FBN : QUARTER 3 - FINANCIAL STATEMENT FOR 2023

FBN Holdings Plc.

Unaudited Consolidated Financial Statements for the period ended September 30, 2023

FBN Holdings Plc.
DIRECTORS AND ADVISORS
DIRECTORS:
Ahmad Abdullahi	Non-Executive Director (Group Chairman)
Nnamdi Okonkwo	Group Managing Director
Adesola Adeduntan	Non-Executive Director
Abiodun Oluwole Fatade	Independent Non-Executive Director
Alimi Abdul-Razaq	Independent Non-Executive Director
Peter Aliogo	Independent Non-Executive Director
Ahmed Modibbo	Independent Non-Executive Director
Kofo Dosekun	Independent Non-Executive Director
Khalifa Imam	Independent Non-Executive Director
Olufemi Otedola	Non-Executive Director
Julius B. Omodayo-Owotuga	Non-Executive Director
Oyewale Ariyibi	Executive Director
AG. COMPANY SECRETARY:	Adewale Arogundade
REGISTERED OFFICE:	Samuel Asabia House
	35, Marina
	Lagos
AUDITOR:	KPMG Professional Services
	KPMG Tower, Bishop Aboyade Cole Street
	Victoria Island, Lagos
	Telephone: [phone]
	Website: www.kpmg.com/ng
REGISTRAR:	Meristem Registrars & Probate Services Limited
	213 Herbert Macaulay Way
	Yaba, Lagos
BANKERS:	First Bank of Nigeria Limited
	35 Marina,
	Lagos
	FBNQuest Merchant Bank Limited
	2, Broad Street
	Lagos
TAX IDENTIFICATION NUMBER:	15562790-0001

1

FBN Holdings Plc.

Certification pursuant to section 60(2) of Investment and Securities Act No. 29 of 2007

We the undersigned hereby certify the following with regards to FBN Holdings Plc financial report for the period ended September 30, 2023 that:

1. We have reviewed the report;
2. To the best of our knowledge, the report does not:

1. contain any untrue statement of a material fact, or

1. omit to state a material fact, which could make the statements misleading in the light of the circumstances under which such statements were made.

1. To the best of our knowledge, the financial statements and other financial information included in the report fairly represent in all material respects the financial condition and results of operations of the Company as of September 30, 2023 and the periods presented in the report.
2. We:

(i) are responsible for establishing and maintaining internal controls.

1. have designed such internal controls to ensure that material information relating to the Company and its consolidated subsidiaries is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared.

1. have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the reports.
2. have presented in the report our conclusions about the effectiveness of the Company's internal controls based on our evaluation as of that date.

1. We have disclosed to the auditors of the Company and the audit committee:

1. all significant deficiencies in the design or operation of internal controls which would adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weakness in internal controls, and

1. Any fraud, whether or not material, that involve management or other employees who have significant role in the Company's internal controls.

1. We have identified in the report whether or not there were significant changes in the internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regards to significant deficiencies and material weaknesses.

NNAMDI OKONKWO		OYEWALE ARIYIBI
Group Managing Director		Executive Director
FRC/2014/ICA/00000006963		FRC/2013/ICAN/00000001251

2

FBN Holdings Plc.

Shareholding Structure and Free Float Status
Company Name:	FBN Holdings Plc
Board Listed:	Premium Board
Period End:	December 31
Reporting Period:	Period ended September 30, 2023
Share Price at end of reporting period:	N16.35 (September 30, 2022: N10.20)
Description	30 September 2023	30 September 2022
	Unit	Percentage	Unit	Percentage
Issued Share Capital	35,895,292,791	100%	35,895,292,791	100.00%
Substantial Shareholdings (5% and above):
Mr. Femi Otedola (Direct)	40,033,982	0.11%	10,000,000	0.03%
Mr. Femi Otedola (Indirect)	1,989,342,376	5.54%	1,989,342,376	5.54%
Total Substantial Shareholdings	2,029,376,358	5.65%	1,999,342,376	5.57%
Directors' shareholdings (direct and indirect), excluding directors with substantial interests
Alhaji Ahmad Abdullahi	-	0.00%	-	0.00%
Mr. Nnamdi Okonkwo	9,019,300	0.03%	9,019,300	0.03%
Mrs Kofoworola Dosekun	-	0.00%	-	0.00%
Sir. Peter Aliogo	-	0.00%	-	0.00%
Mr. Ahmed Modibbo	-	0.00%	-	0.00%
Mr. Khalifa Imam	-	0.00%	-	0.00%
Dr. Abiodun Fatade	-	0.00%	-	0.00%
Dr. Alimi Abdul-Razaq	-	0.00%	-	0.00%
Dr. Adesola Adeduntan	18,871,689	0.05%	18,871,689	0.05%
Julius B. Omodayo-Owotuga	-	0.00%	-	0.00%
Mr. Oyewale Ariyibi	4,008,850	0.01%	4,008,850	0.01%
Total Directors' Shareholdings	31,899,839	0.09%	31,899,839	0.09%
Other Influential Shareholdings:
Mr. Tunde Hassan-Odukale (Direct)	27,530,930	0.08%	27,231,887	0.08%
Mr. Tunde Hassan-Odukale (Indirect)	1,552,705,784	4.33%	1,558,676,194	4.34%
	1,580,236,714	4.40%	1,585,908,081	4.42%
UBAPFC/Leadway Pensure RSA Account	362,347,446	1.01%	362,347,446	1.01%
Free Floats in Units and Percentage	31,891,432,434	88.85%	31,915,795,049	88.91%
Free Floats in Value (N)	521,424,920,295.90		325,541,109,499.80

