million in 2017 –
2020. The majority of local FinTech firms focus on payments, followed by lending. Despite a
booming sector, the FinTech sector faces challenges, including a lack of sufficient POS
machines, poor user experience on some platforms and unaffordable rates/charges. In
February 2023, amid the disruption caused by the introduction of new banknotes, the CBN
threatened POS operators who were demanding exorbitant charges with legal action.
The economic potential for FinTech in Nigeria is vast. The Financial Inclusion Summit 2016
report revealed that the use of digital finance could boost annual GDP by US$3.7 trillion by
2025 in emerging economies like Nigeria. According to the report, this avenue presents the
opportunity to add 10% to 12% to the country’s GDP. Banks within the Nigerian market with
huge investments in legacy systems are beginning to adopt nimbler, dynamic operating
approaches and introduce products in line with the emerging digital economy. It is expected
that this will continue into the future especially as banks continue to innovate and try to keep
the pace with new technologies and collaborate with FinTech companies rather than see them
as threats to their business.
f. Payment Service Banks (“PSBs”)
The traditional banking sector is facing rising competition from the entry of telecoms companies
into financial services. In 2019 Yello Digital Financial Services, a subsidiary of MTN Nigeria
Communications PLC, which runs the country’s largest mobile-phone network, was granted a
super-agent licence by the CBN, enabling it to distribute financial services to clients in Nigeria.
In 2020, the CBN gave approval to two other telecoms companies, 9mobile and Globacom, to
operate as PSBs. A third PSB licence was granted to Hope PSB, a subsidiary of Unified
Payment, a local FinTech firm owned by a consortium of banks. In April 2022, the CBN
announced that it had also granted PSB licences to MTN and Airtel.
PSBs in Nigeria are permitted to accept deposits, provide savings accounts and facilitate
payments for customers, but are not allowed to make loans, trade in hard currency (remittances
are exempt) or sell insurance. However, one way of spurring financial inclusion in Nigeria would
be to allow PSBs to pursue a wider range of financial services. Commercial banks are often
reluctant to extend services to remote rural areas, for example, as this is often costly and hard
to make worthwhile. By contrast, mobile telecoms firms have a wider reach, leveraging
information that comes from a mobile-phone subscription to conduct risk assessments with
metrics not available to traditional banks. While only about 48 million Nigerians out of a
population of some 220 million have bank accounts, according to EFInA, there are nearly 230
million mobile-phone subscriptions.
g. Digital Payments
The ability to make electronic payments is still in its relative infancy in Nigeria, but is growing
rapidly, driven partly by the CBN's efforts to radically reduce the use of cash. According to the
CBN, the total volume of e-payment transactions grew by more than 12-fold between 2019 and
2022, to 21.2bn.
Almost all banks in the country offer online, real-time banking services. According to Technext,
a local online site, Nigerian banks generated ₦192bn in earnings from digital transactions in
the first half of 2023, representing a rise of over 20% year on year. Digital solutions are
regarded by banks as an effective way to extend their reach to many potential low-income
customers. In the case of Access Bank, electronic banking already contributes about 7% of its
gross earnings.
The majority of local fintech firms focus on payments, followed by lending. Despite a booming
sector, the fintech industry faces challenges, including a lack of sufficient point-of-sale (POS)
machines, poor user experience on some platforms and unaffordable rates/charges.
The implementation of a new banking act (the Banks and Other Financial Institutions Act 2020)
means that fintech companies come under the CBN's jurisdiction. The legislation makes clear
Prospectus 45
that institutions that operate entirely through digital means (and have no physical presence in
Nigeria) are covered by the act through their designation as "other financial institutions". It also
means that fintech companies require licences to begin, or continue, activities in Nigeria.
Cash (62% of transaction value) was the dominant method of in-person payments in 2022,
exceeding digital/mobile wallets (14%), debit cards (11%) and credit cards and prepaid cards
(both 5%), according to WorldPay, a firm that provides payment devices and services.
E-commerce made up 8% of total sales in 2022, with non-cash payments predominating—
bank transfer (29%), debit cards (21%), credit cards (17%) and digital/mobile wallets (10%),
but cash on delivery was still used for 17% of transactions.
The main Nigerian payment card and app brands are the local Verve (with a 54% market
share), followed by US-based Mastercard (28%) and Visa (18%), according to WorldPay.
Verve cards are also issued in Kenya, Uganda and The Gambia, and are accepted worldwide
across the network of Discover Financial Services (US).
In a bid to ensure seamless and faster transactions, the NIBBS, which is jointly owned by the
CBN and all licensed banks, launched the NQR payment solution in March 2021, unifying the
existing closed quick response (QR) code schemes in the country. The low-cost platform,
which facilitates instant peer-to-peer (P2P) and person-to-business (P2B) transactions, has
accelerated the adoption of digital payments through smartphones. Given Nigeria's expanding
fintech sector and the granting to telecoms companies of payment service bank licences, we
expect the volume of mobile payments to continue to rise rapidly over the forecast period
h. Basel III Implementation
Following the 2020 postponement of Basel III implementation due to the pandemic, the CBN
announced in September 2021 that a parallel run will take effect from November 2021 for an
initial 6-month period, which could be extended by three months based on the supervisory
performance of the banks, and if successful, Basel III will become fully effective. The CBN
published guidelines (see below table) to tackle the key issues addressed by Basel III which
include capital, leverage, liquidity and large exposures. The regulatory capital guidelines
require banks to shore up additional capital buffers against future unexpected losses.
National and Designated-

International
regional Systemically Important
banks
banks Banks
CET1 Capital Ratio 7.0% 10.5% 10.5%
Tier 1 Capital Ratio 7.5% 11.25% 11.25%
Capital Adequacy Ratio (CAR) 10.0% 15.0% 15.0%
Capital Conversation Buffer (CCB1) 1.0% 1.0% 1.0%
Higher Loss Absorbency (HLA) 0.0% 0.0% 1.0%
Minimum CAR 11.0% 16.0% 17.0%
Countercyclical Capital Buffer (CCB2) 0% – 2.5%, to be determined by the CBN
For holding companies, CBN stated that the minimum CAR should not be less than the capital
ratio requirement of any banking subsidiary within the group. Here, the reference subsidiary
should be the one with the highest minimum capital requirement. For context, if the highest
regulatory CAR of a subsidiary is 15.0%, the Holdcos’ CAR should not fall below this.
In a bid to avert the accumulation of excess on and off-balance sheet leverage, the CBN has
introduced the Basel III leverage ratio (“LeR”) as a supplementary measure to the risk based
capital requirements. The LeR is defined as the capital measure as a percentage of the
exposure measure. The capital measure refers to Tier 1 capital while the exposure measure is
a summation of on-balance sheet exposures, derivative exposures, securities financing
transactions and off-balance sheet exposures. Banks are to maintain a minimum leverage ratio
of 4%, while entities which have been classified as Domestically Systematically Important
Prospectus 46
Banks are to maintain an additional leverage ratio buffer of 1%, in the form of Tier 1 capital.
The CBN in its Basel III circular placed a significant amount of attention on liquidity
management for the banks. To ensure the short-term resilience of the liquidity risk profile of
banks, CBN introduced the liquidity coverage ratio which considered the stock of high-quality
liquid assets (“HQLA”) as a percentage of total net cash outflows over the next 30 calendar
days. This ratio is expected to be >100%. HQLA refers to assets that can be easily and quickly
converted to cash at little or no loss of value, while total net cash flows relate to the total
expected cash outflows less the total expected cash inflows in the specified stress scenario for
the next 30 calendar days.
In addition to the above, the CBN issued guidelines on large exposures to restrict the level of
exposures to a single counterparty or group of connected counterparties, which will reduce
maximum possible losses in the event of a sudden default. The regulator defines a large
exposure as the sum of all exposures of a bank to a single counterpart or to a group of
connected counterparties that are equal to or above 10% of shareholders’ funds unimpaired
by losses.
Other mandatory rations that are prescribed under the CBN Basel Guidelines include the Cash
Reserve Ratio (“CRR”) and the minimum loan-to-deposit ratio. The CRR is the minimum
amount of total deposits from customers that the CBN requires commercial banks to hold
reserves in the form of cash or deposits with the CBN. As at the date of this document the CRR
stood at 45%.
Furthermore, the minimum loan-to-deposit ratio, expressing the relationship between a bank’s
total loans and total deposits, is set by the CBN and adjusted according to the prevailing market
conditions. As the date of this document the minimum loan-to-deposit ratio for Nigerian banks
stood at 50%2 from 65% as part of CBN’s measures to deepen its monetary tightening policy.
The implementation of Basel III creates certain benefits for the Nigerian banking system. These
include a sturdier capital base, better leverage structures which can help prevent insolvency in
times of economic stress, stronger liquidity buffers and a reduction in concentration risks.
2https://www.cbn.gov.ng/Out/2024/CCD/RE-
REGULATORY%20MEASURES%20TO%20IMPROVE%20LENDING%20TO%20THE%20REAL%20SECTOR%20APRIL%202024.PDF
Prospectus 47
RISK FACTORS
The business activities of the Bank are subject to risks that may impact the performance of the Bank
and the industry in which it operates. The Bank believes that the following factors may affect its ability
to fulfil its obligations. Most of these factors are contingencies that may or may not occur and the Bank
is not in a position to express a view on the likelihood of any such contingency occurring. In addition,
factors that are material for the purpose of assessing the market risks associated with this Offer are
also described below. If the risks described below materialize, the Bank’s business, result of operations,
financial condition, and/or prospects could be materially adversely affected. The Bank believes that the
factors described below represent the principal risks inherent in investing in the Bank. This section
does not describe all the risks, the risks in this section are provided as general information only.
Therefore, prospective investors should carefully consider, amongst other things the Bank’s business
and the industry in which it operates, the following risk factors together with all other information
included in this Prospectus and reach their own views prior to making any investment decision.
The Bank disclaims any responsibility for advising prospective investors of such risks as they exist at
the date of this Prospectus or as such risks may change from time to time. Prospective investors should
consult their own financial and legal advisers about the risks associated with an investment in the Offer
Shares.
An investment in the Shares involves certain risks most of which may or may not occur and neither the
Bank nor the Issuing Houses are in a position to express a view on the likelihood of any such
contingency occurring.
Political Risk
The Bank is faced with potential changes in government policies and other government actions that
can affect the business negatively. Most of the Bank’s operations are conducted, and substantially all
of its customers are located in Nigeria. As such the Bank’s financial position, results of operations and
ability to make recoveries on its loans are substantially dependent on the economic and political
conditions prevailing in Nigeria and the wider West-African region. In the event of political instability or
economic uncertainty in Nigeria or West Africa, the Bank’s results of operations are likely to be
adversely affected. Nigeria’s diverse political, religious and ethnic landscape has led to struggles for
power between rival groups. The Nigerian political climate is predominantly controlled by two political
parties; the People’s Democratic Party (“PDP”) and All Progressives Congress (“APC”), with an
emerging third force; the Labour Party (“LP”).
The country recently concluded the 2023 general elections, and the Presidential election was won by
the incumbent party, APC. Bola Ahmed Tinubu, of the APC was declared the winner of the 25 February
2023 election and assumed office on 29 May 2023. Any significant changes in the political climate in
Nigeria, including changes affecting the stability of the Nigerian government or involving a rejection,
reversal or significant modification of policies, such as President Tinubu’s policy on the removal of
subsidies on premium motor spirits, may have negative effects on the economy, government revenues
or foreign reserves and, as a result, a material adverse effect on the Bank’s business, results of
operations, financial condition and/or prospects.
There are many layers to the conflicts in Nigeria, involving religion and ethnicity, and competition for
power and resources. In recent years, the number of terrorist attacks has increased due to the growth
of extremist groups such as Boko Haram, radical Fulani herdsmen and the activities of various
separatist groups such as the Indigenous People of Biafra. The consequences are far-reaching and
threaten national security and the economy. Increases of such terrorist events and the geographic
spread of extremist groups may have a material adverse effect on the Bank’s business, results of
operations, financial condition and/or prospects.
` Prospectus 48
RISK FACTORS
Macroeconomic Risk
The Bank’s operations are predominantly conducted in Nigeria, where most of its customers also
reside. Accordingly, the Bank’s business, result of operations, financial condition and ability to recover
on its loans and other assets, depend significantly on the economic condition prevailing in the country.
In the recent years, Nigeria has experienced periods of slow or negative growth, high inflation and
fluctuations in the Naira, including instances of Naira devaluation. In 2023, Nigeria’s GDP grew by
2.74% (YoY) in real terms, although slower than the 3.10% recorded in 2022 according to the NBS.
The Nigerian economy is highly dependent on a number of external variables beyond the control of
policy makers and domestic agents. Most important among those variables is the price of crude oil,
which is highly uncertain and is driven by the vagaries in the international crude oil market. With crude
oil accounting for more than 90% of Nigeria’s exports, 25% of its GDP and 80% of its public revenue,
a fairly small price change can have a significant impact.
Regulatory Risk
The Bank is subject to the risk of being sanctioned by the CBN for non-compliance with applicable
regulations. The powers of the CBN under the laws and regulations are extensive. The CBN has
recently targeted Nigerian banks who fail to meet minimum capital reserves, taking action directly
against senior management. The Bank is also subject to the regulatory purview of other regulators
such as the FRCN whose sanctions could have a material adverse effect on the Bank’s business,
results of operations and financial condition. The FRCN was set up to develop and publish accounting
and financial reporting standards to be observed in the preparation of financial statements of public
entities in Nigeria including the Bank.
The Bank is not currently facing any actual or threatened penalties by the CBN or other regulators.
However, regulators regularly review the business conduct and policies of the Bank, and the Bank may
be subject to sanctions for any non-compliance.
In the Nigerian banking sector, there are capital adequacy requirements which must be adhered to by
the Banks. There can be no assurance that the CBN will not further amend or raise the capital
requirements applicable to the Bank and if the Bank requires additional capital in the future, there can
be no assurance that it will be able to obtain this capital on favourable terms, in a timely manner or at
all. The Bank’s capital adequacy could decline as a result of various factors, such as a decline in the
quality of the Bank’s credit portfolio or exchange rate movements, or additional loan loss impairment
arising from the ongoing risk assets examination by the CBN.
Furthermore, the CBN has begun the implementation of Basel III guidelines in Nigeria. The
implementation of the Basel III guidelines could significantly increase the minimum quantity and quality
of capital that the Bank is obliged to maintain. Increased capital costs may adversely affect the Bank’s
ability to implement its strategic plans and may ultimately have a material adverse effect on the Bank’s
business, results of operations and/or financial condition.
Foreign Exchange Risk
The Bank is exposed to foreign exchange risk, as a result of adverse movements in exchange rates,
primarily through its borrowings, loan and deposit portfolios that are denominated in foreign currencies
and through acting as an intermediary in foreign exchange transactions. Following the CBN’s free-float
measures, which resulted in a significant devaluation in the Naira, the Bank is exposed to increased
costs from foreign exchange-related contracts and other operating expenses.
Following the promise of the newly sworn in administration to make changes to the operations of the
apex bank, the CBN abolished all segments of the foreign exchange market and collapsed all to the
NAFEM. Pursuant to the unification of the foreign exchange rate windows, the CBN announced the re-
introduction of the “Willing buyer, Willing seller’’ model at the NAFEM meaning that market forces shall
determine the value of foreign currencies. Following these operational changes set by the CBN, the
Naira depreciated against the dollar by 94.30% since 09 June 2023 to close at US$1/₦899.39 on 29
December 2023.
Prospectus 49
RISK FACTORS
Fidelity Bank’s efforts to keep such costs within planned thresholds by accessing the over-the-counter
foreign exchange forwards window proposed by the CBN may not be sufficient. Furthermore,
movement in exchange rates that result in the devaluation of the Naira, may affect the value of the
Bank’s foreign currency denominated assets and liabilities and have a negative impact on the Bank
financial condition. The Bank may experience a decline in the value of its assets following the Naira
depreciation. As such, any further significant fluctuations in the Naira against such foreign currencies
could have a material adverse effect on the Bank’s financial condition, liquidity and / or results of
operations.
Industry Risk
The Nigerian banking and financial services market is highly competitive with a wide range of complex
challenges such as navigating financial market uncertainties, evolving consumer demands and
outpacing digitally savvy new competitors. Similarly, there has been recent surge of foreign direct
investments by some of the reputable global names as well as new entrants in the Nigerian banking
sector. Foreign entrants are expected to come to the market with experience and capacity that will
change the phase of competition in the market. Although the Bank has achieved consistent and
profitable growth, it may be unable to improve its market position, especially as the market gets more
concentrated due to the entry of more global players.
Against this background, the Bank’s growth depends on its ability to retain and grow its market share,
extend its distribution network, manage its cost base, access low cost deposits and growth quality risk
assets, in order to allow it to maintain strong levels of profitability and returns despite being required to
hold higher levels of capital by the CBN, as well as its internal policy of capital ratios in addition to those
required by regulations. If the Bank is not able to generate the profitability, economies of scale and
financial capacity to enable it to compete with the largest Nigerian banks, the Bank’s business, financial
condition, results of operations and/or prospects may be materially and adversely affected.
Financial / Credit Risk
The Bank is exposed to a range of financial risks through its financial instruments. Credit risk is the risk
that one party to a financial instrument will cause a financial loss for the other party by failing to
discharge an obligation. Fidelity Bank is exposed to such risks relating to its loans and receivables,
finance lease receivable, statutory deposits and bank balances. The Bank’s business, results of
operations, financial condition and prospects depends on an accurate assessment of the
creditworthiness of its clients, the adequacy of its provisioning levels and the continued management
and monitoring of the risks of its loan portfolio.
The financial performance of Nigerian companies is generally more variable, and their credit risks are,
on average, less predictable than those of similar companies doing business in more developed
economies, which makes assessment more difficult. In addition, an accurate assessment of credit risk
may be difficult due to the fact that good quality financial and credit information may not be available.
Therefore, notwithstanding the Bank’s credit risk evaluation procedures, the Bank may be unable to
accurately assess the current financial condition of existing or potential borrowers and to accurately
determine the ability of such borrowers to repay the relevant loan or other type of credit. Furthermore,
the retail lending market in Nigeria is relatively underdeveloped and limited resources are available to
Nigerian banks to ascertain the credit history of individual borrowers. Therefore, the Bank may be
unable to evaluate the current condition and prospects of each prospective borrower.
Investment Risk
The Bank’s shares may be subject to market price volatility on the secondary market, as a result of
sales or a real or perceived possibility of sales of a significant number of the Bank’s shares in the
secondary market which could adversely affect the prevailing market prices for the Bank’s shares. Also,
the market price of the Bank’s Shares may decline disproportionately in response to adverse economic
developments, market forces, changes to the regulatory environment in which the Bank operates or
economic conditions that are unrelated to the Banks’s performance. Additionally, there may not always
be available a liquid market for the secondary trade of the Bank’s shares due to the state of the Nigerian
equity capital market, when compared to other markets. Thus, investors may not always find a ready
buyer for their shares or may not be able to sell their shares at prices that will provide them with a
return that is comparable to other developed secondary markets.
Prospectus 50
RISK FACTORS
Relatedly, by the provisions of the CAMA, dividends on shares are only payable out of distributable
profits. As a result, shareholders may not always receive dividends on their investment in the Bank’s
shares due to certain factors such as where there are no distributable profits available to pay dividends
or where dividend payments are restricted by the CBN due to the failure of the Bank to comply with
capital adequacy requirements or meet any other requirements of applicable laws or regulations.
Operational Risk
The Bank has devoted significant resources to developing its internal risk management policies and
procedures, particularly in connection with operational risks, and expects to continue to do so in the
future. Nonetheless, its risk management techniques may not be fully effective in mitigating its risk
exposure against all types of risk, including risk of loss resulting from inadequate and/or failed internal
processes, people and systems or from external events such as failure of the Bank’s internal software,
defaults by its vendors and service providers that are unidentified or unanticipated. Such operational
issues may negatively impact the business of the Bank and may expose it to potential losses and
claims.
Prospectus 51
LETTER FROM THE DIRECTORS ON THE GOING CONCERN STATUS
` Prospectus 52
LETTER FROM THE AUDITORS ON THE GOING CONCERN STATUS
` Prospectus 53
EXTRACTS FROM THE REPORTING ACCOUNTANT REPORT BY MAZARS PROFESSIONAL SERVICES
` Prospectus 54
EXTRACTS FROM THE REPORTING ACCOUNTANT REPORT BY MAZARS PROFESSIONAL SERVICES
` Prospectus 55
HISTORICAL FINANCIAL INFORMATION
1. STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
Audited
31-Dec 31-Dec 31-Dec 31-Dec 31-Dec
Figures in ₦’million, except as
2023 2022 2021 2020 2019
stated otherwise
Gross Earnings 555,830 337,050 250,776 206,204 218,011
Interest and similar income

calculated using effective interest 434,008 278,406 186,784 168,551 179,491
rate method
Other interest and similar income 25,522 17,172 16,782 8,202 5,350
Interest and similar expense
calculated using effective interest (182,165) (142,883) (108,687) (72,630) (101,786)
rate method
Net interest income 277,366 152,695 94,879 104,123 83,055
Credit loss expense (67,436) (5,443) (7,034) (16,858) 5,292
Net interest income after credit
209,929 147,252 87,845 87,265 88,347
loss expense
Fee and commission income 49,600 34,418 29,407 19,853 25,262
Fee and commission expense (11,812) (12,695) (8,624) (6,144) (5,268)
Net loss on derecognition of
financial assets measured at – – – – (4,705)
amortised cost
Other operating income 46,700 7,054 17,803 9,598 7,908
Net gains/(losses) from financial
assets at fair value through profit 24,783 (1,568) (4,904) 1,115 801
or loss
Personnel expenses (52,619) (29,731) (23,470) (25,367) (24,129)
Depreciation and amortisation (7,042) (6,616) (7,174) (6,207) (5,421)
Other operating expenses (135,278) (84,437) (65,668) (52,059) (52,442)
Profit before income tax 124,260 53,677 25,215 28,054 30,353
Income tax expense (24,806) (6,953) (2,111) (1,404) (1,928)
Profit for the period 99,454 46,724 23,104 26,650 28,425
Other comprehensive income:
Items that will not be
reclassified subsequently to
profit or loss
Fair value gains on equity
instruments at fair value through 13,981 444 7,917 3,149 7,476
other comprehensive income
Total items that will not be
reclassified subsequently to 13,981 444 7,917 3,149 7,476
profit or loss
Items that will be reclassified
subsequently to profit or loss
Exchange differences on
6,050 - - - -
translation of foreign operations
- Net change in fair value during
9,035 (4,403) (6,777) 19,338 4,134
the period
- Changes in allowance for
428 24 (617) 2 504
expected credit losses
- Reclassification adjustments to
847 (693) (5,494) (3,843) 2,261
profit or loss
Total items that will be
reclassified subsequently to 16,360 (5,072) (12,888) 15,497 6,899
profit or loss
Other comprehensive
(loss)/income for the period, net of 30,341 (4,628) (4,971) 18,646 14,375
tax
Total comprehensive income
129,795 42,096 18,133 45,296 42,800
for the period, net of tax
Basic/diluted earnings per
share (in Kobo):
Earnings/(Loss) per share (kobo) 310.79 161.32 79.77 92.00 98.00
* Figures were restated in subsequent audited financial statements and might not correspond to figures stated in the
specific financial year.
` Prospectus 56
2. STATEMENT OF FINANCIAL POSITION
Audited
Figures in ₦’million, except
2023 2022 2021 2020 2019
as stated otherwise
Assets
Cash and Cash equivalents 364,177 300,345 219,252 328,493 259,915
Restricted balances with
1,174,398 863,090 686,097 540,129 343,346
central bank
Loans and advances to
3,092,419 2,116,212 1,658,412 1,326,106 1,126,974
customers
Derivative financial assets 10,723 4,778 49,574 7,072 –
Investment securities:
Financial assets at fair value
7,684 2,036 5,207 47,118 45,538
through profit or loss
Debt instruments at fair value

through other comprehensive 227,750 28,696 100,008 265,980 134,846
income (FVOCI)
Equity instruments at fair value
through other comprehensive 41,550 27,560 26,207 17,685 14,536
income (FVOCI)
Debt instrument at amortised
818,803 479,592 441,452 137,804 118,569
cost
Deferred tax assets 22,554 5,306 – – –
Other assets 403,763 112,915 49,357 44,380 28,756
Right-of-use assets 3,270 1,799 1,477 1,652 1,529
Property, plant and equipment 47,382 42,657 39,442 38,446 38,392
Goodwill 14,650 - - - -
Intangible assets 5,564 4,023 3,968 3,283 1,636
Total assets 6,234,688 3,989,009 3,280,453 2,758,148 2,114,037
Liabilities
Deposits from customers 4,014,811 2,580,597 2,024,803 1,699,026 1,225,213

Derivative financial liabilities - 1,208 425 1,143 –
Current income tax payable 26,835 8,446 3,523 2,307 2,339
Deferred tax liabilities 22,905 5,629 – – –
Other liabilities 1,152,369 815,407 495,597 517,093 397,074
Provision 3,434 1,896 2,399 4,075 3,795
Debts issued and other
577,028 261,466 468,413 260,971 251,586
borrowed funds
Total liabilities 5,797,381 3,674,649 2,995,160 2,484,615 1,880,007
Equity
Share capital 16,000 14,481 14,481 14,481 14,481

Share premium 113,705 101,272 101,272 101,272 101,272
Retained earnings 65,508 44,883 55,241 66,700 43,642
Other equity reserves:
Statutory reserve 66,270 51,352 44,343 39,006 35,008
Small scale investment reserve 764 764 764 764 764
Non-distributable regulatory
100,279 62,144 27,440 6,365 13,897
reserve
Translation reserve 6,050 - - - -
Fair value reserve 54,310 30,019 34,644 39,615 20,969
AGSMEIS Reserve 14,422 9,445 7,109 5,330 3,997
Total equity 437,307 314,360 285,294 273,533 234,030
Total liabilities and equity 6,234,688 3,989,009 3,280,454 2,758,148 2,114,037
` Prospectus 57
3. STATEMENT OF CASH FLOWS
Audited
Figures in ₦’million, except as
2023 2022 2021 2020 2019
stated otherwise
Operating Activities
Cash flows from/(used) in
382,187 178,614 (201,894) 143,867 (99,598)
operations
Interest received 330,193 250,701 179,317 150,922 164,200
Interest paid (182,311) (130,016) (84,032) (50,734) (89,455)
Income tax paid (6,277) (1,707) (581) (1,436) (1,198)
Net cash flows (used in)
523,792 297,592 (107,190) 242,619 (26,051)
operating activities
Investing activities
Purchase of property, plant and
(9,537) (7,124) (4,352) (3,366) (5,774)
equipment
Proceeds from sale of property,
87 118 145 74 2,939
plant and equipment
Purchase of intangible assets (2,851) (2,246) (3,901) (3,994) (2,183)
Purchase of debt instruments at
(173,688) (27,028) (89,436) (86,485) (51,409)
amortised cost
Purchase of debt instruments at
(647,686) (245,918) (357,286) (227,986) (124,560)
FVOCI
Redemption of financial assets at
260,952 241,715 65,812 70,325 54,556
amortised cost
Redemption of debt financial
16,824 77,817 214,502 118,111 152,922
assets at FVOCI
Proceeds from sale of equity
- (909) (622) - 2,918
instruments at FVOCI
Acquisition of a subsidiary (40,845) - - - -
Dividend received 2,018 397 817 855 1,392
Net cash flows (used in)/from
(594,725) 36,822 (174,321) (132,466) 30,801
investing activities
Financing activities
Dividends paid (20,800) (13,033) (6,372) (5,793) (3,186)
Unclaimed dividend payment 1,960 (429) - - -
Lease payment (532) (535) (676) (796) (494)

Proceeds of debts issued and
129,906 - 226,657 36,832 64,336
other borrowed funds
Payment of interest portion of
debts issued and other borrowed (4,804) (28,625) (29,299) (24,903) (19,567)
funds
Repayment of principal portion of
debts issued and other borrowed (15,051) (213,379) (29,601) (50,904) (36,275)
funds
Net cash flows (used in)/from
90,679 (256,001) 160,709 (45,564) 4,814
financing activities
Net increase in cash and cash

19,745 78,413 (120,802) 64,589 9,564
equivalents
Net foreign exchange difference
44,087 2,680 11,562 3,989 3,401
on cash and cash equivalents
Cash and cash equivalents at 1
300,345 219,253 328,493 259,915 246,950
January
Cash and cash equivalents at
364,177 300,345 219,253 328,493 259,915
31 December
Prospectus 58
4. NOTES TO THE HISTORICAL FINANCIAL STATEMENT
1. Corporate information
These financial statements are for Fidelity Bank Plc (the "Bank"), a company incorporated in
Nigeria on 19 November 1987.The registered office address of the Bank is at Fidelity Place, 1
Fidelity Bank Close Off Kofo Abayomi Street, Victoria-Island, Lagos, Nigeria. The principal
activity of the Bank is the provision of banking and other financial services to corporate and
individual customers. Fidelity Bank Plc provides a full range of financial services including
investment, commercial and retail banking.
2. Summary of significant accounting policies
2.1 Introduction to summary of accounting policies

The principal accounting policies applied in the preparation of these financial statements
are set out below. These policies have been consistently applied to all the years presented.
2.1.1 Basis of preparation
The Group’s financial statements for the year ended 31 December 2023 have been prepared in
accordance with International Financial Reporting Standards ("IFRSs") as issued by the
International Accounting Standards Board ("IASB") and in the manner required by the Companies
and Allied Matters Act of Nigeria , the Financial Reporting Council Act of Nigeria , Banks and
Other Financial Institutions Act of Nigeria and relevant Central Bank of Nigeria Circulars,
Additional information required by national regulations is included where appropriate.
The financial statements comprise the statement of profit or loss and other comprehensive
income, the statement of financial position, the statement of changes in equity, statement of
cashflows, significant accounting policies and the notes to the financial statements
The financial statements have been prepared in accordance with the going concern principle
under the historical cost convention, except for financial assets and financial liabilities measured
at fair value.
The financial statements are presented in Naira, which is the Group’s presentation currency. The
figures shown in the financial statements are stated in Naira millions
2.1.2 Changes in accounting policies and disclosures
New standards, amendments and interpretations adopted.

The financial statements are prepared in accordance with International Financial Reporting
Standards (IFRSs) as issued by the International Accounting Standard Board (IASB) and in
the manner required by the Companies and Allied Matters Act of Nigeria, the Financial
Reporting Council of Nigeria Act, the Banks and other Financial Institutions Act of Nigeria, and
relevant Central Bank of Nigeria circulars. The same accounting policies and methods of
computation are followed in the financial statements as compared with the most recent
annual financial statements.
The Bank has not early adopted any other standard, interpretation or amendment that has been
issued but is not yet effective.
a. IFRS 1 First-time Adoption of International Financial Reporting Standards

The amendment provides additional relief to a subsidiary which becomes a first-time adopter
later than its parent in respect of accounting for cumulative translation differences. As a result of
the amendment, a subsidiary that uses the exemption in IFRS1:D16(a) can now also elect to
measure cumulative translation differences for all foreign operations at the carrying amount that
would be included in the parent’s consolidated financial statements, based on the parent’s date
of transition to IFRS Accounting Standards, if no adjustments were made for consolidation
procedures and for the effects of the business combination in which the parent acquired the
Prospectus 59
subsidiary. A similar election is available to an associate or joint venture that uses the exemption
in IFRS1:D16(a)
b. IFRS 9 Financial Instruments

The amendment clarifies that in applying the '10 per cent' test to assess whether to derecognise
a financial liability, an entity includes only fees paid or received between the entity (the borrower)
and the lender, including fees paid or received by either the entity or the lender on the other’s
behalf.
c. IFRS 16 - Leases
The amendment removes the illustration of the reimbursement of leasehold improvements.
d. IFRS 17 Insurance Contracts

IFRS 17 (Amendment): Initial Application of IFRS 17 and IFRS 9 – Comparative Information
(effective for annual periods beginning on or after 1 January 2023). The amendment is a
transition option relating to comparative information about financial assets presented on initial
application of IFRS 17. The amendment is aimed at helping entities to avoid temporary
accounting mismatches between financial assets and insurance contract liabilities, and therefore
improve the usefulness of comparative information for the users of financial statements. The
core of IFRS 17 is the general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short-duration contracts.
The main features of the accounting model for insurance contracts are as follows:
• The effect of changes in discount rates will be reported in either profit or loss or other
comprehensive income, determined by an accounting policy choice.
• The presentation of insurance revenue and insurance service expenses in the statement of
comprehensive income based on the concept of services provided during the year under
review.
• Amounts that are paid to a policyholder in all circumstances, regardless of whether an
insured event happens (non-distinct investment components) are not presented in the
income statement, but are recognised directly on the balance sheet.
• Insurance services results (earned revenue less incurred claims) are presented separately
from the insurance finance income or expense
• Extensive disclosures to provide information on the recognised amounts from insurance
contracts and the nature and extent of risks arising from these contracts.
e IAS 1 and IFRS Practice Statement 2 (Amendments):

Disclosure of Accounting Policies (effective for annual reporting periods beginning on or after 1
January 2023). The amendments require that an entity discloses its material accounting policies,
instead of its significant accounting policies. Further amendments explain how an entity can
identify a material accounting policy. Examples of when an accounting policy is likely to be
material are added. To support the amendment, the Board has also developed guidance and
examples to explain and demonstrate the application of the ‘Four-Step Materiality Process’.
The Bank are currently assessing the impact of this amendment but considering the fact that the
significant accounting policies disclosed in Summary of significant accounting policies” in the
Annual Financial Report as at and for the period ended 31 December 2022 include all material
accounting policies, The Bank assess and applied this amendment (where applicable) and
expect to disclose fewer accounting policies in the future.
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement
f. IAS 8 (Amendment): Definition of Accounting Estimates
IAS 8 (Amendment): Definition of Accounting Estimates (effective for annual reporting periods
beginning on or after 1 January
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g IAS 41 Agriculture
The amendment removes the requirement in IAS 41 for entities to exclude cash flows for taxation
when measuring fair value. This aligns the fair value measurement in IAS 41 with the
requirements of IFRS 13 Fair Value Measurement to use internally consistent cash flows and
discount rates and enables preparers to determine whether to use pre-tax or post-tax cash flows
and discount rates for the most appropriate fair value measurement
2.2 Income Taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in arriving
at profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be
expected to have a material impact on the Company.
i Current Income Tax
The current income tax charge is calculated on the basis of the applicable tax laws enacted or
substantively enacted at the reporting date in the respective jurisdiction.
ii Deferred Income Tax
Deferred income tax is recognised, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. Deferred income tax is determined using tax rates (and laws) that have been enacted
or substantially enacted by the reporting date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising from investments in subsidiaries
and associates, except where the timing of the reversal of the temporary difference is controlled by
the Bank and it is probable that the difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current tax assets against current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxables entities where there is an intention to settle the balance on a net basis.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits
will be available against which the asset can be utilised and reviewed at each reporting date,
reduced to the extent that it is no longer probable that the related tax benefit will be realised. The
Bank has applied caution by not recognising additional deferred tax assets which is not considered
capable of recovery.
• IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
IAS 12 (Amendments): Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (effective for annual reporting periods beginning on or after 1 January 2023). These
amendments clarify and narrow the scope of the exemption provided by the IAS 12 “Income Taxes”
standard allowing institutions to not recognise any deferred tax during the initial recognition of an
asset and a liability. All leases and decommissioning obligations are excluded from the exemption
scope for which companies recognise both an asset and a liability and will now have to recognise
deferred taxes. From the date of first application of IFRS 16 “Leases”, the Bank have considered
the right of use assets and the lease-related liabilities as a single transaction. Consequently, on the
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initial recognition date, the amount of deferred tax asset offsets the amount of deferred tax liability.
The net temporary differences resulting from later variations in the right of use assets and lease
liabilities subsequently result in a deferred tax asset as of 1 January 2023 which is subject to the
recoverability criteria of IAS 12 “Income Taxes”.
There was no impact on the Financial Statements from the adoption of these amendments
2.3 Accounting judgements, estimates and assumptions

The preparation of the Bank’s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amount of revenues, expenses, assets and
liabilities and the accompanying disclosures, as well as the disclosure of contingent liability
about these assumptions and estimates that could result in outcome that requires a material
adjustment to the carrying amount of assets and liabilities affected in future periods.
Management discusses with the Audit Committee the development, selection and disclosure
of the Bank’s critical accounting policies and estimates, and the application of these policies
and estimates.
Estimates and Assumptions:

The key assumptions concerning the future and other key sources of estimation uncertainty
at the reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial period are described below.
The Bank based its assumptions and estimates on parameters available when the financial
statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances beyond the
control of the Bank. Such changes are reflected in the assumptions when they occur.
Going Concern
Business continues to function well and largely uninterrupted. The Bank continues to provide
access to vital materials for modern life which it has proven to be doing responsibly and
efficiently in challenging circumstances.
Uncertainties remains with doubts about the status of Covid -19, Russian- Ukrain War.
However, the financial situation of the Bank remains healthy and it does not believe that the
impact of the Covid-19 pandemic or Russian-Ukrain War will have any material adverse effect
on our financial condition or liquidity. Therefore, based on the Bank’s liquidity and expected
yearly cash outflow, the Bank expects that it will be able to meet its financial obligations and
therefore continues to adopt a going concern assumption as the basis for preparing its
financial statements.
Allowances for credit losses
Measurement of the expected credit loss allowance

The measurement of the expected credit loss allowance for financial assets measured at
amortised cost and FVOCI is an area that requires the use of complex models and significant
assumptions about future economic conditions and credit behaviour (e.g. the likelihood of
customers defaulting and the resulting losses). Explanation of the inputs, assumptions
and estimation techniques used in measuring ECL is further detailed in Note 3, which also
sets out key sensitivities of the ECL to changes in these elements.
A number of Significant judgements are also required in applying the accounting requirements
for measuring ECL, such as:
• Choosing appropriate models and assumptions for the measurement of ECL;
• Determining criteria for significant increase in credit risk;
• Establishing the number and relative weightings of forward-looking scenarios for each
type of product/market and the associated ECL;
• Establishing groups of similar financial assets for the purposes of measuring ECL.
The uncertainties caused by Covid-19, and the volatility in macro-economic variables required the
Bank to update the inputs and assumptions used for the determination of expected credit losses
(“ECLs”) as at 31 December 2022. No further update was done in the current period
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Determination of Collateral Value

