FBN : QUARTER 5 FINANCIAL STATEMENT FOR 2023

FBN Holdings Plc.

Separate and Consolidated Financial Statements for the year ended 31 December 2023

FBN Holdings Plc.

Index to the separate and consolidated financial statements for the year ended 31 December 2023

Note		Page	Note		Page
	Directors and advisors	1	6	Segment information	115
	Director's report	2	7	Interest income	116
	Corporate Governance Report	9	8	Interest expense	116
	Responsibility for annual financial statements	36	9	Impairment charge for credit losses	117
	Statement of corporate responsibilities	37	10a	Fee and commission income
	Statement of compliance with NSE listing rule on Securities	38			117
	Trading Policy	10b	Fee and commission expense
	Report of the Audit Committee	39	11	Foreign exchange income	117
	Report of the Independent Auditors	40	12	Net gains/(losses) on sale of investment securities	117
	Separate and consolidated statement of profit or loss	46	13	Net (losses)/gains from financial instruments at FVTPL	117
	Separate and consolidated statement of comprehensive	47	14	Dividend income	118
	income
	Separate and consolidated statement of financial position	48	15	Other operating income	118
	Separate statement of changes in equity	49	16	Personnel expenses	118
	Consolidated statement of changes in equity	50	17	Other operating expenses	119
	Separate and Consolidated statement of cash flows	51	18	Taxation - income tax expense and liability	120
	Notes to the separate and consolidated financial statements		19	Cash and balances with central banks	120
1	General information	52	20	Cash and cash equivalents	120
2	Basis of Accounting	52	21	Loans and advances to banks	121
2.1	Basis of measurement	52	22	Loans and advances to customers
		52	23	Financial assets and liabilities at fair value through profit or	124
2.2	Changes in material accounting policy and dislosures		loss
		125
2.3	Material accounting policies	54	24	Investment securities
2.4	Segment reporting	55	25	Asset pledged as collateral	127
2.5	Common control transactions	55	26	Other assets	127
2.6	Foreign currency translation	56	27	Investment in associates	128
2.7	Income taxation	57	28	Investment in subsidiaries	128
2.8	Inventories	59	29	Asset Held for Sale: Discontinued operations	132
2.9	Repossessed collateral	59	30	Property and equipment	133
2.10	Financial assets and liabilities	59	31	Intangible assets	137
2.11	Revenue recognition	65	32	Deferred tax assets and liabilities	137
2.12	Impairment of non-financial assets	67	33	Deposits from banks	138
2.13	Discontinued operations	67	34	Deposits from customers	139
2.14	Collateral	68	35	Other liabilities
2.15	Leases	68	36	Borrowings	141
2.16	Property and equipment	70	37	Retirement benefit obligations	142
2.17	Intangible assets	70	38	Share capital	145
2.18	Cash and cash equivalents	71	39	Share premium and reserves
2.19	Employee benefits	71	40	Non-controlling interests
2.20	Provisions	72	41	Cashflow workings	146
2.21	Fiduciary activities	72	42	Commitments and contingencies	148
2.22	Issued debt and equity securities	73	43	Offsetting financial assets and financial liabilities	149
2.23	Share capital	73	44	Related party transactions	150
2.24	Financial guarantees	74	45	Directors' emoluments
3	Financial risk management	75	46	Compliance with regulations
3.1	Introduction and overview		47	Events after statement of financial position date	151
3.2	Credit risk		48	Dividends per share
3.3	Liquidity risk		49	Earnings per share
3.4	Market risk		50	Non-audit service
3.5	Equity risk		51	Comparative

3.6 Fair value of financial assets and liabilities

4	Capital management	110	Other National Disclosures and Other Information
5	Significant accounting judgements, estimates and	111	Statement of value added	153
	assumptions
			Five year financial summary	156