For the purpose of this report only, the shares held by UBAPFC/Leadway Pensure RSA Account are not considered as free floating in view of the relationship of Mr. Tunde Hassan-Odukale with Leadway Pensure Limited.

Declaration:

FBN Holdings Plc with a free float value of N521,424,920,295.90 (88.85%) as at September 30, 2023 (September 30, 2022: N325,541,109,499.80 (88.91%) is compliant with the Nigerian Stock Exchange's free float requirements for companies listed on the Premium Board.

Adewale Arogundade

Ag. Company Secretary

FRC/2014/NBA/00000006810

3

FBN Holdings Plc.

INCOME STATEMENT				GROUP
		Q3 ended		Year to date		Q3 ended		Year to date
		30 Sept.		30 Sept.		30 Sept.		30 Sept.
	Note	2023	2023	2022	2022
		N 'million		N 'million		N 'million		N 'million
Continuing operations
Interest income	4	250,518	633,804	144,011	370,364
Interest expense	5	(110,150)	(256,106)	(47,390)	(120,831)
Net interest income
	140,368	377,698	96,621	249,533
Impairment charge for losses	6	(24,749)	(82,377)	(15,000)	(36,711)
Net interest income after impairment charge for losses
	115,619		295,321		81,621		212,822
Fee and commission income	7a	54,613	143,464	40,148	110,841
Fee and commission expense	7b	(9,334)		(24,480)		(7,520)		(19,843)
Net fee and commission income		45,279	118,984	32,628	90,998
Foreign exchange income/ (loss)	8	1,753	(96,665)	(14,375)	2,135
Net gains on sale of investment securities	9	298	43,551	4,537	26,945
Net gains/(loss) from financial instruments at FVTPL	10	16,334	246,078	10,616	21,887
Dividend income	11	989	5,393	111	3,002
Other operating income	12	4,310	9,567	2,887	12,066
Personnel expenses		(47,965)	(113,187)	(29,600)	(84,908)
Depreciation, amortisation and impairment		(9,820)	(24,454)	(6,617)	(20,503)
Other operating expenses	13	(62,935)	(214,640)	(42,153)	(158,912)
Operating profit
	63,862	269,948	39,655	105,532
Share of profit/(loss) of associates	23	210	385	114	(40)
Profit before tax
	64,072	270,333	39,769	105,492
Income tax expense	14	(14,807)	(33,831)	(5,082)	(14,203)

PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS	49,265
Discontinued operations
Loss for the period from discontinued operations	28.3	(25)
PROFIT FOR THE PERIOD
	49,240
Profit attributable to:
Owners of the parent		48,405
Non-controlling interests		835
		49,240

Earnings per share attributable to owners of the parent Basic/diluted earnings per share (expressed in naira per share): From continuing operations

From discontinued operations

From profit for the period

236,502	34,687	91,289
(86)	(21)	(87)
236,416	34,666	91,202
234,728	34,304	90,083
1,688	362	1,119
236,416	34,666	91,202
6.54		2.51
(0.00)		(0.00)
6.54		2.51

4

FBN Holdings Plc.

INCOME STATEMENT

	Note
Continuing operations
Interest income	4
Interest expense	5
Net interest income
Impairment charge for losses	6
Net interest income after impairment charge for losses
Foreign exchange income/ (loss)	8
Net gains on sale of investment securities	9
Net gains/ (losses) from financial instruments at FVTPL	10
Dividend income	11
Other operating income	12
Personnel expenses
Depreciation, amortisation and impairment
Other operating expenses	13
Profit/ (loss) before tax
Income tax expense	14

PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS

Discontinued operations

Profit for the period from discontinued operations

PROFIT/ (LOSS) FOR THE PERIOD

Profit/ (loss) attributable to:

Owners of the parent

Non-controlling interests

Earnings per share attributable to owners of the parent Basic/diluted earnings per share (expressed in naira per share): From continuing operations