Management monitors market value of collateral on a regular basis. Management uses its
experienced judgement on independent opinion to adjust the fair value to reflect the current
circumstances. The amount and collateral required depend on the assessment of credit risk
of the counterpart.
In determining the collateral value, the Bank has considered potential impacts of the continued
economic volatility as a result of Covid-19 variations and the impact of Russian/Ukrain war.
The Directors believe that the underlying assumptions are appropriate and that the Bank’s
financial statements therefore present the financial position and results fairly. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are disclosed in the notes.
Fair Value Measurement of Financial Instruments

When the fair values of financial assets and financial liabilities recorded in the statement of
financial position cannot be measured based on quoted prices in active markets, their fair
values are measured using valuation techniques including the discounted cash flow (DCF)
model. The inputs to these models are taken from observable markets where possible, but
where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk,credit risk and volatility
changes in assumptions about these factors could affect the reported fair value of financial
instruments.
See Note 3.5 for further disclosures.
The Bank has considered potential impacts of the current economic volatility in determination
of the reported fair value of the financial instruments and these are considered to represent
management's best assessment based on observable information. Markets, however, remain
volatile and the recorded amounts remain sensitive to market fluctuations.
2.3.1 Standards Issued, Amendments But Not Yet Effective

The new and amended standards and interpretations that are issued, but not yet effective,
up to the date of issuance of the Bank’s financial statements are disclosed below. The Bank
intends to adopt these new and amended standards and interpretations, if applicable, when
they become effective.
• IAS 1 (Amendments): Classification of liabilities as current or non-current

The amendments clarify that the classification of liabilities as current or non-current should be
based on rights that are in existence at the end of the reporting period. The amendments also
clarify that the classification is unaffected by expectations about whether an entity will exercise
its right to defer settlement of a liability and make clear that settlement refers to the transfer
to the counterparty of cash, equity instruments, other assets or services. The amendments
are expected to be effective for annual periods beginning on or after 1 January 2024 with
early adoption permitted.
• IAS 7 and IFRS 7 (Amendments) - Disclosures: Supplier Finance Arrangements

Disclosures: Supplier Finance Arrangements (effective for annual periods beginning on or after
1 January 2024). The amendments require companies to disclose information about their
Supplier Finance Arrangements such as terms and conditions, carrying amount of financial
liabilities that are part of such arrangements, ranges of payment due dates and liquidity risk
information. The Bank is examining the impact from the above amendments.
2.3.2 IBOR Transition

Interbank Offered Rates (IBORs) are average rates at which certain banks (Contributor Panel
bank) could borrow in the interbank market. The rate range in tenors from overnight to 12 months
and includes a spread reflecting the credit risk involved in lending money to banks. These rates
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have been a major benchmark for financial transactions since the 1980s. As at 2018, USD
LIBOR and EURIBOR (types of IBOR) together represent 80% of IBOR referenced transactions
(Bloomberg, 2018) worth approximately $400 trillion (The World Bank, 2021). Examples of such
transactions using LIBOR as reference rates are Loans, Deposits, Bonds, Adjustable-rate
Mortgages, Over-the-counter Derivatives, Securitised products, Credit Cards, and more.
There are three major administrators of these interest reference rates- Euro Interbank Offered
Rate (EURIBOR), London Interbank Offered Rate (LIBOR), and Tokyo Interbank Offered Rate
(TIBOR). IBORs are published in different currencies/pairs namely, GBP LIBOR, USD LIBOR,
EURIBOR/EURO LIBOR, CHF LIBOR, JPY LIBOR, JPY TIBOR, EUROYENTIBOR, and for
overnight (O/N), 1week, 1month, 2months, 3months, 6months, and 12months tenors. Globally,
Transactions referencing IBOR are now being transitioned to alternative reference rates
(ARR), likewise, new contracts and the alternative reference rates per currency are as follows:
Key Timelines
In March 2021, the ICE Benchmark Administration (IBA), the administrator of LIBOR, announced
the following cessation dates for USD, GBP, JPY, CHF, and EUR LIBOR.
• All tenors across CHF, and EUR LIBOR, as well as 1week and 2 months USD LIBOR ceased from
December 31, 2021.
• Overnight, 1 week, 2 months, 12 months GBP, and JPY LIBOR have ceased to be published from
December 31, 2021.
• Overnight, 1M, 3M, 6M & 12M tenors for USD LIBOR ceased June 30, 2023. (The Intercontinental
Exchange, 2021)
The effect:
All new contracts entered either utilize a reference rate other than IBOR or have robust fallback
language that includes a clearly defined ARR (Alternative Reference Rates) after IBOR’s
discontinuation at the end of June 2023 (for USD LIBOR Tenors other than I week and 2 months).
For existing contracts that are indexed to an IBOR and mature after the expected cessation of the
IBOR rate, the fidelity team has established policies and transitioned the affected contracts.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark
Reform – Phase 2
On 27 August 2020, the IASB published Interest Rate Benchmark Reform – Phase 2, Amendments
to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. With publication of the phase two amendments,
the IASB has completed its work in response to IBOR reform.
Practical Expedient for changes in the basis for determining the contractual cash flows as
a result of IBOR reform
The amendments include a practical expedient to require contractual changes, or changes to cash
flows that are directly required by the reform, to be treated as changes to a floating interest rate,
equivalent to a movement in a market rate of interest. Inherent in allowing the use of this practical
expedient is the requirement that the transition from an IBOR benchmark rate to a RFR takes
place on an economically equivalent basis with no value transfer having occurred.
Any other changes made at the same time, such as a change in the credit spread or maturity date,
are assessed. If they are substantial, the instrument is derecognised. If they are not substantial,
the updated effective interest rate (EIR) is used to recalculate the carrying amount of the financial
instrument, with any modification gain or loss recognised in profit or loss.
The practical expedient is required for entities applying IFRS 4 that are using the exemption from
IFRS 9 (and, therefore, apply IAS 39) and for IFRS 16 Leases, to lease modifications required by
IBOR reform.
Relief from discontinuing hedging relationships

The amendments permit changes required by IBOR reform to be made to hedge designations
and hedge documentation without the hedging relationship being discontinued. Permitted
changes include redefining the hedged risk to reference an RFR and redefining the description
of the hedging instruments and/or the hedged items to reflect the RFR. Entities are allowed until
the end of the reporting period, during which a modification required by IBOR reform is made,
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to complete the changes.

Any gain or loss that could arise on transition is dealt with through the normal requirements of
IFRS 9 and IAS 39 to measure and recognise hedge ineffectiveness. Amounts accumulated in
the cash flow hedge reserve are deemed to be based on the RFR. The cash flow hedge
reserve is released to profit or loss in the same period or periods in which the hedged cash
flows based on the RFR affect profit or loss.
Relief from discontinuing hedging relationships continued

For the IAS 39 assessment of retrospective hedge effectiveness, on transition to an RFR,
entities may elect on a hedge-by-hedge basis, to reset the cumulative fair value changes
to zero. This relief applies when the exception to the retrospective assessment ends.
The amendments provide relief for items within a designated group of items (such as those
forming part of a macro cash flow hedging strategy) that are amended for modifications
directly required by IBOR reform. The reliefs allow the hedging strategy to remain and not
be discontinued.
As items within the hedged group transition at different times from IBORs to RFRs, they will
be transferred to sub-groups of instruments that reference RFRs as the hedged risk.
As instruments transition to RFRs, a hedging relationship may need to be modified more

than once. The phase two reliefs apply each time a hedging relationship is modified as a
direct result of IBOR reform. The phase two reliefs cease to apply once all changes have
been made to financial instruments and hedging relationships, as required by IBOR reform.
Separately Identifiable Risk Components

Additional Disclosures: - Fidelity IBOR transition.
IFRS 7 lingering impact of the Disclosures include the following:
• How the entity is managing the transition to RFRs, its progress and the risks to which it is
exposed arising from financial instruments due to IBOR reform.
• Disaggregated by each significant IBOR benchmark, quantitative information about
financial instruments that have yet to transition to RFRs.
• If IBOR reform has given rise to changes in the entity’s risk management strategy,
Fidelity Bank worked with leading experts to assess the impact of IBOR transition on
products and financial instruments based on exposure, maturity profile, and product
features, as well as the impact on legal contracts to determine the potential need for base
rate and fallback language amendment, re-pricing, re-papering, and client outreach.
Fidelity Bank also worked with various stakeholders and improving processes, policies,
and systems that may be affected by the transition. This is done to ensure that the
transition's impact is fully addressed. The Bank also developed a robust communication
plan to engage with customers and ensure they understand this transition and its
significance to them. Client relationship managers are also prepared to further support
customers on inquiries regarding the LIBOR transition.
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture
The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss
of control of a subsidiary that is sold or contributed to an associate or joint venture. The
amendments clarify that the gain or loss resulting from the sale or contribution of assets
that constitute a business, as defined in IFRS 3, between an investor and its associate or
joint venture, is recognised in full. Any gain or loss resulting from the sale or contribution of
assets that do not constitute a business, however, is recognised only to the extent of
unrelated investors’ interests in the associate or joint venture. The IASB has deferred the
effective date of these amendments indefinitely, but an entity that early adopts the
amendments must apply them prospectively. These amendments will currently have no
impact on the financial statements of the Bank.
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Amendments to IAS 1 - Classification of Liabilities as Current or Non-current

In January 2020, the Board issued amendments to paragraphs 69 to 76 of IAS 1 to specify
the requirements for classifying liabilities as current or non-current. The amendments
clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise its deferral right
• That only if an embedded derivative in a convertible liability is in itself an equity
instrument, would the terms of a liability not impact its classification
Right to Defer Settlement

The Board decided that if an entity’s right to defer settlement of a liability is subject to the
entity complying with specified conditions, the entity has a right to defer settlement of the
liability at the end of the reporting period if it complies with those conditions at that date.
Existence at the end of the reporting period

The amendments also clarify that the requirement for the right to exist at the end of the
reporting period applies regardless of whether the lender tests for compliance at that date
or at a later date.
Management Expectations
AS 1.75A has been added to clarify that the ‘classification of a liability is unaffected by the
likelihood that the entity will exercise its right to defer settlement of the liability for at least
twelve months after the reporting period’. That is, management’s intention to settle in the
short run does not impact the classification. This applies even if settlement has occurred
when the financial statements are authorised for issuance
Amendments to IFRS 3 - Reference to the Conceptual Framework

In May 2020, the IASB issued Amendments to IFRS 3 Business Combinations - Reference
to the Conceptual Framework. The amendments are intended to replace a reference to a
previous version of the IASB’s Conceptual Framework (the 1989 Framework) with a
reference to the current version issued in March 2018 (the Conceptual Framework) without
significantly changing its requirements.
The amendments add an exception to the recognition principle of IFRS 3 to avoid the issue
of potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would
be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or
IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria
in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine
whether a present obligation exists at the acquisition date.
At the same time, the amendments add a new paragraph to IFRS 3 to clarify that contingent
assets do not qualify for recognition at the acquisition date.
These amendments did not have any impact on the financial statements of the Bank in the
period.
Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before Intended

Use
The amendment prohibits entities from deducting from the cost of an item of property,
plant and equipment (PP&E), any proceed of the sale of items produced while bringing
that asset to the location and condition necessary for it to be capable of operating in the
manner intended by management. Instead, an entity recognises the proceeds from selling
such items, and the costs of producing those items, in profit or loss.
These amendments did not have any impact on the financial statements of the Bank in the
period.
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Items included in the financial statements are measured using the currency of the
primary economic environment in which the company operates. The financial
statements are presented in thousands of Naira which is the company's functional
currency
In May 2020, the IASB issued amendments to IAS 37 Provisions, Contingent Liabilities
and Contingent Assets to specify which costs an entity needs to include when assessing
whether a contract is onerous or loss-making.
The amendments apply a ‘directly related cost approach’. The costs that relate directly to
a contract to provide goods or services include both incremental costs (e.g., the costs of
direct labour and materials) and an allocation of costs directly related to contract activities
(e.g., depreciation of equipment used to fulfil the contract as well as costs of contract
management and supervision). General and administrative costs do not relate directly to
a contract and are excluded unless they are explicitly chargeable to the counterparty under
the contract.
These amendments have no impact on the financial statements of the Bank, and it became
effective in the reporting period beginning on 1 January 2022.
IFRS 9 Financial Instruments - Fees in the ’10 per cent’ test for derecognition of
financial liabilities
The amendment clarifies the fees that an entity includes when assessing whether the terms
of a new or modified financial liability are substantially different from the terms of the
original financial liability. These fees include only those paid or received between the
borrower and the lender, including fees paid or received by either the borrower or lender
on the other’s behalf.
There is no similar amendment proposed for IAS 39.
• An entity applies the amendment to financial liabilities that are modified or exchanged on
or after the beginning of the annual reporting period in which the entity first applies the
amendment.
• An entity applies the amendment for annual reporting periods beginning on or after 1
January 2022.
These amendments currently have no impact on the financial statements of the Bank.
IFRS 16 Leases Illustrative Example accompanying - Lease incentives

The amendment removes the illustration of payments from the lessor relating to
leasehold improvements in Illustrative Example13
accompanying IFRS 16. This removes potential confusion regarding the treatment of
lease incentives when applying IFRS 16.
• IAS 23 Borrowing Costs

The amendments clarify that an entity treats as part of general borrowings any borrowing
originally made to develop a qualifying asset when substantially all of the activities
necessary to prepare that asset for its intended use or sale are complete. An entity applies
those amendments to borrowing costs incurred on or after the beginning of the annual
reporting period in which the entity first applies those amendments. An entity applies those
amendments for annual reporting periods beginning on or after 1 January 2019, with early
application permitted. Since the Bank’s
current practice is in line with these amendments, the Bank does not expect any effect on
its financial statements.
2.3.3 Foreign currency translation and transaction

a) Functional and presentation currency
Items included in the financial statements of the Bank are measured using the currency of
the primary economic environment in which the entity operates ("the functional currency").
The financial statements are presented in Naira, which is the Bank’s presentation currency.
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b) Transactions and balances

Foreign currency transactions (i.e. transactions denominated, or that require settlement, in a
currency other than the functional currency) are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions or valuation where items are re-
measured.
Monetary items denominated in foreign currency are translated with the closing rate as at the
reporting date. Non-monetary items measured at historical cost denominated in a foreign
currency are translated with the exchange rate as at the date of initial recognition; non-
monetary items in a foreign currency that are measured at fair value are translated using the
exchange rates at the date when the fair value was determined. Foreign exchange gains and
losses resulting from the settlement of foreign currency transactions and from the translation
at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the profit or loss.
In the case of changes in the fair value of monetary assets denominated in foreign currency
classified as fair value through other comprehensive income (FVOCI), a distinction is made
between translation differences resulting from changes in amortised cost of the security and
other changes in the carrying amount of the security. Translation differences related to changes
in the amortised cost are recognised in profit or loss, and other changes in the carrying amount,
except impairment, are recognised in other comprehensive income.
Translation differences on non-monetary financial instruments, such as equities held at fair

value through profit or loss, are reported as part of the fair value gain or loss. Translation
differences on non-monetary financial instruments, such as equities classified as FVOCI
financial assets, are included in other comprehensive income
2.4 Financial assets and liabilities (Policy applicable for financial instruments)
2.4.1 Initial recognition

The Bank initially recognises loans and advances, deposits and debt securities issued on
the date on which they are originated. All other financial instruments (including regular-way
purchases and sales of financial assets) are recognised on the trade date, which is the date
on which the Bank becomes a party to the contractual provisions of the instrument.
A financial asset or financial liability is measured initially at fair value plus, (for an item not
at fair value through profit or loss), transaction costs that are directly attributable to its
acquisition or issue. Transaction costs of financial assets carried at fair value through profit
or loss are expensed in profit or loss.
Day 1 profit or loss

When the transaction price of the instrument differs from the fair value at origination and
the fair value is based on a valuation technique using only inputs observable in market
transactions, the Bank recognises the difference between the transaction price and fair
value in Net gains/(losses) from financial instruments. In those cases where fair value is
based on models for which some of the inputs are not observable, the difference between
the transaction price and the fair value is deferred and is only recognised in profit or
loss when the inputs become observable, or when the instrument is derecognised.
Amortised cost and gross carrying amount

The amortised cost of a financial asset or financial liability is the amount at which the
financial asset or financial liability is measured on initial recognition minus the principal
repayments, plus or minus the cumulative amortisation using the effective interest method
of any difference between the initial amount and the maturity amount and, for financial
assets, adjusted for any expected credit loss allowance.
The gross carrying amount of a financial asset is the amortised cost of a financial asset
before adjusting for any expected credit loss allowance.
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Effective interest method

The effective interest rate is the rate that exactly discounts estimated future cash payments
or receipts through the expected life of the financial asset or financial liability to the gross
carrying amount of a financial asset (i.e. its amortised cost before any
Interest income
Interest income and expenses are recognised in profit or loss using the effective interest
method. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts through the expected life of the financial instrument to:
• the gross carrying amount of the financial asset; or

• the amortised cost of the financial liability.
When calculating the effective interest rate for financial instruments other than credit-
impaired financial assets, the Bank estimates future cash flows considering all contractual
terms of the financial instrument, but not expected credit losses. For originated credit-
impaired financial assets, a credit-adjusted effective interest rate is calculated using
estimated future cash flows including expected credit losses.
The calculation of the effective interest rate includes transaction costs and fees and points
paid or received that are an integral part of the effective interest rate. Transaction costs
include incremental costs that are directly attributable to the acquisition or issue of a
financial asset or financial liability.
2.4.2 Financial Assets - Subsequent Measurement

Debt Instruments
The classification and subsequent measurement of debt instruments depend on the Bank’s
business model for managing the financial assets and the contractual terms of the cash
flows. Based on these factors, the Bank classifies its debt instruments into one of the
following measurement categories:
Amortised Cost: Financial assets that are held within a business model whose objective is
collection of contractual cash flows and where such cash flows represent solely payments
of principal and interest are measured at amortised cost. A gain or loss due to impairment
or upon derecognition of a debt investment that is subsequently measured at amortised
cost is recognised in profit or loss. Interest income from these financial assets is included
in "Interest and similar income" using the effective interest rate method.
Fair value through other comprehensive income (FVOCI): Financial assets that are held
within a business model whose objective is achieved both by collection of contractual cash
flows and by selling the assets, where those cash flows represent solely payments of
principal and interest, and are not designated at fair value through profit or loss, are
measured at fair value through other comprehensive income. Movements in the carrying
amount are taken through OCI, except for recognition of impairment gains and losses,
interest revenue and foreign exchange gains and losses on the instrument’s amortised cost
which are recognised in profit or loss
When the financial asset is derecognised, the cumulative gain or loss previously recognised
in OCI is reclassified from equity to profit or loss and recognised in "Other operating
income". Interest income from these financial assets is included in "Interest and similar
income" using the effective interest rate method.
Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for
amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on
a debt investment that is subsequently measured at fair value through profit or loss is
recognised in profit or loss and presented in the profit or loss statement within “Net
gains/(losses) from financial instruments classified as held for trading” in the period in which
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it arises. Interest income from these financial assets is included in "Interest and similar
income".
Business Model Assessment

The Bank makes an assessment of the objective of a business model in which an asset is
held at a portfolio level because this best reflects the way the business is managed and
information is provided to management. The information considered includes:
• the stated policies and objectives for the portfolio and the operation of those policies in
practice. In particular, whether management's strategy focuses on earning contractual
interest revenue, maintaining a particular interest rate profile, matching the duration of the
financial assets to the duration of the liabilities that are funding those assets or realising
cash flows throug the sale of the assets;
• how the performance of the portfolio is evaluated and reported to the Bank's management;
Business Model Assessment - continued
• the risks that affect the performance of the business model (and the financial assets held
within that business model) and how those risks are managed;
• how managers of the business are compensated - e.g. whether compensation is based
on the fair value of the assets managed or the contractual cash flows collected.
• the frequency, volume and timing of sales in prior periods, the reasons for such sales and
its expectations about future sales activity. However, information about sales activity is not
considered in isolation, but as part of an overall assessment of how the Bank's stated
objective for managing financial assets is achieved and how cash flows are realized.
Solely Payments of Principal and Interest (SPPI) Assessment

Principal is defined as the fair value of the financial asset on initial recognition. Interest is
defined as consideration for the time value of money and for the credit risk associated with
the principal amount outstanding during a particular period of time and for other basic
lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.
In assessing whether the contractual cash flows are solely payments of principal and
interest, the Bank considers the contractual terms of the instrument. This includes
assessing whether the financial asset contains a contractual term that could change the
timing or amount of contractual cash flows such that it would not meet this condition. In
making the assessment, the Bank considers:
• contingent events that would change the amount and timing of cash flows;
• leverage features;
• prepayment and extension terms;
• terms that limit the Bank's claim to cash flows from specified assets (e.g. non-recourse
asset arrangements); and
• features that modify consideration of the time value of money - e.g. periodical rate of
interest
Financial assets with embedded derivatives are considered in their entirety when
determining whether their cash flows are solely payments of principal and interest.
Reclassifications
The Bank reclassifies debt investments when and only when its business model for
managing those assets changes.
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Modifications
If the terms of a financial asset are modified, the Bank evaluates whether the cash flows of
the modified asset are substantially different. If the cash flows are substantially different,
then the contractual rights to cash flows from the original financial asset are deemed to
have expired. In this case, the original financial asset is derecognised and a new financial
asset is recognised at fair value.
If the cash flows of the modified asset carried at amortised cost are not substantially
different, then the modification does not result in derecognition of the financial asset. In this
case, the Bank recalculates the gross carrying amount of the financial asset and recognises
the amount arising from adjusting the gross carrying amount as a modification gain or loss
in profit or loss.
If such a modification is carried out because of financial difficulties of the borrower, then the
gain or loss is presented together with impairment losses.
b Equity Instruments
The Bank subsequently measures all Quoted and Unquoted equity investments at fair value
through other comprehensive income. Where the Bank has elected to present fair value
gains and losses on equity investments in other comprehensive income, there is no
subsequent reclassification of fair value gains and losses to profit or loss. Dividends from
such investments continue to be recognised in profit or loss as other income when the right
to receive payments is established. These investments are held for strategic purposes
rather than for trading purposes .
c Derivative Financial Instruments

Derivatives are initially recognised at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at their fair value.
The Bank uses widely recognised valuation models for determining the fair value of common
and simple financial instruments, such as interest rate and currency swaps that use only
observable market data and require little management judgement and estimation.
Observable prices or model inputs are usually available in the market for listed debt and
equity securities, exchange traded derivatives and simple OTC derivatives such as interest
rate swaps. Availability of observable market prices and model inputs reduces the need for
management judgement and estimation and also reduces the uncertainty associated with
determining fair values. Availability of observable markets prices and inputs varies
depending on the products and markets and is prone to changes based on specific events
and general conditions in the financial markets.
d Non-derivative financial assets

The Bank has revised its internal treasury and risk management systems to support the
transition to SOFR. During the course of this transition, the Bank's IBOR Transition team
established policies for amending the interbank offered rates on existing floating rate loan
portfolio indexed to IBORs. Loan products are amended in a uniform way, while syndicated
products, are amended in bilateral negotiations with syndicated loan partners.
The IBOR transition working group is monitoring the progress of transition from IBORs to SOFR
by reviewing the total amounts of impacted contracts. The Bank also considers that a contract
is not yet transitioned to an alternative benchmark rate when interest under the contract is
indexed to a benchmark rate that is still subject to IBOR reform, (referred to as an ‘unreformed
contract’).
e Non-derivative financial Liabilities

The Bank has floating-rate liabilities indexed to USD LIBOR. The IBOR Transition team and
the Bank's treasury team is in discussions with the counterparties of our financial liabilities to
amend the contractual terms in response to IBOR reform.
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2.4.3 Impairment of Financial Assets
Overview of the ECL principles

The Bank assesses on a forward looking basis the expected credit losses (ECL) associated
with its loans and other debt financial assets not held at FVPL, together with loan commitments
and financial guarantee contracts, in this section all referred to as 'financial instruments'. The
impairment methodology applied depends on whether there has been a significant increase in
credit risk since initial recognition.
The measurement of ECL reflects an unbiased and probability-weighted amount that is
determined by evaluating a range of possible outcomes, time value of money and reasonable
and supportable information that is available without undue cost or effort at the reporting date
about past events, current conditions and forecasts of future economic conditions. Equity
instruments are not subject to impairment under IFRS 9.
The ECL allowance is based on the credit losses expected to arise over the life of the asset
(the lifetime expected credit loss or LTECL), unless there has been no significant increase in
credit risk since origination, in which case, the allowance is based on the 12 months’ expected
credit loss (12mECL). The 12 months ECL is the portion of LTECLs that represent the ECLs
that result from default events on a financial instrument that are possible within the 12 months
after the reporting date.
Both LTECLs and 12m ECLs are calculated on either an individual basis or a collective
basis, depending on the nature of the underlying portfolio of financial instruments.
The Bank has established a policy to perform an assessment, at the end of each reporting
period, of whether a financial instrument’s credit risk has increased significantly since initial
recognition, by considering if it is 30 days past due. Based on the above process, the Bank
groups its loans into Stage 1, Stage 2 and Stage 3, as described below:
• Stage 1: When loans are first recognised, the Bank recognises an allowance based on 12
months expected credit losses (12m ECLs). Stage 1 loans also include facilities where the
credit risk has improved and the loan has been reclassified from Stage 2.
• Stage 2: When a loan has shown a significant increase in credit risk since origination, the
Bank records an allowance for the lifetime expected credit losses (LTECLs). Stage 2 loans also
include facilities, where the credit risk has improved and the loan has been reclassified from
Stage 3.
• Stage 3: These are loans considered as credit-impaired. The bank records an allowance for
the LTECLs. POCI: Purchased or originated credit impaired (POCI) assets are financial assets
that are credit impaired on initial recognition.
POCI assets are recorded at fair value at original recognition and interest income is
subsequently recognised based on a credit adjusted EIR ECLs are only recognised or released
to the extent that there is a subsequent change in the expected credit losses.
The calculation of ECLs
The Bank calculates ECLs based on a multiple scenario to measure the expected cash
shortfalls, discounted at an approximation to the EIR. A cash shortfall is the difference between
the cash flows that are due to an entity in accordance with the contract and the cash flows that
the entity expects to receive.
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The mechanics of the ECL calculations are outlined below and the key elements are, as
follows:
PD: The Probability of Default is an estimate of the likelihood of default over a given time
horizon. A default may only happen at a certain time over the assessed period, if the facility
has not been previously derecognised and is still in the portfolio. The concept of PDs is further
explained in Note 3.2.4.
EAD: The Exposure at Default is an estimate of the exposure at a future default date, taking
into account expected changes in the exposure after the reporti`ng date, including repayments
of principal and interest, whether scheduled by contract or otherwise, expected drawdowns on
committed facilities, and accrued interest from missed payments. The EAD is further explained
in Note 3.2.4 (c).
LGD: The Loss Given Default is an estimate of the loss arising in the case where a default
occurs at a given time. It is based on thedifference between the contractual cash flows due and
those that the lender would expect to receive, including from the realisation of any collateral. It
is usually expressed as a percentage of the EAD. The LGD is further explained in Note 3.2.4
(c).
When estimating the ECLs, the Bank considers multiple scenario to measure the expected
cash shortfalls, discounted at an approximation to the EIR. When relevant, the assessment
also incorporates how defaulted loans are expected to be recovered, including the probability
that the loans will cure and the value of collateral or the amount that might be received for
selling the asset.
The maximum period for which the credit losses are determined is the contractual life of a
financial instrument unless the Bank has the legal right to call it earlier, with the exception of
revolving facilities which could extend beyond the contractual life.
Provisions for ECLs for undrawn loan commitments are assessed as set out in Note 2.20. The
calculation of ECLs (including the ECLs related to the undrawn element) for revolving facilities
is explained in Note 3.2.4 (c).
The mechanics of the ECL method are summarised below:
Stage 1
• The 12m ECL is calculated as the portion of LTECLs that represent the ECLs that result from
default events on a financial instrument that are possible within the 12 months after the reporting
date. The Bank calculates the 12mECL allowance based on the expectation of a default
occurring in the 12 months following the reporting date.
• These expected 12-month default probabilities are applied to a forecast EAD and multiplied
by the expected LGD and discounted by an approximation to the original EIR.
Stage 2
• When a financial instrument has shown a significant increase in credit risk since origination,
the Bank records an allowance for the LTECLs. The mechanics are similar to those explained
above but PDs and LGDs are estimated over the lifetime of the instrument. The expected cash
shortfalls are discounted by an approximation to the original EIR.
Stage 3
• For financial instruments considered credit-impaired (as defined in Note 3), the Bank
recognises the lifetime expected credit losses for these loans. The method is similar to that for
Stage 2 assets, with the PD set at 100%. POCI
• POCI assets are financial assets that are credit impaired on initial recognition. The Bank only
recognises the cumulative changes in lifetime ECLs since initial recognition, discounted by the
credit-adjusted EIR.
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Loan Commitments and Letters of Credit

• When estimating LTECLs for undrawn loan commitments, the Bank estimates the expected
portion of the loan commitment that will be drawn down over its expected life. The ECL is then
based on the present value of the expected shortfalls in cash flows if the loan is drawn down.
The expected cash shortfalls are discounted at an approximation to the expected EIR on the
loan.
• For revolving facilities that include both a loan and an undrawn commitment, ECLs are
calculated and presented together with the loan. For loan commitments and letters of credit,
the ECL is recognised within Provisions.
Financial Guarantee Contract

• The Bank’s liability under each guarantee is measured at the higher of the amount initially
recognised less cumulative amortisation recognised in the profit or loss, and the ECL provision.
For this purpose, the Bank estimates ECLs based on the present value of the expected
payments to reimburse the holder for a credit loss that it incurs. The shortfalls are discounted
bythe risk-adjusted interest rate relevant to the exposure. The ECLs related to financial
guarantee contracts are recognised within Provisions
Bank Overdraft and Other Revolving Facilities

The Bank’s product offering includes a variety of corporate and retail overdraft and credit cards
facilities, in which the Bank has the right to cancel and/or reduce the facilities with one day’s
notice. The Bank does not limit its exposure to credit losses to the contractual notice period,
but, instead calculates ECL over a period that reflects the Bank’s expectations of the
customer behaviour, its likelihood of default and the Bank’s future risk mitigation procedures,
which could include reducing or cancelling the facilities.
Restructured Financial Assets

If the terms of a financial asset are renegotiated or modified or an existing financial asset is
replaced with a new one due to financial difficulties of the borrower, then an assessment is
made of whether the financial asset should be derecognised and ECL is measured as follows:
• if the expected restructuring will not result in derecognition of the existing asset, then the
expected cash flows arising from the modified financial asset are included in calculating cash
shortfalls from the existing asset.
• if the expected restructuring will result in derecognition of the existing asset, then the
expected fair value of the new asset is treated as the final cash flow from the existing financial
asset at the time of its derecognition. This amount is included in calculating the cash shortfalls
from the existing financial asset that are discounted from the expected date of derecognition
to the reporting date using the original effective interest rate of the existing financial asset.
Credit-Impaired Financial Assets

At each reporting date, the Bank assesses whether financial assets carried at amortised cost
and debt instruments carried at FVOCI are credit- impaired. Financial assets are credit-
impaired when one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following:

• there is significant financial difficulty of a customer/issuer/obligor (potential bad debt indicator);
• there is a breach of contract, such as a default or delinquency in interest or principal payments;
• the Bank, for economic or legal reasons relating to the borrower’s financial difficulty, granting
to the borrower a concession that the Bank would not otherwise consider.
• it becomes probable that a counterparty/borrower may enter bankruptcy or other financial
reorganisation;
• there is the disappearance of an active market for a financial asset because of financial
difficulties; or
• observable data indicates that there is a measurable decrease in the estimated future cash
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flows from a group of financial assets.

• the financial asset is 90 days past due
A loan that has been renegotiated due to a deterioration in the borrower's financial condition is
usually considered to be creditimpaired unless there is evidence that the risk of not receiving
contractual cashflows has reduced significantly and there are no other indicators of impairment
In addition,a loan that is overdue for 90 days or more is considered impaired
Collateral Valuation
To mitigate its credit risks on financial assets, the Bank seeks to use collateral, where possible.
The collateral comes in various forms, such as cash, securities, letters of credit/guarantees,
real estate, receivables, inventories, other non-financial assets and credit enhancements such
as netting agreements. The Bank’s accounting policy for collateral assigned to it through its
lending arrangements under IFRS 9 is the same is it was under IAS 39. Collateral, unless
repossessed, is not recorded on the Bank’s statement of financial position. However, the fair
value of collateral affects the calculation of ECLs. It is generally assessed, at a minimum, at
inception and assessed on a quarterly basis. However, some collateral, for example, cash or
securities relating to margining requirements, is valued daily. Details of the impact of the Bank’s
various credit enhancements are disclosed in Note 3.
To the extent possible, the Bank uses active market data for valuing financial assets held as
collateral. Other financial assets which do not have readily determinable market values are
valued using models. Non-financial collateral, such as real estate, is valued based on data
provided by third parties such as mortgage brokers, or based on housing price indices.
Collateral Repossessed
The Bank’s accounting policy under IFRS 9 remains the same as it was under IAS 39. The
Bank’s policy is to determine whether a repossessed asset can be best used for its internal
operations or should be sold. Assets determined to be useful for the internal operations are
transferred to their relevant asset category at the lower of their repossessed value or the
carrying value of the original secured asset. Assets for which selling is determined to be a
better option are transferred to assets held for sale at their fair value (if financial assets) and
fair value less cost to sell for non-financial assets at the repossession date in, line with the
Bank’s policy.
In its normal course of business, the Bank does not physically repossess properties or other
assets in its retail portfolio, but engages external agents to recover funds, generally at auction,
to settle outstanding debt. Any surplus funds are returned to the customers/obligors. As a result
of this practice, the residential properties under legal repossession processes are not recorded
on the statement of financial position.
2.4.4 Presentation of Allowance for ECL

Loan allowances for ECL are presented in the statement of financial position as follows:
• Financial assets measured at amortised cost: as a deduction from the gross carrying amount
of the assets;
• Loan commitments and financial guarantee contracts: the loss allowance is recognised as a
provision;
• Where a financial instrument includes both a drawn and an undrawn component, and the
Bank cannot identify the ECL on the loan commitment component separately from those
on the drawn component: the Bank presents a combined loss allowance for both
components. The combined amount is presented as a deduction from the gross carrying
amount of the drawn component.
Any excess of the loss allowance over the gross amount of the drawn component is presented
as a provision; and
• Debt instruments measured at FVOCI: no loss allowance is recognised in the statement of
financial position because the carrying amount of these assets is their fair value. However,
the loss allowance is disclosed and is recognised in the fair value reserve.
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Write-Off
The Bank writes off financial assets, in whole or part, when it has exhausted all practical
recovery efforts and has concluded there is no reasonable expectation of recovery. Indicators
that there is no reasonable expectation of recovery include ceasing enforcement activity and
where the Bank’s recovery method is foreclosing on collateral and the value of the collateral is
such that there is no reasonable expectation of recovering in full.
The Bank may write-off financial assets that are still subject to enforcement activity.
2.4.5 Financial Liabilities

Initial and Subsequent Measurement
Financial liabilities are initially measured at their fair value, except in the case of financial
liabilities recorded at FVPL, transaction costs are added to, or subtracted from, this amount.
Financial liabilities, other than loan commitments and financial guarantees, are measured at
amortised cost or at FVPL when they are held for trading and derivative instruments or the fair
value designation is applied.
After initial measurement, debt issued and other borrowed funds are subsequently measured at
amortised cost. Amortised cost is calculated by taking into account any discount or premium on
issue funds, and costs that are an integral part of the EIR. The Bank classifies financial liabilities
as held for trading when they have been purchased or issued primarily for short-term profit
making through trading activities or form part of a portfolio of financial instruments that are
managed together, for which there is evidence of a recent pattern of short-term profit taking.
Held-for-trading liabilities are recorded and measured in the statement of financial position at fair
value.
In both the current and prior period, all financial liabilities are classified and subsequently
measured at amortised cost.
Derecognition
Financial liabilities are derecognised when they are extinguished (i.e. when the obligation
specified in the contract is discharged, cancelled or expires).
The exchange between the Bank and its original lenders of debt instruments with substantially
different terms, as well as substantial modifications of the terms of existing financial liabilities, is
accounted for as an extinguishment of the original financial liability and the recognition of a new
financial liability. The terms are substantially different if the discounted present value of the cash
flows under the new terms, including any fees paid net of any fees received and discounted
using the original effective interest rate, is at least 10% different from the discounted present
value of the remaining cash flows of the original financial liability. In addition, other qualitative
factors, such as the currency that the instrument is denominated in, changes in the type of
interest rate, new conversion features attached to the instrument and change in covenants are
also taken into consideration.
If an exchange of debt instruments or modification of terms is accounted for as an

extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the
extinguishment. If the exchange or modification is not accounted for as an extinguishment, any
costs or fees incurred adjust the carrying amount of the liability and are amortised over the
remaining term of the modified liability.
Financial Guarantee Contracts and Loan Commitments

Financial guarantee contracts are contracts that require the Bank to make specified payments
to reimburse the holder for a loss that it incurs because a specified debtor fails to make payment
when it is due in accordance with the terms of the debt instrument. Such financial guarantees
are given to banks, financial institutions and others on behalf of customers to secure loans,
overdrafts and other banking facilities. Loan commitments are firm commitments to provide
credit under pre-specified terms and conditions.
Financial guarantees issued or commitments to provide a loan at below-market interest rate are
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initially measured at fair value and the initial fair value is amortised over the life of the guarantee
or the commitment. Subsequently, they are measured at the higher of the amount of loss
allowance and the premium received on initial recognition less income recognised in accordance
with the principles of IFRS 15.
For loan commitments and financial guarantee contracts, the loss allowance is recognised as a
provision. However, for contracts that include both a loan and an undrawn commitment and the
Bank cannot separately identify the expected credit losses on the undrawn commitment
component from those on the loan component, the expected credit losses on the undrawn
commitment
2.5 Revenue Recognition
Interest income and expense

Interest income and expense for all interest-bearing financial instruments are recognised within
‘Interest income’ and ‘Interest expense’ in the Statement of profit or loss and the comprehensive
income using the effective interest method.
Fees and Commission Income

Fees and commissions are generally recognised on an accrual basis when the service has been
provided in line with the requirement of IFRS 15 - Revenue from Contracts with Customers. Loan
commitment fees for loans that are likely to be drawn down are deferred (together with related direct
costs) and recognised as an adjustment to the effective interest rate on the loan.
Loan syndication fees are recognised as revenue when the syndication has been completed and
the Bank has retained no part of the loan package for itself or has retained a part at the same
effective interest rate as the other participants. Commission and fees arising from negotiating, or
participating in the negotiation of, a transaction for a third party, are recognised on completion of
the underlying transaction.
Income From Bonds or Guarantees and Letters of Credit