FBN Holdings Plc.
DIRECTORS AND ADVISORS
DIRECTORS
Olufemi Otedola, CON	Non-Executive Director (Group Chairman)
Nnamdi Okonkwo	Group Managing Director
Oyewale Ariyibi	Executive Director
Abiodun Oluwole Fatade	Non-Executive Director
Alimi Abdul-Razaq	Non-Executive Director
Peter Aliogo	Non-Executive Director
Kofo Dosekun	Non-Executive Director
Julius B. Omodayo-Owotuga	Non-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
	10 Keffi Street, Ikoyi
	Lagos
TAX IDENTIFICATION NUMBER:	15562790-0001
RC NUMBER:	916455

FBN Holdings Plc

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report on the affairs of FBN Holdings Plc and its subsidiaries ('the Group'), together with the separate and concolidated financial statements and auditors' report for the year ended 31 December 2023.

1. Legal Form
   The Company was incorporated as a private limited liability company in Nigeria in 2010 and was converted to a public company in September 2012, when it commenced operations. The Company's shares were listed on the floor of the Nigerian Exchange Limited (formerly known as the Nigerian Stock Exchange) on 26 November 2012, after the shares of the erstwhile First Bank of Nigeria Plc were delisted on 23 November 2012.
2. Principal Activity and Business Review
   The Company's principal activity is raising and allocating capital and resources. The Company is responsible for managing shareholders, coordinating Group-wide financial reporting to shareholders, investors and external relations with the Group. It also develops and coordinates the implementation of the Group's strategies.
   The Company has six direct subsidiaries, namely: First Bank of Nigeria Limited, FBNQuest Merchant Bank Limited, FBNQuest Capital Limited, FBNQuest Trustees Limited, FBN Insurance Brokers Limited, Rainbow Town Development Limited; and indirect subsidiaries, namely: FBNBank (UK) Limited, FBNBank DR Congo Limited, FBNBank Ghana Limited, FBNBank Sierra Leone Limited, FBNBank Guinea Limited, FBNBank Gambia Limited, FBNBank Senegal Limited, First Pension Custodian Nigeria Limited, FBNQuest Asset Management Limited, FBNQuest Securities Limited, FBNQuest Funds Limited, FBNQuest Capital Partners Limited, FBNQuest Property Ventures Limited and FBN Ivory Nigeria Limited.
   The financial results of all the subsidiaries have been consolidated in these financial statements.
3. Operating Results
   Highlights of the Group's operating results for the year are as follows:

FBN Holdings Plc

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

	Group		Company
	Dec. 2023	Dec. 2022	Dec. 2023	Dec. 2022
	N 'million	N 'million	N 'million	N 'million
Gross earnings	1,595,255	815,166	21,020	24,285
Profit before minimum tax	358,875	157,902	15,192	19,483
Minimum tax	(8,282)	(3,362)	(21)	(22)
Profit after minimum tax	350,593	154,540	15,171	19,461
Income tax expense	(40,111)	(18,229)	(1)	(1)
Profit for the year from continuing
operations	310,482	136,311	15,170	19,460
Loss for the year from discontinuing
operations	(112)	(138)	-	-
Profit for the year	310,370	136,173	15,170	19,460
Profit attributable to:
Non-controlling interests	2,167	1,770	-	-
Equity holders of the parent entity	308,203	134,403	15,170	19,460
	310,370	136,173	15,170	19,460
Earnings per share (in Kobo):
Basic	859	375	42	54
Diluted	859	375	42	54

1. Dividend
   The Board of Directors, pursuant to the powers vested in it by the provisions of Section 426 of the Companies and Allied Matters Act (CAMA) 2020, has recommended a dividend of 40 kobo per ordinary share of 50 kobo each, amounting to N14,358,117,116.40 (2022: N17,947,646,398) (Fourteen Billion, Three Hundred and Fifty-Eight Million, One Hundred and Seventeen Thousand, One Hundred and Sixteen naira, Forty Kobo only). Withholding tax will be deducted at the time of payment.
2. Directors' Shareholding
   The direct and indirect interests of Directors in the issued share capital of the Company as at 31 December 2023, as recorded in the register of Directors' shareholding and/or as notified by the Directors for the purposes of Sections 301 and 302 of CAMA 2020 and the listing requirements of the Nigerian Exchange Limited, are noted as follows:

FBN Holdings Plc

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

	Dec. 2023		Dec. 2022
	Direct	Indirect	Direct	Indirect
Ahmad Abdullahi*	-	-	-	-
Olufemi Otedola**	40,033,982	1,989,342,376	10,000,000	1,989,342,376
Kofoworola Dosekun	-	-	-	-
Sir Peter Aliogo	-	-	-	-
Ahmed Modibbo***	-	-	-	-
Khalifa Imam***	-	-	-	-
Dr. Abiodun Fatade	-	-	-	-
Dr. Alimi Abdul-Razaq	-	-	-	-
Dr. Adesola Adeduntan****	18,871,689	-	18,871,689	-
Julius B. Omodayo Owotuga	-	-	-	-
Nnamdi Okonkwo	9,019,300	-	9,019,300	-
Oyewale Ariyibi	4,008,850	-	4,008,850	-

*Resigned effective 31 January 2024 **Appointed effective 15 August 2024 ***Resigned effective 31 March 2024 ****Resigned effective 19 April 2024

1. Shareholding Analysis
   The analysis of the distribution of the shares of the Company as at 31 December 2023 is as follows:

	Range	No. of Holders	% Holders	Units	% Units
1	-	1,000	295,871	24.880	213,489,520	0.59
1,001	-	5,000	489,679	41.170	1,176,142,002	3.28
5,001	-	10,000	168,285	14.150	1,156,542,930	3.22
10,001	-	50,000	198,034	16.650	4,003,958,599	11.15
50,001	-	100,000	19,434	1.630	1,352,633,660	3.77
100,001	-	500,000	15,007	1.260	2,940,600,079	8.19
500,001	-	1,000,000	1,618	0.140	1,127,222,252	3.14
1,000,001	-	5,000,000	1,178	0.100	2,164,123,468	6.03
5,000,001	-	10,000,000	126	0.010	882,581,316	2.46
10,000,001	-	50,000,000	95	0.010	1,920,377,743	5.35
50,000,001	-	100,000,000	15	-	977,599,366	2.72
100,000,001	-	35,895,292,791	34	-	17,980,021,856	50.09
			1,189,376	100	35,895,292,791	100

FBN Holdings Plc

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

The analysis of the distribution of the shares of the Company as at 31 December 2022 is as follows:

	Range	No. of Holders	% Holders	Units	% Units
1	-	1,000	294,687.00	24.71	213,312,468	0.59
1,001	-	5,000	490,405.00	41.12	1,178,372,372	3.28
5,001	-	10,000	169,006.00	14.17	1,161,744,179	3.24
10,001	-	50,000	199,797.00	16.75	4,045,666,716	11.27
50,001	-	100,000	19,790.00	1.66	1,376,363,375	3.83
100,001	-	500,000	15,506.00	1.30	3,046,560,699	8.49
500,001	-	1,000,000	1,709.00	0.14	1,192,042,050	3.32
1,000,001	-	5,000,000	1,306.00	0.11	2,437,534,148	6.79
5,000,001	-	10,000,000	144.00	0.01	1,039,043,492	2.89
10,000,001	-	50,000,000	137.00	0.01	2,983,392,322	8.31
50,000,001	-	100,000,000	27.00	-	1,844,324,598	5.14
100,000,001	-	35,895,292,791	43.00	-	15,376,936,372	42.84
			1,192,557	100	35,895,292,791	100
Shareholder Analysis as at 31 December 2023
Breakdown of Shareholders By Types					Dec-23
Retail								49.60%
Domestic institutional						48.43%
Foreign institutional						1.55%
Government related holdings						0.42%
Total								100.00%
Geographical Breakdown of shareholders					Dec-23
Nigeria								98.45%
UK/Ireland								0.63%
North America							0.61%
Rest of Africa							0.20%
Continental Europe						0.11%
Total								100.00%

