FIDELITY BANK : QUARTER 5 - FINANCIAL STATEMENT FOR 2022

FIDELITY BANK PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

31 DECEMBER 2022

FIDELITY BANK PLC

Annual Report and Financial Statements

For the year ended 31 December 2022

Table of contents

Note	Contents	Page	Note		Page
	Directors' report	1	20	Restricted balance with CBN	116
	Statement of directors' responsibilities in relation to the
	preparation of the financial statements	11	21	Impairment allowance for due from banks	117
	Corporate governance report	13	22	Loans and advances to customers	119
	Independent auditors' report	39	23	Derivative financial instrument	124
	Statement of Profit or Loss and Other Comprehensive
	Income	43	24	Investment Securities	125
	Statement of Financial Position	44	25	Property, Plant and Equipment	130
	Statement of Changes in Equity	45	26	Right of use assets	131
	Statement of Cash Flows	46	27	Intangible assets	131
	Notes to the Financial Statements		28	Deferred taxation	132
1	Corporate information	47	29	Other assets	133
2	Summary of significant accounting policies	47	30	Deposit from customers	134
3	Financial risk management and fair value measurement
	and disclosure	69	31	Other liabilities	134
4	Capital management	102	32	Provisions	137
5	Segment analysis	105	33	Debts issued and Other borrowed funds	141
6	Interest and similar income	106	34	Share capital	142
7	Interest and similar expense	107	35	Other equity accounts	142
8	Credit loss expense	108	36	Cash flow from operations	143
9	Net fee and commission income	110	37	Contingent liabilities and commitments	144
11	Other operating income	111	38	Related party transactions	145
12	Net (losses)/gains from financial instruments classified
	as held for trading through profit and loss	112	39	Employees	148
13	Personnel expenses	112	40	Directors' emoluments	148
14	Depreciation and amortisation	112	41	Compliance with banking regulations	149
15	Other operating expenses	113	42	Gender diversity	150
16	Taxation	114	43	Statement of prudential adjustments	150
17	Net reclassification adjustments for realised net (gains)/
	losses	115	44	Maturity analysis of assets and liabilities	151
18	Earnings per share	115	45	Reclassification	152
19	Cash and balances with central bank	115	46	Restatement	152
			47	Events after the reporting year	153
				Value added Statement	154
				Five-year financial summary	155

FIDELITY BANK PLC

Annual Report and Financial Statements

For the year ended 31 December 2022

Directors' Report

The Directors are pleased to submit their report on the affairs of Fidelity Bank Plc (the Bank), together with the financial statements and External Auditors report for the year ended 31 December 2022.

1 RESULTS

Highlights of the Bank's operating results for the year under review are as follows:

	31 December	31 December
	2022	2021
				Restated*
		N'million		N'million
Profit before income tax	53,677	25,215
Income tax expense		(6,953)		(2,111)
Profit after income tax	46,724	23,104
Earnings per share
Basic and diluted (in kobo)	161	80

DIVIDEND

The Board of Directors, pursuant to the provisions of Section 379 of the Companies and Allied Matters Act (CAMA) 2020, propose a final dividend of N0.40 per share (31 December 2021: N0.35 per share) for the 2022 financial year. The proposed final dividend of N0.40 per share and interim dividend of N0.10 per share paid on September 22, 2022, brings the total dividend for 2022 to N0.50 per Ordinary Share to be paid from the retained earnings account as at 31 December 2022.

The proposed dividend will be presented for shareholders approval at the Bank's 35th Annual General Meeting. If approved, the proposed dividend will be paid net of withholding tax at the applicable tax rate.

1. LEGAL FORM
   The Bank was incorporated on 19 November 1987 as a private limited liability company in Nigeria. It obtained a merchant banking license on 31 December 1987 and commenced banking operations on 3 June 1988. The Bank converted to a commercial bank on 16 July 1999 and re-registered as a public limited company on 10
   August 1999. The Bank's shares were listed on the floor of the Nigerian Stock Exchange (now Nigerian Exchange
   Group) on 17 May 2005.
2. PRINCIPAL BUSINESS ACTIVITIES
   The principal activity of the Bank continues to be the provision of banking and other financial services to corporate and individual customers from its Headquarters in Lagos and 250 business offices. These services include retail banking, granting of loans and advances, equipment leasing, collection of deposits and money market activities.

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FIDELITY BANK PLC

Annual Report and Financial Statements

For the year ended 31 December 2022

Directors' Report

4 BENEFICIAL OWNERSHIP

The Bank's shares are held largely by Nigerian citizens and corporations.