Income from bonds or guarantees and letters of credit are recognised on a straight line basis over
the life of the bond or guarantee in accordance with the requirement of IFRS 15.
Dividend Income
Dividends are recognised in profit or loss when the entity’s right to receive payment is established.
Impairment of Non-Financial Assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Additionally, intangible assets that have an indefinite
useful life and are not subject to amortisation are tested annually for impairment. An impairment
loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value
in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows (cash-generating units). The impairment test may also
be performed on a single asset when the fair value less cost to sell or the value in use can be
determined reliably. Non-financial assets other than goodwill that suffered impairment are reviewed
for possible reversal of the impairment at each reporting date. Impairment losses recognised in
prior periods are assessed at each reporting date for any indication that the loss has decreased or
no longer exists. An impairment loss is reversed if there has been a change in the estimates used
to determine the recoverable amount. An impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss
in respect of goodwill is not reversed.
The Bank assessed the potential accounting implications of decreased economic activity as a result
of Covid-19 pandemic. The uncertainty in the economic environment may decrease the reliability
of long-term forecasts used in the impairment testing models. Based on the current estimates of
expected performance, no impairment needs were identified at the end of the period.
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2.7 Statement of Cash Flows

The Statement of cash flows shows the changes in cash and cash equivalents arising during
the period from operating activities, investing activities and financing activities. Cash and cash
equivalents include highly liquid investments. The cash flows from operating activities are
determined by using the indirect method. Net income is therefore adjusted by noncash items,
such as measurement gains or losses, changes in provisions, as well as changes from
receivables and liabilities. In addition, all income and expenses from cash transactions that are
attributable to investing or financing activities are eliminated.
The Bank’s assignment of the cash flows to operating, investing and financing category depends
on the Bank's business model (management approach). Interest received and interest paid are
classified as operating cash flows, while dividends received anddividends paid are included in
investing and financing activities respectively.
2.8 Cash and Cash Equivalents

Cash and cash equivalents comprise balances with less than three months’ maturity from the
date of acquisition, including cash in hand, deposits held at call with banks and other short-term
highly liquid investments with original maturities of three months or less.
For the purposes of the statement of cash flows, cash and cash equivalents include cash , due
from banks and non-restricted balances with central bank.
2.9 Leases
a The Bank is the lessee

i Right-of-use assets
The Bank recognises right-of-use assets at the commencement date of the lease (i.e., the date
the underlying asset is available for use). Right- of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities (if any). The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentive received. Unless the Bank is reasonably certain
to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-
use assets are depreciated on a straight-line basis over the shorter of its estimated useful life
and the lease term. Right-of- use assets are subject to impairment.
ii Short-term leases and leases of low-value assets

The Bank applies the short-term lease recognition exemption to its short-term leases (i.e., those
leases that have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). It also applies the lease of low-value assets recognition exemption
to leases (i.e., below N1,532,500). Lease payments on short term leases and leases of low-
value assets are recognised as expense on a straight- line basis over the lease term.
b The Bank is the lessor

i Operating Lease
When assets are subject to an operating lease, the assets continue to be recognised as property
and equipment based on the nature of the asset. Lease income is recognised on a straight line
basis over the lease term. Lease incentives are recognised as a reduction of rental income on a
straight-line basis over the lease term.
ii Finance Lease
When assets are held subject to a finance lease, the related asset is derecognised and the
present value of the lease payments (discounted at the interest rate implicit in the lease) is
recognised as a receivable. The difference between the gross receivable and the present value
of the receivable is recognised as unearned finance income. Lease income is recognised over
the term of the lease using the net investment method (before tax), which reflects a constant
periodic rate of return.
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2.10 Property, Plant and Equipment

Land and buildings comprise mainly branches and offices. All property and equipment used by
the Bank is stated at historical cost less accumulated depreciation and accumulated impairment
losses, if any Historical cost includes expenditure that is directly attributable to the acquisition
of the items.
Property, Plant and Equipment - continued
Subsequent expenditures are included in the asset’s carrying amount or are recognised as a
separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Bank and the cost of the item can be measured reliably.
The carrying amount of the replaced part is derecognised. All other repair and maintenance
costs are charged to 'Other operating expenses' during the financial period in which they are
incurred.
Land included in leasehold land and buildings is not depreciated. Depreciation of other assets
is calculated using the straight-line method to allocate their cost to their residual values over
their estimated useful lives, as follows:
- Building: 50 years
- Leasehold Improvements: the lower of useful life and lease period.
- Motor vehicles: 4 years
- Furniture and fittings: 5 years
- Computer equipment: 5 years
-Office equipment: 5 years
The assets’ residual values, depreciation method and useful lives are reviewed annually, and
adjusted if appropriate. Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount. These are included in 'Other operating expenses' in profit
or loss.
Construction cost and improvements in respect of offices is carried at cost as capital work in
progress. On completion ofconstruction or improvements, the related amounts are transferred
to the appropriate category of property and equipment.Payments in advance for items of
property and equipment are included as Prepayments in “Other Assets” and upon delivery
are reclassified as additions in the appropriate
category of property, plant and equipment.
Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. The gain or loss
arising on the disposal or retirement of an asset is determined as the difference between the
sales proceeds and the carrying amount of the asset and is recognised in profit or loss
2.11 Intangible Assets

Costs associated with maintaining computer software programmes are recognised as an
expense as incurred. Development costs that are directly attributable to the design and testing
of identifiable and unique software products controlled by the Bank, are recognised as intangible
assets when the following criteria are met:
· it is technically feasible to complete the software product so that it will be available for
use;
· it can be demonstrated how the software product will generate probable future economic
benefits;
· there is an ability to use or sell the software product;
· management intends to complete the software product and use or sell it;
· adequate technical, financial and other resources to complete the development and to
use or sell the software product are available; and
· the expenditure attributable to the software product during its development can be
reliably measured.
Subsequent expenditure on computer software is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates.
Direct computer software costs recognised as intangible assets are amortised on the straight-
line basis over the life of the intangible asset and are carried at cost less any accumulated
amortisation and any accumulated impairment losses.
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Derecognition
An intangible asset is derecognised on disposal, or when no future economic benefits are expected
from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as
the difference between the net disposal proceeds and the carrying amount of the asset, are
recognised in profit or loss when the asset is derecognised.
2.12 Provisions
Provisions for restructuring costs and legal claims are recognised when: the Bank has a
present legal or constructive obligation as a result of past events; it is more likely than not
that an outflow of resources will be required to settle the obligation; and the amount has been
reliably estimated. The Bank recognises no provisions for future operating losses.
If the effect of the time value of money is material, provisions are discounted using a current
pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting
is used, the increase in the provision due to the passage of time is recognised as a finance
cost.
2.13 Retirement Obligations and Employee Benefits

The Bank operates the following contribution and benefit schemes for its employees:
2.13.1 Defined Contribution Pension Scheme

The Bank operates a defined contributory pension scheme for eligible employees. Bank
contributes 10% of the employees' Basic, Housing and Transport allowances in line with the
provisions of the Pension Reform Act 2014 while employee contributes 8% summing to 18%
annual contribution. The Bank pays the contributions to a pension fund administrator. The
Bank has no further payment obligations once the contributions have been paid. The
contributions are recognised as employee benefits expense when they are due. Prepaid
contributions are recognised as an asset to the extent that a cash refund or a reduction in
the future payments is available. The Bank has no further obligation beyond the its 10%
contribution at the terminal date or disengagement .
2.13.2 Short-Term Benefits

Wages, salaries, annual leave, bonuses and non-monetary benefits are recognised as
employee benefit expenses in the statement of profit or loss and paid in arrears when the
associated services are rendered by the employees of the Bank.
2.14 Termination Benefits

Termination benefits are recognized as an expense when the Company is demonstrably
committed, without realistic possibility of withdrawal, to a formal detailed plan to either
terminate employment before the normal retirement date, or to provide termination benefits
as a result of an offer made to encourage voluntary redundancy. Termination benefits for
voluntary redundancies are recognized in the statement of other comprehensive income if
the company has made an offer for voluntary redundancy, it is probable that the offer will
be accepted, and the number of acceptances can be estimated reliably.
2.15 Share Capital

a) Share Issue Costs
Incremental costs directly attributable to the issue of new shares or options or to the
acquisition of a business are shown in equity as a deduction, net of tax, from the
proceeds.
b) Dividends on Ordinary Shares

Dividends on ordinary shares are recognised in equity in the period in which they are approved
by the Bank’s shareholders. Dividends for the period that are declared after the reporting date
are dealt with in the subsequent events note.
Dividends proposed by the Directors but not yet approved by members are disclosed in the
financial statements in accordance with the requirements of the Company and Allied Matters
Act.
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2.16 Fair Value Measurement

The Bank measures some financial instruments at fair value at each reporting date. Fair value
is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
* In the principal market for the asset or liability
* In the absence of a principal market, in the most advantageous market for the asset or
liability
The principal or the most advantageous market must be accessible by the Bank.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants act
in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's
ability to generate economic benefits by using the asset in its highest and best use or by selling
it to another market participant that would use the asset in its highest and best use.
The Bank uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements
are categorised within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
Unobservable inputs are those not readily available in an active market due to market illiquidity
or complexity of the product. These inputs are generally determined based on inputs of a
similar nature, historic observations on the level of the input or analytical techniques.
For assets and liabilities that are recognised in the financial statements at fair value on
a recurring basis, the Bank determines whether transfers have occurred between levels in
the hierarchy by re-assessing categorisation (based on the lowest level input that is significant
to the fair value measurement as a whole) at the end of each reporting period.
2.17 Comparatives
Except when a standard or an interpretation permits or requires otherwise, all amounts are
reported or disclosed with comparative information.
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2.18 Segment Reporting

IFRS 8 requires an entity to report financial and descriptive information about its reportable
segments, which are operating segments or aggregations of operating segments that meet
specified criteria. Operating segments are components of an entity about which separate
financial information is available that is evaluated regularly by the chief operating decision-
maker in deciding how to allocate resources and in assessing performance. The bank has
determined the (Executive Committee) as its chief operating decision maker.
An entity shall disclose information to enable users of its financial statements to evaluate the
nature and financial effects of the types of business activities in which it engages and the
economic environments in which it operates. Following the management approach, operating
segments are reported in accordance with the internal reports provided to the Bank's Managing
Director (the chief operating decision maker). The following summary describes each of the
bank's reportable segments.
Retail Banking
The retail banking segment offers a comprehensive range of retail, personal and
commercial services to individuals, small and medium business customers including a
variety of E-Business products to serve the retail banking segment.
Corporate Banking
The corporate banking segment offers a comprehensive range of commercial and
corporate banking services to the corporate business customers including other meduim
and large business customers. The segment covers Power and infrastructure, Oil and Gas
Upstream and Downstream, Real Estate, Agro-Allied and other industries.
Investment Banking
The bank's investment banking segment is involved in the funding and management of the
bank's securities, trading and investment decisions on asset management with a view of
maximising the bank's shareholders returns.
3.0 Financial risk management and fair value measurement and disclosure
3.1 Introduction and overview

IFRS 7: An entity shall disclose information that enables users of its financial statements to
evaluate the nature and extent of risks arising from financial instruments to which the entity is
exposed at the end of the reporting period. Set out below is the information about the nature
and extent of risks arising from the financial instruments to which the bank is exposed at the
end of the reporting period.
Enterprise Risk Management

Fidelity Bank runs an Enterprise-wide Risk Management system which is governed by the
following key principles:
i Comprehensive and well-defined policies and procedures designed to identify, assess,
measure, monitor, and report significant risk exposures of the entity. These policies are
clearly communicated throughout the Bank and are reviewed annually.
ii Clearly defined governance structure.
iii Clear segregation of duties within the Risk Management Division and also between them and
the business groups.
iv Management of all classes of banking risk broadly categorized into credit, market, liquidity,
and operational risk independently but in a co- coordinated manner at all relevant levels within
the Bank.
v Incorporate the volatility in macroeconomic variables caused by Covid-19 in the inputs and
assumptions used for the determination of expected credit losses (“ECLs”)
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Risk Management Governance Structure

Enterprise-wide risk management roles and responsibilities are assigned to stakeholders in the
Bank at three levels as follows:
Level 1 - Board/Executive Management oversight is performed by the Board of Directors,

Board Audit Committee, Board Risk Committee, Board Credit Committee (BCC), Board
Finance & General Purpose Committee, Board Information Technology Committee, and
Executive Management Committee (EXCO).
Level 2 - Senior Management function is performed by the Management Credit Committee

(MCC), Criticised Assets Committee (CAC), Asset and Liability Management Committee
(ALCO), Operational Risk & Service Measurements Committee (ORSMC), Management
Performance Reporting Committee (MPR), The Chief Risk Officer (CRO) and Heads of
Enterprise Risk Strategy, Loan Monitoring and Portfolio Reporting, Credit Appraisal, Credit
Administration, Remedial Assets Management, Market Risk Management and IT &
Operational Risk Management.
Level 3 - This is performed by all enterprise-wide Business and Support Units. Business and
Support Units are required to comply with all risk policies and procedures and to manage risk
exposures that arise from daily operations.
The Bank's Corporate Audit Division assists the Board Risk Committee by providing an
independent appraisal of the Bank’s risk framework for internal risk assurance. The Division
assesses compliance with established controls and enterprise-wide risk management
methodologies.
Significant risk-related infractions and recommendations for improvement in processes are
escalated to relevant Management and Board committees.
Enterprise Risk Philosophy

Fidelity Enterprise Risk Mission
Risk Culture
The Bank's risk culture proactively anticipates and curtails losses that may arise from its banking
risk underwriting. This culture evolved out of the understanding that the Bank is in a growth phase
which requires strong risk management. By design therefore, the Bank operates a managed risk
culture, which places emphasis on a mixture of growth and risk control to achieve corporate goals
without compromising asset or service quality.
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Risk Appetite
The risk appetite describes the quantum of risk that we would assume in pursuit of the Bank's
business objectives at any point in time. For the Bank, it is the core instrument used in aligning
the Bank's overall corporate strategy, the Bank's capital allocation and risks.
The Bank define the Bank's Risk Appetite quantitatively at two levels: Enterprise level and
Business/Support Unit level.
To give effect to the above, the Board of Directors of the Bank sets target Key Performance
Indicators (KPIs) at both enterprise and business/support unit levels based on
recommendations from the Executive Management Committee (EXCO).
At the Business and Support unit level, the enterprise KPIs are cascaded to the extent that the
contribution of each Business/Support Unit to risk losses serves as input for assessing the
performance of the Business/Support Unit.
3.2 Credit Risk
3.2.1 Management of credit risk
Credit risk is the risk that the Bank will incur a loss because its customers or counterparties fail
to discharge their contractual obligations. The Bank manages and controls credit risk by setting
limits on the amount of risk it is willing to accept for individual counterparties and for geographical
and industry concentrations, and by monitoring exposures in relation to such limits.
Credit risk is the single largest risk for the Bank's business; management therefore carefully
manages its exposure to credit risk. The credit risk management and control are centralised in a
credit risk management team which reports regularly to the Board of Directors and head of each
business unit.
The Bank measures and manage credit risk following the principles below:
• Consistent standards as documented in the Bank's credit policies and procedures manual are
applied to all credit applications and credit approval decisions.
• Credit facilities are approved for counter-parties only if underlying requests meet the Bank's
standard risk acceptance criteria.
• Every extension of credit or material change to a credit facility (such as its tenor, collateral
structure or major covenants) to any counterparty requires approval at the appropriate authority
level.
The approval limits are as follows:
Approval Authority Approval limits

Executive Directors N150 million and below
Managing Director/CEO Above N150 million but below N300
million
Management Credit and Investment
Above N300 million but below N3 billion
Committee
Board Credit Committee Above N3 billion but below N10 billion
Full Board N10 billion and above
• The Bank assigns credit approval authorities to individuals according to their qualifications,
experience, training and quality of previous credit decisions. These are also reviewed by the
Bank periodically.
• The Bank measures and consolidates all the Bank's credit exposures to each obligor on a
global basis. The Bank's definition of an “obligor” include a group of individual borrowers that
are linked to one another by any of a number of criteria the Bank have established, including
capital ownership, voting rights, demonstrable control, other indication of group affiliation; or
are jointly and severally liable for all or significant portions of the credit the Bank have
extended.
• The Bank's respective business units are required to implement credit policies and
procedures while processing credit approvals including those granted by Management and
Prospectus 84
Board Committees.
• Each business unit is responsible for the quality, performance and collection of its credit
portfolio including those approved by the Management and Board Committees.
• The Bank's Credit Control and Loan Portfolio Monitoring & Reporting departments regularly
undertake independent audit and credit quality reviews of credit portfolios held by business
units.
3.2.2 Credit Risk Ratings

A primary element of the Bank's credit approval process is a detailed risk assessment of every
credit associated with a counter-party. The Bank's risk assessment procedures consider both
the credit worthiness of the counter-party and the risks related to the specific type of credit
facility or exposure. This risk assessment not only affects the structuring of the transaction and
the outcome of the credit decision, but also influences the level of decision-making authority
required to extend or materially change the credit and the monitoring procedures we apply to
the on-going exposure.
The Bank has its own in-house assessment methodologies and rating scale for evaluating the
creditworthiness of it's counter-parties. The Bank's programmed 9-grade rating model was
developed in collaboration with Agusto & Company, a foremost rating agency in Nigeria, to
enable comparism between the Bank's internal ratings and the common market practice, which
ensures comparability between different portfolios of the Bank.
Applicable score Agusto & Co.

Group rating Description of the grade
band Limited
Investment grade
Exceptionally strong business
AAA 90% - 100% AAA fundamentals and overwhelming
capacity to meet obligations in a timely
manner.
Standard Monitoring
Very good business fundamentals and
AA 80% - 89% AA very
strong capacity to meet obligations
Good business fundamentals and strong
A 70% - 79% A
capacity to meet obligations
Satisfactory business fundamentals and
BBB 60%- 69% BBB
adequate capacity to meet obligations
BB 50% - 59% BB Satisfactory business fundamentals but
Weak business fundamentals and
B 40% - 49% B capacity
to repay is contingent upon refinancing.
CCC 30% - 39% CCC Very weak business fundamentals and
Very weak business fundamentals and
CC 20% - 29% CC capacity to repay in a timely manner
may be in doubt.
Default
C 0% - 19% C Imminent Insolvency
We generally rate all the Bank's credit exposures individually. The rating scale and its mapping
to the Standard and Poors agency rating scale is as follows:
Mapping to
Internal Rating Interpretation
External
Categories
Impeccable financial condition and overwhelming
AAA AAA
capacity to meet obligations in a timely manner
Prospectus 85
Very good financial condition and very low

AA AA
likelihood of default
Good financial condition and low likelihood of
A A
default
Satisfactory financial condition and adequate
BBB to BB BBB to BB
capacity to meet obligations
Weak financial condition and capacity to repay is in
B to CCC B to D
doubt and may be contingent upon refinancing
3.2.3 Credit Limits

Portfolio concentration limits are set by the Bank to specify maximum credit exposures we are
willing to assume over given periods. The limits reflect the Bank’s credit risk appetite. The
parameters on which portfolio limits are based include limits per obligor, products, sector,
industry, rating grade, geographical location, type of collateral, facility structure and conditions
of the exposure.
Monitoring Default Risk

The Bank's credit exposures are monitored on a continuing basis using the risk management
tools described above. The Bank has also put procedures in place to identify at an early stage
credit exposures for which there may be an increased risk of loss. Counter-parties that on the
basis of the application of the Bank's risk management tools, demonstrate the likelihood of
problems, are identified well in advance so that the Bank can effectively manage the credit
exposure and maximize the recovery. The objective of this early warning system is to address
potential problems while adequate alternatives for action are still available. This early risk
detection is a tenet of the Bank's credit culture and is intended to ensure that greater attention
is paid to such exposures. In instances where the Bank has identified counter-parties where
problems might arise, the respective exposure is placed on a watch-list.
3.2.4 Expected Credit Loss Measurement

The table below summarises the impairment requirements under IFRS 9 (other than purchased
or originated credit-impaired financial assets):
Stage 1 Stage 2 Stage 3

Significant
increase in credit Credit-impaired assets
Initial recognition
risk since initial
recognition
Lifetime expected Lifetime expected credit

12 month expected credit losses credit losses losses
(a) Significant Increase In Credit Risk

At initial recognition, the Bank allocates each exposure to a credit risk grade based on
available information about the borrower that is determined to be predictive of the risk of
default and applying experienced credit judgement. Credit risk grades are defined and
calibrated such that the risk of default occurring increases as the credit risk deteriorates.
Backstop Indicators
A backstop is applied and the financial instrument considered to have experienced a significant
increase in credit risk if the borrower is more than 30 days past due on its contractual payments.
For assessing increase in credit risk, the Bank sets the origination date of revolving and non-
revolving facilities as the last reprice date i.e. the last time the lending was re-priced at a market
rate
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(b) Definition of Default

The Bank considers a financial asset to be in default, which is fully aligned with the credit-
impaired, when it meet the following criteria:
Quantitative criteria
• Internal credit rating - Downgrade from Performing to Non-performing (rating grids CC and
below)
• Days past due (Dpd) observation – DPDs of 90 days and above
Prudential classification of sub-standard, doubtful or lost
(c) Measuring ECL – Explanation of inputs, assumptions and estimation techniques

The Expected Credit Loss (ECL) is measured on either a 12-month (12M) or lifetime basis
depending on whether a significant increase in credit risk has occurred since initial
recognition or whether an asset is considered to be credit-impaired. Expected credit losses
are the discounted product of the Probability of Default (PD), Exposure at Default (EAD),
and Loss Given Default (LGD), defined as follows:
• The PD represents the likelihood of a borrower defaulting on its financial obligation (as per
“Definition of default and credit-impaired” above), either over the next 12 months (12M PD),
or over the remaining lifetime (Lifetime PD) of the obligation.
• EAD is based on the amounts the Bank expects to be owed at the time of default, over the
next 12 months (12M EAD) or over the remaining lifetime (Lifetime EAD). For a revolving
commitment, the Bank includes the current drawn balance plus any further amount that is
expected to be drawn up to the current contractual limit by the time of default, should it
occur.
• Loss Given Default (LGD) represents the Bank’s expectation of the extent of loss on a
defaulted exposure. LGD varies by type of counterparty, type and seniority of claim and
availability of collateral or other credit support. LGD is expressed as a percentage loss per
unit of exposure at the time of default (EAD). LGD is calculated on a 12-month or lifetime
basis, where 12-month LGD is the percentage of loss expected to be made if the default
occurs in the next 12 months and Lifetime LGD is the percentage of loss expected to be
made if the default occurs over the remaining expected lifetime of the loan.
The ECL is determined by projecting the PD, LGD and EAD for each future month and for
each individual exposure or collective segment. These three components are multiplied
together and adjusted for the likelihood of survival (i.e. the exposure has not prepaid or
defaulted in an earlier month). This effectively calculates an ECL for each future month,
which is then discounted back to the reporting date and summed. The discount rate used
in the ECL calculation is the original effective interest rate or an approximation thereof.
The Lifetime PD is derived by using historical data to develop specific lifetime PD models for all
asset classes. The long term span of historical data is then used to directly model the PD across
the life of a exposure. For debt instruments that are not internally rated , the Bank obtains the
issuer ratings of such instruments and matches them to its internal rating framework to determine
the equivalent rating. The lifetime PD curves developed for that rating band will then be used.
The 12-month and lifetime EADs are determined based on the expected payment profile, which
varies by product type.
The assumptions underlying the ECL calculation – such as how the maturity profile of the PDs
and how collateral values change etc. – are monitored and reviewed on a regular basis.
There have been no significant changes in estimation techniques or significant assumptions

made during the reporting period
Prospectus 87
(d) Forward-Looking information incorporated in the ECL models

The assessment of SICR and the calculation of ECL both incorporate forward-looking
information. The Group has performed historical analysis and identified the key economic
variables impacting credit risk and expected credit losses for each portfolio.
These economic variables and their associated impact on the PD, EAD and LGD vary by
financial instrument. Expert judgment has also been applied in this process. Forecasts of these
economic variables (the “base economic scenario”) are provided by the Group’s strategy team
on a quarterly basis. The specific macro-economic model applied is a Markov multi-state model
of transitions in continuous time with macroeconomic co-variates. The impact of these economic
variables on the PD, EAD and LGD has been determined by performing statistical regression
analysis. This helps to understand the impact these variables have had historically on default
rates and on the components of LGD and EAD.
In addition to the base economic scenario, the Group’s strategy team also provides other
possible scenarios along with scenario weightings. The number of other scenarios used is
based on the analysis of each major product type to ensure non-linearities are captured. The
number of scenarios and their attributes are reassessed at each reporting date. At 1 January
2023 and 31 December 2023, the Group concluded that the scenarios appropriately captured
non-linearities for all its portfolios.
Economic Variable Assumptions
The most significant period-end assumptions used for the ECL estimate as at 31 December 2023 are
set out below. The scenarios “base”, “upside” and “downside” were used for all portfolios.
6M 2022 2023 2024

Base Case 970 1,274 1,676 1,276
Foreign exchange rate Best Case 914 1,177 1,476 1,076
(N)
Worse Case 1,142 1,778 2,078 1,878
Base Case 30.91% 28.12% 22.61% 20.35%

Inflation rate Best Case 23.50% 21.45% 16.61% 14.94%
Worse Case 32.10% 30.12% 28.32% 26.35%
Base Case 88.01 84.28 79.68 77.25

Crude Oil ($) Best Case 100.19 112.21 116.77 117.49
Worse Case 61.37 55.40 50.08 47.93
6M 2022 2023 2024

Base Case 33.10 33.26 34.99 36.89
Foreign Reserves ($ Bn) Best Case 39.10 39.26 44.99 46.89
Worse Case 29.73 29.27 30.63 31.04
Base Case 107.03 106.85 107.08 108.09

USD Index Best Case 102.18 101.43 101.34 101.34
Worse Case 112.12 112.56 113.14 115.29
Base Case 4.10% 4.10% 4.10% 4.10%

Unemployment rate Best Case 2.43% 1.96% 1.44% 1.14%
Worse Case 6.92% 8.59% 11.67% 14.77%
3.3 Liquidity Risk

Liquidity risk is the risk that the Bank is unable to meet its payment obligations associated with its
financial liabilities when they fall due and to replace funds when they are withdrawn. The consequence
may be the failure to meet obligations to repay depositors and fulfil commitments to lenders.
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3.3.1 Management of Liquidity Risk
The Bank's principal liquidity objective is to ensure that the Bank holds sufficient liquid reserve to enable
it to meet all probable cashflow obligations, without incurring undue transaction costs under normal
conditions. Liquidity management safeguards the ability of the bank to meet all payment obligations as
they fall due. The Bank's liquidity risk management framework has been an important factor in
maintaining adequate liquidity and a healthy funding profile during the year and is structured to identify,
measure and manage the Bank's liquidity risk at all times. The Board approved liquidity policy guides
the management of liquidity risk strategically through the Board Risk Committee
(BRC) as well as Asset and Liability Committee (ALCO) and daily by the Market Risk Division. The
liquidity management framework is designed to identify measure and manage The Bank's liquidity risk
position at all times. Underlying Assets and Liabilities Management policies and procedures are
reviewed and approved regularly by the Assets and Liability Management Committee (ALCO)"
The Bank has established liquidity and concentration limits and ratios, tolerance levels as well as
triggers, through which it identifies liquidity risk. It also uses gap analysis to identify short-, medium-
and long-term mismatches, deploying gapping strategies to appropriately manage them. Periodic
monitoring is carried out to trigger immediate reaction to deviations from set limits.
Short-Term Liquidity
The Bank's reporting system tracks cash flows on a daily basis. This system allows management to
assess the Bank's short-term liquidity position in each location by currency and products. The system
captures all of the Bank's cash flows from transactions on the Bank's Statement of financial position,
as well as liquidity risks resulting from off-balance sheet transactions. We take account of products that
have no specific contractual maturities by extrapolating from their historical behaviour of cash flows.
Asset Liquidity
The asset liquidity component tracks the volume and booking location of the Bank's inventory of
unencumbered liquid assets, which we can used to raise liquidity in times of need. The liquidity of these
is an important element in protecting us against short-term liquidity squeezes. We keep a portfolio of
highly liquid securities in major currencies to supply collateral for cash needs associated with clearing
activities.
Management of Liquidity Risk - continued
Funding Diversification
Diversification of the Bank's funding profile in terms of investor types, regions, products and instruments
is also an important element of the Bank’s liquidity risk management practices. In addition, the bank
invests in liquid assets to facilitate quick conversion to cash, should the need arise.
Stress Testing
As a result of volatilities which take place in the Bank's operating environment, the Bank conducts
stress tests to evaluate the size of potential losses related to rate movements under extreme market
conditions. These are conducted on elements of its trading portfolio and the balance sheet in response
to the economic and market outlook. Consideration is given to historical events, prospective events
and regulatory guidelines. The Bank, after ALCO’s authorization, responds to the result of this activity,
by modifying the portfolio and taking other specific steps to reduce the expected impact in the event
that these risks materialize.
3.3.2 Maturity Analysis

The table below analyses financial assets and liabilities of the Bank into relevant maturity bands based
on the remaining period at reporting date to the contractual maturity date. The table includes both
principal and interest cash flows.
Up to 1 1-3 3-12 Over 5

1-5 years Total
month months months years
31 December 2023 N'million N'million N'million N'million N'million N'million
Non-derivative assets
- - - 1,174,398 - 1,174,398
central bank
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Up to 1 1-3 3-12 Over 5

1-5 years Total
Cash and Cash
362,530 14,390 - - - 376,920
equivalents
235,975 515,799 867,353 1,001,318 2,013,800 4,634,245
customers
Derivative financial assets - - - - - -
Investment securities - - - - - -
- Financial instrument at
77 317 6,931 1,001 4,215 12,540
FVTPL
- Debt instruments at
951 44,292 417,381 339,063 1,017,731 1,819,418
Amortised
23,622 21,402 121,127 40,236 35,132 241,520
FVOCI
Other Assets 39,589 197,946 166,432 - - 403,968
Total financial assets 662,744 794,146 1,579,224 2,556,016 3,070,878 8,663,008
Derivative assets
Trading:
Gross settled 10,723 - - 10,723
Net settled
Total - 10,723 - - - 10,723
Total financial assets 662,744 804,869 1,579,224 2,556,016 3,070,878 8,663,008
Up to 1 1-3 3-12 Over 5

1-5 years Total
Financial liabilities
Non-derivative
liabilities
Customer deposits 337,757 373,604 657,113 1,328,011 1,389,284 4,085,769
Other liabilities 122,415 170,073 248,943 360,566 281,890 1,183,887
Debt issued and other
borrowed funds 85 61,998 53,379 520,491 49,049 685,002
460,257 605,675 959,435 2,209,068 1,720,223 5,954,658
Derivative liabilities;
Trading:
Gross settled - - - - - -
Net settled
- - - - - -
Total financial
460,257 605,675 959,435 2,209,068 1,720,223 5,954,658
liabilities
Gap (assets-
202,487 199,194 619,789 346,948 1,350,655
liabilities)
Cumulative liquidity
202,487 401,681 1,021,470 1,368,418 2,719,073
gap
Financial Guarantee
Contracts:
Performance bonds
38,303 132,311 284,455 169,511 106,200 730,779
and guarantees
Letters of credit 91,580 127,638 177,868 16,276 - 413,362
Total 129,883 259,949 462,323 185,787 106,200 1,144,141
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Up to 1 3-12 Over 5
1-3 months 1-5 years Total
month months years
Non-derivative assets
248,556 - - 614,535 - 863,091
central bank
Cash and Cash
287,015 13,646 - - - 300,661
equivalents
119,771 303,382 518,204 887,120 1,364,320 3,192,797
customers
Derivative financial
- - - - - -
assets
Investment securities - - - - - -
- Financial instrument at
228 380 1,076 293 816 2,793
FVTPL
17,804 22,854 248,445 133,634 353,254 775,991
amortised
1,094 1,472 16,782 15,733 9,386 44,467
FVOCI
Other Assets 10,034 50,172 40,138 - 7,159 107,503
Total financial assets 684,502 391,906 824,645 1,651,315 1,734,935 5,287,303
Derivative assets
Trading:
Gross settled 4,778 - - 4,778
Net settled
- 4,778 - - - 4,778
Total financial assets 684,502 396,684 824,645 1,651,315 1,734,935 5,292,081
Non-derivative liabilities
Customer deposits 307,166 373,276 445,359 838,959 973,495 2,938,255
Other liabilities 114,904 51,075 88,571 238,776 367,464 860,790
Debt issued and other
67 25,942 29,418 240,383 53,431 349,241
borrowed funds
Total 422,137 450,293 563,348 1,318,118 1,394,390 4,148,286
Derivative liabilities;
Trading:
Gross settled - 1,208 - - - 1,208
Net settled
- 1,208 - - - 1,208
Total financial
422,137 451,501 563,348 1,318,118 1,394,390 4,149,494
liabilities
Gap (assets-liabilities) 262,365 (54,817) 261,297 333,197 340,545
Cumulative liquidity
262,365 207,548 468,845 802,042 1,142,587
gap
Financial Guarantee
Contracts:
Performance bonds and
8,293 75,908 248,141 157,276 - 489,618
guarantees
Letters of credit 32,840 56,001 126,856 - - 215,697
Total 41,133 131,909 374,997 157,276 - 705,315
3.4 Market Risk

The Bank takes on exposure to market risks, which is the risk that the fair value or future cash flows of
a financial instrument will be adversely affected by changes in market prices such as interest rates,
foreign exchange rates, equity prices and commodity prices.
Prospectus 91
3.4.1 Management of Market Risk
Essentially, the banking business is subject to the risk that financial market prices and rates will move
and result in profits or losses for us. Market risk arises from the probability of adverse movements in
financial market prices and rates. The Bank's definition of financial market prices in this regard refer to
interest rates, equity prices, foreign exchange rates, commodity prices, the correlations among them
and their levels of volatility. Interest rate and equity price risks consist of two components each: general
risk, which describes value changes due to general market movements, and specific risk which has
issuer-related causes.
The Bank assumes market risk in both the Bank's trading and non-trading activities. The Bank
underwrite market risks by making markets and taking proprietary positions in the inter-bank, bonds,
foreign exchange and other security markets. The Bank separates its market risk exposures between
the trading and the banking books. Overall authority and management of market risk in the Bank is
invested on the Assets and Liability Management Committee (ALCO).
The Board approves the Bank’s Market Risk Management policy and performs its oversight
management role through the Board Risk Committee (BRC). The Bank’s trading strategy evolves from
its business strategy and is in line with its risk appetite. The Bank's Market Risk division manages the
Bank’s market risk in line with established risk limits, which are measured, monitored and reported
periodically. Established risk limits, which are monitored on a daily basis by the Bank's Market Risk
group, include intraday, daily devaluation for currency positions, net open position, dealers’, deposit
placement, stop loss, duration and management action trigger limits. Daily positions of the Bank's
trading books are marked-to-market to enable the Bank to obtain an accurate view of its trading portfolio
exposures. Financial market prices used in the mark-to-market exercise are independently verified by
the Market Risk division with regular reports prepared at different levels to reflect volatility
of the Bank’s earnings
3.4.2 Foreign Exchange Risk

The Bank takes on exposure to the effects of fluctuations in the prevailing foreign currency exchange
rates on its financial position and cash flows. The Board sets limits on the level of exposure by currency
and its aggregate for both overnight and intra-day positions, which are monitored daily.
The table below summarises the Bank's exposure to foreign currency exchange risk at 31 December
2023.
USD GBP Euro Naira Total

Financial assets N'million N'million N'million N'million N'million
Restricted balances with central bank - - - 1,174,398 1,174,398
Cash and Cash equivalents 199,832 8,017 20,850 147,897 376,596
Loans and advances to customers 1,425,087 4,460 10,508 1,522,343 2,962,397
Derivative assets 10,723 - - - 10,723
Investment securities: - - - - -
- Financial assets at FVTPL - - - 7,684 7,684
- Debt instruments at FVOCI 18,495 - - 169,066 187,561
- Equity instruments at FVOCI 9,507 - - 95,446 104,953
- Debt instruments at Amortised cost - - - 818,803 818,803
Other financial assets 355,347 11,442 813 23,789 391,391
Total 2,018,991 23,919 32,171 3,959,426 6,034,506
Customer deposits 1,243,428 24,752 20,523 2,638,139 3,926,842
Derivative liabilities - - - - -
Other liabilities 247,342 2,138 2,138 882,256 1,133,874
Debt issued and other borrowed funds 511,458 - - 65,570 577,028
Total 2,002,228 26,890 22,661 3,585,965 5,637,744
Net on balance sheet position 16,763 (2,971) 9,510 373,460 396,762
Net exposure 16,763 (2,971) 9,510 373,460 396,762
Prospectus 92
Sensitivity Analysis of Foreign Currency Statement of Financial Position
Currency USD GBP Euro

N'million N'million N'million
Net effect on Statement of Financial Position 16,763 (2,971) 9,510
Closing Exchange Rate (Naira/ Currency) 952 1,140 991
1% Currency Depreciation (+) 961 1,152 1,001
Net effect of depreciation on Profit or loss (pre-tax) 168 (30) 95
1% Currency Appreciation (-) 942 1,129 981
Net effect of appreciation on Profit or loss (pre-tax) (168) 30 (95)
3.4.3 Interest Rate Risk
The table below summarises the Bank's interest rate gap position on non-trading portfolios:
Carrying Variable Fixed Noninterest-

amount interest interest bearing
31 December 2023 Million N'million N'million N'million
Financial assets
Restricted balances with central bank 1,174,398 - - 1,174,398
Cash and Cash equivalents 376,595 - 32,356 344,239
Loans and advances to customers 2,962,397 647,617 2,314,780 -
Derivative assets 10,723 - - 10,723
Investment securities - -
- Financial assets at FVTPL 7,684 - 7,684 -
- Debt instruments at FVOCI 187,561 - 187,561 -
- Debt instruments at amortised cost 818,803 - 818,803 -
Other financial assets 391,391 - - 391,391
5,929,553 647,617 3,361,185 1,920,751
Customer deposits 3,926,842 - 1,574,066 2,352,776

Derivative liabilities - - - -
Other liabilities 1,133,874 - 443,736 690,138
Debts issued and other borrowed funds 577,028 83,337 493,691 -
5,637,744 83,337 2,511,493 3,042,914
Non
Carrying Variable Fixed
interest-
amount interest interest
bearing
31st December 2022 N'million N'million N'million N'million
Financial assets
Restricted balances with central bank 863,090 - - 863,090
Cash and Cash equivalents 300,345 - 13,412 286,933
Loans and advances to customers 2,116,212 308,884 1,807,328 -
Derivative assets 4,778 - - 4,778
Investment securities - -
- Financial assets at FVTPL 2,036 - 2,036 -
- Debt instruments at FVOCI 28,696 - 28,696 -
- Debt instruments at amortised cost 479,591 - 479,591 -
Other financial assets 106,154 - - 106,154
3,900,902 308,884 2,331,063 1,260,955
Customer deposits 2,580,600 - 1,009,317 1,571,283
Derivative financial liabilities 1,208 - - 1,208
Other liabilities 814,882 - 473,604 341,278
Debts issued and other borrowed funds 261,466 26,648 234,699 119
3,658,156 26,648 1,717,620 1,913,888
Prospectus 93
3.4.4 Interest Rate Sensitivity