1. Substantial Interest in Shares
   According to the Register of Members as at 31 December 2023, the detail of the substantial shareholder is noted as follows:

Name	Status	Units	% Units
Femi Otedola	Direct Holding	40,033,982	0.11
Femi Otedola
(Calvados Global Services Limited)	Indirect Holding	1,989,342,376	5.54
Barbican Capital Limited	Direct Holding	3,110,400,619*	8.67
*As verified by the Central Bank of Nigeria

FBN Holdings Plc

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

1. Directors' Interests in Contracts
   For Section 303 of the Companies and Allied Matters Act 2020, none of the Directors had a direct or indirect interest in contracts or proposed contracts with the Company during the year.
2. Donation and Charitable Gifts
   The Company renovated, furnished and equipped the library of Okun Ajah Secondary School with a total sum of N4,000,000 during the year ended 31 December 2023 (Dec. 2022: Nil).
   In addition, the subsidiaries of the Company, as operating entities, made donations to various worthy causes.
3. Property and Equipment
   Information relating to changes in property and equipment is given in Note 30 to the Accounts. In the Directors' opinion, the fair value of the Group's property and equipment is not less than the carrying value in the financial statements.
4. Post Balance Sheet Events
   There are no events after the reporting date which could have had a material effect on the financial position of the Group as at 31 December 2023 and the profit attributable to equity holders for the year ended as at that date.
5. Human Resources Policy
   Recruitment
   The Company conforms to all regulatory requirements in staff employment while ensuring that only fit and proper persons are approved for appointment to the Board or top Management positions. All prescribed pre-employment screening for prospective employees and other regulatory confirmations for top Management appointments are duly implemented and obtained as required.
   Employment of Persons With Disabilities
   FBNHoldings is an equal opportunity employer and does not discriminate based on race, religion, disability, ethnicity, or other non-merit factors. We provide all our employees with the right environment to reach their career goals and attain their highest potential.
   Employee Involvement and Training
   The Company encourages employee participation in decision-making and provides opportunities such as town hall meetings for employees to deliberate and make inputs to decisions therein. The Company places a high premium on the development of its workforce. Consequently, the Company sponsored its employees for various training courses in the year under review.

FBN Holdings Plc

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

Health, Safety and Welfare at Work

The Company maintains business premises designed to guarantee safe and healthy working conditions for its employees. Employees are adequately insured against occupational and other hazards. Since the outbreak of the COVID-19 pandemic, emergency preparedness and response to protocols were strengthened under the steering of the Incident Management Team. Remote work was also sustained to enable employees leverage technology while working remotely.

The Company provides comprehensive health insurance coverage for staff and their immediate family members. Fire prevention and fire-fighting equipment are installed in strategic locations within the Company premises.

The Company operates a Group Life and Group Personal Accident (formerly known as Workmen's Compensation) Insurance cover and makes Employee Compensation Act contributions for the benefit of its employees. It also operates a contributory pension plan in line with the Pension Reform Act of 2004 (amended in 2014).

Gender Analysis

The number of men and women employed by FBNHoldings as at 31 December 2023 and as a percentage of the total workforce is as follows:

	Male	Female	Male			Female
	Number			%
Employees	29	12	71		29

The same gender analysis, in terms of Board and Top Management as at 31 December 2023, is as follows:

	Board		Top Management (AGM - GM)
Male	11		5
Female	1		1
Total Number	12		6
	Percentage (%)
Male	91		9
Female	83		17

FBN Holdings Plc

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

1. Auditors
   Messrs. KPMG Professional Services, having satisfied the relevant corporate rules on their tenure in office have indicated their willingness to continue in office. In accordance with section 401 (2) of the Companies and Allied Matters Act 2020 (CAMA 2020) and section 20.2 of the Nigerian Code of Corporate Governance 2018, therefore, the auditor will be reappointed at the next annual general meeting of the Company without any resolution being passed.
   Adewale L.O Arogundade Ag. Company Secretary FRC/2014/NBA/00000006810 April 25, 2024
   Lagos, Nigeria