From discontinued operations

From profit for the period

COMPANY

Q3 ended	Year to date		Q3 ended	Year to date
30 Sept.	30 Sept.		30 Sept.	30 Sept.
2023		2023	2022		2022
N 'million		N 'million		N 'million		N 'million
795		2,711	572		1,444
(1)		(4)	-		-
794		2,707	572		1,444
-		-	-		-
794		2,707		572		1,444
30		331	15		13
-		13	-		-
(379)		(379)	-		-
(233)		(233)	-		(108)
48		48	3		3
(365)		(705)	(188)		(565)
(92)		(237)	(52)		(156)
(579)		(1,530)	(511)		(1,477)
(776)		15	(161)		(846)
(4)		(14)	(5)		(7)
(780)		1		(166)		(853)
-		-	-		-
(780)		1		(166)		(853)
(780)		1	(166)		(853)
-		-				-
(780)		1	(166)		(853)
		0.00				(0.02)
		-
		0.00				(0.02)

5

FBN Holdings Plc.

STATEMENT OF COMPREHENSIVE INCOME

PROFIT FOR THE PERIOD

Other comprehensive income:

Items that may be subsequently reclassified to profit or loss

Net (losses)/gains on investments at fair value through other comprehensive income:

Net (losses)/gains on debt instruments at fair value through other comprehensive income

Exchange difference on translation of foreign operations

Items that will not be reclassified to profit or loss

Net gains/(losses) on equity instruments at fair value through other comprehensive income

Total other comprehensive income/(loss) for the period

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

Total comprehensive income attributable to:

Owners of the parent

Non-controlling interests

Total comprehensive income/(loss) attributable to owners of the parent arises from :

Continuing operations

Discontinued operations

GROUP

Q3 ended		Year to date		Q3 ended		Year to date
30 Sept.		30 Sept.		30 Sept.		30 Sept.
2023	2023	2022	2022
N 'million		N 'million		N 'million		N 'million
49,240		236,416		34,666		91,202

(41,946)	(3,347)	(14,106)	(29,880)
6,185	162,680	(14,060)	(35,137)
5		310		142		(93)
(35,756)	159,643	(28,024)	(65,110)
13,484		396,059		6,642		26,092
12,649	394,371	6,280	24,973
835	1,688	362	1,119
13,484		396,059		6,642		26,092
12,663	394,418	6,292	25,021
(14)	(47)	(12)	(48)
12,649		394,371		6,280		24,973

6

FBN Holdings Plc.

STATEMENT OF COMPREHENSIVE INCOME		COMPANY
	Q3 ended		Year to date		Q3 ended	Year to date
	30 Sept.		30 Sept.		30 Sept.	30 Sept.
2023	2023	2022	2022
	N 'million		N 'million		N 'million	N 'million

PROFIT/ (LOSS) FOR THE PERIOD

Other comprehensive income:

Items that may be subsequently reclassified to profit or loss

Net (losses)/gains on debt instruments at fair value through other comprehensive income

(780)

1

(166)

(853)

(77)

(128)

(195)

(182)

Total other comprehensive (loss)/ income for the period	(77)		(128)		(195)	(182)
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD
(857)	(127)	(361)	(1,035)
Total comprehensive income attributable to:
Owners of the parent	(857)	(127)	(361)	(1,035)
Non-controlling interests	-	-	-	-

	(857)	(127)	(361)	(1,035)
Total comprehensive income attributable to owners
of the parent arises from:
Continuing operations	(857)	(127)	(361)	(1,035)
Discontinued operations	-	-	-	-
	(857)	(127)		(361)	(1,035)

7

FBN Holdings Plc.

STATEMENT OF FINANCIAL POSITION
	Note
ASSETS
Cash and balances with central banks	15
Loans and advances to banks	17
Loans and advances to customers	18
Financial assets at fair value through profit or loss	19
Investment securities	20
Asset pledged as collateral	21
Other assets	22
Investment in associates	23
Investment in subsidiaries	24
Property and equipment	25
Intangible assets	26
Deferred tax assets	27
Assets held for sale	28.4
Total assets

GROUP				COMPANY
30 Sept.	31 Dec.			30 Sept.		31 Dec.
2023			2022	2023	2022
N 'million			N 'million			N 'million		N 'million
2,334,850			1,790,863	-	-
1,608,557			1,223,061	19,629	18,331
5,345,869			3,789,061	319	39
630,821			278,466	-	1,601
2,349,712			2,321,885	2,858	3,963
1,116,300			595,171	-	-
817,392			373,130	1,841	19,032
1,570			1,185	-	-
-			-	262,671	262,671
145,801			125,167	1,035	718
26,344			15,859	-	-
45,373			30,909	-	-
14,422,589			10,544,757	288,353	306,355
33,070			32,953	-	-
14,455,659			10,577,710	288,353	306,355