Total interest rate repricing gap
The repricing gap details each time the interest rates are expected to change
Less More Total

3-6 6-12
31 December 2023 than 3 1-5 years than 5 rate
months months
months years sensitive
Financial assets N'million N'million N'million N'million N'million N'million
- - - - - -
central bank
Cash and Cash equivalents 32,356 - 32,356
731,685 192,738 567,164 669,822 800,987 2,962,397
customers
Derivative financial assets - -
Investment securities -
- Financial assets at FVTPL 5,627 28 758 863 407 7,684
- Debt instruments at FVOCI 83,160 10,048 27,161 17,249 49,943 187,561
Debt instruments at amortised
532,148 - 61,227 17,836 207,592 818,804
Cost
Total assets 1,384,977 202,814 656,311 705,771 1,058,929 4,008,801
Derivative Financial Liabilities -
61,683 28,594 - 444,271 42,480 577,028
borrowed funds
Total liabilities 346,034 161,485 126,033 1,145,162 816,115 2,594,830
Net financial
1,038,943 41,329 530,277 (439,392) 242,814 1,413,971
assets/(liabilities)
Less than 3-6 6-12 More than Total rate

31st December 2022 1-5 years
3 months months months 5 years sensitive
Financial assets N'million N'million N'million N'million N'million N'million
- - - - - -
central bank
Cash and Cash equivalents 13,412 - 13,412
382,974 236,814 213,122 609,339 673,963 2,116,212
customers
Derivative financial assets - -
Investment securities -
- Financial assets at FVTPL 602 2,037
748 258 78 351
- Debt instruments at FVOCI 2,394 102 14,416 6,265 5,519 28,696
38,308 144,490 78,084 48,756 169,954 479,592
amortised cost
Total assets 437,690 382,154 305,880 664,438 849,787 2,639,949
Derivative Financial Liabilities -
26,170 15,746 178,125 41,425 261,466
borrowed funds
Total liabilities 304,595 109,351 92,045 594,336 644,060 1,744,387
Net financial assets and
133,095 272,803 213,835 70,102 205,727 895,562
liabilities
Prospectus 94
a. Interest Rate Sensitivity Analysis on Variable Rates Instruments on Profit and Equity
31 December 2023
Effect of Effect of Effect of Effect of

Increase/
Asset with variable increase decrease decrease decrease
Decrease Amount
interest rate by 200bp by 200bp by 200bp by 200bp
in bp
on Profit on Profit on Profit on Equity
N'million N'million N'million N'million N'million

Loans and advances to +200bp/-
647,617 12,952 (12,952) 12,952 (12,952)
customers 200b
Debts issued and other +200bp/-
83,337 (1,667) 1,667 (1,667) 1,667
borrowed funds 200b
b. 31st December 2022

Increase/
Decrease Amount
in bp

Loans and advances to +200bp/-
308,884 6,178 (6,178) 6,178 (6,178)
customers 200b
Debts issued and other +200bp/-
26,248 (533) 533 (533) 533
borrowed funds 200b
c. Interest Rate Sensitivity Analysis on Fixed Rates Instruments on Profit And Equity
31 December 2023

Increase/
Decrease Amount
in bp

Investments:
Financial assets measured at
+/-200bp 7,684 154 (154) 154 (154)
FVTPL
Debt instruments at FVOCI* +/-200bp 187,561 - - 3,751 (3,751)
31 December 2023

Increase/
Decrease Amount
in bp

Investments:
Financial assets held for
+/-200bp 2,036 41 (41) 41 (41)
trading
Debt instruments at FVOCI* +/-200bp 29,229 - - 585 (585)
*Changes in the value of debt instruments at FVOCI will impact other comprehensive income (OCI)
rather than profit
3.4.5 Equity Price Risk

Equity price risk is the risk that the fair value of equities decreases as a result of changes in the level
of equity indices and individual stocks. A 50.8 percent (Bank - 280.8 percent) increase in the value of
the Group's equity investment at FVOCI at 31 December 2023 would have increased equity by
N77.4billion (December 2022: N1.53 billion). An equivalent decrease would have resulted in an
equivalent but opposite impact.
Prospectus 95
(a) Financial Instruments Measured at Fair Value
IFRS 13 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation
techniques are observable or unobservable. Observable input reflect market data obtained from
independent sources; unobservable inputs reflect the Bank's market assumptions. These two types of
inputs have created the following fair value hierarchy:
31 December 2023 31st December 2022

Carrying value Fair value Carrying value Fair value
Financial assets N'million N'million N'million N'million
Cash and balances with
1,311,414 1,017,606 1,017,606
Central bank of Nigeria
Cash 21,440 33,300 33,300
Balances with central bank
other than
mandatory reserve deposits 115,576 121,216 121,216
Mandatory reserve deposits
1,174,398 863,090 863,090
with central banks
Due from banks 239,579 145,829 146,101

- Current balances with foreign
207,330 132,417 132,499
banks
- Placements with other banks
32,249 13,412 13,601
and discount houses
2,962,397 2,116,212 2,196,760
customers
- Term loans 2,707,023 1,866,402 1,908,096
- Advances under finance
9,380 15,120 18,202
lease
Other loans 245,994 234,690 270,462
Derivative financial assets 10,723 10,723 4,778 4,778
Fair Value Through Profit
7,684 7,684 2,036 2,036
and Loss
- Treasury bills 6,661 6,661 1,685 1,685
- Federal Government bonds 1,023 1,023 351 351
- Placement - - - -
Debt instruments at FVOCI 187,561 187,561 28,696 28,696
- Treasury bills 153,028 153,028 16,677 16,677
- Federal Government bonds 17,714 17,714 4,825 4,825
- State Government bonds 5,897 5,897 2,256 2,256
- Corporate bonds 10,922 10,922 4,938 4,938
Equity instruments
41,550 41,550 27,560 27,560
measured at FVOCI
Debt instruments at
818,804 479,591 480,422
amortised
- Treasury bills 404,734 261,847 261,914
- Federal Government bonds 393,591 202,481 202,665
- State Government bonds 5,103
- Corporate Bonds 15,375 15,263 15,843
31 December 2023 31st December 2022

Carrying value Fair value Carrying value Fair value
Financial liabilities N'million N'million N'million N'million
Deposits from customers 1,364,702 398,793 398,793
Term 75,999 696,745 696,745
Domiciliary 1,288,703
Derivative financial liabilities - 1,208 1,208
Debts issued and other borrowed
577,028 261,466 261,466
funds
a) Financial Instruments Measured at Fair Value

IFRS 13 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation
techniques are observable or unobservable. Observable input reflect market data obtained from
Prospectus 96
independent sources; unobservable inputs reflect the Bank's market assumptions. These two types of
inputs have created the following fair value hierarchy:
▪ Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
▪ Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
▪ Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable
inputs)
This hierarchy requires the use of observable market data when available. The Bank considers relevant
and observable market prices in its valuations where possible.
31 December 2023 Level 1 Level 2 Level 3 Total
Financial assets N'million N'million N'million N'million
Assets measured at fair value
Financial assets at FVTPL
- Federal Government bonds - - - -
- State Government bonds - 1,023 - 1,023
- Treasury bills - 6,661 - 6,661
- Placement - -
Debt instruments measured at FVOCI -
- Treasury bills - 153,028 - 153,028
- Federal Government bonds - 17,714 - 17,714
- Corporate bonds - 10,922 10,922
Equity instruments measured at
3,773 37,777 63,403 104,953
FVOCI
Assets for which fair values are disclosed -
Loans and Advances -
- Term loans - - 2,707,023 2,707,023
- Advances under finance lease - - 9,380 9,380
Other loans - - 245,994 245,994
Derivative financial assets - 10,723 - 10,723
Debt instruments at amortised cost - - -
- Treasury bills - 404,734 404,734
- Federal Government bonds - 393,591 393,591
- State Government bonds - 5,103 5,103
- Corporate Bonds - 15,375 15,375
Financial liabilities at FVTPL Level 1 Level 2 Level 3 Total

N'million N'million N'million N'million
Derivative financial liabilities - 24,225 - 24,225
Financial liabilities for which fair values are disclosed
Financial liabilities carried at amortised cost
Debt issued and other borrowed funds - - 577,028 577,028
Deposit from customers 1,364,702 1,364,702
31st December 2022 Level 1 Level 2 Level 3 Total

Assets measured at fair value
Held for trading
- Federal Government bonds - -
- State Government bonds 351 - 351
- Treasury bills - -
- Placement 1,685 1,685
Debt instruments measured at FVOCI -
Prospectus 97
31st December 2022 Level 1 Level 2 Level 3 Total

- Treasury bills - 16,677 - 16,677
- Federal Government bonds - 4,825 - 4,825
- Corporate bonds - 4,937 4,937
Equity instruments measured at FVOCI 2,395 26,000 - 28,395
Assets for which fair values are
- - - -
disclosed
Loans and Advances -
- Term loans - - 1,908,096 1,908,096
- Advances under finance lease - - 18,202 18,202
Other loans - - 270,462 270,462
Derivative financial assets - (4,778) - (4,778)
Level 1 Level 2 Level 3 Total

31st December 2022
Debt instruments at amortised cost - - -
- Treasury bills - (261,914) - (261,914)
- Federal Government bonds - (202,665) - (202,665)
- State Government bonds - - - -
- Corporate bonds - (15,843) - (15,843)
Level 1 Level 2 Level 3 Total

Financial liabilities at FVTPL
Derivative financial liabilities - 1,208 - 1,208
Financial liabilities for which fair values are disclosed
Financial liabilities carried at amortised cost
Debt issued and other borrowed funds - - 261,466 261,466
Deposit from customers 1,095,539 1,095,539
Due from other banks represents balances with local and correspondence banks, inter-bank
placements and items in the course of collection. The fair value of the current account balances, floating
placements and overnight deposits approximates their carrying amounts.
I) Derivatives
"The Bank uses widely recognized valuation models for determining the fair value of common and
simple financial instruments, such as interest rate and currency swaps that use only observable market
data and require little judgement and estimation. Observable prices or model inputs are usually
available in the market for listed debt and equity securities, exchange-traded derivatives and simple
OTC derivatives such as interest rate swaps. Availability of observable market prices and model inputs
reduces the need for management judgement and estimation and also reduces the uncertainty
associated with determining fair values. Availability of observable markets prices and inputs varies
depending on the products and markets and is prone to changes based on specific events and general
conditions in the financial markets.
II) Treasury Bills and Bonds

Treasury bills represent short term instruments issued by the Central banks of the jurisdiction where
the Group operates. The fair value of treasury bills is derived from the quoted yields, while the fair value
of bonds is determined with reference to quoted prices in active markets for identical assets. For certain
securities market prices cannot be readily obtained especially for illiquid Federal Government Bonds,
State Government and Corporate Bonds. The positions were marked-to-model at 31 December 2023
and 31 December 2022 based on yields for identical assets. Fair value is determined using discounted
cash flow model.
III) Equity Securities

The fair value of unquoted equity securities is determined based on the level of information available.
The investment in unquoted entities is carried at fair value. They are measured at fair value using price
multiples.
Prospectus 98
IV) Loans and Advances to customers

Loans and advances are carried at amortised cost net of allowance for impairment. The estimated fair
value of loans and advances represents the discounted amount of estimated future cash flows
expected to be received. Expected cash flows are discounted at current market rates to determine fair
value.
b) Fair valuation methods and assumptions - continued
V) Overdraft
The management assessed that the fair value of Overdrafts approximates their carrying amounts
largely due to the short-term maturities of these instruments.
VI) Other Asset

Other assets represent monetary assets which usually has a short recycle period and as such the fair
values of these balances approximate their carrying amount.
VII) Deposits from banks and due to customers

The estimated fair value of deposits with no stated maturity, which includes non-interest-bearing
deposits, is the amount repayable on demand. The estimated fair values of fixed interest-bearing
deposits and borrowings are determined using a discounted cash flow model based on a current yield
curve appropriate for the remaining term to maturity
VIII) Other Liabilities

Other liabilities represent monetary assets which usually has a short recycle period and as such the
fair values of these balances approximate their carrying amount.
IX) Debt Issued and Other Borrowed Funds

The fair of the Bank's Eurobond issued is derived from quoted market prices in active markets. The fair
values of the Bank’s interest-bearing borrowings and loans are determined by using the DCF method
using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The
fair value is determined by using discounted cashflow method.
3.5 Operational Risk Management

Operational risk is the potential for loss arising from inadequate or failed internal processes, people
and systems or from external events. This definition includes legal and regulatory risk but excludes
strategic and reputational risk.
The scope of operational risk management in the Bank covers risk exposures that may lead to
unavailability of service, information deficiency, financial loss, increased costs, loss of professional
reputation, failure to keep or increase market share, risks which result in the imposition of sanctions on
the Bank by regulators or legal proceedings against the Bank by third parties.
▪ The event of Covid-19 situation made the Bank put additional focus on several operational risk
aspects, such as:
▪ Business continuity plans to support our employees, customers and overall businesses.
▪ Potential increase of cyber risk due to new conditions in business management and remote
working. Our cyber security programme continued to be improved by strengthening detection,
response and protection mechanisms.
▪ Increase in technological support in order to ensure adequate customer service and correct
performance of our services, especially in online banking and call centres.
Organizational Set-up
Operational Risk Management is an independent risk management function within Fidelity Bank. The
Operational Risk & Service Measurements Committee is the main decision-making committee for all
operational risk management matters and approves the Bank's standards for identification,
measurement, assessment, reporting and monitoring of operational risk. Operational Risk
Management is responsible for defining the operational risk framework and related policies while the
responsibility for implementing the framework day-today operational risk management lies with the
Bank's business and support units. Based on this business partnership model the Bank ensures close
monitoring and high awareness of operational risk.
Prospectus 99
Operational Risk Framework

As is common with all businesses, operational risk is inherent in all operations and activities of the
Bank. We therefore carefully manage operational risk based on a consistent framework that enables
us to determine the Bank's operational risk profile in comparison to the Bank's risk appetite and to
define risk mitigating measures and priorities. We apply a number of techniques to efficiently manage
operational risk in the Bank's business, for example: as part of the Bank's strategy for making enterprise
risk management the Bank's discriminating competence, the Bank has redefined business
requirements across all networks and branches using the following tools:
Loss Data Collection

The Bank implements an event driven Loss Data Collection (LDC) system designed to facilitate
collection of internal loss data triggered at the occurrence of a loss event anywhere within the divisions
of the Bank. The LDC system captures data elements, which discriminate between boundary events
related to credit, market and operational risk. The system facilitates collection of loss data arising from
actual losses, potential losses and near misses. Work-flow capabilities built within the Bank's
predefined Event Escalation Matrix enable risk incidents to be reported to designated Event Identifiers,
Event Managers, Event Approvers and Action Owners that manage each risk incident from point of
occurrence to closure.
Risk and Control Self Assessments (RCSA)

The Bank implement a quantitative methodology for the Bank's Risk and Control Self Assessments,
which supports collection of quantitative frequency and severity estimates. Facilitated top-down RCSA
workshops are used by the bank to identify key risks and related controls at business unit levels. During
these workshops business experts and senior management identify and discuss key risks, controls and
required remedial actions for each respective business unit and the results captured within the
operational risk database for action tracking.
3.6 Operational Risk Management - continued

Key Risk Indicators (KRIs)
The Bank measures quantifiable risk statistics or metrics that provide warning signals of risk hotspots
in the Bank's entity. The Bank has established key risk indicators with tolerance limits for core
operational groups of the Bank. The Bank's KPI database integrates with the Loss Data Collection and
Risk & Control Self-Assessment models and systems to provide red flags that typically inform initiatives
for risk response actions in the Bank.
Business Continuity Management (BCM)

The Bank recognises that adverse incidences such as technology failure, natural and man-made
disasters could occur and may affect the Bank's critical resources leading to significant business
disruption. To manage this risk, our BCM plans assist is in building resilience for effective response to
catastrophic events. In broad categories, the plans which are tested periodically, cover disaster
recovery, business resumption, contingency planning and crisis management.
4 Capital Management
The Bank’s objectives when managing capital, which is a broader concept than the ‘equity’ on the face
of statement of financial position, are:
a) To comply with the capital requirements set by the regulators of the banking markets where the
entities within the Bank operate.
b) To safeguard the Bank’s ability to continue as a going concern so that it can continue to provide
returns for shareholders and benefits for other stakeholders; and
c) To maintain a strong capital base to support the development of its business.
Capital adequacy and the use of regulatory capital are monitored daily by the Bank’s management,
employing techniques based on the guidelines developed by the Central Bank of Nigeria (CBN), for
supervisory purposes. The required information is filed with the CBN on a monthly basis.
Prospectus 100
The CBN requires each bank to: (a) hold the minimum level of the regulatory capital of N25 billion and
(b) maintain a ratio of total regulatory capital to the risk-weighted asset at or above the minimum of
15% for an international licensed Bank.
In 2016, the Central Bank of Nigeria issued circular BSD/DIR/CIR/GEN/LAB/06/03 to all Bank's and
discount houses on the implementation of Basel II/III issued 10 December 2013 and guidance notes to
the regulatory capital measurement and management for the Nigerian Banking System for the
implementation of Basel II/III in Nigeria. The capital adequacy ratio for the year ended 31 December
2023 and the comparative period 31 December 2022 is in line with the new circular. The computations
are consistent with the requirements of Pillar I of Basel II ACord (Internal Convergence of capital
measurement and Capital Standards. Although the guidelines comply with the requirement of the Basel
II accord certain sections were adjusted to reflect the peculiarities of the Nigerian environment."
The Bank’s regulatory capital as managed by its Financial Control and Treasury Units is made up of
Tier 1 and Tier 2 capital as follows:
Tier 1 capital: This includes only permanent shareholders' equity (issued and fully paid ordinary
shares/common stock and perpetual non-cumulative preference shares) and disclosed reserves
(created or increased by appropriations of retained earnings or other surpluses). There is no limit on
the inclusion of Tier 1 capital for the purpose of calculating regulatory capital.
Tier 2 capital: This includes revaluation reserves, general provisions/general loan loss reserves,
Hybrid (debt/equity), capital instruments and subordinated debt. Tier 2 capital is limited to a maximum
of 33.3% of the total of Tier 1 capital.
The CBN excluded the following reserves in the computation of total qualifying capital:
1. The Regulatory Risk Reserve created pursuant to Section 12.4 (a) of the Prudential Guidelines
which was effective 1 July 2010 is excluded from regulatory capital for the purposes of capital
adequacy assessment;
2. Collective impairment on loans and receivables and other financial assets no longer forms part of
Tier 2 capital; and
3. Other Comprehensive Income (OCI) Reserves is recognized as part of Tier 2 capital subject to the
limits on the Calculation of Regulatory Capital."
The table below summarises the composition of regulatory capital and the ratios of the Bank as at 31
December 2023, as at 31 December 2022 and 31 December 2021 During those two periods, the Bank
as an entity complied with all of the externally imposed capital requirements to which it is subject to.
12/31/20 12/31/20 12/31/20
23 22 21
2023 2022 2021
N'millio N'millio N'millio
n n n
Tier 1 capital
Share capital 16,000 14,481 14,481
Share premium 113,705 101,272 101,272
Retained earnings 103,707 79,587 76,316
Statutory reserve 66,282 51,352 44,343
Small scale investment reserve 15,186 10,209 7,873
Tier 1 Deductions - Intangible Assets (5,123) (4,023) (3,968)
Total qualifying Tier 1 capital 309,757 252,878 240,317
Regulatory adjustment 38,134 34,704 34,704
Investment in Subsidiary 63,403 - -
Adjusted qualifying Tier 1 capital 208,220 218,174 205,613
Tier 2 capital
Eurobond Issue - - -
Local Bond Issue ( Discounted at 60%) 42,174 41,307 40,275
Revaluation reserve - - -
Fair value reserve 54,310 30,019 34,644
Total Tier 2 capital 90,541 71,326 74,919
Prospectus 101
Qualifying Tier 2 Capital restricted to lower of Tier 2 and 33.33%

of Tier 1 Capital
Total Tier 1 & Tier 2 Capital 298,762 289,500 292,323

Risk-weighted assets:
1,459,53 1,326,81 1,230,37
Credit Risk Weighted Assets
9 1 0
Market Risk Weighted Assets 12,104 17,977 86,351
Operational Risk Weighted Assets 376,354 250,941 210,001
1,847,99 1,595,72 1,526,72
Total risk-weighted assets
8 9 2
Capital Adequacy Ratio (CAR) 16.17% 18.14% 19.15%
Minimum Capital Adequacy Ratio 15% 15% 15%
5 Segment Analysis
Following the management approach of IFRS 8, operating segments are reported in accordance with
the internal reports provided to the Bank's Executive Committee (the chief operating decision maker).
In 2023, Management prepared its financial records in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board. This segment is what
the Bank's Executive Committee reviews in assessing performance, allocating resources and making
investment decisions.
Transactions between the business segments are on normal commercial terms and conditions.
Segment result of operations

The segment information provided to the Executive Committee for the reportable segments for the
period ended 31 December 2023 is as follows:
Retail Corporate Investment

Combined
banking banking banking
N'million
On 31 December 2023
Revenue derived from external
329,719 126,086 96,960 552,765
customers
Revenue from other segments - - - -
Total 329,719 126,086 96,960 552,765
Interest income 252,350 115,039 89,530 456,919
Interest expense (90,634) (52,778) (38,651) (182,063)
Fees and commission income 28,933 15,725 4,488 49,146
Fee and commission expense (7,042) (3,526) (1,244) (11,812)
Operating Expense (116,888) (35,371) (32,402) (184,661)
Profit before tax 69,758 31,656 22,924 124,338
Income tax expense (18,879) (3,438) (2,490) (24,807)
Profit for the period 50,879 28,218 20,434 99,531
Total segment assets 3,546,134 1,470,572 1,105,278 6,121,984
Total segment liabilities 3,280,565 1,388,927 1,021,451 5,690,943
Other segment information
(4,105) (1,661) (1,041) (6,807)
Depreciation/amortisation
Es

Combined
N'million
At 31 December 2022
162,950 99,488 74,612 337,050
customers
Total 162,950 99,488 74,612 337,050
Prospectus 102

Combined
N'million
Interest income 129,954 96,779 68,845 295,578
Income tax expense (4,499) (1,447) (1,007) (6,953)
Total segment assets 2,264,637 942,561 781,811 3,989,009
Total segment liabilities 2,169,419 885,461 619,769 3,674,649
(4,007) (1,568) (1,041) (6,616)

Combined
N'million
At 31 December 2021
112,161 80,921 57,691 250,773
customers
Total 112,161 80,921 57,691 250,773
Interest income 91,732 71,185 40,647 203,564
Income tax expense (1,096) (693) (322) (2,111)
Total segment assets 1,980,705 847,565 452,184 3,280,454
Total segment liabilities 1,932,830 752,403 309,927 2,995,160
(4,541) (1,687) (946) (7,174)
No revenue from transactions with a single external customer or counterparty amounted to 10% or
more of the Bank's total revenue in the year ended 31 December 2023 and 31 December 2022. The
cash flow information for the reporting segment is not provided to the chief operating decision-maker.
6 Interest and similar income
Reconstructed Reconstructed Reconstructed

31 December 31 December 31 December
2023 2022 2021
N' millions N' millions N' millions
Loans and advances to customer 360,914 230,951 159,370
Advances under finance lease 2,487 4,857 5,125
Treasury bills and other investment
securities:
Fair value through other comprehensive
10,564 7,734 4,712
income
Amortised cost 56,039 34,330 17,453
Placements and short term funds 1,393 534 123
Total 431,397 278,406 186,783
Interest and similar income represent interest income on financial assets measured at amortised cost
and Fair value through other comprehensive income. Interest income accrued on impaired financial
assets amounts to N6,190.43 million (31 December 2022: N2,214 million) in the financial Statement.
Prospectus 103
7 Interest Expense calculated using the effective interest rate method

2023 2022 2021
Term deposits 107,610 84,529 67,134

Debts issued and other borrowed funds 36,549 40,282 32,340
Savings deposits 21,799 8,800 4,007
Current accounts 7,035 4,251 3,835
Inter-bank takings 105 33 8
Intervention loan 8,965 4,988 1,363
Total 182,063 142,883 108,687
Total interest expense is calculated using the effective interest rate method as reported above and
does not include interest expense on financial liabilities carried at fair value through profit or loss.
8 Credit loss expense:

The table below shows the ECL charges on financial instruments for the year ended 31 December
2023 recorded in profit or loss:
Stage 1 Stage 2
Stage 1 Stage 2 Stage 3 POCI
Collective Collective Total
Individual Individual N' N'
N' N' N' millions
N' millions N' millions millions millions
millions millions
Due from banks
- (47) - - - - (47)
(Note 21)
Loans and
advances to - 1,899 - 42,684 18,796 - 63,379
customers
Debt instruments
measured at
FVOCI (24.6.1) - 428 - - - - 428
Debt instruments
measured at
Debt instruments
measured at
- 1,380 - - - - 1,380
amortised costs
(24.4)
Financial
guarantees (Note - 126 - - - - 126
31.3.1)
Letters of credit
- 409 - - - - 409
(Note 32.3.2)
- 4,195 - 42,684 18,796 65,675
Other assets
2,011 - 2,011
(Note 29)
Total 2,011 4,195 - 42,684 18,796 - 67,686
The table below shows the ECL charges on financial instruments for the year ended 31 December
2022 recorded in profit or loss:
Stage 1 Stage 2
N' N' N' millions
millions millions
Balances with - - - - - - -
CBN
Due from banks - (252) - - - - (252)
(Note 21)
Loans and - 918 - 1,712 3,785 - 6,415
advances to
customers
Prospectus 104
Stage 1 Stage 2
N' N' N' millions
millions millions
Debt instruments - 24 - - - - 24
measured at
FVOCI (24.6.1)
measured at
amortised costs
(24.4)
Financial - (29) - - - - (29)
guarantees (Note
31.3.1)
Letters of credit - (733) - - - - (733)
(Note 32.3.2)
- (66) - 1,712 3,785 5,431
Other assets 12 - 12
(Note 29)
Total 12 (66) - 1,712 3,785 - 5,443
The table below shows the ECL charges on financial instruments for the year ended 31
December 2021 recorded in profit or loss:
Stage 1 Stage 1 Stage 2 Stage 2 Stage 3 POCI
Total
Individual Collective Individual Collective N' N'
N' millions
N' millions N' millions N' millions N' millions millions millions
Balances with - - - - - - -
CBN
Due from banks - (368) - - - - (368)
(Note 21)
Loans and - 8,792 - 5,671 (7,850) - 6,613
advances to
customers
Debt instruments - (617) - - - - (617)
measured at
FVOCI (24.6.1)
Debt instruments
measured at
measured at
amortised costs
(24.4)
Financial - 352 - - - - 352
guarantees (Note
31.3.1)
Letters of credit - 520 - - - - 520
(Note 32.3.2)
- 9,140 - 5,671 (7,850) 6,961
Other assets - 73 73
(Note 29)
Total - 9,213 - 5,671 (7,850) - 7,034
Prospectus 105
9 Net fee and commission income

Fee and commission income is disaggregated below and includes a total fee in scope of IFRS 15
Revenues from Contracts with Customers except for Credit related fee in line with IFRS 9.
31 December 2023
Segments Retail Corporate Investment
Total
N'million
Fee and commission type:
ATM charges 6,634 3,754 - 10,388
Accounts maintenance charge 4,040 3,532 911 8,483
Commission on E-banking activities 1,896 931 751 3,577
Commission on travelers’ cheque and foreign bills 3,515 1,242 919 5,677
Commission on fidelity connect 2,022 724 589 3,335
Letters of credit commissions and fees 2,566 1,497 922 4,985
Commissions on off balance sheet transactions 2,478 1,452 - 3,931
Other fees and commissions 699 109 - 807
Commission and fees on banking services 544 245 - 789
Commission and fees on NXP 222 129 95 446
Collection fees 167 114 56 337
Telex fees 915 315 236 1,466
Cheque issue fees 47 11 9 67
Remittance fees 58 34 - 92
Total revenue from contracts with customers 25,803 14,089 4,488 44,380
Other non-contract fee income:
Credit related fees 3,130 1,636 - 4,766
Total fees and commission income 28,933 15,725 4,488 49,146
Fee and commission expense (7,042) (3,526) (1,244) (11,812)
Net fee and commission income 21,891 12,199 3,244 37,334
31 December 2022
Total
Segments banking banking banking
N'million
Fee and commission type:
ATM charges 5,424 3,409 - 8,833
Commission on E-banking activities 1,464 871 496 2,831
Commission on travelers’ cheque and foreign bills 1,850 875 487 3,212
Letters of credit commissions and fees 1,889 644 398 2,931
Commissions on off balance sheet transactions 1,348 513 486 2,347
Commission and fees on banking services 282 251 22 555
Telex fees 628 333 221 1,182
Cheque issue fees 55 16 - 71
Fee and commission expense (8,263) (3,725) (707) (12,695)
Net fee and commission income 11,598 7,620 2,505 21,723
Prospectus 106
31 December 2021
Total
Segments banking banking banking
N'million
Fee and commissions type:
ATM charges 3,415 2,248 - 5,663
Commission on E-banking activities 1,871 1,050 71 2,992
Commission on traveler’s cheque and foreign
1,835 701 419 2,955
bills
Letters of credit commissions and fees 965 460 353 1,778
Commissions on off balance sheet
907 586 305 1,798
transactions
Commission and fees on banking services 359 224 15 598
Telex fees 810 333 - 1,143
Cheque issue fees 83 35 - 118
Fee and commission expense (4,945) (2,984) (695) (8,624)
Net fee and commission income 12,734 7,182 867 20,783
Fees and commission income reported above excludes amount included in determining effective
interest rates on financial assets that are not carried at fair value through profit or loss
10 Derecognition loss on financial asset
The table below shows the modification charge on financial instruments recorded in profit or loss:

2023 2022 2021
Modified Loan Assets (Carrying Amount) - - 4,663

Specific allowances for impairment - - -
- - 4,663
Derecognition loss - - 1
- - 1
In line with IFRSs, derecognition is carried out when the cash flows of the modified assets are
substantially different from the contractual cash flows of the original financial assets. Based on this, A
modification was carried out on affected customers' loans, the cash flows of the original financial assets
were deemed to have expired and therefore modified to reflect a new financial asset at fair value. The
gross carrying amount of the loan before modification was Nill billion (December 2023 is Nil). The
financial assets is not deemed to be credit impaired.
Prospectus 107
11 Other operating income

2023 2022 2021
Net foreign exchange gains 44,087 2,680 11,562
Dividend income 2,018 397 817
Profit on disposal of property plant and equipment 49 (56) 69
Loan Recoveries 470 3,967 5,214
Other income 76 66 141
Total 46,700 7,054 17,803
a) Dividend income represent dividend received from the Bank's investment in equity instruments
held for strategic purposes and for which the Bank has elected to present the fair value and loss in
other comprehensive income. See note 2.4.2.b
b) Net foreign exchange gain represents unrealised gains from the revaluation of foreign currency-
denominated assets and liabilities held in the non-trading books.
c) Loan recoveries represents amount recovered for previously written-off facilities. The amount is
recognised on a cash basis only.
d) Other income relates to other miscellaneous income made during the financial period.
12 Net gains from financial instruments classified as fair value through profit or loss

2023 2022 2021
Net gains/(losses) arising from:
Bonds 918 (481) (3,840)
Treasury bills (18) 3 (765)
Derivatives 23,786 (1,090) (299)
Total 24,686 (1,568) (4,904)
Net gains on debt instruments financial assets reclassified from the bank's other comprehensive
income amount to N847 million (31 December 2022: N693 million) in the financial Statements, Group
was Nil .
12.1 Other interest and similar income measured at FVTPL

2023 2022 2021
Other interest and similar income
25,522 17,172 16,781
measured at FVTPL
Other interest and similar income on financial assets measured at FVTPL have been presented
separately in the statement of profit or loss and other comprehensive income
Prospectus 108
13 Personnel Expenses
2023 2022 2021
Wages and salaries 48,474 26,077 21,995
End of the year bonus (see note 32) 1,807 3,164 1,014
Pension contribution 555 490 461
Total 50,836 29,731 23,470
14 Depreciation and Amortisation

2023 2022 2021
Property, plant and equipment (Note 25) 4,609 3,732 3,283
Computer software (Note 27) 1,645 2,191 3,216
Depreciation of ROU asset (Note 26) 636 693 675
Total 6,890 6,616 7,174
15 Other operating expenses

2023 2022 2021
Marketing, communication & entertainment 22,818 21,883 5,824
Banking sector resolution cost 23,071 18,276 15,348
Outsourced cost 7,352 5,613 5,094
Deposit insurance premuim 11,129 8,238 7,393
Repairs and maintenance 8,315 5,395 3,604
Other expenses 8,720 2,621 2,409
Computer expenses 16,571 4,422 1,136
Lease expense (Finance cost) 207 45 -
Security expenses 1,842 1,484 1,568
Rent and rates 399 389 320
Cash movement expenses 976 817 948
Training expenses 1,606 568 502
Travelling and accommodation 2,663 1,363 897
Consultancy expenses 2,466 4,818 13,879
Corporate finance expenses 16,283 2,675 1,202
Legal expenses 1,594 657 399
Electricity 756 565 585
Office expenses 393 313 334
Directors' emolument 1,044 982 654
Insurance expenses 564 411 553
Stationery expenses 1,092 658 416
Bank charges 2,438 1,674 777
Auditors’ remuneration 361 185 195
Donation 820 108 1,377
Telephone expenses 145 124 107
Postage and courier expenses 200 153 147
Loss on disposal of property, plant and
- - -
equipment
Total 133,825 84,437 65,668
Prospectus 109
a) Banking sector resolution cost represents AMCON a statutory levy chargeable annually on every
Bank's total asset in Nigeria. This is applicable on total balance sheet size of the Bank. The current
applicable rate in Nigeria based on AMCON Act of 2021 is 0.5% of total assets (inclusive of off-
balance sheet)
b) The Bank paid external auditors’ professional fees for the provision of non-audit services. The total
amount of non-audit services provided to the external auditors during the period was N9.06 million.
These non-audit services were for Common Reporting Standard (CRS) Reporting (N1 million),
Corporate Tax Reporting (N8.06 million). These services in the Bank’s opinion, did not impair the
independence and objectivity of the external auditors as adequate safeguards were put in place.
c) The bank paid a total of N326.64 million as contribution to the Industrial Training Fund, (N298.88
million annual contribution and N17.76 million as variation payment).
16 Taxation
Reconstruct Reconstruct Reconstruct
ed ed ed
2023 2022 2021
a) Income tax expense
Current taxes on income for the period (Minimum tax) 20,297 4,679 625
Tertiary education tax (note 16g) 2,921 1,277 1,170
Police Trust Fund (note 16e) 6 3 1
National Agency for science and engineering infrastructure
311 134 63
0.25%
Capital gains tax 0 - -
Information Technology levy (note 16f) 1,243 537 252
Current income tax expense 24,778 6,630 2,111
Deferred tax expense 28 323 -
Total 24,806 6,953 2,111
Reconstructe Reconstructe Reconstructe

d d d
2023 2022 2021
b) Total income tax expense in profit or loss 124,338 53,677 38,066
Profit before income tax 37,301 17,445 12,371
Income tax using the domestic corporation tax rate
of 32.5% (Dec 2021: 32.5%) 24,419 11,854 1,954
Non-deductible expenses (32,512) (7,653) 40,417
Tax exempt income 929 (23,851) (54,742)
Utilization of previously unrecognised tax losses 4 - -
Unrecognised deferred tax assets - 4,679 625
Income Tax expense based on Minimum tax (note 16d) - - -
Effect of concessions (research and development and
other allowances) 2,921 1,277 1,384
Tertiary education tax (note 16g) (9,845) - -
Capital gain tax 6 3 2
Police Trust Fund (note 16e) 311 134 95
National Agency for science and engineering
infrastructure 0.25% 1,243 537 381
Information Technology levy (note 16f) 28 - -
Deferred Tax expense 24,805 6,630 2,487
Prospectus 110
Effective tax rate

The effective income tax rate is 19.90% (31 December 2022: 12.95%)

2023 2022 2021
c) The movement in the current income tax payable is
as follows:
At 1 January 8,446 3,523 2,307
Income tax paid (6,277) (1,707) (581)
WHT recovered (112) - (314)
Current income tax expense 24,778 6,630 2,111
At 31 December 26,835 8,446 3,523
d. The income tax is based on minimun tax assessment in line with the Finance Act 2021 at 0.5% of
Gross Earning Income as there is no taxable profit to charge tax. (2020: The basis of income tax is
minimum tax assessment at 0.25% of Gross Earning Income in accordance with Finance Act 2020)
e. The Nigerian Police Trust Fund Act (PTFA) 2019, stipulates that operating business in Nigeria to
contribute 0.005% of their net profit to Police Trust Fund. In line with the Act, the Bank has provided
for Police Trust Fund at the specified rate and recognised it as part of income tax for the period
f. The National Information Technology Agency Act (NITDA) 2007, stipulates that specified companies
contribute 1% of their profit before tax to National Information Development Agency. In line with the
Act, the Bank has provided for Information technology levy at the specified rate and recognised it as
part of income tax for the period.
g. Tertiary Education Tax (TET) as amended by Finance Act 2021, stipulates that 2.5% of assessable
profit of bank shall be contributed to funding of tertiary educational institutions in Nigeria. A specified
rate has been provided as Tertiary Education Tax and recognised it as part of income tax for the period
by the Bank.
h. National Agency for Science and Engineering Infrastructure Act (NASENI) stipulates that 0.25% of
bank profit before tax should be contributed to funding the agency. The Bank has provided a specified
rate for NASENI fund and recognised it as part of the income tax for the period.
17 Net reclassification adjustments for realised net gains

The net reclassification adjustments for realised net gains from other comprehensive income to profit
or loss are in respect of debt instruments measured at fair value through other comprehensive income
which matured during the period. See Other Comprehensive Income.
18 Earnings per share (EPS)

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the
Bank by the weighted average number of ordinary shares in issue during the year. The diluted earnings
per share is the same as basic EPS because there are no potential ordinary shares outstanding during
the reporting period.