5 SHARE CAPITAL

The range of shareholding as at December 31, 2022 is as follows

		No. of		Holders
Range		Holders	Holders%	Cum	Units	Units %
1	1,000	95,735	24.17%	95,735	79,948,613	0.28%
1,001	5,000	170,196	42.97%	265,931	467,868,524	1.62%
5,001	10,000	51,390	12.98%	317,321	421,701,407	1.46%
10,001	50,000	56,802	14.34%	374,123	1,349,218,621	4.66%
50,001	100,000	10,290	2.60%	384,413	800,373,462	2.76%
100,001	500,000	8,945	2.26%	393,358	1,937,116,027	6.69%
500,001	1,000,000	1,317	0.33%	394,675	974,565,268	3.36%
1,000,001	5,000,000	960	0.24%	395,635	1,979,819,555	6.84%
5,000,001	10,000,000	148	0.04%	395,783	1,113,034,270	3.84%
10,000,001	50,000,000	170	0.04%	395,953	3,331,368,684	11.50%
50,000,001	100,000,000	26	0.01%	395,979	1,866,668,496	6.45%
100,000,001	28,962,585,692	57	0.01%	396,036	14,640,902,765	50.55%
	GRAND TOTAL	396,036	100%		28,962,585,692	100%

Substantial interest in shares

The Bank's shares are widely held and according to the Register of Members, no single shareholder held up to 5% of the issued share capital of the Bank during the year ended 31 December 2022.

6 Changes on the Board and Directors Interest

1. Changes on the Board
   The following changes occurred on the Board after the 34th Annual General Meeting, which held on May 5, 2022:
2. 1. Pst. Kings Chukwu Akuma, Non-Executive Director retired from the Board on November 24, 2022 on completion of his tenure in accordance with the Bank's policy.
      The Board uses this medium to express its sincere appreciation to Pst. Kings Chukwu Akuma for his meritorious service to the Bank during his tenure on the Board.
   2. In compliance with the Bank's Board Succession Policy and the provisions of the Companies and Allied Matters Act 2020, the following Director was appointed to the Board after the 34th Annual General Meeting:
   3. Mrs. Pamela Shodipo was appointed as Executive Director, South Directorate. Her appointment was approved by the Central Bank of Nigeria on February 3, 2023. She will be presented to the shareholders for election at the 35th Annual General Meeting. The profile of the Director due for election at the 35th Annual General Meeting is contained in the Explanatory Notes to the
      2022 financial year annual report and the Bank's website.
3. Retirement By Rotation.
   In accordance with Article 95(1)(a) of the Articles of Association of the Bank which requires one-third (or the number closest to one- third) of the Non-Executive Directors to retire by rotation at each Annual General Meeting. The Directors due to retire by rotation at the 35th Annual General Meeting are Mrs. Amaka Onwughalu and Chief Nelson C. Nweke. Being eligible, they have offered themselves for re-election and will be presented for re-election at the 35th Annual General Meeting.
   The profile of the Directors due for re-election is contained in the Explanatory Notes to the 2022 financial year annual report and the
   Bank's website.
4. Directors And Their Interests
   The Directors who held office during the year ended 31 December 2022 together with their interest in the issued share capital of the
   Bank as recorded in the Register of Directors' Shareholding and as notified by the Directors for the purpose of Sections 301 and 302 of the Companies and Allied Matters Act (CAMA), 2020 and the listing requirements of the Nigerian Exchange Group (NGX) are detailed below:

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FIDELITY BANK PLC

Annual Report and Financial Statements

For the year ended 31 December 2022

Directors' Report

NAME OF DIRECTOR	STATUS	DIRECT	INDIRECT	TOTAL	DIRECT	INDIRECT	TOTAL
		Units	Units	Units	Units	Units	Units
Mr. Mustafa Chike-Obi	Chairman, Non-Executive Director	39,516,294	NIL	39,516,294	32,516,294	NIL	32,516,294
Alhaji Isa Inuwa	Independent Non-Executive Director	Nil	NIL	Nil	Nil	NIL	Nil
Engr. Henry Obih	Independent Non-Executive Director	Nil	NIL	Nil	Nil	NIL	Nil
Mr. Chidi Agbapu	Non-Executive Director	1,724,276	NIL	1,724,276	1,724,276	NIL	1,724,276
Chief Nelson C. Nweke	Non-Executive Director	71,847,773	NIL	71,847,773	44,974,358	NIL	44,974,358
Mr. Chinedu Okeke	Non-Executive Director	1,040,000	NIL	1,040,000	1,040,000	NIL	1,040,000
Mrs. Amaka Onwughalu	Non-Executive Director	4,404,700	NIL	4,404,700	4,404,700	NIL	4,404,700
Mrs. Ronke Bammeke	Independent Non-Executive Director	Nil	NIL	Nil	Nil	NIL	Nil
Pst. Kings C. Akuma	Non-Executive Director	1,149,675	NIL	1,149,675	1,149,675	NIL	1,149,675
Mrs. Nneka Onyeali-Ikpe	Managing Director/CEO	69,644,260	NIL	69,644,260	59,594,260	NIL	59,594,260
Mr. Hassan Imam	Executive Director	41,252,468	NIL	41,252,468	41,252,468	NIL	41,252,468
Mr. Kevin Ugwuoke	Executive Director	39,123,921	NIL	39,123,921	39,123,921	NIL	39,123,921
Dr. Ken Opara	Executive Director	32,192,832	NIL	32,192,832	32,192,832	NIL	32,192,832
Mr. Stanley Amuchie	Executive Director	3,000,000	NIL	3,000,000	NIL	NIL	NIL

*Pst. Kings C. Akuma retired on November 24, 2022

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