LIABILITIES
Deposits from banks	29
Deposits from customers	30
Financial liabilities at fair value through profit or loss	31
Current income tax liabilities	32
Other liabilities	33
Borrowings	34
Retirement benefit obligations	35
Deferred tax liabilities	27
Liabilities held for sale	28.3
Total liabilities
EQUITY
Share capital	36
Share premium	37
Retained earnings	37
Statutory reserve	37
Capital reserve	37
SME investment reserve	37
Fair value reserve	37
Regulatory risk reserve	37
Foreign currency translation reserve	37

Non-controlling interests

Total equity

Total equity and liabilities

1,212,919	1,055,254	-	-
9,252,314	7,124,086	-	-
104,527	38,384	-	-
50,701	27,901	20	29
1,536,466	652,554	17,350	17,269
914,822	675,440	-	-
7,212	5,699	-	-
1,062	868	-	-
13,080,023	9,580,186	17,370	17,298
1,783	1,783	-	-
13,081,806	9,581,969	17,370	17,298
17,948	17,948	17,948	17,948
233,392	233,392	233,392	233,392
608,729	397,709	21,445	39,391
160,545	156,553	-	-
-	-	10	10
6,076	6,076	-	-
95,023	98,060	(1,812)	(1,684)
21,993	20,224	-	-
216,347	53,667	-	-
1,360,053	983,629	270,983	289,057
13,800	12,112	-	-
1,373,853		995,741		270,983		289,057
14,455,659	10,577,710	288,353	306,355

The unaudited consolidated financial statements were approved by the Board of Directors on October 27, 2023 and signed on its behalf by:

NNAMDI OKONKWO		OYEWALE ARIYIBI
Group Managing Director		Executive Director
FRC/2014/ICA/00000006963		FRC/2013/ICAN/00000001251

8

FBN Holdings Plc.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to equity holders of the parent

									Foreign
						SME		Regulatory	currency		Non-
	Share	Share	Retained	Capital	Statutory	investment	Fair value	risk	translation		controlling	Total
	capital	premium	earnings	reserve	reserve	reserve	reserve	reserve	reserve	Total	interest	equity
	N 'million	N 'million	N 'million	N 'million	N 'million	N 'million	N 'million	N 'million	N 'million	N 'million	N 'million	N 'million
Balance at January 1, 2022	17,948	233,392	311,877	1,223	135,372	6,076	87,964	3,240	72,359	869,451	10,405	879,856
Profit for the period	-	-	90,083	-	-	-	-	-	-	90,083	1,119	91,202
Other comprehensive income
Foreign currency translation differences, net of tax	-	-	-	-	-	-	-	-	(35,137)	(35,137)	-	(35,137)
Fair value changes on financial assets at FVOCI	-	-	-	-	-	-	(29,973)	-	-	(29,973)	-	(29,973)
Total comprehensive income	-	-	90,083	-	-	-	(29,973)	-	(35,137)	24,973	1,119	26,092
Transactions with owners
Dividend paid	-	-	(12,563)	-	-	-	-	-	-	(12,563)	-	(12,563)
Reclassificatio adjustment	-	-	228	-	-	-	(228)	-	-	-	-	-
Transfer between reserves	-	-	(1,507)	-	1,802	-	-	(295)	-	-	-	-
Total transactions with Owners	-	-	(13,842)	-	1,802	-	(228)	(295)	-	(12,563)	-	(12,563)
At September 30, 2022	17,948	233,392	388,118	1,223	137,174	6,076	57,763	2,945	37,222	881,861	11,524	893,385
Balance at January 1, 2023	17,948	233,392	397,709	-	156,553	6,076	98,060	20,224	53,667	983,629	12,112	995,741
Profit for the period	-	-	234,728	-	-	-	-	-	-	234,728	1,688	236,416
Other comprehensive income
Foreign currency translation differences, net of tax	-	-	-	-	-	-	-	-	162,680	162,680	-	162,680
Fair value changes on financial assets at FVOCI	-	-	-	-	-	-	(3,037)	-	-	(3,037)	-	(3,037)
Total comprehensive income	-	-	234,728		-	-	(3,037)	-	162,680	394,371	1,688	396,059
Transactions with owners
Dividend paid	-	-	(17,947)	-	-	-	-	-	-	(17,947)	-	(17,947)
Transfer between reserves	-	-	(5,761)	-	3,992	-	-	1,769	-	-		-
Total transactions with Owners	-	-	(23,708)	-	3,992	-	-	1,769	-	(17,947)	-	(17,947)
At September 30, 2023	17,948	233,392	608,729	-	160,545	6,076	95,023	21,993	216,347	1,360,053	13,800	1,373,853

9