2023 2022 2021
Profit attributable to equity holders of the Bank 99,532 46,724 23,104
Weighted average number of ordinary shares in
32,000 28,963 28,963
issue
Basic & diluted earnings per share expressed in
311.0 161.3 79.8
kobo per share)
Prospectus 111
a. Basic and diluted earnings per share are the same, as the Bank has no potentially dilutive
ordinary shares.
b. In compliance with the provisions of Section 124 of CAMA 2020, the bank issued 3,037,414,308
units of unissued shares by way of Private Placement prior to the end of the 2022 financial year to
bring the issued shares to 32,000,000,000 units of 50k shares
19 Cash and Cash equivalents

2023 2022 2021
Cash 21,440 33,300 42,755
Balances with central bank other than
115,576 121,216 42,720
mandatory reserve deposits
Due from banks 239,579 145,829 133,777
Total cash and cash equivalents 376,595 300,345 219,252
19.1 Due from Banks

2023 2022 2021
Current accounts with foreign banks 207,448 132,500 122,301
Placements with other banks and discount houses 32,356 13,601 12,000
Sub-total 239,804 146,101 134,301
Less: Allowance for impairment losses (225) (272) (524)
Total 239,579 145,829 133,777
19.2 Movement in allowance for impairment losses

2023 2022 2021
At 1 Jan 272 524 892
Profit or loss (47) (252) (368)
On 31 December 225 272 524
Cash and cash equivalents comprise balances with less than three months' maturity from the date of
acquisition, including cash on hand, deposits held at call with other banks and other short-term highly
liquid investments with original maturities of less than three months.
20 Restricted balances with central bank

2023 2022 2021
Mandatory reserve deposits with central bank 945,037 614,534 506,504
Special cash reserve 229,361 248,556 179,593
Carrying amount 1,174,398 863,090 686,097
I) Mandatory reserve deposits are not available for use in the Bank's day-to-day operations. It
represents a percentage of the Customers' deposits and are non-interest-bearing. The amount,
which is based on qualified assets, is determined by the Central Bank of Nigeria from time to
time. For the purpose of statement of cash flows, these balances are excluded from the cash
and cash equivalents
Prospectus 112
II) Special cash reserve represents special Intervention funds held with Central Bank of Nigeria
as a regulatory requirement
III) Cash and Bank Balances was separated into Cash and Cash Equivalent, and Balances with
Central Bank to reflect best practice
21. Impairment Allowance for Due from Banks

The table below shows the credit quality and the maximum exposure to credit risk based on the external
credit rating system and year-end stage classification. The amounts presented are gross of impairment
allowances.
31 December 2023'
Stage 1 Stage 2
Stage 3 Total
Individual Individual
External rating grade
Performing
High grade 195,733 - - 195,733
Standard grade 40,930 - - 40,930
Sub-standard grade 3,141 - - 3,141
Past due but not impaired - - - -
Non- performing
Individually impaired - - - -
Total 239,804 - - 239,804
31 December 2022'
Stage 1 Stage 2
Stage 3 Total
Performing
High grade 121,725 - - 121,725
Past due but not
- - - -
impaired
Non- performing -
Total 146,100 - - 146,100
31 December 2021
Stage 1 Stage 2
Stage 3 Total
Performing
High grade 87,450 - - 87,450
Non- performing -
Total 134,300 - - 134,300
Prospectus 113
An analysis of changes in the gross carrying amount and the corresponding ECL allowances is, as
follows:
31 December 2023'
Stage 1 Stage 2
Stage 3 Total
Gross carrying amount as at 1 January 2023 146,101 - 0 146,101
New assets originated or purchased 22,786 - - 22,786
Assets derecognised or repaid
(4,389) - - (4,389)
(excluding write offs)
Transfers to Stage 1 - - - -
Changes to contractual cash flows due to
modifications not resulting in
Derecognition - - - -
Amounts written off - - - -
Changes in PD/LGD/EAD and Accrued Interest - - - -
Foreign exchange adjustments 75,305 - - 75,305
At 31 December 2023 239,803 - - 239,803
31 December 2022'
Stage 1 Stage 2
Stage 3 Total
Gross carrying amount as at 1 January 2022 134,302 - - 134,302
(12,155) - - (12,155)
Accrued Interest (1,715) - - (1,715)
At 31 December 2022 146,100 - - 146,100
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(100,672) - - (100,672)
-
Prospectus 114
31 December 2021
Stage 1 Stage 2
Stage 3 Total
Accrued Interest - - - -
At 31 December 2021 134,301 - - 134,301
31 December 2023
Stage 1 Stage 2
Stage 3 Total
ECL allowance as at 1 January 2023 272 - - 272
New assets originated or purchased 107 - - 107
(231) - - (231)
Impact on period end ECL of exposures
- - - -
transferred between stages
during the period
- - - -
Unwind of discount
-
derecognition - - - -
Changes to models and inputs used for ECL -
calculations
Changes in PD/LGD/EAD and Accrued
- - - -
Interest Amounts written off
Foreign exchange adjustments
Changes in PD/LGD/EAD and Accrued Interest - - - -
Foreign exchange adjustments 76 - - 76
At 31 December 2023 224 - - 224
Prospectus 115
31 December 2022
Stage 1 Stage 2
Stage 3 Total
(440) - - (440)
Unwind of discount - -
-
calculations
Changes in PD/LGD/EAD and Accrued Interest
- - - -
Amounts written off
Foreign exchange adjustments
recoveries (9) (9)
At 31 December 2022 272 - - 272
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(440) - - (440)
Impact on period end ECL of exposures
- - -
transferred between stages
Unwind of discount - - - -
-
Calculations Changes in PD/LGD/EAD and
Accrued Interest Amounts written off foreign - - - -
exchange adjustments
Recoveries - - - -
At 31 December 2021 524 - - 524
Contractual amounts outstanding in relation to Due from banks that were still subject to enforcement
activity, but otherwise had already been written off, were nil both at 31 December 2023 and at 31
December 2022
Prospectus 116
22. Loans and Advances to Customers

2023 2022 2021
Loans to corporate and other organisations 3,030,274 2,129,774 1,665,885
Loans to individuals 76,051 66,986 66,658
3,106,325 2,196,760 1,732,543
Less: Allowance for ECL/impairment losses (143,927) (80,548) (74,131)
Total 2,962,398 2,116,212 1,658,412
Loans to corporate entities and other organisations

2023 2022 2021
Overdrafts 281,837 256,424 187,122
Term loans 2,740,080 1,856,537 1,447,686
Advance under finance lease 8,357 16,813 31,077
3,030,274 2,129,774 1,665,885
Less: Allowance for ECL/impairment losses (126,351) (75,203) (68,210)
Total 2,903,923 2,054,571 1,597,675
Loans to individuals
Overdrafts 17,837 14,038 12,553
Term loans 57,165 51,559 51,310
Advance under finance lease 1,049 1,389 2,795
76,051 66,986 66,658
Less: Allowance for ECL/impairment losses (17,576) (5,345) -5,921
Total 58,475 61,641 60,737
Movement in Allowance for ECL/impairment
losses for loans to corporate entities and other
organization
Net loans and advances include 2,962,398 2,116,212 1,658,412
22.1 Impairment allowance for loans and advances to customers

The contractual amount outstanding on loans that have been written off, but were still subject to
enforcement activity was nil at 31 December 2023 (31 December 2023: nil).
The increase in ECLs of the portfolio was driven by an increase in the gross size of the portfolio and
movements between stages as a result of increase in credit risk and changes in economic conditions.
Further analysis of economic factors is outlined in Note 3.
Prospectus 117
22.1.1 Corporate and Other Organisations
The table below shows the credit rating of corporate obligors and the maximum exposure to credit risk
based on the Bank’s internal credit rating system and year-end stage classification. The amounts
presented are gross of impairment allowances.
31 December 2023
Stage 1 Stage 2
Stage 3 POCI
Internal rating grade
Performing
High grade (AAA - A) 293,551 193,711 - -
Standard grade (BBB - B) 1,398,593 874,936 - -
Sub-standard grade (CCC - CC 179,627 4,009 - -
Past due but not impaired (C) - - - -
Non- performing: -
Individually impaired - - 85,847 -
Total 1,871,771 1,072,656 85,847 -
31 December 2022
Stage 1 Stage 2
Stage 3 POCI
Performing
High grade (AAA - A) 283,833 54,489 - -
Standard grade (BBB - B) 1,224,621 250,631 - -
Sub-standard grade (CCC - CC) 147,837 116,907 - -
Non- performing: -
Total 1,656,291 422,027 51,455 -
31 December 2021
Stage 1 Stage 2
Stage 3 POCI
Performing
High grade (AAA - A) 241,864 12,905 - -
Standard grade (BBB - B) 899,652 227,714 - -
Sub-standard grade (CCC - CC) 162,311 77,791 - -
Non- performing:
Total 1,303,827 318,410 43,648 -
Prospectus 118
An analysis of changes in the gross carrying amount and the corresponding ECL allowances in relation to
Corporate lending is, as
31 December 2023
Stage 1 Stage 2
Stage 3 POCI
Gross carrying amount as at 1 January 2023 1,656,291 422,027 51,455 -
New assets originated or purchased 385,016 - - -
(167,077) (1,961) (36,470) -
Transfers on Stage 1 97,613 -96,019 (1,594) -
Transfers on Stage 2 (361,004) 379,580 (18,575) -
Transfers on Stage 3 (61,281) (16,780) 78,061 -
- - - -
modifications not resulting in derecognition
Unwind of discount 14,418 5,347 654 -
Accounts written off - - (21,360) -
Changes in PD/LGD/EAD Including
22,633 22,838 26,490 -
Accrued Interest
Foreign exchange adjustments 285,163 357,624 7,186 -
At 31 December 2023 1,871,772 1,072,656 85,847 -
a 31 December 2022
Stage 1 Stage 2
Stage 3 POCI
Assets derecognised or repaid (551,915) (15,038) (28,644) -
Transfers on Stage 1 (113,979) 106,543 7,436 -
Transfers on Stage 2 18,319 (18,290) (29) -
Transfers on Stage 3 (2,163) 41 2,122 -
modifications not resulting in derecognition - - - -
Unwind of discount 12,412 8,217 401 -
Accounts written off (50) (86) (490) -
Accrued Interest 22,934 20,386 25,835 -
At 31 December 2022 1,656,291 422,028 51,455 -
Prospectus 119
31 December 2021
Stage 1 Stage 2
Stage 3 POCI
(excluding write offs) (419,956) (27,554) (10,534) -
Transfers on Stage 1 28,870 (26,252) (2,619) -
Transfers on Stage 2 (7,200) 7,215 (15) -
Transfers on Stage 3 (51,645) 69,999 (18,354) -
modifications not resulting in derecognition - - - -
Accounts written off - - - -
Accrued interest 39,777 29,802 24,516 -
At 31 December 2021 1,303,827 318,410 43,648 -
31 December 2023
Stage 1 Stage 2
Stage 3 POCI
Collectively Collectively
ECL allowance as at 1 January 2023
18,866 28,612 27,725 -
under IFRS 9
(28,165) (9,434) (1,614) -
(excluding write-offs)
Transfers to Stage 1 2,004 (1,627) (377) -
Transfers to Stage 2 (14,218) 15,773 (1,556) -
Transfers to Stage 3 (1,380) (8,913) 10,293 -
Impact on yearend ECL of exposures
-
transferred between stages during the year
Unwind of discount 421 3,481 - -
-
Changes in PD/LGD/EAD Including Accrued
8,473 2,955 10,204
Interest
Changes to models and inputs used for
- - - -
ECL Calculations
Amounts written off - - (21,360) -
At 31 December 2023 20,887 71,370 34,093 -
Prospectus 120
31 December 2022
Stage 1 Stage 2
Stage 3 POCI
ECL allowance as at 1 January 2022
16,720 26,663 24,830 -
under IFRS 9
(2,491) (6,417) (3,743) -
Transfers to Stage 1 (11,693) 6,166 5,527 -
Transfers to Stage 2 386 (376) (10) -
Transfers to Stage 3 (405) 403 3 -
-
Unwind of discount 392 244 31 -
-
4,629 1,990 1,577
Interest
- - - -
ECL Calculations
Amounts written off (50) (86) (490) -
Foreign exchange adjustments 98 26 - -
At 31 December 2022 18,865 28,613 27,725 -
31 December 2021
Stage 1 Stage 2
Stage 3 POCI
ECL allowance as at 1 January 2021 under
9,605 21,300 36,038 -
IFRS 9
(5,078) (1,560) (6,134) -
Transfers to Stage 1 1,192 - (1,192) -
Transfers to Stage 2 (16) 15 - -
Transfers to Stage 3 (2,432) - 2,432 -
8,270 6,290 (6,318) -
- - - -
- - - -
ECL Calculations
Foreign exchange adjustments 79 618 3 -
At 31 December 2021 16,720 26,663 24,829 -
The contractual amount outstanding on loans that have been written off, but were still subject to
enforcement activity was nil at 31 December 2023 (31 December 2023: nil).
movements between stages as a result of increase in credit risk and changes in economic conditions
Prospectus 121
22.1.2 Loans to individuals

The table below shows the credit rating of loans to individuals and the maximum exposure to credit risk
based on the Bank’s internal credit rating system and year-end stage classification. The amounts
presented are gross of impairment allowances. Details of the Bank’s internal grading system are
explained in Note 3.2.2 and policies on whether ECL allowances are calculated on an individual or
collective basis are set out Note 3.2.1
31 December 2023
Stage 1 Stage 2
Stage 3 POCI
Performing
High grade (AAA - A) - - - -
Standard grade (BBB - B) 47,487 882 - -
Sub-standard grade (CCC - CC) 745 - - -
Non- performing:
Total 48,232 882 26,936 -
31 December 2022
Stage 1 Stage 2
Stage 3 POCI
Performing
Sub-standard grade (CCC - CC) 1,130 - - -
Non- performing:
Total 52,634 1,163 13,189 -
31 December 2021
Stage 1 Stage 2
Stage 3 POCI
Performing
Sub-standard grade (CCC - CC) 976 - - -
Past due but not impaired (C) 4,497 - - -
Non- performing:
Total 58,744 1,390 - -
Prospectus 122
An analysis of changes in the gross carrying amount and the corresponding ECL allowances in relation
to individual lending is, as follows:
31 December 2023
Stage 1 Stage 2
Stage 3 POCI
Gross carrying amount as at 1 January 2023 52,634 1,163 13,189 66,986
(17,688) (67) (283) (18,038)
Transfers to Stage 2 (459) 468 (9) -
Transfers to Stage 3 (12,334) (769) 13,113 10
-
modifications not resulting in Derecognition
Unwind of discount 312 204 358 874
Changes in PD/LGD/EAD and Accrued Interest 4,312 46 1,237 5,595
Amounts written off - - (285) (285)
Foreign exchange adjustments 1,543 3 10 1,556
At 31 December 2023 48,242 882 26,937 76,061
31 December 2023
Stage 1 Stage 2
Stage 3 POCI
ECL allowance as of 1 January 2023
511 81 4,753 -
under IFRS 9
(2,175) (336) (153) -
Transfers to Stage 3 (31) (46) 77 -
- - - -
Unwind of discount 423 168 8,432 -
141 136 4,329 -
Interest
Amounts written off - - (285) -
At 31 December 2023 390 6 17,180 -
31 December 2022
Stage 1 Stage 2
Stage 3 POCI
Gross carrying amount as at 1 January 2022 58,743 1,390 6,525 -
(19,953) (407) (840) -
Transfers to Stage 3 (5,660) (244) 5,904 -
Prospectus 123
31 December 2022
Stage 1 Stage 2
Stage 3 POCI
-
modifications not resulting in Derecognition
(6,417) (43) 1,776 -
Accrued Interest
Foreign exchange adjustments - - 76 -
At 31 December 2022 52,635 1,163 13,188 -
31 December 2022
Stage 1 Stage 2
Stage 3 POCI
Gross carrying amount as at 1 January 2022 1,740 318 3,863 -
(excluding write offs) (441) (195) (639) -
Transfers to Stage 2 (65) 65 - -
Impact on year-end ECL of exposures
transaferred between satges during the year
Interest (528) (1) 251 -
Foreign exchange adjustments - - - -
At 31 December 2022 511 81 4,751 -
31 December 2021
Stage 1 Stage 2
Stage 3 POCI
Gross carrying amount as at 1 January 2021 49,492 294 3,636 -
(excluding write offs) (12,913) (70) (279) -
Changes to contractual cash flows due to - - - -
Amounts written off 1,858 1,184 2,374 -
Accrued Interest - - - -
At 31 December 2021 58,743 1,388 6,525 -
Prospectus 124
31 December 2021
Stage 1 Stage 2
Stage 3 POCI
Gross carrying amount as at 1 January 2021 63 10 502 -
(excluding write offs) (14) - (80) -
Transfers to Stage 1 76 - (76) -
Transfers to Stage 2 - 31 (31) -
Transfers to Stage 3 (1) - 1 -
transaferred between satges during the year (92) 276 3,547
At 31 December 2021 1,740 317 3,863 -
movements between stages as a result of increases in credit risk and a deterioration in economic
conditions. Further analysis of economic factors is outlined in Note 3.
22.2 Advances under finance lease may be analysed as follows:

2023 2022 2021
Gross Investment:
No later than 1 year 878 6,621 10,113
Later than 1 year and no later than 5 years 10,147 11,448 33,783
Later than 5 years - 133 158
Less: 11,025 18,202 44,054
Allowance for ECL/ Impairment losses (23) - -
Unearned future finance income on finance leases (53) (70) (10,182)
Net investment 10,949 18,132 33,872
The net investment may be analysed as follows:

No later than 1 year 878 6,616 8,824
Later than 1 year and no later than 5 years 10,125 11,382 24,890
Later than 5 years - 134 158
Total 11,003 18,132 33,872
22.3 Nature of security in respect of loans and advances

2023 2022 2021
Secured against real estate 549,781 502,967 307,548
Secured by shares of quoted companies - - -
Secured others 2,058,895 1,640,770 1,381,154
Advances under finance lease 37,523 42,954 29,739
Unsecured 100,434 10,069 14,102
Gross loans and advances to customers 2,746,633 2,196,760 1,732,543
Prospectus 125
23 Derivative Financial Instruments

The Bank entered into derivative contracts with counter parties; Total Return Swap with Standard Chartered Bank
(“SCB”), Meshraq (December 2022) and Non-deliverable Forwards with the Central Bank of Nigeria (“CBN”). The
table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with
their notional amounts. The notional amount, recorded gross, is the quantity of the derivative contracts’ underlying
instrument (being foreign currency and treasury bills). The notional amounts indicate the volume of transactions
outstanding at the year end and are not indicative of either the market or credit risk
a) Derivative Financial Assets

2023 2022 2021
Total return swap contracts - 4,363 49,574
Non-deliverable forwards - 10,673 415 -
Futures Contracts 50 - -
Total derivative financial Assets 10,723 4,778 49,574
Notional Amount
Forward contracts 11,998 27,399 50,109
Futures Contracts - - -
Total 11,998 27,399 50,109
b) Derivative Financial Liabilities

2023 2022 2021
Total return swap contracts - 1,208 -
Non-deliverable forwards - - - 425
Total derivative financial Assets - 1,208 425
Notional Amount
Forward contracts - 15,370 42,098
Total - 15,370 42,098
I) The Bank enters into currency forward contracts with counter parties. On initial recognition, the
Bank estimates the fair value of derivatives transacted with the counter parties in line with IFRS
13. In many cases, all significant inputs into the valuation techniques are wholly observable (e.g
with reference to similar transactions in the dealer market.) See note 2.4.2
II) During the period, various derivative contracts entered into by the Bank generated a net loss which
was recognized in the statement of profit or loss and other comprehensive income, while additional
liability was recognized for the liabilities.
III) All derivative contracts are current.
24 Investment Securities
24.1 Financial assets at fair value through profit and loss (FVTPL)

2023 2022 2021
Federal Government bonds 1,023 351 352
Treasury bills 6,661 1,685 4,855
Prospectus 126

2023 2022 2021
Placements - - -
Total financial assets measured at FVTPL 7,684 2,036 5,207
24.2 Debt instruments at fair value through other comprehensive income (FVOCI)
2023 2022 2021
Treasury bills 153,218 16,677 75,084
Federal Government bonds 17,714 4,825 16,106
State bonds 5,897 2,256 4,127
Corporate bonds 10,922 4,938 4,691
Total debt instruments measured at FVOCI 187,751 28,696 100,008
24.3 Equity instruments at fair value through other comprehensive income (FVOCI)

2023 2022 2021
Unquoted equity investments:
- Pay Attitude Global 14 20 16
- African Finance Corporation (AFC) 8,547 4,928 3,321
- Unified Payment Solution ( UPSL) 20,156 12,791 12,627
- Nigerian Inter Bank Settlement System (NIBBS) 6,078 4,618 3,540
- African Export–Import Bank (AFREXIM BANK) 960 452 275
- The Central Securities Clearing System (CSCS) 3,716 2,334 3,164
- Investment in FMDQ 2,022 2,356 3,215
Quoted equity investments:
- Nigerian Exchange Group (NGX) 57 61 49
Total equity instruments at FVOCI 41,550 27,560 26,207
Investment in Subsidiary:
- Fidelity Bank -UK 63,403 - -
Total equity instruments at FVOCI 63,403 37,381 36,450
The Group has designated its equity investments as equity investments at fair value through other
comprehensive income (FVOCI) on the basis that these are not held for trading, see note 2.4.2.b.
During the year ended 31 December 2023, the Bank recognised dividends of N2,018 million (December
2022 - N397 million) from its FVOCI equities which was recorded in the profit or loss as other operating
income.
24.4 Debt Instruments at amortised cost

2023 2022 2021
Treasury bills 405,537 261,914 250,502
Federal Government bonds 394,879 202,665 186,673
State Government bonds 5,120 - -
Corporate bonds 15,478 15,843 5,102
Sub-total 821,014 480,422 442,277
Allowance for impairment (2,210) (830) (824)
Total debt instruments measured at amortised cost 818,804 479,592 441,453
Reconciliation of allowance for impairment
At beginning of period (830) (824) (364)
Additional allowance for impairment (1,380) (6) (460)
Prospectus 127

2023 2022 2021
At end of period (2,210) (830) (824)
Total Investments 1,119,192 537,884 572,875
24.5 Pledged Assets

The assets pledged as collateral were given to the counter parties without transferring the ownership
to them. These are held by the counter party for the term of the transaction being collateralized.
Treasury Bills and Bonds are pledged to the Nigerian Inter Bank Settlement System Company Plc
(NIBSS) in respect of the Bank's ongoing participation in the Nigerian settlement system. The Bank
pledged Treasury bills and Bonds in its capacity as collection bank for government taxes and
Interswitch electronic card transactions. The Bank also pledged Federal Government bonds in foreign
currency to Standard Chartered Bank (“SCB”) in respect of its short-term borrowings.
The nature and carrying amounts of the assets pledged as collaterals are as follows:

2023 2022 2021
Treasury bills - Amortised cost 35,993 40,411 33,768
Federal Government bonds - Amortised cost 90,055 107,889 70,014
24.6 Impairment losses on financial investments subject to impairment assessment
24.6.1 Debt Instruments Measured at FVOCI
The table below shows the fair value of the Bank's debt instruments measured at FVOCI by credit risk,
based on the Bank’s internal credit rating system and Period-end stage classification. Details of the
Bank’s internal grading system are explained in Note 3.2.2 and policies on whether ECL allowances
are calculated on an individual or collective basis are set out in Note 3.2.4
31 December 2023'
Stage 1 Stage 2
Stage 3 Total
Internal rating grade N'million N'million N'million N'million
Performing
High grade 170,742 - - 170,742
Sub-standard grade - - - -
Non-performing - - - -
Total 187,560 - - 187,560
31 December 2022
Stage 1 Stage 2
Stage 3 Total
Performing
High grade 21,503 - - 21,503
Total 28,697 - - 28,697
Prospectus 128
31 December 2021
Stage 1 Stage 2
Stage 3 Total
Performing
High grade 92,557 - - 92,557
Total 100,008 - - 100,008
An analysis of changes in the fair value and the corresponding ECLs is, as follows:
31 December 2023
Stage 1 Stage 2
Stage 3 Total
Gross carrying amount as of 1 January 2023 28,696 28,696
Assets derecognised or matured (excluding
(16,825) - - (16,825)
write-offs)
Change in fair value 8,682 - - 8,682
Transfers to stage 1 - - - -
Changes due to modification not derecognised - - - -
Unwind of discount 765 - - 765
At 31 December 2023 187,562 - - 187,562
31 December 2023
Stage 1 Stage 2
Stage 3 Total
(14) - - (14)
write-offs)
- - - -
transferred between stages during the period
Unwind of discount (recognised in interest
12 - - 12
income)
Changes due to modification not derecognised -
Changes to models and inputs used for ECL
- - -
calculations
Recoveries - - - -
At 31 December 2023 620 - - 620
31 December 2022
Stage 1 Stage 2
Stage 3 Total
Prospectus 129
31 December 2022
Stage 1 Stage 2
Stage 3 Total
(77,817) - - (77,817)
write-offs)
Change in fair value (15,097) - - (15,097)
Unwind of discount 1,214 - - 1,214
At December 2022 28,696 - - 28,696
31 December 2022
Stage 1 Stage 2
Stage 3 Total
(85) - - (85)
write-offs)
64 - - 64
income)
Changes due to modification not derecognised -
- - -
calculations
Recoveries - - - -
At 31 December 2022 192 - - 192
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(214,502) - - (214,502)
write-offs)
Change in fair value (42,782) - - (42,782)
At December 2021 100,009 - - 100,009
Prospectus 130
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(808) - - (808)
write-offs)
51 - - 51
inocme)
Changes due to modification not derecognised - -
- - - -
calculations
Recoveries - - - -
At 31 December 2021 168 - - 168
24.6.2 Debt Instruments Measured at amotised cost
The table below shows the credit quality and the maximum exposure to credit risk based on the Bank’s
internal credit rating system and period-end stage classification. The amounts presented are gross of
impairment allowances. Details of the Bank’s internal grading system are explained in Note 3.2.2 and
policies on whether ECL allowances are calculated on an individual or collective basis are set out in
Note 3.2.4:
31 December 2023
Stage 1 Stage 2
Stage 3 Total
Performing
High grade 800,416 - - 800,416
Non-performing
Total 821,014 - - 821,014
31 December 2022
Stage 1 Stage 2
Stage 3 Total
Performing
High grade 464,578 - - 464,578
Total 480,421 - - 480,421
Prospectus 131
31 December 2021
Stage 1 Stage 2
Stage 3 Total
High grade 437,175 - - 437,175

Total 442,277 - - 442,277
An analysis of changes in the gross carrying amount and the corresponding ECLs is, as follows
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(260,952) - - (260,952)
write-offs)
Change in fair value - - - -
At 31 December 2023 821,014 - - 821,014
31 December 2023
Stage 1 Stage 2
Stage 3 Total
Assets derecognised or matured
(155) - - (155)
Transfers to stage 1 -
Unwind of discount recognised in
180 - - 180
interest income)
Changes due to modification not resulting to
- -
derecognition
- - -
calculations
Recoveries - - - -
At 31 December 2023 2,119 - - 2,119
Prospectus 132
31 December 2022
Stage 1 Stage 2
Stage 3 Total
(241,715) - - (241,715)
Changes due to modification
- - - -
not derecognised
At 31 December 2022 480,422 - - 480,422
31 December 2022
Stage 1 Stage 2
Stage 3 Total
(359) - - (359)
write-offs)
83 - - 83
inocme)
Changes other than modification not not
- -
recognised
- - -
calculations
Recoveries - - - -
At 31 December 2022 830 - - 830
Prospectus 133
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(65,812) - - (65,812)
write-offs)
Changes due to modification not derecognised 6,109 - - 6,109
At 31 December 2021 442,277 - - 442,277
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(146) - - (146)
144 - - 144
income)
Changes other than modification not recognised - -
- - -
calculations
Recoveries - - - -
At 31 December 2021 824 - - 824
Prospectus 134
25 Property, plant and equipment
Leasehold Computer
improve- Office Furniture, equipmen Motor Work in
Land Buildings ments equipment fittings t vehicles progress Total
N' N' N' N' N' N' N' N'
N' millions
millions millions millions millions millions millions millions millions
Cost
At 1 January
15,679 18,312 3,929 7,388 1,896 15,842 5,466 3,264 71,776
2023
Additions 63 304 281 1,480 205 1,337 2,022 3,796 9,488
Reclassifications (7) 269 10 133 67 1,720 - (2,360) (168)
Disposals (22) - - (15) (1) (9) (22) - (69)
At 31
15,713 18,885 4,220 8,986 2,167 18,890 7,466 4,700 81,027
December 2023
`
Accumulated
depreciation
At 1 January
- (4,144) (3,069) (5,758) (1,588) (10,782) (3,779) - (29,120)
2023
Charge for the
- (372) (207) (874) (119) (2,096) (943) - (4,611)
period
Reclassifications - - 12 (12) - - - -
Disposals - - - 17 1 6 9 - 33
At 31
- (4,516) (3,276) (6,603) (1,718) (12,872) (4,713) - (33,698)
December 2023
Carrying
amount at 31 15,713 14,369 944 2,383 449 6,018 2,753 4,700 47,329
December 2023
Cost
At 1 January
15,669 17,379 3,852 6,638 1,744 13,706 4,936 1,402 65,326
2022
Additions 355 573 77 625 167 1,913 907 2,507 7,124
Reclassifications (345) 366 17 259 - 348 - (645) -
Disposals (6) (17) (134) (15) (125) (377) - (674)
At 31
15,679 18,312 3,929 7,388 1,896 15,842 5,466 3,264 71,776
December 2022
Accumulated
depreciation
At 1 January
(3,785) (2,877) (5,258) (1,507) (9,083) (3,377) - (25,887)
2022
Charge for the
(353) (204) (639) (95) (1,793) (648) -- (3,732)
period
Reclassifications (8) (1) 8 - - -
Disposals 2 13 131 14 94 246 -- 500
At 31
(4,144) (3,069) (5,758) (1,588) (10,782) (3,779) - (29,119)
December 2022
Carrying
amount at 31 15,679 14,168 860 1,630 308 5,060 1,687 3,264 42,657
December 2022
Cost
At 1 January
15,543 17,066 3,835 9,835 2,336 19,132 5,531 998 74,276
2021
Additions 111 46 24 327 150 1,347 1,226 1,122 4,353
Reclassifications 70 290 - 219 3 136 - (718) -
Disposals (55) (23) (6) (3,742) (745) (6,910) (1,820) - (13,301)
At 31
15,669 17,379 3,853 6,639 1,744 13,705 4,937 1,402 65,328
December 2021
Accumulated
depreciation
At 1 January
- (3,463) (2,661) (8,423) (2,174) (14,392) (4,717) - (35,830)
2021
Charge for the
- (345) (222) (571) (77) (1,591) (476) - (3,282)
period
Reclassifications - - - - - - - - -
Disposals - 23 6 3,736 744 6,901 1,816 - 13,226
At 31
- (3,785) (2,877) (5,258) (1,507) (9,082) (3,377) - (25,886)
December 2021
Carrying
amount at 31 15,669 13,594 976 1,381 237 4,623 1,560 1,402 39,442
December 2021
Prospectus 135
a) Work in progress relates to capital cost incured in setting up new branches. When completed and
available for use, they are transfered to the respective property, plant and equipment classes and
depreciation commences
b) All property and equipment are non-current. None of the Bank's assets were financed from
borrowings, consequently no borrowing cost has been capitalized as part of asset cost.
c) There were no impairment losses on any class of property, plant and equipment during the period
(31 December 2022: Nil)
d) There were no pledged assets in any class of property, plant and equipment during the period (31
December 2022: Nil)
26 Right-of-Use Asset

2023 2022 2021
Cost
Balance at beginning of period 6,434 3,466 3,011
Additions 532 1,015 578
`Transfer from WIP 167 - -
Reclassification (1,803) - (123)
Balance 5,330 4,481 3,466
Accumulated amortization `
Balance at beginning of period (2,682) (1,989) (1,359)
Amortisation for the period (996) (693) (676)
Reclassification 1,618 - 46
Balance (2,060) (2,682) (1,989)
Carrying amount 3,270 1,799 1,477
Expense of Low value Item:

The expense for low value items and short term leases is N161.88million (31 December 2022: N389.30
million).
Prospectus 136
27 Intangible Asset
Stage 1 Stage 2
Stage 3
Cost
Balance on 1 January 12,964 7,410 8,399
Additions 2,851 2,246 3,901
Write offs during the period (3,126) (295) (4,890)
Balance as of 31 Decembere 12,689 9,361 7,410
Accumulated amortization
Balance at 1 January (8,458) (3,442) (5,116)
Amortisation for the period (1,793) (2,191) (3,216)
Write offs during the period 3,126 295 4,890
Balance as at 31 December (7,125) (5,338) (3,442)
Carrying amount 5,564 4,023 3,968
These relate to purchased softwares

All intangible assets are non-current with finite useful life and are amortised over the period. The amortisation
of intangible asset recognised in depreciation and amortisation in profit or loss was N1,645bn (Group –
N1,793bn) for the period ended 31 December 2023 (31 December 2022: N2,191bn).
28 Deferred Taxation
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal
authority.
Deferred taxes are calculated on all temporary differences under the liability method using a statutory tax rate of
30% or 33% as applicable (31 December 2022: 30% or 32.5%).
Deferred tax assets and liabilities are attributable to the following items:
28.1 Deferred Tax Assets
12/31/2023 12/31/2022 12/31/2021

2023 2022 2021
Deferred tax assets
Property, plant and equipment
Allowances for loan losses 22,554 15,753 -
Tax loss carried forward - - -
Unutilised tax credits (capital allowances) - 6,793 -
22,554 22,546 -
Unrecognised deferred tax assets - (17,240) -

Net 22,554 5,306 -
28.2 Deferred Tax Assets
Property, plant and equipment 6,913 5,585 5,376

Foreign exchange diffence (Unrealized) 14,549 - -
Fair value adjustments 1,443 44 -
22,905 5,629 5,376
Prospectus 137
28.3 Movements in temporary differences during the year:

Recognised in Recognised in 31 December
1 January 2023
P&L OCI 2023
Accelerated tax depreciation (5,585) (1,328) - (6,913)
Unutilised capitalised allowance 6,793 (6,793) - -
Allowances for loan losses 15,754 6,800 - 22,554
Tax loss carry forward - - - -
Foreign exchange diffence
(Unrealized) - (14,549) (14,549)
Fair value adjustments (44) (1,399) - (1,443)
16,918 (17,269) - (351)
Movements in temporary differences during the year:

1 January 2022
P&L OCI 2022
Accelerated tax depreciation (5,376) (209) - (5,585)
Unutilised capitalised allowance 14,599 - - 6,793
Allowances for loan losses 9,240 - - 15,754
Tax loss carry forward 440 - -
Fair value adjustments - - - (44)
18,903 (209) - 16,918
Movements in temporary differences during the year:

1 January 2021 P&L OCI 2021
Accelerated tax depreciation (4,570) 806 - (3,764)
Unutilised capitalised allowance 12,249 - - 6,793
Allowances for loan losses 4,308 - - 15,754
Tax loss carry forward 24,212 - -
Fair value adjustments - - - (44)
36,199 806 - 18,739
29 Other Assets
2023 2022 2021
Financial assets N'million N'million N'million
Sundry receivables 141,512 24,921 14,956
Electronic payment receivables 243,743 75,423 24,951
Investments in SMESIS 9,445 7,109 5,330
Shared Agent Network Expansion
Facility (SANEF) 50 50 50
394,750 107,503 45,287
Less:
Specific allowances for (3,359) (1,351) (1,648)
impairment
391,391 106,152 43,639
Non-financial assets
Prepayments 8,367 5,259 4,439
Others 184 414 460
Other non-financial assets 2,244 1,090 819
10,795 6,763 5,718
Total 402,186 112,915 49,357
Prospectus 138
Reconciliation of Allowance for Impairment

2023 2022 2021
At 1 January 1,351 1,648 1,575
Charge for the period 2,011 12 73
Reversal of provision - - -
Write-off during the period (4) (309) -
At 31 December 3,359 1,351 1,648
a. The Bank's investments under the Small and Medium Enterprises Equity Investment Scheme
("SMEEIS") is in compliance with the Policy Guidelines for 2001 Fiscal Year (Monetary Policy
Circular No. 35). There is no existence of either Control or Joint control in SMESIS.
b. Prepayment relates to payments made by the bank on items whose benefits covers specified
future period of time beyond the reporting period e.g. Insurance premiums, Adverts and
publicity, Computer expenses and Subscriptions. They are short tenured and are quickly
settled.
c. Other non-financial assets comprise of balances on settlement accounts such as: Stock of
ATM cards, stock electronic cards, and stock cheque books and stationeries and sundry
receivables. These assets are short tenured and are quickly settled.
d. The Shared Agent Network Facility (SANEF) is an intervention fund under the MSME
Development Fund to provide ten (10) year loans to CBN Licensed and pre-qualified Mobile
Money and Super- Agent operators for the purposes of rolling out of a Shared Agent Network.
The objective of the Shared Agent Network is to deepen financial inclusion in the country with
the offering of basic financial services such as Cash-in, Cash-out, Funds, Bills Payments,
Airtime Purchase, Government disbursements as well as remote enrollment on BMS
infrastructure (BVN).
30 Deposits from Customers

2023 2022 2021
Demand 1,652,267 862,425 636,768
Savings 880,905 599,331 477,173
Term 75,999 398,793 503,276
Domicilliary 1,288,703 696,745 394,322
Others 28,968 23,303 13,264
3,926,842 2,580,597 2,024,803
Current - 1,125,801 2,024,803

Non-current 3,926,842 1,454,796
3,926,842 2,580,597 2,024,803
a) Others relate to accrued interest payable of deposit liabilities which are considered to be
component of deposits.
Prospectus 139
31 Other Liabilities
2023 2022 2021
Customer deposits for letters of credit
46,856 57,221 50,216
(see note 31.1)
Accounts payable 375,489 202,980 21,145
FGN intervention fund 443,736 473,604 377,492
Manager's cheque 4,827 4,256 4,622
Payable on E-banking transactions 246,453 74,981 25,043
Other liabilities/credit balances 3,873 (1,324) 16,065
Accruals for year-end bonus 12,055 3,164 1,014
Lease liability 506 525
Total 1,133,795 815,407 495,597
31.1 Customer deposits for letters of credit relates to liabilities generated from loans granted to
customers for trade finance transactions, it mirrors the value of the confirmation line enjoyed by
the customer with the offshore bank for the purpose of facilitating the letters of Credit.
31.2 Account payable represents balances in internal accounts drawn for the purpose of settlement
of obligations which are due against the bank either from bank expense or customer transaction
settlement e.g. accrual/provision for expenses that has or will fall due, Ebanking settlement
values drawn from customers account, customers deposit drawn for FX bid with CBN for letters
of credit etc.
31.3 FGN Intervention Fund (On Lending facilities)

2023 2022 2021
CBN state bailout fund 79,824 82,065 89,782
Real sector support facility - Differentiated
188,204 211,001 147,227
Cash Reserves Requirement - (DCRR)
Real sector support facility - RSSF 4,954 10,941 15,383
Commercial Agriculture Credit scheme- (CACS) 6,503 8,089 10,217
Bank of Industry BG backed 105,324 80,981 71,920
Bank of Industry - Restructured and Refinance scheme 192 297 457
Bank of Industry on lending 1 67 123
Development Bank of Nigeria- (DBN) 32,661 40,015 19,985
Nigeria Export Import Fund - (NEXIM) 18,483 19,613 16,094
Power Airline Intervention Fund - (PAIF) 1,628 3,871 5,911
CBN Paddy Agregate schene (PAS) funds - 5,000 -
Accelerated Agriculture Credit Scheme - (AADS) - - 375
CBN 100 for 100 PPP - (Policy on Production and
5,945 11,644 -
Productivity)
Nigerian Incentive based Risk Sharing system for
17 19 18
Agriculture Lending - (NIRSAL)
Total 443,736 473,603 377,492
a. FGN Intervention fund is CBN Bailout Fund of N79.82billion (31 Dec 2023: N82.07 billion). This
represents funds for states in the Federation that are having challenges in meeting up with
their domestic obligation including payment of salaries. The loan was routed through the Bank
for on-lending to the states. The Bailout fund is for a tenor of 20 years at 9% per annum. See
Note 31.3 k
b. The Real Sector Support Facility (RSSF): The Central Bank of Nigeria, as part of the efforts to
unlock the potential of the real sector to engender output growth, productivity and job creation
has established a N300 billion Real Sector Support Facility (RSSF). The facility is disbursed to
large enterprises and startups with financing needs of N500 million up to a maximum of N10.0
billion. The activities targeted by the Facility are manufacturing, agricultural value chain and
selected service sub-sectors. The funds are received from the CBN at 2% per annum and
disbursed at 9% per annum to the beneficiary.
Prospectus 140
c. The fund received under the Central Bank of Nigeria (CBN) Commercial Agriculture Credit
Scheme represents a credit line granted to the Bank for the purpose of providing
concessionary funding to the agricultural sector. The facility attracts an interest rate of 2% per
annum and the Bank is under obligation to on-lend to customers at an all-in interest rate of not
more than 9% per annum. Based on the structure of the facility, the Bank assumes the default
risk of all amounts lent to the Bank's customers. This facility is not secured.
d. The Central Bank of Nigeria (CBN) / Bank of Industry (B0I) - SME / Manufacturing Intervention
Fund represents an intervention credit granted to the Bank for the purpose of refinancing /
restructuring existing loans to Small and Medium Scale Enterprises (SMEs) and Manufacturing
Companies. The total facility is secured by Nigerian Government Securities. A management
fee of 1% per annum is deductible at source and the Bank is under obligation to on-lend to
customers at an all-In interest rate of 7% per annum. The Bank is the primary obligor to CBN /
BOI and assumes the risk of default.
e. Federal Government through CBN, BOI and DBN to enable DMOs avail loans at single digit
rates or rates lower than the normal commercial rate to qualifying institutions in line with the
guidelines provided by CBN, BOI and DBN.
f. Non-oil Export Stimulation Facility (NESF): This Facility was established by the Central Bank
of Nigeria to diversify the economy away from the oil sector, after the fall in crude prices. The
Central Bank invested N500billion debenture, issued by Nigerian Export-Import Bank (NEXIM).
The facility disbursed per customer shall not exceed 70% of total cost of project, or subject to
a maximum of N5 billion. Funds disbursed to the Bank from CBN are at a cost of 2% which are
then disbursed to qualifying customers at the rate of 9% per annum.
g. The purpose of granting new loans and refinancing / restructuring existing loans to companies
in the power and aviation industries is to support Federal Government's focus on the sectors.
The facility is secured by Irrevocable Standing Payment Order (ISPO). The maximum tenor for
term loans under the programme is 15 years while the tenor for working capital is one year,
with option to renew the facility annually subject to a maximum tenor of five years. The facility
attracts an interest rate of 2% per annum payable quarterly in arrears and the Bank is under
obligation to on-lend to customers at an all-in interest rate of 9% per annum. This facility is not
secured.
h. Accelerated Agricultural Development Scheme (AADS) was established by the Central Bank
of Nigeria to help states develop at least 2 crops/agricultural commodities in which they have
comparative advantage. The fund is disbursed to the Bank at 2% per annum. Each state is
availed the facility at 9% per annum and repayments are made via ISPO deductions.
i. CBN PAS FUND - The Paddy Aggregation Scheme (PAS) is for Integrated Rice Millers and
Large-Scale Aggregators to enable them to purchase home- grown rice paddy at a single digit
interest rate to promote the Federal Government of Nigeria’s National Food Security
Programme (NFSP). It is to provide credit facilities to Integrated Rice Millers and Large-scale
rice paddy aggregators at single digit interest rate to increase local production of rice towards
effecting lower prices and enhancing national food security. The fund is disbursed to the Bank
at 6% per annum. Each enterprise is availed the facility at 9% per annum and repayments are
made via ISPO deductions.
j. CBN 100 for 100 PPP - (Policy on Production and Productivity) was established by the Central
Bank of Nigeria to stimulate investments in Nigeria’s manufacturing sector with the core
objective of boosting production and productivity necessary to transform and catalyse the
productive base of the economy. The fund is disbursed to the Bank at 2% per annum. Each
enterprise is availed the facility at 9% per annum and repayments are made via ISPO
deductions.
k. The Bailout fund is for a tenor of 20 years at 7% per annum and availed for the same tenor at
9% per annum until March 2020, the rate was reduced to 5% for 1 year period due to Covid
19 pandemic to March 2021 after which it was extended to February 2023. CBN on August
17, 2022, further reviewed the rates in response to economic outlook and approved the
following order: All intervention facilities granted effective July 20, 2022, shall be at 9% per
Prospectus 141
annum while all existing intervention facilities granted prior to July 20, 2022, shall be at 9% per
annum effective September 1, 2022.
l. The bank carries out modification test on all Intervention funds / loans. The modification test
was performed and there was no material impact on the financial statement from the
assessment.
31.4 Payable on E-banking transactions are settlement balances for RTGS/NIBSS transaction and
Transacts transactions
31.5 Other liabilities/credit balances are credit balances for other liabilities, other than the ones relating
to customers’ deposit.
31.6 A provision has been recognised in respect of staff year-end bonus, the provision has been
recognised based on the fact that there is a constructive and legal obligation on the part of the Bank to
pay bonus to staff where profit has been declared. The provision has been calculated as a percentage
of the profit after tax.

Movement in provision for year-end bonus 2023 2022 2021
On 1 January 3,164 1,014 2,548
Arising during the period 19,709 3,164 1,014
Utilised (10,818) (1,014) (2,548)
At 31 December 12,055 3,164 1,014
31.7 Maturity Analysis is presented in Note 44.
This relates to lease rental for properties used by the Bank. The net carrying amount of leased assets,
included within Right of Use Assets is N713 million (31 December 2022: N570 million) for Bank.
The future minimum lease payments on the lease liabilities extend over a number of years. This is
analysed as follows:
Not more than 1 year - -

Over one year but less than five years 565 525 -
More than five years - - -
At the end of the period 565 525 -
32 Provision
2023 2022 2021
Provisions for litigations and claims 1,886 883 623
Provision for guarantees and letters of credit
(Note 32.3.1 - 32.3.2) 1,548 1,013 1,776
Total 3,434 1,896 2,399
32.1 Movement in provision for litigations and claims

2023 2022 2021
At 1 January 883 623 623
Arising during the period 1,003 260 -
Utilised - - -
At 31 December 1,886 883 623
Prospectus 142
32.2 Current Provision

2023 2022 2021
Current Provision 1,548 1,013 3,413
Non-current provisions 1,886 883
Total 3,434 1,896 3,413
A further disclsore has been made in note 32.2 to ensure that Provisions is further broken down into
current and non-current to enhance users understanding of the financial statements. Prior year
comparative which was not disclosed have also been disclosed in note 32.2. These changes are not
considered material
32.3 Impairment losses on guarantees and letters of credit

An analysis of changes in the gross carrying amount and the corresponding allowances for impairment
losses in relation to guarantees and letters of credit is as follows:
32.3.1 Performance bonds and guarantees

internal credit rating system and year-end stage classification. Details of Bank's internal grading system
are explained in Note 3.2.2 and policies on whether ECLs are calculated on an individual or collective
basis are set out in Note 3.2.4
31 December 2023
Stage 1 Stage 2
Stage 3 Total
Internal rating grade -
Performing -
High grade 9,583 - - 9,583
Standard grade 675,626 - - 675,626
Non- performing: - - - -
Total 730,778 - - 730,778
31 December 2022
Stage 1 Stage 2
Stage 3 Total
Performing -
High grade 10,042 - - 10,042
Standard grade 474,101 - - 474,101
Total 489,618 - - 489,618
Prospectus 143
31 December 2021
Stage 1 Stage 2
Stage 3 Total
Performing 1,846 - - 1,846
High grade 277,663 - - 277,663
Individually impaired 287,993 - - 287,993
An analysis of changes in the outstanding exposures and the corresponding ECLs is, as follows:
31 December 2023
Stage 1 Stage 2
Stage 3 Total
New exposures 552,551 - - 552,551
Exposure derecognised or matured/lasped
(371,381) - - (371,381)
Changes due to modifications not resulting in
- -
derecognition
Amounts written off - - -
At 31 December 2023 730,779 - - 730,779
31 December 2023
Stage 1 Stage 2
Stage 3 Total
New exposures 230 - - 230
(141) - - (141)
-
Changes due to modifications not resulting
- - -
inderecognition
- - -
calculation
Recoveries - - -
At 31 December 2023 455 - - 455
31 December 2022
Stage 1 Stage 2
Stage 3 Total
New exposures 387,908 - - 387,908
(188,042) - - (188,042)
-
derecognition
At 31 December 2022 489,617 - - 489,617
Prospectus 144
31 December 2022
Stage 1 Stage 2
Stage 3 Total
(excluding write-offs) (343) - - (343)
transferred between stages during the year -
inderecognition - - -
calculation - - -
Recoveries - - -
At 31 December 2022 330 - - 330
31 December 2021
Stage 1 Stage 2
Stage 3 Total
New exposures 206,686 - - 206,686
(127,146) - - (127,146)
-
inderecognition
At 31 December 2021 288,993 - - 288,993
31 December 2021
Stage 1 Stage 2
Stage 3 Total
(4) - - (4)
-
- - -
inderecognition
- - -
calculation
Recoveries - - -
At 31 December 2021 359 - - 359
32.3.2 Letters of Credit

internal credit rating system and period end stage classification. Details of Bank's internal grading
system are explained in Note 3.2.2 and policies on whether ECLs are calculated on an individual or
collective basis are set out in Note 3.2.4.
Prospectus 145
31 December 2023
Stage 1 Stage 2
Stage 3 Total
Performing -
High grade 22,868 - - 22,868
Standard grade 329,595 - - 329,595
Total 413,361 - - 413,361
31 December 2022
Stage 1 Stage 2
Stage 3 Total
Performing -
High grade 63,940 - - 63,940
Standard grade 150,254 - - 150,254
Non- performing: - - -
Total 215,697 - - 215,697
31 December 2021
Stage 1 Stage 2
Stage 3 Total
Performing -
High grade 85,415 - - 85,415
Sub-standard grade 626 - - 626
Non- performing: - - -
Total 153,724 - - 153,724
An analysis of changes in the outstanding exposures and the corresponding ECLs is, as follows:
31 December 2023
Stage 1 Stage 2
Stage 3 Total
New exposures 331,454 - - 331,454
(166,214) - - (166,214)
-
inderecognition
At 31 December 2023 413,362 - - 413,362
Prospectus 146
31 December 2023
Stage 1 Stage 2
Stage 3 Total
(495) - - (495)
-
- - -
inderecognition
- - -
ECL calculation
Recoveries - - -
At 31 December 2023 1,093 - - 1,093
31 December 2022
Stage 1 Stage 2
Stage 3 Total
New exposures 177,400 - - 177,400
(122,896) - - (122,896)
-
inderecognition
At 31 December 2022 215,696 - - 215,696
31 December 2022
Stage 1 Stage 2
Stage 3 Total
ECL allowance as at 1 January 2022 1,417 - - 1,417
(excluding write-offs) (1,564) - - (1,564)
transferred between stages during the year -
derecognition - - -
calculation - - -
Recoveries - - -
At 31 December 2022 684 - - 684
Prospectus 147
31 December 2021
Stage 1 Stage 2
Stage 3 Total
New exposures 132,696 - - 132,696
(excluding write-offs) (114,625) - - (114,625)
derecognition -
At 31 December 2021 153,725 - - 153,725
31 December 2021
Stage 1 Stage 2
Stage 3 Total
New exposures 1,262 - - 1,262
(excluding write-offs) (837) - - (837)
transferred between stages during the year - -
Unwind of discount - - -
inderecognition - - -
calculation - - -
Recoveries - - -
At 31 December 2021 1,418 - - 1,418
Prospectus 148
33 Debts Issued and Other Borrowed Funds

2023 2022 2021
Long term loan from African Development
24,791 16,671 20,294
Bank (ADB) (see note 33.1)
European Investment Bank Luxembourg
- 640 1,813
(see note 33.2)
$400 Million Euro Bond issued (see note
382,422 178,242 339,165
33.4)
Local Bond issued (see note 33.5) 42,174 41,307 40,275
FCMB, Greenwich and Wema bank (see
22,389 - 22,024
note 33.6)
Development Bank of Nigeria (see note
20,285 15,268 20,099
33.7))
Bank One (see note 33.8) - - -
Rand Merchant Bank 48,810 - -
Afrexim (see note 33.3) 36,157 9,338 24,745
Total 577,028 261,466 468,415

Reconciliation of Borrowings during
2023 2022 2021
the period
At 1 January 261,466 468,415 260,971
Additions during the period 129,906 - 226,657
Accrued interest 10,747 25,796 10,910
Payment of interest (4,804) (28,625) (29,299)
Repayment of principal during the period (15,051) (213,379) (29,610)
Foreign exchange difference 194,764 9,259 28,777
At 31 December 577,028 261,466 468,406
33.1 The amount of N24,791.26 billion (31 Dec 2022: N16,670.68 billion) represents the amortized cost
balance in the on-lending facility of $50million granted to the Bank by ADB. The first tranche of
$40 million was disbursed July 27, 2019, while the second tranche of $10 million was disbursed
June 3, 2020, with both to mature February 1, 2026, and October 1, 2026 respectively at an
interest rate of Libor plus 4.5% per annum. Interest and principal is repaid semi-annually. The
borrowing is an unsecured borrowing.
33.2 The amount of N639.72 billion - 31 Dec 2022: represents the amortised cost balance in the on-
lending facility of $21.946 million granted to the Bank by European Investment Bank on 13 April
2015 to mature 2 March 2023 at an interest rate of Libor plus 3.99% per annum. Interest is repaid
quarterly, with principal repayment at maturity. The borrowing has been fully repaid
33.3 The amount of N36,157.76 billion, (31 Dec 2022: N9,337.63 billion) represents amortised cost
balance of $150 million borrowing from AFREXIM (under the repurchase agreement), with Fidelity
Bank pledging its USD denominated Eurobond and FGN, which the Bank has the right to buy at
a later date.
33.4 On 28 October 2021, $400 million 5-year 2026 Senior Notes at a 7.625 percent coupon was
issued. The proceed from the new issue is for general corporate purposes including supporting
the Bank's trade finance business. The amount of N302,651.90 billion represents the amortised
cost of the Issued Notes as at 31 December 2023; N178,124.86 billion represents the amortised
cost at the end of the financial year 2022 (December 31, 2022).
33.5 The amount of N42,174.32 billion (31 Dec 2022: N41,306.78billion) represents the amortized cost
of 10-Year N41.2 billion Subordinated Unsecured Series I Bonds issued at 8.5% p.a. in January
2021. The coupon is paid semi-annually. The proceeds from the Series I Bonds will support the
Bank’s SME and Retail Banking Businesses as well as its Information and Technology
Infrastructure””.
Prospectus 149
33.6 The amount of N48,810.52 billion of represent the Amortised cost the short-term liability with Rand
Merchant Bank. ($50m) as at 31 December 2023 at an Interest rate of 9.97% to mature March
2024.
33.7 The amount of N20,285.62 billion (31 Dec 2022: N15,267.71 billion) represents the amortised cost
of a N20 billions of wholesale borrowing from Development Bank of Nigeria, to mature 27th April
2024 at an interest rate of 10% per annum. Interest is paid semi-annually, with principal repayment
after 1 year moratorium period, effective 27th October 2022 to maturity. The borrowing is an
unsecured borrowing.
33.8 The amount of N22,388.83 billion represents the amortised cost of a $23 million wholesale
borrowing from Bank One Mauritius, to mature 27 March 2024 at an interest rate of 10.97% ($15m)
and 10.98% ($8m) per annum respectively. Interest is paid semi-annually, with principal
repayment at maturity. The borrowing is an unsecured borrowing.
33.9 Maturity Analysis is presented in Note 44.
34 Share Capital
2023 2022 2021
Authorised
32 billion ordinary shares of 50k each
16,000 16,000 16,000
(2022: 32 billion ordinary shares)
Issued and fully paid
32,000 million ordinary shares of 50k each
16,000 16,000 16,000
(31 December 2022: 32,000 million ordinary shares)
a) In compliance with the provisions of Section 124 of CAMA 2020, the bank issued 3,037,414,308
units of unissued shares by way of Private Placement after the end of the 2022 financial year to
bring the issued shares to 32,000,000,000 units of 50k shares
35 Other Equity Accounts

The nature and purpose of the other equity accounts are as follows:
Share Premium
Premiums from the issue of shares are reported in share premium.
Retained Earnings
Retained earnings comprise the undistributed profits from previous years and current period, which
have not been reclassified to the other reserves noted below.
Dividends
The following dividends were declared and paid by the Bank during the period

2023 2022 2021
Balance, beginning of period - - -
Final dividend declared 12,800 10,137 6,372
Interim dividend declared 8,000 2,896 -
Payment during the period (20,800) (13,033) (6,372)
Balance, end of period - - -
Statutory Reserve
Nigerian banking regulations require the Bank to make an annual appropriation to a statutory reserve.
As stipulated by S.15(1) of the Banks and Other Financial Institution Act of Nigeria, an appropriation of
30% of profit after tax is made if the statutory reserve is less than paid-up share capital and 15% of
profit after tax if the statutory reserve is greater than the paid-up share capital. The Bank made a
transfer of N14,975 million to statutory reserves during the period ended 31 December 2023 (31
December 2022: N7,009 million)
Prospectus 150
Small Scale Investment Reserve

The SMEEIS reserve is maintained to comply with the Central Bank of Nigeria (CBN) requirement that
all licensed banks set aside a portion of the profit after tax in a fund to be used to finance equity
investment in qualifying small and medium scale enterprises. Under the terms of the guideline
(amended by CBN letter dated 11 July 2006), the contribution was 10% of profit after tax for the first 5
(five) periods , and thereafter reduced to 5% of profit after tax.
Non-Distributable Regulatory Reserve

The amount at which the loan loss provision under IFRS is less than the loan loss provision under
prudential guideline is booked to a non-distributable regulatory risk reserve.
Fair Value Reserves

The fair value reserve includes the net cumulative change in the fair value of financial assets measured
at fair value through other comprehensive income until the investment is derecognised or impaired.
AGSMEIS Reserve
Agri-Business/Small and Medium Enterprises Investment Scheme (AGSMEIS); AGSMEIS fund is
maintained to support the Federal Government's effort at promoting Agricultural businesses and Small
and Medium Enterprises. Effective 2017 all Deposit Money Banks (DMBs) are required to set aside 5%
of their Profit After Tax for equity investment in permissible activities as stipulated in the scheme
guidelines. The fund is domiciled with CBN.
Though there is no longer mandatory transfers to this reserve under the earlier directives, all Nigerian
banks are now required to set aside an amount equal to 5% of their annual Profit After Tax (PAT)
towards the funding of equity investments, which qualify under the AGSMEIS Scheme. This is done
after the statutory external audit and Central Bank of Nigeria (CBN) approval.
Translation Reserves
The translation reserve comprises all foreign currency difference arising from the translation of the
financial statements of foreign operations. There were no effective portion of any foreign currency
differences arising from hedges of a net investment in a foreign operation.
Non-controlling Interest
Fidelity Bank acquired 100% holding of the United Kingdom component.
36 Related party transactions with Key Management Personnel

a. The related party transactions in respect of Entity controlled by Key Management Personnel have
been disclosed in compliance with Central Bank of Nigeria circular BSD/1/2004. A number of
banking transactions are entered into with related parties in the normal course of business. These
include loans, deposits, placements and off-balance sheet transactions. The volumes of related-
party transactions, outstanding balances at the year-end are disclosed below:
b. Subsidiaries
Transactions between Fidelity Bank of Nigeria Plc and its subsidiaries also meet the definition of
related party transactions. Where these are eliminated on consolidation, they are not disclosed in
the consolidated financial statements as there were none in the year.
c The Group’s key management personnel, and persons connected with them, are also considered
to be related parties for disclosure purposes. The definition of key management personnel includes
close members of family of key personnel and any entity over which key management personnel
exercises control. The key management personnel have been identified as the executive and non-
executive directors of the Group and other relevant senior management personnel. Close members
of family are those family members who may be expected to influence or be influenced by that
individual in their dealings with the Bank and its subsidiaries. There were no related party
transaction in the year
Prospectus 151
36.1 Deposits/ Interest Expense from Related Parties

Deposits at Interest expense Deposits at Interest expense
Entity Controlled by Key Nature
Related party 31 December 2023 31 December 2023 31 December 2022 31 December 2022
Management Personnel Relationship
N N N N
Cy Incorporated Nig Ltd (DSRA) Insider related Former Director 56,191 - 31,886 -
Equipment Solutions and Logistics
Insider related Former Director 55,061 - 63,942 -
Services Limited
The Genesis Restaurant Limited Insider related Former Director 94,152,427 - 4,146,727 -
John Holt Plc Insider related Former Director 11,288,719 - 356,686,651 -
Tenderville Ltd Insider related Former Director 362,675 - 359,030 -
Genesis Hub Limited Insider related Former Director 24,462,347 - 20,427,560 -
Genesis Deluxe Cinemas Insider related Former Director 1,874,612 301 3,526,896 301
Sub total 132,252,032 301 385,242,692 301
A-Z Petroleum Products Limited Insider related Current Director 1,357,832,373 492,784 77,322,045 -
Neconde Energy Limited Insider related Current Director 552,750,949 - 258,628,141 -
Dangote Industries Limited Insider related Current Director 71,782,429 - 927,721 -
Agric Int'l Tech and Trade Insider related Current Director 2,206,541 - 2,983,292 -
Mr. Mustafa Chike-Obi Insider related Current Director 67,754,782 - 52,331,219 -
Pastor Kings C. Akuma Insider related Current Director 17,758,943 8,883 44,816,681 -
Chief Charles Chidebe Umolu Insider related Former Director 103,468,311 11,911 14,830,659 -
Mr. Okeke Ezechukwu Michael Insider related Former Director 5,446,237 3,289 1,266,268 -
Alhaji Isa Inuwa Insider related Current Director 22,416,087 5,702,931 9,811,386 -
Mr. Alex Chinelo Ojukwu Insider related Former Director 72,181 9,336 263,304 -
Mr. Chidi Agbapu Insider related Current Director 5,840,004 2,403,177 40,679,192 -
Mr. Chinedu Okeke Insider related Current Director 7,216,279 35,126 49,268,305 4,242
Mr. Henry Obih Insider related Current Director 219,652,354 2,692,603 128,090,805 -
Mrs. Amaka Onwughalu Insider related Current Director 24,828,030 362,696 12,942,161 7,844
Chief Nelson C, Nweke Insider related Current Director 147,391,712 816 67,067,335 -
Mrs. Morohunke Bammeke Insider related Current Director 1,801,761 64,407 6,666,010 -
Sub total 2,608,218,975 11,787,959 767,894,524 12,086
Transactions with Key Management
Insider related 287,168,331 43,084,309 319,919,876 -
Personnel
TOTAL 3,027,639,339 54,872,569 1,473,057,092 12,387
` Prospectus 152
36.2 Loans and Advances/ Interest Income from Related parties
Loan amount Loan amount

Interest Income Interest Income
Entity Controlled by Key Outstanding Outstanding Collateral
Related party Dec 2023 Dec 2022 Facility Type Status
Management Personnel Dec 2023 Dec 2022 Status
N N
N N
Mrs. Onome Olaolu Finance Lease/
Cy Incorporated Nig Ltd 313,087,308 26,811,241.81 286,276,066 - Lost Perfected
(Former Director) Overdraft
Equipment Solutions And Term
Mr. Ik Mbagwu 767,029,435 - 767,029,435 - Lost Perfected
Logistics Services Ltd Loan/Overdraft
Ichie Nnaeto Term
The Genesis Restaurant Ltd - - 98,999,888 20,577,418 Performing Perfected
Orazulike Loan/Overdraft
Ichie Nnaeto Term
Genesis Deluxe Cinemas - - 154,281,689 19,193,045 Performing Perfected
Ichie Nnaeto Term
Genesis Hub Ltd - - 17,851,522 4,588,399 Performing Perfected
Ichie Nnaeto Term
Genesis Food Nigeria Ltd - - 647,987,746 58,981,475 Performing Perfected
Ichie Nnaeto Term
Genesis F&B Nigeria Limited - - 312,433,504 20,355,586 Performing Perfected
Ichie Nnaeto Term
Genesis Sojourner Ltd - - 1,031,204,957 73,555,912 Performing Perfected
Genesis Technical Company Ichie Nnaeto Term
- - 600,000,000 - Performing Perfected
Limited Orazulike Loan/Overdraft
Term
A-Z Petroleum Products Ltd Mr. Alex Ojukwu - - 2,575,466,736 413,584,415 Performing Perfected
Loan/Overdraft
Agric Int'l Tech and Trade Mr. Ernest Ebi 400,000,000 55,405,479.45 800,000,000 62,375,342 Term Loan Performing Perfected
Dangote Industries Ltd Mr. Ernest Ebi - - 47,463,109,162 4,194,290,480 Term Loan Performing Perfected
Dangote Fertilizer Ltd Mr. Ernest Ebi - - 1,017,518 1,494,738 Term Loan Performing Perfected
Dangote Oil Refining Company Term
Mr. Ernest Ebi - - 3,750,000,000 272,465,753 Performing Perfected
Ltd Loan/Overdraft
Dangote Cement Plc -Obajana
Mr. Ernest Ebi - - 29,504,809,611 2,514,033,399 Term Loan Performing Perfected
Plant
Dangote Sugar Refinery PLC Mr. Ernest Ebi - - 3,371,600,084 5,754,290 Term Loan Performing Perfected
SUB-TOTAL 1,480,116,743 82,216,721 91,382,067,918 7,661,250,252
Prospectus 153
Loan amount Loan amount

Interest Income Interest Income
Entity Controlled by Key Outstanding Outstanding Collateral
Related party Dec 2023 Dec 2022 Facility Type Status
Management Personnel Dec 2023 Dec 2022 Status
N N
N N
Related party Key management personnel
Term Loan/Credit
Onyeali-Ikpe Nnekachinwe Managing Director 104,343,868 3,835,705 137,108,499 4,337,829 Performing Perfected
Card
Term Loan/Credit
Hassan Imam Galadanchi Executive Director 79,660,508 3,069,792 98,126,107 4,475,974 Performing Perfected
Card
Term Loan/Credit
Kevin Chukwuma Ugwuoke Executive Director 65,744,966 2,914,160 101,348,758 3,880,819 Performing Perfected
Card
Term Loan/Credit
Kenneth Onyewuchi Opara Executive Director 80,415,584 4,363,839 109,037,100 4,543,507 Performing Perfected
Card
Pamela Iyabo Shodipo Executive Director 67,122,342 1,713,905 Term Loan Performing Perfected
Non-Executive
Kings Chukwu Akuma 1,746,787 210,974 684,284 316,003 Credit Card Performing Perfected
Director
Non Executive
Chidozie Bethram Agbapu 41,506 4,310 76,246,279 10,471,746 Overdraft Performing Perfected
Director
Ikemefuna A. Mbagwu Former Director 1,481,692 278,781 669,181 54,123 Credit Card Performing Perfected
Ichie Nnaeto Orazulike Former Director - - 9,956,970 1,667,467 Credit Card Performing Perfected
Chief Charles Chidebe Umolu Former Director 14,322 13,189 752,869 93,523 Credit Card Performing Perfected
Term Loan/Credit
Okonkwo Nnamdi John Former Director 100,080,026 2,655,773 85,583,727 3,588,980 Performing Perfected
Card
Odinkemelu Aku Former Director - 1,312,075 77,173,753 2,884,237 Term Loan Performing Perfected
Adegbolahan Simisola Joshua Former Director - - 97,714,286 3,810,575 Term Loan Performing Perfected
Obaro Alfred Odeghe Former Director 75,428,572 3,288,906 102,819,445 5,084,627 Term Loan Performing Perfected
Overdraft/Credit
Yahaya Umar Imam Former Director 29,401,024 6,437,947 29,213,405 4,671,755 Performing Perfected
Card
SUB-TOTAL 605,481,197 30,099,354 926,434,663 49,881,165
TOTAL 2,085,597,940 112,316,075 92,308,502,581 7,711,131,417
*A-Z Petroleum Limited, Dangote Group and Genesis group who were related parties as at 31 December 2022 exited the Related party relationship post 2022 financial year
in line with CBN requirement .
Prospectus 154
36.3 Bank Guarantees in Favour of Key Management Personnel
December 2023
NAME OF RELATED BANK
BENEFICIARY NAME RELATED ENTITY POSITION IN BANK AMOUNT (N)
DIRECTOR
NI NIL NIL NIL NIL
TOTAL NIL
December 2022
NAME OF RELATED BANK
BENEFICIARY NAME RELATED ENTITY POSITION IN BANK AMOUNT (N)
DIRECTOR
BOI GENESIS DELUXE CINEMAS ICHIE (DR.) NNAETO ORAZULIKE FORMER DIRECTOR 144,975,738
BOI GENESIS FOODS NIGERIA LIMITED ICHIE (DR.) NNAETO ORAZULIKE FORMER DIRECTOR 629,086,327
BOI GENESIS SOJOURNER LIMITED ICHIE (DR.) NNAETO ORAZULIKE FORMER DIRECTOR 1,004,374,482
OGUN STATE PROPERTY AND A-Z PETROLEUM PRODUCTS
MR. ALEX OJUKWU FORMER DIRECTOR 1,000,000,000
INVESTMENT COMPANY LIMITED LIMITED- OPERATIONAL ACCOUNT
TRUSTEES UNDER THE NOTE A-Z PETROLEUM PRODUCTS
MR. ALEX OJUKWU FORMER DIRECTOR 5,000,000,000
ISSUING PROGRAMME LIMITED- OPERATIONAL ACCOUNT
36.4 Key Management Compensation
Bank Bank
31 December 31 December
2023 2022
N'million N'million
Salaries and other short-term employee benefits
507 430
(Executive directors only)
Pension cost 30 16
Post-employment benefits paid- Gratuity - -
Post-employment benefits paid- Retirement - -
Other employment benefits paid 168 139
- -
705 585
36.5 Loan and Advances to Staff members
Prospectus 155
31 December 31 December
2023 2022
N'million N'million
At start of the period 6 12,019
Granted during the period 441 2,950
Repayment during the period 2,616 (3,192)
At end of the period 3,063 11,777
Loans to Staff members include mortgage loans and other personal loans. The loans are repayable from various repayment monthly cycles over the tenor and have an average
interest rate of 3.5%. Loans granted to staff are performing.
Prospectus 156
FIDELITY BANK’S BOARD AUTHORISATION OF THE OFFER
The resolution of the Board of Directors of Fidelity Bank recommending the Offer is as follows:
` Prospectus 157
FIDELITY BANK’S SHAREHOLDERS AUTHORISATION OF THE OFFER
The resolution of the Shareholders of Fidelity Bank authorising the Offer is as follows:
` Prospectus 158
FIDELITY BANK’S BOARD AUTHORISATION OF THE PRICE
The resolution of the Board of Directors of Fidelity Bank approving the Offer price is as follows:
` Prospectus 159
FIDELITY BANK’S BOARD AUTHORISATION OF THE PRICE
Prospectus 160
STATUTORY AND GENERAL INFORMATION
1. INCORPORATION AND SHARE CAPITAL HISTORY
Fidelity Bank PLC was incorporated on 19 November 1987, as a private limited liability company
in Nigeria. The bank obtained a merchant banking license on 31 December 1987 and commenced
banking operations on 03 June 1988. Fidelity Bank converted to a commercial bank on 16 July
1999 and re-registered as a public limited liability company on 10 August 1999. The Bank’s shares
were listed on the Daily Official List of the NGX on 17 May 2005. As at the date of this Prospectus,
Fidelity Banks’ Issued Share Capital was ₦16,000,000,000 comprising 32,000,000,000 ordinary
shares of 50 kobo each. The changes in the share capital of the Bank since inception are
summarized below:
Year Authorised (₦) Issued & Fully Paid-up (₦) Consideration

Increase Cumulative Increase Cumulative
1988 3,000,000 3,000,000 1,865,000 1,865,000 Cash
1989 9,000,000 12,000,000 5,822,000 7,687,000 Bonus / Cash
1990 3,000,000 15,000,000 1,153,050 8,840,050 Bonus / Cash
1991 25,000,000 40,000,000 4,959,950 13,800,000 Bonus / Cash
1992 20,000,000 60,000,000 13,800,000 27,600,000 Cash
1993 40,000,000 100,000,000 12,703,000 40,303,000 Bonus / Cash
1994 50,000,000 150,000,000 51,830,000 92,133,000 Bonus / Cash
1995 - 150,000,000 21,737,000 113,870,000 Bonus
1997 650,000,000 800,000,000 272,247,000 386,117,000 Bonus / Cash
1998 - 800,000,000 151,472,000 537,589,000 Bonus / Cash
2000 700,000,000 1,500,000,000 6,458,920 544,047,920 Cash
2001 500,000,000 2,000,000,000 272,023,960 816,071,880 Bonus
2002 - 2,000,000,000 36,501,911 852,573,791 Cash
2003 - 2,000,000,000 336,602,981 1,189,176,772 Cash
2004 - 2,000,000,000 344,554,220 1,533,730,992 Bonus / Cash
2004 4,000,000,000 6,000,000,000 519,088,134 2,052,819,126 Bonus
2005 2,000,000,000 8,000,000,000 2,222,101,272 4,274,920,398 Cash
2005 2,000,000,000 10,000,000,000 3,956,922,658 8,231,843,056 Merger / Cash
2007 2,500,000,000 12,500,000,000 249,449,790 8,481,292,846 Rights
2007 3,500,000,000 16,000,000,000 6,000,000,000 14,481,292,846 Public Offer
2023 - 16,000,000,000 1,518,707,154 16,000,000,000 Private
Placement
2. SHAREHOLDING STRUCTURE
As at the date of this Prospectus, the Bank’s issued share capital was ₦16,000,000,000 comprising
32,000,000,000 Ordinary Shares of 50 kobo each. The Bank’s shares are largely held by Nigerian
citizens and corporations with no shareholder holding 5% or more of the Bank’s issued share
capital.
3. DIRECTORS’ BENEFICIAL INTERESTS
The interests of the Directors in the issued share capital of the Bank as recorded in the Register of
Directors’ Interests or as notified by them for the purpose of sections 301 and 302 of CAMA as at
31 December 2023 are as follows:
S/N Directors Direct Indirect Total Total No. of

Shareholding Shareholding Shareholding Shareholding as
% of Issued
Share Capital
1 Mustafa Kemal Chike- 39,516,294 NIL 39,516,294 0.12
Obi
2 Nneka C. Onyeali-Ikpe 69,644,260 NIL 69,644,260 0.22
` Prospectus 161
S/N Directors Direct Indirect Total Total No. of

Shareholding Shareholding Shareholding Shareholding as
% of Issued
Share Capital
3 Stanley Chiedoziem 15,727,272 NIL 15,727,272 0.05
Amuchie
4 Kenneth Onyewuchi 32,192,832 NIL 32,192,832 0.10
Opara
5 Pamela Iyabo Shodipo 12,727,272 NIL 12,727,272 0.04
6 Abolore Solebo* NIL NIL NIL NIL
7 Kevin Onyekachi 39,123,921 NIL 39,123,921 0.12
Chukwuma Ugwuoke
8 Chidi B. Agbapu 1,724,276 NIL 1,724,276 0.01
9 Mrs. Morohunke NIL NIL NIL NIL
Adenike Bammeke
10 Alhaji Isa Mohammed NIL NIL NIL NIL
Inuwa
11 Nelson Chidozie Nweke 71,847,773 NIL 71,847,773 0.22
12 Engineer Henry NIL NIL NIL NIL
Ikemefuna Chukwuma
Obih
13 Chinedu Eric Okeke 1,040,000 NIL 1,040,000 0.003
14 Nwamaka Theodora 4,404,700 NIL 4,404,700 0.01
Onwughalu
*Appointed with effect from 02 February 2024.
4. SUBSIDIARIES AND ASSOCIATED COMPANIES
As at the date of this Prospectus, the Bank has only one subsidiary which is wholly owned by the
Bank.
Subsidiary Name Country % equity stake Address
FidBank UK
United Kingdom 100% 1 King's Arms Yard. London. EC2R 7AF
Limited
5. INDEBTEDNESS
As at 31 December 2023, the Bank had a total of ₦577 billion outstanding debts issued and
borrowed funds in the ordinary course of business, which includes:
Total amount
S/N Debts Issued and other borrowed funds
(₦’million)
1 Long term loan from African Development Bank (ADB) 24,791
2 $400 Million Euro Bond issued in 2021 382,422
3 41.2 billion Subordinated Unsecured Local Bond issued in 2021 42,174
4 Wholesale borrowing from Bank One, Mauritius 22,389
5 Short-term Liability from Rand Merchant Bank 48,810
6 Wholesale borrowing from the Development Bank of Nigeria 20,285
7 Borrowing from African Export-Import Bank 36,157
Total 577,028
Prospectus 162
6. PURPOSE OF OFFER AND USE OF PROCEEDS
Due to the advances in technology, the rapid evolution of the business of banking and changes in
the operating landscape, it is imperative that Fidelity Bank remains agile, adaptable, and properly
positioned to respond appropriately to developments, whilst remaining a competitive and forward-
looking institution. To ensure that the Bank is well positioned to navigate possible headwinds in the
economy and take advantage of emerging business opportunities, the Bank’s management team
seeks to undertake landmark projects and business initiatives that will redefine the Bank’s business
structure, diversify its earnings base and ultimately grow its market share in the real sector of the
economy. The Offer Proceeds will be applied towards the following initiatives:
• Investment in IT infrastructure: covers overall technology infrastructure upgrades and

investment in enhanced cyber security solutions, data analytics, and cloud solutions, etc.
• Business and regional expansion: includes the expansion of the business franchise across
the Retail, Small & Medium Enterprises, Commercial and Corporate segments of the Bank as
well as banking license opportunities in select African countries.
• Investment in product distribution channels: covers investments in POS machines, ATMs,

branch enhancement and construction, increased agency banking network and customized
technology for collaboration and partnership with financial technology players.
The net Offer proceeds estimated at ₦95,049,686,697.24 (after deducting the Offer costs of
₦2,450,313,302.76 representing 2.51% of the Offer) will be applied as shown below:
S/N Purpose % of net Time to
₦
proceeds completion
Investment in IT infrastructure
1 Investment in Cyber Security Capabilities 9,029,720,236.24 9.50% 48 months
2 Software licences & hardwares 7,603,974,935.78 8.00% 48 months
3 Additional investment network infrastructure 2,376,242,167.43 2.50% 48 months
Sub-Total 19,009,937,339.45 20.00%
Business and regional expansion

1 Lending to the Retail Business Segment 9,504,968,669.72 10.00% 48 months
2 Lending to the SME Segment 14,257,453,004.59 15.00% 48 months
Lending to the Corporate & Commercial 40,396,116,846.33 42.50% 48 months
3
Segment
4 Investment in regional expansion 2,376,242,167.43 2.50% 48 months
Sub-Total 66,534,780,688.07 70.00%
Investment in product distribution channels

1 Renovation of branches 6,653,478,068.81 7.00% 36 months
2 Investment in ATMs 950,496,866.97 1.00% 36 months
3 Investment in POSs 1,900,993,733.94 2.00% 36 months
Sub-Total 9,504,968,669.72 10.00%
Total 95,049,686,697.24 100.00%
Prospectus 163
7. COSTS AND EXPENSES
The costs, charges and expenses of and incidental to the Offer including fees payable to SEC and
the NGX, professional parties, brokerage, and printing and distribution expenses, are estimated at
about ₦2,450,313,302.76, representing 2.51% of the Offer proceeds and are payable by the Bank.
8. CLAIMS AND LITIGATION
The opinion of the Solicitors, Banwo & Ighodalo, in connection with the registration of the Offer, is
set out below:
“Fidelity Bank Plc (the “Bank”) is, in its ordinary course of its business, presently involved in Sixty-
Eight (68) cases as of 31 January 2024.
In the context of the contemplated Transaction, the Solicitors to the Transaction set a materiality
threshold of One Hundred Million Naira (₦100,000,000.00) with regards to monetary claims in
cases involving the Bank. Of the Sixty-Eight (68) cases in the Schedule, the Solicitors to the
Transaction identified Twenty-Four (24) case files maintained in the Bank (comprising copies of
processes filed in court) within and above the Materiality Threshold.
Of the said Twenty-Four (24) cases within and above the Materiality Threshold, the Bank is
Claimant in Four (4) cases. In One (1) of the said Four (4) cases, the Bank is a Defendant to
Counterclaim. The Bank is Defendant in Seventeen (17) cases instituted against it by various
individuals and organizations. Of the said Seventeen (17) cases, the Bank is a Counter-Claimant
in Five (5) cases. In addition, the Bank is Appellant in Three (3) cases in which judgment has been
delivered against it.
The Solicitors to the Transaction observe that the Seventeen (17) cases instituted against the Bank
by various individuals and organizations within and above the Materiality Threshold, represent
approximately 82% of the total value of monetary claims against the Bank.
The total value of the monetary claims against the Bank in the Seventeen (17) cases instituted
against it, including the one (1) case where it is a Defendant to Counterclaim, is approximately
₦9,583,293,101.90 (Nine Billion, Five Hundred and Eighty-Three Million, Two Hundred and Ninety-
Three Thousand, One Hundred and One Naira, Ninety Kobo); and €19,094.18 (Nineteen
Thousand, Ninety-Four Euros, Eighteen Cents) while the amount claimed by the Bank in the Four
(4) cases instituted by it including the Five (5) cases in which it is a Counter-Claimant is
approximately ₦3,418,560,033.93 (Three Billion, Four Hundred and Eighteen Million, Five Hundred
and Sixty Thousand, Thirty-Three Naira, Ninety-Three Kobo). The amount referred to herein does
not include interest and costs, which can only be ascertained after final resolution of the cases.
Ultimately, the Bank’s actual liability in these cases, including final awards for costs, will be as
determined by the courts upon conclusion of the relevant suits.
The total monetary sum in the Three (3) cases in which judgment was delivered against the Bank
is ₦150,000,000.00 (One Hundred and Fifty Million Naira) and USD$633,750 (Six Hundred and
Thirty-Three Thousand, Seven Hundred and Fifty United States Dollars) excluding interests, which
may accumulate on the judgment sum until same is finally liquidated.
The Solicitors to the Transaction are of the opinion that majority of the claims instituted against the
Bank are exaggerated, frivolous, and speculative. Most of these cases involve claims by loan
defaulters who instituted the suits as pre-emptive actions to delay the Bank’s recovery efforts in
respect of their outstanding obligations under various loan facilities.
Therefore, the Solicitors to the Transaction are of the view that the contingent liability that may
arise from the cases involving the Bank where same are competently and diligently defended, is
not likely to have a material adverse effect on the Bank or the Transaction.
Save for the foregoing, the Solicitors to the Transaction are not aware of any claim or litigation
pending or threatened against the Bank which (i) materially or adversely affects the Bank’s ability
to fulfill its obligations under the Transaction; and/or; (ii) affects the validity of the proposed
Transaction or restricts the proceedings or actions of the Bank with respect to the Transaction.”
Prospectus 164
9. MATERIAL CONTRACTS
The following agreements have been entered into and is considered material to this Offer:
− A Vending Agreement dated Wednesday, 05 June 2024 under the terms of which the Issuing
Houses have agreed, on behalf of the Bank, to offer by way of an Offer for Subscription of
10,000,000,000 ordinary shares of 50 kobo at ₦9.75 per share and a Rights Issue of
3,200,000,000 ordinary shares of 50 kobo each at ₦9.25 per share.
− Vending Agreement dated 07 January 2021 between the Issuer and Issuing Houses named in
the annexure thereto, in relation to the ₦41,213,000,000 Series 1 Bonds issued under a
N100,000,000,000 bond issuance programme established by the Issuer;
− Programme Trust Deed dated 04 May 2020 between the Issuer and FBNQuest Trustee Limited
entered into in relation to a ₦100,000,000,000 bond issuance programme established by the
Issuer;
− Series 1 Trust Deed dated 07 January 2021 between the Issuer, ARM Trustees Limited,
FBNQuest Trustees Limited, Stanbic IBTC Trustees Limited, United Capital Trustees in
connection with the ₦41,213,000,000 10 Year 8.5% Subordinated Unsecured Fixed Rate Series
1 Bonds Due 2031 issued under the Issuer’s ₦100,000,000,000 debt issuance programme; and
− Trust Deed dated 28 October 2021 between the Issuer and CitiBank N.A, London Branch
constituting the US$400,000,000 7.625% Notes due 2026.
Other than as stated above, the Bank has not entered into any material contract except in the
ordinary course of business.
10. OFF BALANCE SHEET ITEMS
As at 31 December 2023, the Bank had two (2) off balance sheet items summing up ₦1.14 trillion
as detailed below:
S/N Purpose
₦’billion
1 Performance Bonds and Guarantees 730.78

2 Letters of Credit 413.36
Total 1,144.14
11. UNCLAIMED DIVIDENDS
The total amount of unclaimed dividends as at 31 December 2023 summed up to

₦8,105,038,841.44. This amount is made up of ₦6,095,661,628.42 which is invested in Treasury
Bills, ₦2,009,278,783.68 which is held in custody of First Registrars and Investor Services Limited
and a balance of ₦98,429.34 held in cash with Fidelity Bank.
12. UNPAID DIVIDENDS
As at the date of this Prospectus, the Bank had no unpaid dividends.
13. RESEARCH AND DEVELOPMENT
The Bank has and will continue to explore ways of improving efficiency in its business, enhancing
quality and increasing the returns attributable to shareholders. However, the Bank did not expend
any amount on research and development in the last three years.
14. MERGERS AND TAKEOVERS
As at the date of this Prospectus, Fidelity Bank is not aware of any attempt by any other investor
to acquire a majority shareholding in the Bank or by the Bank of any other entity.
Prospectus 165
15. RELATIONSHIP BETWEEN THE BANK AND ITS ADVISERS
As at the date of this Prospectus, there is no relationship between the Bank and its advisers except
in the ordinary course of business.
Prospectus 166
16. RELATED PARTY TRANSACTIONS
The Bank has entered into certain transactions in respect of entities controlled by key management personnel. These related party transactions as at 31 December 2023
are disclosed as follows:
a. Deposits / interest expenses from related parties
Entity controlled by key Nature of Deposits at 31 December Interest expense 31 Deposits at 31 Interest expense 31
management personnel Related party relationship 2023 (₦) December 2023 (₦) December 2022 (₦) December 2022 (₦)
Cy Incorporated Nig Ltd (DSRA) Insider related Former Director 56,191 - 31,886 -
Equipment Solutions And Logistics
Services Ltd Insider related Former Director 55,061 - 63,942 -
The Genesis Restaurant Ltd Insider related Former Director 94,152,427 - 4,146,727 -
John Holt PLC Insider related Former Director 11,288,719 356,686,651 -
Tenderville Limited Insider related Former Director 362,675 359,030 -
Genesis Hub Limited Insider related Former Director 24,462,347 20,427,560 -
Genesis Deluxe Cinemas Insider related Former Director 1,874,612 301 3,526,896 301
Sub total 132,252,032 301 385,242,692 301
A-Z Petroleum Products Ltd Insider related Current Director 1,357,832,373 492,784 77,322,045 -
Neconde Energy Limited Insider related Current Director 552,750,949 - 258,628,141 -
Dangote Industries Limited Insider related Current Director 71,782,429 - 927,721 -
Agric Int'l Tech and Trade Insider related Current Director 2,206,541 - 2,983,292 -
Mr. Mustafa Chike-Obi Insider related Current Director 67,754,782 - 52,331,219 -
Pastor Kings C. Akuma Insider related Former Director 17,758,943 8,883 44,816,681 -
Chief Charles Chidebe Umolu Insider related Former Director 103,468,311 11,911 14,830,659 -
Mr. Okeke Ezechukwu Michael Insider related Former Director 5,446,237 3,289 1,266,268 -
Alhaji Isa Mohammed Inuwa Insider related Current Director 22,416,087 5,702,931 9,811,386 -
Mr. Alex Chinelo Ojukwu Insider related Former Directors 72,181 9,336 263,304 -
Mr. Chidi Agbapu Insider related Current Director 5,840,004 2,403,177 40,679,192 -
Mr. Chinedu Eric Okeke Insider related Current Director 7,216,279 35,126 49,268,305 4,242
Engineer Henry Ikemefuna
Chukwuma Obih Insider related Current Director 219,652,354 2,692,603 128,090,805 -
Mrs. Nwamaka Theodora
Onwughalu Insider related Current Director 24,828,030 362,696 12,942,161 7,844
Chief Nelson Chidozie. Nweke Insider related Current Director 147,391,712 816 67,067,335 -
Mrs. Morohunke Adenike Bammeke Insider related Current Director 1,801,761 64,407 6,666,010 -
Sub-total 2,608,218,975 11,787,959 767,894,524 12,086
Transactions with key management
Insider related 287,168,331 43,084,309 319,919,876
personnel -
Total 3,027,639,339 54,872,569 1,473,057,092 12,387
` Prospectus 167
b. Loans and Advances/Interest Income from Related Parties
Interest Loan amount Interest

Entity controlled by Loan amount
income outstanding income Collateral
key management Related party outstanding Facility type Status
December December December status
personnel December 2023
2023 2022 2022
Cy Incorporated Nig Ltd Mrs. Onome Olaolu 313,087,308 26,811,241.81 286,276,066 - Finance Lease/Overdraft Lost Perfected
Equipment Solutions
And Logistics Services
Ltd Mr. IK Mbagwu 767,029,435 - 767,029,435 - Term Loan/Overdraft Lost Perfected
Blancote Oil & Gas Ltd Ichie Nnaeto Orazulike - - - - Term Loan/Overdraft Performing Perfected
The Genesis Restaurant
Ltd Ichie Nnaeto Orazulike - - 98,999,888 20,577,418 Term Loan/Overdraft Performing Perfected
Genesis Deluxe
Cinemas Ichie Nnaeto Orazulike - - 154,281,689 19,193,045 Term Loan/Overdraft Performing Perfected
Genesis Hub Ltd Ichie Nnaeto Orazulike - - 17,851,522 4,588,399 Term Loan/Overdraft Performing Perfected
Genesis Food Nigeria
Ltd Ichie Nnaeto Orazulike - - 647,987,746 58,981,475 Term Loan/Overdraft Performing Perfected
Genesis F&B Nigeria Ltd Ichie Nnaeto Orazulike - - 312,433,504 20,355,586 Term Loan/Overdraft Performing Perfected
Genesis Sojourner Ltd Ichie Nnaeto Orazulike - - 1,031,204,957 73,555,912 Term Loan/Overdraft Performing Perfected
Genesis Technical
Ichie Nnaeto Orazulike
Company Ltd - - 600,000,000 - Term Loan/Overdraft Performing Perfected
Stanchions Nigeria Ltd Ichie Nnaeto Orazulike - - - - Term Loan/Overdraft Performing Perfected
A-Z Petroleum Products
Ltd Mr. Alex Ojukwu - - 2,575,466,736 413,584,415 Term Loan/Overdraft Performing Perfected
Agric Int'l Tech and
Trade Mr. Ernest Ebi 400,000,000 55,405,479.45 800,000,000 62,375,342 Term Loan Performing Perfected
Dangote Industries Ltd Mr. Ernest Ebi - - 47,463,109,162 4,194,290,480 Term Loan Performing Perfected
Dangote Fertilizer Ltd Mr. Ernest Ebi - - 1,017,518 1,494,738 Term Loan Performing Perfected
Dangote Oil Refining
Company Mr. Ernest Ebi - - 3,750,000,000 272,465,753 Term Loan/Overdraft Performing Perfected
Dangote Cement PLC -
Obajana Mr. Ernest Ebi - - 29,504,809,611 2,514,033,399 Term Loan Performing Perfected
Dangote Sugar Refinery
PLC Mr. Ernest Ebi - - 3,371,600,084 5,754,290 Term Loan Performing Perfected
Sub-Total 1,480,116,743 82,216,721 91,382,067,918 7,661,250,252
Prospectus 168
c. Loans and Advances/Interest Income from Related Parties (cont’d)
Loan amount Interest Loan amount Interest

Key management outstanding income outstanding income Collateral
Related party Facility type Status
personnel December December December December status
2023 2023 2022 2022
Onyeali-Ikpe
Nnekachinwe Managing Director 104,343,868 3,835,705 137,108,499 4,337,829 Term Loan/Credit Card Performing Perfected
Hassan Imam
Galadanchi Executive Director 79,660,508 3,069,792 98,126,107 4,475,974 Term Loan/Credit Card Performing Perfected
Kevin Onyekachi
Chukwuma Ugwuoke Executive Director 65,744,966 2,914,160 101,348,758 3,880,819 Term Loan/Credit Card Performing Perfected
Kenneth Onyewuchi
Opara Executive Director 80,415,584 4,363,839 109,037,100 4,543,507 Term Loan/Credit Card Performing Perfected
Pamela Iyabo Shodipo Executive Director 67,122,342 1,713,905 - - Term Loan Performing Perfected
Kings Chukwu Akuma Non-Executive Director 1,746,787 210,974 684,284 316,003 Credit Card Performing Perfected
Chidozie Bethram
Agbapu Non-Executive Director 41,506 4,310 76,246,279 10,471,746 Overdraft Performing Perfected
Ikemefuna A. Mbagwu Former Director 1,481,692 278,781 669,181 54,123 Credit Card Performing Perfected
Ichie Nnaeto Orazulike Former Director - - 9,956,970 1,667,467 Credit Card Performing Perfected
Chief Charles Chidebe
Umo Former Director 14,322 13,189 752,869 93,523 Credit Card Performing Perfected
Okonkwo Nnamdi John Former Director 100,080,026 2,655,773 85,583,727 3,588,980 Term Loan/Credit Card Performing Perfected
Odinkemelu Aku Former Director - 1,312,075 77,173,753 2,884,237 Term Loan Performing Perfected
Adegbolahan Simisola
Joshu Former Director - - 97,714,286 3,810,575 Term Loan Performing Perfected
Obaro Alfred Odeghe Former Director 75,428,572 3,288,906 102,819,445 5,084,627 Term Loan Performing Perfected
Yahaya Umar Imam Former Director 29,401,024 6,437,947 29,213,405 4,671,755 Overdraft/Credit Card Performing Perfected
Sub-Total 605,481,197 30,099,354 926,434,663 49,881,165
Total 2,085,597,940 112,316,075 92,308,502,581 7,711,131,417
A-Z Petroleum Limited, Dangote Group and Genesis group who were related parties as at 31 December 2022 exited the Related party relationship post 2022 financial year in line with CBN requirement
Prospectus 169
d. Bank Guarantees in Favour of Key Management Personnel
December 2023
Name of related Bank

Beneficiary name Related entity Position in Bank Amount (₦)
Director
Nil Nil Nil Nil Nil
December 2022
Name of related Bank

Beneficiary name Related entity Position in Bank Amount (₦)
Director
BOI Genesis Deluxe Cinemas Ichie (Dr.) Nnaeto Orazulike Former Director 144,975,738.00
BOI Genesis Foods Nigeria Ltd Ichie (Dr.) Nnaeto Orazulike Former Director 629,086,327.00
BOI Genesis Sojourner Ltd Ichie (Dr.) Nnaeto Orazulike Former Director 1,004,374,482.00
Ogun State Property and Investment A-Z Petroleum Products Ltd
Mr. Alex Ojukwu Former Director 1,000,000,000.00
Company Ltd Operational
Trustees Under the Note Issuing A-Z Petroleum Products Ltd
Mr. Alex Ojukwu Former Director 5,000,000,000.00
Programme Operational
Total 7,778,436,547
e. Key Management Compensation
₦'million 31 December 2023 31 December 2022

Salaries and other short-term employee benefits (Executive Directors only) 507 430
Pension cost 30 16
Post-employment benefits paid - Gratuity - -
Post-employment benefits paid- Retirement - -
Other employment benefits paid 168 139
Total 705 585
Prospectus 170
f. Loans and Advances to Staff members
₦'million 31 December 2023 31 December 2022

At start of the period 6 12,019
Granted during the period 441 2,950
Repayment during the period 2616 (3,192)
At the end of the period 3,063 11,777
Loans to Staff members include mortgage loans and other personal loans. The loans are repayable from various repayment monthly cycles over the tenor and have an
average interest rate of 3.5%. Loans granted to staff are performing.
Prospectus 171
17. EXTRACTS FROM THE MEMORANDUM AND ARTICLES OF ASSOCIATION
A. Memorandum of Association
The Objects for which the Company was established are, amongst others:
(a) To carry on in Nigeria and elsewhere the business of commercial banking in all its branches
and departments including the borrowing, raising or taking up money, lending or advancing
money, securities on property, the discounting, buying, selling and dealing on bills of exchange,
promissory notes, coupons, drafts, bills of lading, warrants, debentures, certificates, scrips,
and other instruments and securities, whether transferable or negotiable or not; the granting
and issuing of letters of credit and circular notes; the buying and selling and dealing in specie;
the acquiring, holding, issuing on commission, underwriting and dealing in stock, funds, shares,
debentures, debenture stock, bonds, obligations, securities and investments of all kinds, the
negotiating of loans and advances, the receiving of money and valuables on deposit, or for
safe custody or otherwise, the collecting and transmission of money and securities subject
always to the provisions of the Banks and other Financial Institutions Act, 1991 (and any
amendments thereto) and in particular section 20; the managing of property and trans
decreeing of all kinds of agency business commonly transacted by bankers; promoting,
financing, reconstructing and managing industrial and commercial undertakings, or generally
to carry on and undertake any business transaction or operations commonly carried on or
undertaken by bankers, capitalists, financiers, promoters, dealers in stocks, shares and
securities, concessionaires, merchants and any other trade or business whatsoever which
can, subject to the provisions of the said Section 20 and all other provisions of the said Banks
and Other Financial Institutions Act, and in the opinion of the Directors, be advantageously
carried on by the Company in connection with or as ancillary to the general business of the
Company or is calculated directly or indirectly to enhance the value of or render profitable any
of the Company’s property or assets.
(b) To distribute among the Members of the Company in kind any property of the Company, and
in particular any shares, debentures or securities of other companies belonging to this
Company or of which this Company may have the power of disposing.
(c) To take or concur in taking all such steps and proceedings as may seem best calculated to
uphold and support the credit of the Company, and to obtain and justify public confidence, and
to avert or minimise financial disturbances which might affect the Company.
(d) To perform any banking transaction or banking business which are allowed by the banking and
monetary laws and regulations in force in Nigeria.
B. Articles of Association
Share Capital Preferential and Other Special Rights
(6) Any Share in the Company may be issued with such preferred, deferred or other special
rights or such restrictions, whether in regard to dividend, voting, return of capital or
otherwise, as the Company may from time to time by Special Resolution determine,
provided that the special rights previously attached to any shares or class shares shall not
be varied otherwise than pursuant to Article 8.
Shares
(10) The Directors shall, as regards any offer or allotment of shares, comply with such of the
provisions of the statutes as may be applicable thereto and in particular shall comply with
the statutes as to the minimum subscription on which the company may proceed to
allotment of its share.
(11) The Company may exercise the powers of paying commissions conferred by Section 131
of the Act provided that the rate percent or the amount of the commission paid or agreed
to be paid shall be disclosed in the manner required by the said Section and that the
commission shall not exceed the rate of 10 percent, of the price at which the shares in
` Prospectus
172
respect whereof the same is paid are issued, or an amount equal to 10 percent, of such
price, as the case may be. The Company may also on any issue of shares pay such
brokerage as may be lawful.
(12) If any shares of the Company are issued for the purpose of raising money to defray the
expenses of the construction of any works or building or the provision of any plant which
cannot be made profitable for a lengthened period, the Company may subject to the
conditions and restrictions mentioned in Section 113 of the Act, pay interest on so much
of such share capital as is for the time being paid up and may charge the same to capital
as part of the cost of construction of any works or buildings or the provision of plant.
Transfer and Allotment of Shares
(26) Forms of Shares
i. Subject to the provisions of the Act, any member may transfer all or any of his shares
by instrument in writing, in the usual form or any form which the Directors may
approve and unless and until otherwise provided by statute such transfer shall be
signed by or on behalf of the transferor and transferee.
ii. The instrument of transfer of any share shall be executed by or on behalf of the
transferor and transferee, and the transferor shall be deemed to remain a holder of
the shares until the name of the transferee is entered in the register of Members in
respect thereof. No transfer, including a transfer by operation of law, such as upon
the death or insolvency of a Member shall be effective or recognized by the
Company as effective unless the transferee is entered in the Register of Members
in respect of the transfer.
iii. All authorities to sign instruments of transfer granted by members for the purpose of
transferring shares which may be lodged, produced or exhibited with or to the
Company at its proper offices shall as between the Company and the Grantor of
such authorities be taken and deemed to continue and remain in full force and effect,
and the Company may allow the same to be acted upon till such time as express
notice in writing of the revocation of the same shall have been given and lodged at
each of the Company’s office at which the authority was lodged, produced or
exhibited. Even after the giving and lodging of such notice, the Company shall be
entitled to give effect to any instrument signed under the authority to sign which is
certified by an officer of the Company as being in order before the giving and lodging
of such notice. The Company shall not be bound to allow the exercise of any act or
matter by an agent for a Member unless a duly certified copy of such agent’s
authority be deposited with the Company.
(27) The Directors may, in their absolute discretion and without assigning any reason, decline
to register the transfer of a share which is not a fully paid share, and they may also decline
to register the transfer of a share on which the Company has a lien.
(28) The Directors may also decline to recognise any instrument of transfer unless:
i. the instrument of transfer is accompanied by the certificate of the shares to which it

relates, and such other evidence as the Director may reasonably require to show the
right of the transferor to make the transfer; and
ii. the instrument of transfer is in respect of only one class of share.
(29) If the Directors refuse to register a transfer they shall, within two months after the date on
which the transfer was lodged with the Company, send to the transferee notice of the
refusal.
(30) All instruments of transfer which shall be registered may be retained by the Company.
Any instrument of transfer which the Directors may decline to register shall be returned to
the transferee, unless the Directors suspect fraud.
Prospectus 173
(31) The Directors shall have power on giving seven days’ notice by advertisement as required
by Section 89 of the Act to close the transfer books of the Company for such period or
periods of time not exceeding on the whole thirty days in each year.
General Meeting
(65) At any General meeting, a resolution put to the vote of the meeting shall be decided on a
show of hands unless before or on the declaration of the result of show of hands, a poll
is demanded:
i. by the Chairman of the Meeting; or
ii. by at least five Members entitled to vote at such meeting present in person or by
proxy; or
iii. by one or more Members entitled to vote at such meeting present in person or by
proxy and representing not less than one-tenth of the total voting rights of all
Members having the right to vote at the meeting; or
iv. by one or more Members entitled to vote at such meeting present in person or by a
proxy holding shares in the Company conferring a right to vote at the meeting, being
shares on which an aggregate sum has been paid up equal to not less than one-
tenth of the total sum paid up on all shares conferring that right.
A demand for poll may be withdrawn. Unless a poll be so demanded, a declaration by the
Chairman of the meeting that a resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost or not carried by a particular majority, and
an entry to that effect in the book containing the minutes of the proceedings of the
Company, shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of, or against, the resolution.
Votes of Members
(68) :
i. Subject to any special rights or restriction attached to any class shares and to the
provisions of the next succeeding Articles, on a show of hands every Member
present in person or by proxy shall have one vote. In the event of a poll one share
of the Company shall carry one vote.
ii. On a show of hands, a declaration by the Chairman that a resolution has been
carried or carried unanimously or by a particular majority or lost shall be conclusive
evidence of the fact without proof of the number or proportion of the votes recorded
in favour of or against the resolution.
iii. At any General Meeting any vote (other than a special resolution which shall require
a 75% vote a Members present and entitled to vote) shall be passed by a simple
majority of votes of Members present and entitled to vote except on a demand for
a poll for which 75% of the votes of Members present and entitled to vote will be
required.
(69) No Member shall be entitled to vote at any General Meeting unless all calls or other sums
presently payable by him in respect of shares of the Company have been paid; provided
that if there is a poll such Members shall be entitled to vote only to the extent of his paid-
up shares.
Dividends and Reserves
(116) The Company in General Meeting may declare dividends, but no dividends shall exceed
the amount recommended by the Directors.
Prospectus 174
(117) The Directors may from time to time pay the members such interim dividends as appears
to the Directors to be justified by the profits of the Company and provided that the
Directors act bona fide they shall not incur any responsibility to the holders of any shares
conferring a preference which may at any time be issued or any damage they may suffer
by reason of the payment of an interim dividend on any shares ranking after such
preference shares. A resolution of the Directors declaring any interim dividend shall
(once announced) be irrevocable and have the same effect in all respects as if such
dividend had been declared upon the recommendation of the Directors by an ordinary
resolution of the Company. The interim Dividend may only be paid by the Directors out
of the profits of the period in respect of which the dividends are to be paid.
18. OVERVIEW OF CORPORATE GOVERNANCE
Introduction
The Board of Directors is committed to ensuring sustainable long-term success for the Bank and
is mindful that best practice in corporate governance is essential for ensuring accountability,
fairness and transparency in a company’s relationship with all its stakeholders. The Bank’s Shared
Values of Customer First, Respect, Excellence, Shared Ambition and Tenacity (CREST) continue
to be the guiding principles, which we believe are necessary to sustain the growth of the business
and our relationship with stakeholders, while keeping faith with our vision to be “No. 1 in every
market we serve and for every branded product we offer”. The Bank has successfully completed
the Corporate Governance Rating System (“CGRS”) assessment of the NGX and is CGRS rated.
Corporate Governance Framework
Fidelity Bank has a structured corporate governance framework, which supports the Board’s
objective of achieving sustainable value. This is reinforced by the right culture, values and actions
at the Board and Management level and throughout the entire organization. The Board of Directors
is the principal driver of corporate governance and has overall responsibility for ensuring that the
tenets of good corporate governance are adhered to in the management of the Bank. In the Bank’s
bid to achieve long-term shareholder value, we constantly strive to maintain the highest standards
of corporate governance, which is the foundation on which we manage risk and build the trust of
our stakeholders. The Bank’s governance framework is designed to ensure on-going compliance
with its internal policies, applicable laws and regulations as well as the corporate governance
codes. These include the FRCN’s Code of Corporate Governance (the “NCCG Code”), the CBN
Code of Corporate Governance for Banks and Discount Houses in Nigeria (the “CBN Code”), the
SEC’s Code of Corporate Governance (the “SEC Code”), the Post-Listing Requirements and Rules
issued from time to time by the NGX.
The Bank undertakes frequent internal assessment of its level of compliance with the Codes / Rules
and submits periodic compliance reports to the CBN, SEC, NGX, FRCN and the NDIC. The Codes
and Rules are quite detailed and cover a wide range of issues, including board and management,
shareholders, rights of stakeholders, disclosure requirements, risk management, organizational
structure, quality of board membership, board performance appraisal, reporting relationship, ethics
and professionalism, conflict of interest, sustainability, whistleblowing, code of ethics, complaints
management processes and the role of auditors. The Codes, in addition to the Bank’s
Memorandum and Articles of Association, Board, Board Committees and Management Committee
Charters, collectively constitute the bedrock of the Bank’s corporate governance framework.
The Bank’s governance structure is hinged on its internal governance framework, which is
executed through the following principal organs:
a. Board of Directors;
b. Board Committees;
c. Statutory Audit Committee;
d. General Meetings; and
e. Management Committees.
Prospectus 175
a. Board of Directors
Board Size
As at 31 December 2023, the Board comprised of fourteen (14) Directors, six (6) Executive
Directors, including the Managing Director / Chief Executive Officer (MD / CEO) and eight (8)
Non-Executive Directors, of which three (3) are Independent Non-Executive Directors. The
Independent Non-Executive Directors do not hold any shares in the Bank, nor are they involved
in any business relationship with the Bank. All Board appointments are in line with the Bank’s
Directors Selection Criteria Policy, applicable regulations and are subject to the approval of the
Central Bank.
Board Structure and Responsibilities
The Board is responsible for creating and delivering sustainable value to all stakeholders
through efficient management of the business. The Board is also responsible for determining
the strategic direction of the Bank, which is implemented through the Executive Management,
within a framework of rewards, incentives, and controls. The Executive Management, led by
the MD / CEO, constitutes the key management organ of the Bank and is primarily responsible
for achieving performance expectations and increasing shareholder value. The Executive
Management reports regularly to the Board on issues relating to the growth and development
of the Bank. The Board plays a major supportive and complementary role in ensuring that the
Bank is well managed and that appropriate controls are in place and fully operational.
The Board is accountable to the Bank’s stakeholders and continues to play a key role in
governance. It is the responsibility of the Board of Directors to approve the Bank’s
organizational strategy, develop directional policy, appoint, supervise and remunerate senior
executives and ensure accountability of the Bank to its owners, stakeholders and the regulatory
authorities. The Board is also responsible for providing stable and effective leadership for the
Bank, to facilitate achievement of its corporate operating objectives. Responsibility for the day-
to-day management of the Bank resides with the MD / CEO, who carries out her functions in
accordance with guidelines approved by the Board of Directors. The MD / CEO is ably assisted
by the five (5) Executive Directors. In line with best practice and requisite regulations, the roles
of the Chairman of the Board and MD / CEO are assumed by different individuals to ensure
that the right balance of power and authority is maintained.
The effectiveness of the Board is derived from the broad range of skills and competencies of
the Directors, who are persons of high integrity and seasoned professionals and are
competent, knowledgeable and proficient in their professional careers, businesses and/or
vocations. The Directors bring to the Board their diverse experience in several fields ranging
from business, corporate finance, accounting, management, banking operations, oil & gas, risk
management, engineering, project finance, leasing, law, and treasury management. The
professional background of the Directors reflects a balanced mix of skills, experience and
competencies that impacts positively on the Board’s activities. No individual dominates the
decision-making process.
The Board operates effectively throughout the year and continues to do so. The Board has a
formal Charter which guides its activities. The Charter is premised on leading practice as well
as the provisions of the CBN, FRCN and SEC Governance Codes and other applicable
regulations. The Directors are members of the Institute of Directors of Nigeria and the Bank
Directors Association of Nigeria, two non-profit organizations dedicated to promoting good
corporate governance and high ethical standards for Nigerian Companies / Banks.
Board Meetings
To ensure its effectiveness throughout the year, the Board develops an annual agenda cycle,
annual goals and calendar of Board activities at the beginning of each year. These not only
focus on the activities of the Board, but also establish benchmarks against which its
performance can be evaluated at the end of the year. While a detailed forward agenda is
available, it is periodically updated to reflect contemporary issues that could arise, which may
Prospectus 176
be of interest to the Bank, the financial services industry or national / global economies. The
Board meets quarterly or as the need arises.
b. Board Committees
The responsibilities of the Board are also accomplished through six (6) standing committees,
which work closely with the Board to achieve the Bank’s strategic objectives. To enable the
committees execute their oversight responsibilities, each committee has a formal Charter,
which defines its objectives and operating structure including composition, functions, and
scope of authority. At the beginning of the year, each committee develops its annual agenda
cycle, annual goals, and meeting calendar, to guide its activities during the year. Complex and
specialized matters are effectively dealt with through the committees, which also make
recommendations to the Board on various matters. The committees present yearly reports to
the Board on the issues considered by them. The Board committees as at 31 December 2023
are as follows:
i. Board Credit Committee;

ii. Board Risk Committee;
iii. Board Audit Committee;
iv. Board Corporate Governance Committee;
v. Board Finance and General-Purpose Committee; and
vi. Board Information Technology Committee.
i. Board Credit Committee
This committee functions as a standing committee of the Board with responsibility for
Credit Management. The primary purpose of the committee is to advise the Board on its
oversight responsibilities in relation to the Bank’s credit exposures and lending practices.
The committee meets monthly or as the need arises. The composition of the committee
is as follows:
S/N Directors Role

1 Mr. Chidi B. Agbapu Non-Executive Director (Chairman)
2 Alhaji Isa Mohammed Inuwa Independent Non-Executive Director
3 Engineer Henry Ikemefuna Independent Non-Executive Director
Chukwuma Obih
4 Mrs. Nwamaka Theodora Non-Executive Director
Onwughalu
5 Mr. Chinedu Eric Okeke Non-Executive Director
6 Mrs. Nneka Onyeali-Ikpe Managing Director / CEO
The terms of reference of the Board Credit Committee include:
• Exercising all Board assigned responsibilities on credit related issues;

• Review and recommend credit policy changes to the full Board;
• Ensure compliance with regulatory requirements on credits;
• Approving credits above the Management’s credit approval limit;
• Tracking the quality of the Bank’s loan portfolio through quarterly review of risk
assets;
• Receive and consider recommendations from the Management Credit Committee,
Asset & Liability Committee, and Operational Risk & Service Measurement
Committee on matters relating to credit management;
• Consider and recommend for full Board approval, Director, and Insider-Related
credits; and
• Consider exceptions to rules or policies and counsel on unusual credit transactions.
ii. Board Risk Committee
This committee functions as a standing committee of the Board with responsibility for the
enterprise risk management activities of the Bank, approving appropriate risk
Prospectus 177
management procedures and measurement methodologies, as well as identification and

management of strategic business risks. It consists of a minimum of four (4) Non-
Executive Directors including an Independent Non-Executive Director, the Executive
Director, Chief Risk Officer and the Managing Director / CEO. The composition of the
committee is as follows:
S/N Directors Role

1 Mrs. Nwamaka Non-Executive Director (Chairman)
Theodora Onwughalu
2 Alhaji Isa Mohammed Independent Non-Executive Director
Inuwa
3 Engineer Henry Independent Non-Executive Director
Ikemefuna Chukwuma
Obih
5 Mrs. Morohunke Adenike Independent Non-Executive Director
Bammeke
6 Mrs. Nneka Onyeali-Ikpe Managing Director / CEO
7 Mr. Kevin Onyekachi Executive Director, Chief Risk Officer
Chukwuma Ugwuoke
The terms of reference of the Board Risk Committee include:
• Establishing the Bank’s risk appetite;

• Ensuring that business profiles and plans are consistent with the Bank’s risk
appetite;
• Establishing and communicating the Bank’s risk management framework including
responsibilities, authorities and control;
• Establishing the process for identifying and analysing business level risks;
• Agreeing and implementing risk measurement and reporting standards and
methodologies;
• Establishing key control processes and practices, including limits, structures,
impairments, allowance criteria and reporting requirements;
• Monitoring the operation of the controls and adherence to risk direction and limits;
and
• Ensuring that risk management practices and conditions are appropriate for the
business environment.
The committee meets quarterly or as the need arises. Occasionally, a joint meeting is
held between the Board Credit Committee and the Board Risk Committee to review
credit risk related issues.
iii. Board Audit Committee
The committee functions as a standing committee of the Board with responsibility for
internal control over financial reporting, including internal and external audit. The
committee is composed of a minimum of four (4) Non-Executive Directors (including an
Independent Non–Executive Director, who chairs the committee in line with the Central
Bank’s guidelines on composition of the Board Audit Committee). The Committee meets
quarterly or as the need arises. The composition of the committee is as follows:
S/N Directors Role

1 Alhaji Isa Mohammed Independent Non-Executive Director (Chairman)
Inuwa
2 Chief Nelson Chidozie Non-Executive Director
Nweke
Bammeke
Prospectus 178
The terms of reference of the Board Audit Committee include:
• Ensuring the integrity of the Bank’s financial reporting system;

• Ensuring the existence of independent internal and external audit functions;
• Ensuring the effectiveness of the internal control system, prudence and
accountability in significant contracts and compliance with regulatory requirements;
• Effectiveness of accounting and operating procedures; and
• Ensuring compliance with legal and regulatory requirements.
iv. Board Corporate Governance Committee
The Board Corporate Governance Committee comprises a minimum of four (4) Non-
Executive Directors (including an Independent Non–Executive Director). The committee
is chaired by an Independent Non–Executive Director. The Managing Director (and in
her absence, an Executive Director nominated by her) is required to attend the
committee’s meetings. The committee has oversight responsibility for issues relating to
the Bank’s Corporate Governance Framework. The committee meets quarterly or as the
need arises.
The composition of the committee is as follows:
S/N Directors Role

Chukwuma Obih (Chairman)
2 Mr. Chidi B. Agbapu Non-Executive Director
3 Alhaji Isa Mohammed Independent Non-Executive Director
Inuwa
Onwughalu
5 Chief Nelson Chidozie Non-Executive Director
Nweke
The terms of reference of the Board Corporate Governance Committee include:
• Review and make recommendations for improvements to the Bank’s Corporate

Governance Framework;
• Recommend membership criteria for the Board and its committees;
• Review and make recommendations on the Bank’s key human capital policies;
• Review and make recommendations on Key Performance Indicators for the
Managing Director and Executive Directors;
• Ensure that an independent Board evaluation exercise is undertaken annually;
• Provide oversight on Directors’ orientation and continuing education programmes;
• Ensure proper reporting and disclosure of the Bank’s corporate governance
procedures to stakeholders; and
• Ensure proper succession planning for the Bank.
v. Board Finance and General-Purpose Committee
The Board Finance and General-Purpose Committee has oversight responsibility for
issues relating to the Bank’s budgetary process, procurements and strategic planning.
The committee is composed of a minimum of four (4) Non-Executive Directors (including
an Independent Non–Executive Director). The committee meets quarterly or as the need
arises.
S/N Directors Role

1 Chief Nelson Chidozie Non-Executive Director (Chairman)
Nweke
Prospectus 179

Bammeke
Onwughalu
The terms of reference of the Board Finance and General-Purpose Committee include:
• Review major expense lines periodically and approve expenditure within the
approval limit of the committee as documented in the financial manual of authorities;
• Participate in and lead an annual strategy retreat for the Board;
• Review annually, the Bank’s financial projections, as well as capital and operating
budgets and review on a quarterly basis with Management, the progress of key
initiatives, including actual financial results against targets and projections;
• Make recommendations to the Board regarding the Bank’s investment strategy,
policy and guidelines, its implementation and compliance with those policies and
guidelines and the performance of the Bank’s investment portfolios;
• Ensure a transparent and competitive tendering process on major contracts to
guarantee the best value for the Bank;
• Review and recommend to the Board for approval, the procurement strategy and
policy of the Bank;
• Ensure that all major contracts are carried out according to the terms and conditions
of the contract agreement;
• Other finance matters including recommending for Board approval, the Bank’s
dividend policy, including amount, nature and timing and other corporate action; and
• Recommend a comprehensive framework for delegation of authority on financial
matters and ensure compliance with same.
vi. Board Information Technology Committee
The Board Information Technology Committee has oversight responsibility for all issues
relating to the Bank’s Information Technology and digitalization strategies, investments
and risks. The committee is also responsible for matters relating to IT governance,
Cybersecurity and IT risk. The committee is composed of a minimum of four (4) Non-
Executive Directors (including an Independent Non–Executive Director). The
Chairman of the Committee is an Independent Non-Executive Director The committee
meets quarterly or as the need arises.
S/N Directors Role

1 Mrs. Morohunke Adenike Independent Non-Executive Director (Chairman)
Bammeke
Chukwuma Obih
The terms of reference of the Board Information Technology Committee include:
• Execution of the Board’s strategy in relation to Information Technology and

Digitalization;
• Provide advice on strategic direction on IT related issues;
• Review IT related investments and expenditure;
• Review IT related innovation as well as existing and future trends that may affect the
Bank’s digital strategy;
• Review the effectiveness of the Bank’s IT and cybersecurity risk identification and
remediation practices, policies, controls and procedures;
Prospectus 180
• Review the effectiveness of the Bank’s overall IT enterprise architecture including

the stability and reliability of the digital eco-system, the quality of IT services provided
and the type of customer experience delivered; and
• Ensure the Bank’s compliance with applicable IT related laws and regulations.
The Committee was established with effect from 01 January 2022.
c. Statutory Audit Committee
The Statutory Audit Committee was established in compliance with Section 404(3) of the
CAMA. The committee has five (5) members comprising two (2) members of the Board and
three (3) members nominated by Shareholders at the 34th AGM. The committee’s primary
responsibilities include:
• Review the external auditor’s proposed audit scope and approach;

• Monitor the activities and performance of the External Auditors;
• Review with the external auditors any difficulties encountered in the course of the audit;
• Review the results of the half year and annual audits and discuss same with Management
and the external auditors; and
• Present report of the Statutory Audit Committee to Shareholders at the AGM.
Membership and attendance at Statutory Audit Committee meetings during the year ended 31
December 2023 is indicated below:
S/N Name Designation Number of Number

Meetings Attended
1 Chief Frank Onwu Shareholders Representative 5 5
(Chairman)
2 Mr. Innocent Mmuoh Shareholders Representative 5 5
3 Dr. Christian Nwinia Shareholders Representative 5 5
4 Mrs. Morohunke Non-Executive Director 5 5
Adenike Bammeke
5 Chief Nelson Non-Executive Director 5 5
Chidozie Nweke
d. General Meetings
Fidelity Bank recognizes that its shareholders are major stakeholders in the enterprise and that
general meetings are the primary avenue for interaction between the Shareholders,
Management and the Board.
Since Shareholders collectively constitute the highest decision-making organ in the Company,
the Bank complies strictly with regulatory requirements and convenes at least one general
meeting in each financial year, to give all shareholders the opportunity to participate in
governance. The AGMs are convened and conducted in a transparent manner and attended
by representatives of the CBN, SEC, Nigerian Exchange Group, CAC, Nigeria Deposit
Insurance Corporation, various Shareholders’ associations and other stakeholders. The Board
takes a keen interest in its responsibility to ensure that material developments (financial and
nonfinancial) are promptly communicated to Shareholders. The Board is also conscious of
regulatory reporting requirements and routinely discloses material information to all
stakeholders. To achieve this, the Bank has developed formal structures for information
dissemination via direct communication to all interested parties using electronic and print media
as well as its website, www.fidelitybank.ng
The Bank’s Company Secretariat is well equipped to handle enquiries from Shareholders in a
timely manner. The Company Secretary also ensures that concerns expressed by investors,
are communicated to Management and the Board as appropriate.
Prospectus 181
e. Management Committees
In addition to the Board, Board Committees, Statutory Audit Committee and the Shareholders
in General Meeting, the Bank’s governance objectives are also met through the management
committees. Each management committee has a formal charter, which guides its purpose,
composition, responsibilities and similar matters. Additional information on the terms of
reference of management committees, is provided below:
S/N Management Key Objectives

Committee
1 Executive Committee The Executive Committee (“EXCO”) is charged with
overseeing the business of the Bank within agreed financial
and other limits set by the Board from time to time. This
committee is comprised of the Managing Director / CEO
and the Executive Directors of the Bank. The committee
meets monthly or as required.
2 Asset & Liability Membership of the Asset & Liability Committee is derived
Committee mainly from the asset and liability generation divisions of
the Bank. This committee reviews the economic outlook
and its impact on the Bank’s strategy, ensures adequate
liquidity and interest rate risks are within acceptable
parameters, maintains and enhances the capital position of
the Bank and maximizes risk adjusted returns to
stakeholders over the long term. The committee meets
fortnightly or as required.
3 Management Credit The committee advises the Board of Directors on its
Committee oversight responsibilities in relation to the Bank’s credit
exposures and lending practices. The committee also
provides guidance on development of the Bank’s credit and
lending objectives. The committee meets once a week or
as necessary.
4 Criticized Assets The Criticized Assets Committee is responsible for the
Committee review and coverage of the Bank’s total risk assets portfolio
for quality. It also ensures that approved facilities are
operated in accordance with approved terms and
conditions and accelerates collection/recovery of
nonperforming loans. This committee is comprised of the
Managing Director / CEO, all Executive Directors of the
Bank and key management personnel including the Chief
Risk Officer. The committee meets monthly or as required.
5 Monthly Performance This committee reviews the Bank’s monthly performance,
Review Committee monitors budget achievement, assess the efficiency of
resource deployment in the Bank, reviews products’
performance and reappraises cost management initiatives.
It also develops and implement a framework for measuring
performance in the Bank, key performance indicators for
business and support units and determines the basis for
rewards and consequence management. The committee
meets monthly or as necessary.
6 Quarterly Business This committee reviews the Bank’s quarterly performance,
Review Committee monitors budget achievement, assess efficiency of
resource deployment in the Bank, reviews product
performance, reappraises cost management initiatives,
develops and implements a framework for measuring
performance in the Bank and key performance indicators
for business and support units in the Bank. It also
determines the basis for rewards and consequence
management. This committee meets quarterly or as
necessary.
Prospectus 182
S/N Management Key Objectives

Committee
7 Operational Risk & The Operational Risk & Service Measurement Committee
Service Measurement meets monthly or as necessary and oversees all matters
Committee related to operational risk and service delivery in the Bank.
8 Sustainable Banking The Sustainable Banking Governance Committee meets
Governance Committee every two months and oversees implementation of the
Sustainable Banking Policies and Guidance Notes.
9 Information Technology The committee advises Management on technology trends
Steering Committee in the banking industry and ensures that IT initiatives and
proposed projects help in achieving the strategic goals and
objectives of the Bank. The committee also provides
leadership in information security and protection of the
Bank’s information assets. The committee members advise
and prioritize the development of information security and
IT initiatives, programmes, projects and policies.
10 Information Security The CBN, through its issuance of the Risk-Based Cyber
Steering Committee Security Framework mandated Deposit Money Banks to
establish cyber security governance and ensure it
becomes an integral part of the organization’s Corporate
Governance. The committee is a key instrument of this
governance function.
The existence of a strategic governing body is important in

ensuring the alignment of cyber security investments and
initiatives with business strategy and technology
requirements. The committee is chaired by the Managing
Director / CEO and members include the Executive
Director - Chief Operations and Information Officer, Chief
Compliance Officer, Executive Director / Chief Risk Officer,
Chief Technology Officer, Chief Financial Officer, and Chief
Information Security Officer, who acts as the Secretary to
the committee. Other members include Divisional Heads of
key divisions and Heads of various IT units.
19. DECLARATIONS
Except as otherwise disclosed in this Prospectus:
(i) No share of Fidelity Bank is under option or agreed conditionally or unconditionally to be put
under option;
(ii) Save for the SEC approved commissions (by way of the brokerage fee payable to Receiving
Agents), no commissions, discounts, brokerages or other special terms have been granted by
the Bank to any person in connection with the Offer;
(iii) Save as disclosed herein, the Directors of Fidelity Bank have not been informed of any holdings
representing 5% or more of the issued share capital of the Bank;
(iv) There are no material service agreements between Fidelity Bank or any of its Directors or
employees other than in the ordinary course of business;
(v) No Director of the Bank has had any interest, direct or indirect, in any property purchased or
proposed to be purchased by the Bank in the three years prior to the date of this
Prospectus; and
(vi) No Director or key management staff of the Bank is or has been involved in any of the following:
a. A petition under any bankruptcy or insolvency laws filed (and not struck out) against him /
her or any partnership in which he / she is or was a partner or any company of which he /
she is or was a Director or key personnel;
Prospectus 183
b. A conviction in a criminal proceeding or is named subject of pending criminal proceedings

relating to fraud or dishonesty; or
c. The subject of any order, judgment or ruling of any court of competent jurisdiction or
regulatory body relating to fraud or dishonesty, restraining him/her from acting as an
investment adviser, dealer in securities, Director or employee of a financial institution and
engaging in any type of business or activity.
(vii) There are no amounts or benefits paid or intended to be paid or given to any promoter within
the last 2 (two) years preceding the date of this Prospectus.
20. CONSENTS
The following parties have given and not withdrawn their written consents to the issue of this
Prospectus with their names and reports (where applicable) included in the form and context in
which they appear:
Mr. Mustafa Kemal Chike-Obi

Mrs. Nneka C. Onyeali-Ikpe
Mr. Stanley Chiedoziem Amuchie
Dr. Kenneth Onyewuchi Opara
Mrs. Pamela Iyabo Shodipo
Mr. Abolore Solebo
Mr. Kevin Onyekachi Chukwuma Ugwuoke
Directors of the Company
Mr. Chidi B. Agbapu
Mrs. Morohunke Adenike Bammeke
Alhaji Isa Mohammed Inuwa
Chief Nelson Chidozie Nweke
Engineer Henry Ikemefuna Chukwuma Obih
Mr. Chinedu Eric Okeke
Mrs. Nwamaka Theodora Onwughalu
Company Secretary Mrs. Ezinwa Unuigboje
Lead Issuing House Stanbic IBTC Capital Limited

Iron Global Markets Limited
Cowry Asset Management Limited
Afrinvest Capital Limited
FSL Securities Limited
Joint Issuing Houses
Futureview Financial Services Limited
Iroko Capital Market Advisory Limited
Kairos Capital Limited
Planet Capital Limited
APT Securities and Funds Limited
Cashville Investment and Securities Limited
Chartwell Securities Limited
Cordros Securities Limited
Dynamic Portfolio Limited
Stockbrokers Greenwich Securities Limited
GTI Securities Limited
Mega Equities Limited
Meristem Stockbrokers Limited
Network Capital Limited
Solid Rock Securities & Investment PLC
Solicitors to the Bank Olaniwun Ajayi LP
Banwo & Ighodalo
Solicitors to the Offer
Detail Commercial Solicitors
Auditors Deloitte & Touche
Reporting Accountants Mazars Professional Services
Registrars First Registrars and Investor Services Limited
Prospectus 184
Access Bank PLC

First Bank of Nigeria Limited
Receiving Banks Guaranty Trust Bank Limited
Stanbic IBTC Bank Limited
Zenith Bank PLC
21. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents may be inspected at the offices of Fidelity Bank PLC located
at Fidelity Place, Kofo Abayomi Street, Victoria Island, Lagos or Stanbic IBTC Capital Limited’s
office at I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, or Iron Global Markets
Limited’s office located at House 6, The Address Homes, Banana Island Road, Ikoyi, Lagos or
Cowry Asset Management Limited’s office located at 1319, Karimu Kotun Street, Victoria Island
Lagos or Afrinvest Capital Limited’s office located at 27 Gerrard Road, Ikoyi, Lagos or FSL
Securities Limited’s office located at Plot 688, Ahmodu Tijani Close, Victoria Island, Lagos or
Futureview Financial Services Limited’s office located at Plot 22, Oju-Olobun Close, Victoria
Island, Lagos or Iroko Capital Market Advisory Limited’s office located at 4b, Olayinka Omololu
Close, Victoria Island, Lagos or Kairos Capital Limited’s office located at 2nd Floor, Foresight
House, 163/165, Broad Street, Marina, Lagos or Planet Capital Limited’s office located at 3rd &
4th Floors, St Peter’s House, 3, Ajele Street, Marina, Lagos, from the date of issuance of this
Prospectus to Monday, 29 July 2024:
i. The Prospectus;
ii. Certificate of Incorporation of the Bank, duly certified by the CAC;
iii. The Memorandum and Articles of Association of the Bank, duly certified by the CAC;
iv. The certified Status Report issued by the CAC, which reflects the current directors and
shareholding of the Bank;
v. Shareholders’ Resolution of the Bank passed at the extra-ordinary general meeting held on
11 August 2023 authorising the Offer;
vi. Resolution of the Bank’s Board of Directors dated 19 January 2024 approving the terms of
the Public Offer;
vii. The audited financial statements of the Bank for each of the five years ended 31 December
2019 to 2023;
viii. The Reporting Accountant’s report on the Bank’s historical financial statements for the five-
year period up to the year ended 31 December 2023;
ix. The letter from the SEC approving the Offer;
x. The letter from NGX approving the Offer;
xi. The Letter of "No Objection” to the Offer from the CBN dated 26 October 2023;
xii. The list of outstanding claims and litigation referred to on page 164 of this Prospectus;
xiii. The material contracts referred to on page 165 of this Prospectus; and
xiv. The written consents of each of the parties referred to on page 184 of this Prospectus.
Prospectus 185
RECEIVING AGENTS LIST
A copy of this Prospectus can be downloaded from https://www.fidelitybank.ng/offerdocuments/ and printed copies obtained at the offices of
Fidelity Bank and that of any of the Issuing Houses. Completed application forms must be submitted through any of the Issuing Houses or
Receiving Agents listed below, as well as any other institution(s) who are registered as capital market operators by SEC and who have valid
SEC clearance to carry out the function of Receiving Agents as at the date of this Prospectus. A Brokerage Commission at the rate of ₦0.50
per N
= 100.00 worth of shares allotted will be paid in respect of applications submitted by Receiving Agents.
The Bank and Issuing Houses will not accept responsibility for the conduct of any of the institutions listed below. Investors are
therefore advised to conduct their own enquiries before choosing an agent to act on their behalf. Evidence of lodgement of
funds or Application Forms at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt
by the Issuing Houses cannot give rise to a liability on the part of the Issuing Houses under any circumstances.
BANKS
Access Bank PLC Guaranty Trust Bank Limited Standard Chartered Bank Nigeria Unity Bank PLC
Citibank Nigeria Limited Keystone Bank Limited Limited Wema Bank PLC
Ecobank Nigeria Limited Parallex Bank Limited Sterling Bank Limited Zenith Bank PLC
Fidelity Bank PLC Polaris Bank Limited SunTrust Bank Nigeria Limited
First Bank of Nigeria Limited Premium Trust Bank Titan Trust Bank Limited
First City Monument Bank Limited Providus Bank Limited Union Bank of Nigeria PLC
Globus Bank Limited Stanbic IBTC Bank Limited United Bank for Africa PLC
ISSUING HOUSES, STOCKBROKERS AND OTHERS

Issuing Houses CSL Stockbrokers Limited Kedari Securities Limited Skyview Capital Limited
Stanbic IBTC Capital Limited Deep Trust Investment Limited Kinley Securities Limited SMADAC Securities Limited
Iron Global Markets Limited De-Lords Securities Limited Kofana Securities & Inv. Limited Solid-Rock Securities &
Cowry Asset Management Limited DLM Securities Limited Kundila Finance Services Limited Investment Limited
Afrinvest Capital Limited DSU Brokerage Services Limited Lead Securities and Inv. Limited Spring Trust & Securities Limited
FSL Securities Limited Dunbell Securities Limited Lighthouse Capital Limited Stanbic IBTC Asset Mgt Limited
Futureview Financial Services Limited Dynamic Portfolios Limited Magnartis Fin & Inv Limited Stanbic IBTC Stockbrokers
Iroko Capital Market Advisory Limited EDC Securities Limited Mayfield Investment Limited Limited
Kairos Capital Limited MBC Securities Limited
EFG Hermes Nigeria Limited Standard Union Securities
Planet Capital Limited Mega Equities Limited
Equity Capital Solutions Limited Limited
Meristem Stockbrokers Limited
Stockbrokers and Others Eurocomm Securities Limited Mission Securities Limited StoneX Financial Limited
Absa Securities Nigeria Limited Express Portfolio Services Limited Morgan Capital Sec Limited The Bridge Securities Limited
Afrinvest Securities Limited FCSL Asset Management Network Capital Limited Tiddo Securities Limited
Alangrange Securities Limited Company Limited Newdevco Investments & Securities Tomil Trust Limited
Anchoria Inv& Securities Limited Falcon Securities Limited Co Limited Topmost Securities Limited
Apel Asset Limited FBC Trust & Securities Limited Nigerian Stockbrokers Limited Trade Link Securities Limited
APT Sec. & Funds Limited FBNQuest Securities Limited Norrenberger Securities Limited Traders Trust & Investment
ARM Securities Limited Fidelity Securities Limited NOVAMBL Securities Limited Company Limited
Arthur Steven Asset Management Ltd Finmal Finance Company Limited Nova Finance & Securities Limited Transworld Investment &
Associated Asset Managers Limited First Integrated Capital Options Securities Limited Securities Limited
Atlass Portfolio Limited Management Limited Osborne Capital Markets Limited Trust Yields Securities Limited
AVA Securities Limited First Inland Sec. & Asset Mgt. PAC Securities Limited Trustbanc Capital Management
Baige Capital Limited Limited Limited
Parthian Partners Limited
Bancorp Securities Limited FIS Securities Limited Trust House Investments
Phronesis Sec Limited
Bestworth Assets & Trust Limited Foresight Sec. & Inv Limited Limited
Pilot Securities Limited
Calyx Securities Limited Fortress Capital Limited TRW Stockbrokers Limited
Pinefields Inv Serv Limited
Camry Securities Limited FSDH Securities Limited Tyndale Securities Limited
FSL Securities Limited PIPC Securities Limited
Capital Asset Limited UCML Capital Limited
Fundvine Capital & Securities Pivot Capital Limited
Capital Bancorp Limited UIDC Securities Limited
Limited Planet Capital Limited
Capital Express Securities Limited UNEX Capital Limited
Future view Financial Services Prominent Securities Limited
Capital Trust Brokers Limited United Capital Securities Limited
Limited Pyramid Securities Limited
Cardinal Stone Securities Limited Valmon Securities Limited
Future view Securities Limited Qualinvest Capital Limited
Cashville Inv. & Sec. Limited Valueline Securities &
CDL Capital Markets Limited Gidauniya Inv. & Sec Limited Quantum Zenith Securities Limited
Globalview Capital Limited Readings Investment Limited Investments Limited
Centre-Point Inv. Limited
Greenwich Securities Limited Regency Assets Mgt Limited Vetiva Securities Limited
Century Securities Limited
GTI Capital Limited Rencap Securities (Nig.) Limited WCM Capital Limited
Chapel Hill Denham Securities
Limited Harmony Securites Limited Reward Investments and Services WSTC Financial Services
Chartwell Securities Limited Heartbeat Investments Limited Limited Limited
Citi Investment Capital Limited Hedge Sec. & Inv. Co. Limited RMB Nigeria Stockbrokers Limited Zenith Securities Limited
Compass Inv and Sec Limited Horizon Stockbrokers Limited Rostrum Inv& Sec Limited
Cordros Securities Limited ICON Stockbroker Limited Rowet Capital Mgt Limited
Core Trust & Investment Limited Imperial Assets Mgt Limited Securities Africa Financial Limited
Coronation Securities Limited Integrated Trust &Inv. Limited Securities and Capital Management
Covenant Securities & Asset Interstate Securities Limited Company Limited
Management Limited Investment One Financial Services Shalom Investment & Financial
Cowry Asset Mgt Limited Limited
Services Limited
Crane Securities Limited Investment One Stockbrokers
Sigma Securities Limited
Crossworld Securities Limited International Limited
Kapital Care Trust & Sec. Limited Signet Investments & Securities
Crown Capital Limited Limited
` Prospectus
186
PROCEDURE FOR APPLICATION AND ALLOTMENT
OFFERING DISCRETION
1. Your application for the Offer is subject to the matters set out below and any further disclaimers
and instructions on the Application Form. The Bank and the Issuing Houses reserve the general
discretion to relax or deviate from the specific process or procedures set out herein, subject to
applicable regulatory approvals.
2. Further, the Bank and the Issuing Houses shall have the right at any time and from time to time to
take any action they consider reasonably necessary to correct any errors or omissions whatsoever
which may occur in connection with the Offer and is authorised by each Applicant to take such
steps. The steps or actions to be taken by the Bank and the Issuing Houses will not contravene
the provisions of the ISA 2007 and the Commission’s rules, as they relate to transactions of the
type envisaged by this Prospectus.
3. Although the Bank and the Issuing Houses accept no obligation to do so, this right includes the
right to correct payment errors and/to reverse allocations and/or issues of Offer Shares which are
allocated to an applicant as a result of another applicant using the incorrect details, and to transfer
the relevant Offer Shares to the intended applicant. This paragraph applies notwithstanding
anything to the contrary in this Prospectus.
PROCESS FOR PARTICIPATING IN THE OFFER
A. INVITATION TO PARTICIPATE IN THE OFFER
1. The general investing public is hereby invited to apply for the Offer through any of the Receiving
Agents listed on page 186 of this Prospectus.
2. If you are in doubt as to the action to take, please consult your financial adviser, stockbroker,
solicitor, accountant, tax consultant, banker or an independent investment adviser for
guidance. Care must be taken to follow these instructions as applications that do not comply
with the instructions will not be accepted.
B. GUIDE TO APPLYING VIA THE (PHYSICAL) APPLICATION FORM
It is important that the Application Form is correctly completed. Applicants in doubt should consult
any of the Receiving Agents listed on page 186 for assistance. The Offer is open from 8:00 am
(WAT) on the Offer Opening Date and closes at 5:00 pm (WAT) on the Offer Closing Date.
Applications received after the Offer has closed shall not be considered.
Applicants may obtain Application Forms from the Receiving Agents whose details are shown on
page 186 of this Prospectus or download a copy at https://www.fidelitybank.ng/offerdocuments/.
Please note that terms defined in this Prospectus have the same meaning when used in the
Application Form.
All applicants are advised to read this Prospectus in its entirety and consult a stockbroker, solicitor,
accountant, tax consultant, banker or an independent investment adviser registered by the
Securities and Exchange Commission (“SEC”) for further guidance before completing the
Application Form.
There are multiple sections of the Application Form for this Offer. Please ensure that you complete
the appropriate sections of the Application Form and return the completed and signed form to a
Receiving Agent.
COMPLETING THE (PHYSICAL) APPLICATION FORM

1. Applications for the Offer must be made in accordance with the instructions set out in this
section.
` Prospectus
187
2. An applicant may apply to purchase the Offer Shares through an Application Form, as set out
in this section, with effect from 8:00 am (WAT) on the Offer Opening Date until 5:00 pm (WAT)
on the Offer Closing Date.
3. Care must be taken to follow these instructions, as applications, which do not comply, will be
rejected. Specifically, it is mandatory that applicants state their bank account number and BVN
otherwise their applications would be rejected.
4. Applications must be for a minimum of 1,000 ordinary shares and multiples of 1,000 ordinary
shares thereafter. The value for which an application is made should be entered in the boxes
provided on the Application Form.
5. The subscription currency for the Offer is the Nigerian Naira (₦).
6. The applicant should make only one application, whether in his own name or in the name of a
nominee. Multiple or suspected multiple applications will be rejected.
7. Individual applicants should sign the declaration and write his/her full names, address, daytime
telephone number and mobile telephone number in the appropriate space on the Application
Form. Where the application is being made on behalf of a minor, the full names of the applicant
and the minor as well as the date of birth of the minor should be provided. The appropriate
space on the Application Form should be used by joint applicants. A corporate applicant should
affix its seal in the box provided and state its incorporation registration (RC) number (RC
number).
8. Joint applicants must all sign the Application Form.
9. An application from a group of individuals should be made in the names of those individuals
with no mention of the name of the group. An application by a firm which is not registered under
the Companies and Allied Matters Act, 2020 (as amended), should be made either in the name
of the proprietor or in the names of the individual partners. In neither case should the name of
the firm be mentioned.
10. An application from a corporate body must bear the corporate body’s seal and be completed
under the hand of a duly authorised official.
11. An application from a pension or provident fund must be in the name of each individual trustee
unless the trustee is a limited liability company.
12. An application by an illiterate should bear his right thumbprint on the Application Form and be
witnessed by an official of the Receiving Agent at which the application is lodged who must
first have explained the meaning and effect of the Application Form to the illiterate in his own
language. Above the thumb print of the illiterate, the witness must record in writing that he has
given this explanation to the illiterate in a language understandable to him and that the illiterate
appeared to have understood same before affixing his thumb impression. The witness must
also state his name, address and signature.
13. The applicant should not print his signature. If he is unable to sign in the normal manner, he
should be treated for the purpose of this Offer as an illiterate and his right thumbprint should
be clearly impressed on the Application Form.
14. Completed (physical) Application Forms should be forwarded to any of the Receiving Agents
listed on page 186 of this Prospectus, and payment made to the Receiving Agent on or before
5:00 pm (WAT) on the Offer Closing Date. All bank commissions and transfer charges must be
prepaid by the applicant. All unfunded applications will be rejected.
Prospectus 188
15. Applicants who choose to post their Application Forms by registered mail to any of the
Receiving Agents are advised to use registered mail services. However, all documents mailed
to any of the Receiving Agents by the applicants will be at the applicant’s own risk.
C. ALLOTMENT
1. The Bank and the Issuing Houses reserve the right to accept or reject any application in whole
or in part for not meeting the conditions of the Offer.
2. The allotment of units shall be based on the accepted Application Forms.
3. The Offer Shares will be allotted in accordance with the SEC Rules that prescribe that all
subscribers receive the minimum application in full, and thereafter the residual balance shall
be pro-rated, with subscribers being allotted equal proportions of the amount of the shares
applied for within the Offer.
4. The CSCS accounts of successful applicants will be credited not later than fifteen (15)
Business Days from the Allotment Date.
5. Applicants are advised to ensure that the name of their stockbroker, as well as their CHN and
CSCS account numbers are provided in the relevant spaces of the Application Form.
Applicants must ensure that the name specified in the Application Form is exactly the same as
the name in which the CSCS account is held. Where the application is submitted in joint names,
it should be ensured that the beneficiary’s CSCS account is also held in the same joint names
and are in the same sequence in which they appear in the Application Form.
6. All irregular or suspected multiple applications will be rejected.
D. APPLICATION MONIES
All application monies will be retained in a separate interest-yielding bank account with the
Receiving Banks pending allotment. If any application is not accepted or is accepted for fewer
Ordinary Shares than the number applied for, the application monies in full or the surplus amounts
(as the case may be), together with accrued interest, will be transferred to the account number of
the affected applicant as stated on the Application Form, within five (5) Business Days of the
Allotment Date.
CSCS DETAILS
1. The Ordinary Shares are traded compulsorily in dematerialized form. Accordingly, the relevant
details of the CSCS and the beneficiary account must be provided in the “CSCS Account Details”
section of the Application Form.
2. Applicants must ensure that the sequence of names stated in the Application Form matches that
of the account held by the applicant with the CSCS and are required to indicate in the application
the relevant account numbers of the applicant.
3. Applicants without CSCS accounts are advised to open a stockbroking account through any of the
stockbroking firms mandated in respect of the Offer.
4. It is advisable that CHN and CSCS accounts be obtained before completing an Application Form.
5. In accordance with the SEC Directive on Dematerialization of Share Certificates, and in the event
that a CHN and CSCS account cannot be created prior to or at the point of submitting an Application
Form, (and investors and/or subscribers do not provide valid CHN and CSCS account numbers),
such investors and/or subscribers will have their shares credited at the CSCS using a Registrar
Identification Number (“RIN”). A RIN is a number allocated to shareholders who do not have valid
Prospectus 189
CHN and CSCS account numbers in order to warehouse their units of shareholding in public
companies listed on NGX under the Registrar’s custody at the CSCS. The allotted shares will be
transferred to the stockbroking account of the shareholder once valid CHN and CSCS account
numbers are provided.
BANK ACCOUNT DETAILS
1. Applicants are required to indicate their bank account details in the space provided on the
Application Form for the purposes of future payments of dividends.
2. Applicants are advised to ensure that bank account details stated on the Application Form are
correct as these bank account details shall be used by the Registrar for all payments indicated
above in connection with the Ordinary Shares.
3. Failure to provide correct bank account details could result in delays in credit of such payments or,
where applicable, issuance of cheques/warrants which shall be sent by registered post to the
specified addresses of the affected investors. The Bank, the Issuing Houses, the Receiving Banks
and the Registrar shall not have any responsibility following posting of cheques/warrants nor will
any of these specified parties undertake any liability for the same as the postal authority shall be
deemed to be the agent of the applicant for the purposes of all cheques posted.
Prospectus 190
APPLICATION FORM
Lead Issuing House
Application List Opens Application List Closes
20 June 2024 29 July 2024
RC1031358
RC 1703668 RC 617327 RC 1706693 RC 139396 RC 217005 RC 879026 RC 1517636 RC 986761
on behalf of
RC 103022
Public Offering by way of an Offer for Subscription of 10,000,000,000 Ordinary Shares of 50 kobo each at ₦9.75 per share
PAYABLE IN FULL ON APPLICATION
Applications must be in accordance with the instructions set out in the Prospectus. Care must be taken to follow these instructions as applications that do not comply may be rejected. Before subscribing,
please contact your Stockbroker, Solicitor, Banker or an independent investment adviser registered by the Securities and Exchange Commission, for guidance.
Guide to Application D D M M Y Y Y Y
Amount / /
Minimum Number of Shares
Payable
1,000 minimum ₦9,750 CONTROL NO. (for Registrars’ use only)
Subsequent multiples of 1,000 ₦9,750
DECLARATION
I/We am/are 18 years of age or over
I/We note that allotment will only be electronically to the CSCS accounts of allotees and no physical share certificate would be issued
I/We note that Fidelity Bank PLC and the Issuing Houses are entitled in their absolute discretion to accept or reject this application
I/We attach the amount payable in full on application for the number of ordinary shares in Fidelity Bank PLC
I/We agree to accept the same or any smaller number of units in respect of which allotment may be made upon the terms of the Prospectus
I/We declare that I/we have read a copy of the Prospectus, issued by the Issuing Houses on behalf Fidelity Bank PLC
PLEASE COMPLETE IN BLOCK LETTERS
APPLICATION DETAILS
NUMBER OF SHARES APPLIED FOR: VALUE OF SHARES APPLIED FOR / AMOUNT PAID:
₦
INVESTOR DETAILS (INDIVIDUAL / CORPORATE)

TITLE MR MRS MISS OTHERS (PLEASE SPECIFY)
SURNAME / CORPORATE NAME (AS REFLECTED ON CSCS STATEMENT)
FIRST NAME (FOR INDIVIDUALS ONLY) OTHER NAMES (FOR INDIVIDUALS ONLY)
FULL POSTAL ADDRESS (PLEASE DO NOT REPEAT APPLICANT NAME) POST BOX NO. ALONE IS NOT SUFFICIENT
CITY/TOWN STATE COUNTRY
PHONE NUMBER DATE OF BIRTH

D D / M M / Y Y Y Y
E-MAIL ADDRESS
NEXT OF KIN (FOR INDIVIDUAL APPLICANTS ONLY) / CONTACT PERSON (CORPORATE ONLY)
CHN NUMBER (CLEARING HOUSE NUMBER) CSCS NUMBER

C
NAME OF YOUR STOCKBROKER MEMBER CODE
JOINT APPLICANT DETAILS

TITLE MR MRS MISS OTHERS (PLEASE SPECIFY)
SURNAME
FIRST NAME OTHER NAMES
BANK DETAILS (FOR E-PAYMENTS)

BANK NAME BVN (OF ACCOUNT SIGNATORIES)
ACCOUNT NUMBER 2ND BVN (CORPORATE APPLICANT)
BRANCH CITY/STATE
SIGNATURE (OR THUMBPRINT) 2ND SIGNATURE (CORPORATE/JOINT) SEAL & RC. NO. (CORPORATE APPLICANT)
NAME: NAME:
DESIGNATION: DESIGNATION: RC
STAMP OF ISSUING HOUSE OR RECEIVING AGENT
First Registrars and Investor Services Limited
2, Abebe Village Road, Iganmu, Lagos
www.firstregistrarsnigeria.com
` Prospectus 191

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This document is important and should be read carefully.

If you are in doubt about its contents or the action to take,

Fidelity Bank PLC

Public Offering by way of an Offer for Subscription of

Lead Issuing House:

Joint Issuing Houses:

RC 1703668 RC 617327 RC 1706693 RC 139396

RC 217005 RC 879026 RC 1517636 RC 986761

This Prospectus is dated Wednesday, 05 June 2024

“AGM” Annual General Meeting

“IFRS” International Financial Reporting Standards

Access Bank PLC, First Bank of Nigeria Limited, Guaranty Trust

DATE ACTIVITY RESPONSIBILITY

Issuing Houses / Receiving

File allotment proposal with CBN for Capital Verification

File allotment proposal and draft newspaper

24 September 2024 Credit depository accounts Registrars

24 September 2024 Forward Declaration of Compliance to the NGX Stockbrokers

25 September 2024 Publish Allotment announcement Issuing Houses

Listing of new Fidelity Bank shares / trading

11 October 2024 Forward Offer summary report to SEC Issuing Houses

1. Head Office and registered address

Telephone: +234 (0)1 270 0530-3

Contact e-mail: info@fidelitybank.ng

2. The addresses of Fidelity Bank’s other business locations are as follows:

Subsidiaries and affiliates

S/N Subsidiary Name Address

Regional Head Offices

S/N Branch Address Region

5. Asaba 372, Nnebisi Road, Asaba, Delta State Mid-West 2 Region

S/N Branch Address Region

7. Bauchi 9, Murtala Mohammed Way, Bauchi State North-East Region

Plot K, First Avenue by Canal, Festac Town, Lagos

102, Ibrahim Taiwo Road, Opposite Mr. Biggs, Ilorin,

23. Sokoto 12, Kano Road, Sokoto State North-West 2 Region

2, Trans Amadi Industrial Layout, Port-Harcourt, Rivers Bayelsa 1

Joint Issuing Houses:

RC 1703668 RC 617327 RC 1706693 RC 139396

RC 217005 RC 879026 RC 1517636 RC 986761

Fidelity Bank PLC

are authorised to receive applications for the

SHARE CAPITAL OF FIDELITY BANK PLC AS AT 31 DECEMBER 2023

EQUITY Share Capital 16,000

1. Issuer Fidelity Bank PLC.

S/N Purpose % of net Time to

Details on the use of proceeds are provided on page 163.

13. Offer Closing Date 29 July 2024.

14. Payment Terms In full on application.

15. Market capitalisation at ₦312,000,000,000.

Completed (physical) Application Forms should be submitted (and the full

See “Procedure for Application and Allotment”. In respect of allotments,

21. Financial Summary

Debts Issued and other borrowed Total amount

In the context of the contemplated Transaction, the Solicitors to the

In accordance with the SEC’s Directive on Dematerialization of Share

25. Group Structure

Mr. Mustafa Kemal Chike-Obi (Chairman) Chief Nelson Chidozie Nweke

Mr. Stanley Chiedoziem Amuchie (Executive) Mr. Chinedu Eric Okeke

Dr. Kenneth Onyewuchi Opara (Executive) Mrs. Nwamaka Theodora Onwughalu

Mrs. Pamela Iyabo Shodipo (Executive) Company Secretary: