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Sterling HoldCo Allots Shares in Oversubscribed Public Offer…

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… fully recapitalises two banking subsidiaries

Lagos, Nigeria: Sterling Financial Holdings Company Plc (“Sterling HoldCo” or “the Group”) has announced the commencement of the allotment process for its 2025 Public Offer of 12,581,000,000 ordinary shares of 50 kobo each at ₦7.00 per share.

This follows the earlier receipt of final approval from the Central Bank of Nigeria (CBN) and the recent clearance by the Securities & Exchange Commission.

The allotment process, which begins
immediately, marks the continuation of a disciplined, multi-year capital-raising programme that has positioned the Group as one of the fastest-growing financial institutions in the region.

The Public Offer, which opened on September 15, 2025, attracted strong participation from the investing public, with the Company receiving 18,280 applications for 16,839,524,401 ordinary shares valued at approximately ₦117.88 billion.

Following a thorough verification process, valid applications were received from 18,276 shareholders for a total of 13,812,239,000 ordinary shares. This represents a subscription level of 109.79% and reflects
sustained confidence in Sterling HoldCo’s strategic direction, governance, and long-term growth prospects.

In line with the guidelines set out in the offer prospectus, the Group confirmed that all valid applications will be allotted in full. Every investor who complied with the terms of the offer will receive all the shares for which they applied. A very small number of applications were not processed or were partially rejected due to non-compliance with the offer terms, including duplicate payments and failure to meet the minimum subscription requirement of 1,000 units or its multiples, as stipulated in the offer documents.

The Public Offer forms part of a broader capital-raising programme designed to enable Sterling HoldCo expand credit responsibly, accelerate innovation, and provide sustained support to businesses and households across Nigeria.

In addition to strengthening the
capital buffers of its banking subsidiaries, Sterling HoldCo will inject ₦10 billion into SterlingFI Wealth Management Limited, its asset management subsidiary, in line with the revised minimum capital requirements for Capital Market Operators issued by the SEC in January 2026.

The capital injection will support the commencement of full operations and contribute to the Group’s revenue diversification objectives.

The Group ensures a seamless post-offer process, with refunds for excess or rejected
applications, along with applicable interest, to be remitted via Real Time Gross Settlement or NIBSS Electronic Funds Transfer directly to the bank accounts detailed in the application forms.

These payments will be processed by the Registrars, Pace Registrars Limited, not later
than Tuesday, 17 February 2026.

Simultaneously, the electronic allotment of shares will be credited to successful shareholders’ accounts with the Central Securities Clearing System (CSCS) by the same date.

For applicants who do not currently have CSCS accounts, their allotted shares will be
temporarily held in a registrar-managed pool account pending the submission of their completed account opening documentation to Pace Registrars Limited, after which the shares will be transferred to their personal CSCS accounts.

The Offer attracted significant participation from a new generation of investors, with data from the application process showing that a substantial proportion of successful applicants were first-time shareholders in a financial services company. This broadening of the ownership base reflects growing retail investor belief in Sterling HoldCo’s vision and strengthens the Group’s connection to the communities it serves.

The allotment announcement follows a period of strong financial momentum for Sterling HoldCo. In its FY25 interim results, the Group reported a 99% increase in profit before tax, building on the 102% growth achieved in 2024. Gross earnings rose 46% to ₦476.5 billion, driven by growth across both interest and non-interest income streams, while total assets expanded to ₦3.92 trillion. Customer deposits grew by 18% to ₦2.98 trillion, and shareholders’
funds increased by 39% to ₦424.0 billion, reflecting sustained profitability and balance-sheet expansion.

The Group’s cost-to-income ratio improved to 63% from 72% in the prior year,
underscoring the scalability of the Group’s platforms and the resilience of its business model.

This performance is supported by a diversified financial services structure that spans multiple segments of the market. Its core businesses include Sterling Bank Limited, its conventional banking subsidiary; The Alternative Bank Limited, its non-interest banking arm; and SterlingFI
Wealth Management, which provides investment and wealth advisory services.

This diversified structure enables the Group to serve a broader customer base, reduce
concentration risk, and generate income across multiple revenue streams.

The recapitalisation of the Group’s core banking subsidiaries is already complete. Sterling Bank Limited and The Alternative Bank Limited are fully compliant with the CBN’s revised minimum capital requirements, having received final regulatory approvals in January 2026.

The Alternative Bank, in particular, has emerged as a national non-interest bank with aphysical network now surpassing 150 points, deploying capital to solve real-world
challenges through initiatives such as the Mata Zalla project, which trains women as electric tricycle drivers and mechanics, and an agricultural programme in Plateau State designed to secure economic futures.

These outcomes demonstrate that the capital raised is already being put to work in ways that create tangible impact.

Sterling Financial Holdings Company Plc warmly welcomes its new shareholders and thanks all investors for their participation.

With a strengthened capital base, increasing deposits, a diversified earnings mix, and residual capacity for further investment, the Group is wellpositioned to sustain growth across its subsidiaries, deploy capital responsibly, and support sustainable economic activity.

ABOUT STERLING FINANCIAL HOLDINGS COMPANY
Sterling Financial Holdings Company PLC (Sterling HoldCo) is a leading Nigerian financial services group committed to enriching lives through innovation and impact. Its diversified portfolio includes Sterling Bank Limited, The Alternative Bank Limited and SterlingFI Wealth Management among other businesses

As a holding company, Sterling provides strategic direction, governance, and shared capabilities across its subsidiaries, enabling each to focus on its core mandate while benefiting from group-wide expertise,
technology, and oversight.

With a heritage of trust built over six decades, Sterling HoldCo is committed to financial innovation, advancing inclusion, and shaping sustainable growth in Nigeria’s economy. The group continues to
champion customer-focused solutions and socially responsible initiatives while creating long-term value for shareholders, employees, and the communities it serves.

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Banking and Finance

Stewardship, Not Seizure: What the Union Bank Case Is Really About

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There is a particular genre of financial commentary that mistakes legal process fora factual verdict. A court delivers a first-instance ruling, procedural questions areraised, and before the ink is dry on the appeal filing, the narrative has alreadyhardened: the regulator overreached, investor confidence is shattered, andNigeria’s financial governance is on trial before the world. Much of thecommentary currently circulating about Union Bank of Nigeria belongs to thatgenre. It is not without merit on certain procedural questions. But it is, at its core,incomplete — and incompleteness in financial journalism carries costs that runwell beyond the column.The Acquisition That Started EverythingIn 2022, Titan Trust Bank Limited, then chaired by Mr Tunde Lemo, acquiredapproximately 94 per cent of Union Bank of Nigeria through two Dubai-registeredentities: Luxis International DMCC, promoted by Mr Rahul Savara, and MrCornelius Vink’s Magna International DMCC, both linked to the Tropical GeneralInvestments (TGI) Group. The US$300 million transaction was financedpredominantly through an Afreximbank facility. The CBN’s policy is unambiguous:borrowed funds may not be used to acquire shares in a licensed financialinstitution. That principle exists because debt-funded acquisitions hollow out thevery capital base they purport to build.That is precisely what happened. A forensic audit found that the Afreximbank loanwas ultimately reflected in Union Bank’s own books, with no hedgingarrangements against naira depreciation. As the currency weakened, revaluationlosses intensified, the capital adequacy ratio deteriorated into negative territory,non-performing loan exposure increased significantly, and a substantial capitalshortfall emerged. Critically, as stated in the Bank’s own Notice of Appeal, aspecial examination was conducted, and its findings were formally presented toformer Managing Director Mudassir Amray and the board then chaired by FaroukGumel, who were confronted with the institution’s grave financial condition andcontinuing regulatory infractions. The claim that the CBN acted without evidencebefore dissolving the board is, on the record, simply not accurate.The Legal PictureThe CBN acted under Section 34 of BOFIA 2020 and Section 52 of the CBN Act2007 — broad discretionary executive powers that do not require a specialexamination as a condition precedent. The Federal High Court’s characterisationof those powers as quasi-judicial is itself among the central questions now onappeal. Both the CBN and Union Bank have filed formal appeals. Union Bank’sown Notice of Appeal, filed the day after judgment on thirteen grounds and arguedby Olaniwun Ajayi LP, challenges the ruling on several fronts: that therespondents may never have had locus standi to sue in the first place, under therule in Foss v. Harbottle; that the application was filed nearly two years after theJanuary 2024 events, well outside the prescribed three-month limitation window;and that the CBN-supervised recapitalisation exercise, mandated under Section 9of BOFIA, cannot constitute evidence of bad faith. These are not technicalities.They are substantive questions of law that the Court of Appeal must nowdetermine. The Human Stakes and the Real QuestionBehind the legal arguments sit approximately 7.8 million depositors and around6,450 employees across 281 branches. Union Bank’s own affidavit describes it as asystemically important institution in a precarious financial situation, continuing torely on CBN forbearance for its existence — a frank admission that validates,rather than undermines, the case for intervention. Meanwhile, critics argue thedispute damages investor confidence. The wider evidence does not support thatconclusion. By April 2026, thirty-three Nigerian banks had raised N4.65 trillionunder the CBN’s recapitalisation framework — over ten times the 2004 to 2005consolidation figure. The Nigerian Exchange All-Share Index rose approximately29 per cent in the first quarter of 2026 alone. The market has read the CBN’sresolve as stability, not recklessness. Conflating this case with a systemicconfidence crisis runs the risk of misleading the very international investors thecommentary claims to be protecting.The structural vulnerability at the centre of this dispute originates not with theregulator but with an acquisition financed with borrowed funds, loaded onto theacquired institution’s balance sheet, and left unhedged against exchange-raterisk. When the CBN stepped in, it was doing what central banks everywhere areexpected to do. When Union Bank’s own legally constituted board subsequentlyfiled its own appeal, it was signalling what a properly constituted governancestructure recognises as being in the institution’s best interests. Nigeria’sappellate courts — not the court of commentary — are the appropriate arena forresolution.Union Bank of Nigeria is a 109-year-old institution serving nearly eight milliondepositors. It is not being dismantled. It is being stabilised under active regulatorysupervision, with operations intact and depositors protected. In the language ofinstitutional governance, that is called stewardship. The commentary thatmistakes it for anything else does the institution, its depositors, and Nigeria’sfinancial governance narrative a disservice that will outlast the headlines.*Bala Rabiu, writes from Kano

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Banking and Finance

Fidelity Bank Extends Food Bank Initiative to Thousands in Surulere

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Photo caption:L-R: Team Lead, Corporate Social Responsibility (CSR), Fidelity Bank Plc, Victoria Abuka; Personal Assistant to the President on Constituency Affairs, Hon. Khadijat Kareem Omotayo; Branch Leader, Adeola Odeku Branch, Fidelity Bank Plc, Ifeyinwa Asomugha; Surulere Local Government Executive, Anthonia Adenike Adjivon; and First Vice Chairman, Community Development Committee (CDC), Surulere Local Government, Adebayo Odukoya; during the Fidelity Food Bank outreach in Surulere, Lagos recently.

Leading financial institution, Fidelity Bank Plc, has reinforced its commitment to community welfare and sustainable development with the distribution of food packs to over 1,500 residents in Surulere, Lagos state.The outreach, executed under the Bank’s Fidelity Food Bank initiative, was carried out in partnership with the Office of the Personal Assistant to the President on Constituency Affairs and the Sodiq Abiodun Ogundare (SAO) Foundation.Speaking during the event, Regional Bank Head, Victoria Island/Lekki, Fidelity Bank Plc, Nnamdi Edekobi, represented by the Branch Leader, Adeola Odeku Branch, Fidelity Bank Plc, Ifeyinwa Asomugha, described the initiative as a reflection of Fidelity Bank’s unwavering dedication to improving the wellbeing of its host communities.“Today goes beyond the distribution of food items; it is about uplifting lives, creating opportunities, and strengthening our commitment to the wellbeing of families in this community.” he said.He disclosed that since inception, the initiative has distributed more than 150,000 food packs across Nigeria’s six geopolitical zones, positively impacting hundreds of communities nationwide. “Today’s outreach has provided over 1,500 beneficiaries with essential feeding supplies that will help address hunger, support healthy living, and improve the overall wellbeing of families. This initiative also aligns with the United Nations Sustainable Development Goal 2, which focuses on achieving Zero Hunger,” he added.Edekobi further commended the Personal Assistant to the President on Constituency Affairs, Hon. Khadijat Kareem Omotayo for supporting the initiative and fostering impactful partnerships that benefit underserved communities.Also speaking at the event, Hon. Khadijat Kareem Omotayo praised Fidelity Bank and the SAO Foundation for bringing meaningful support to residents of Surulere.“I am very happy that the foundation is growing. Fidelity Bank are our people and I appreciate this collaboration that has brought this massive opportunity to our people in Surulere Constituency 1,” she stated.She expressed optimism about sustaining future partnerships with the Bank to continue improving the lives and livelihoods of Nigerians.It would be recalled that the bank was recently recognized as the CSR Champion of the year at the 2025 Independent Newspaper Awards for its Food Bank initiative. The outreach to Surulere continues a legacy of impact, attracting community leaders, residents, and food bank partners, many of whom described the intervention as a timely boost amid prevailing economic challenges.Ranked among the best banks in Nigeria, Fidelity Bank Plc is a full-fledged Commercial Deposit Money Bank serving over 10 million customers through digital banking channels, its 255 business offices in Nigeria and United Kingdom subsidiary, FidBank UK Limited.The Bank is a recipient of multiple local and international Awards, including the 2024 Excellence in Digital Transformation & MSME Banking Award by BusinessDay Banks and Financial Institutions (BAFI) Awards; the 2024 Most Innovative Mobile Banking Application award for its Fidelity Mobile App by Global Business Outlook, and the 2024 Most Innovative Investment Banking Service Provider award by Global Brands Magazine. Additionally, the Bank was recognized as the Best Bank for SMEs in Nigeria by the Euromoney Awards for Excellence and as the Export Financing Bank of the Year by the BusinessDay Banks and Financial Institutions (BAFI) Awards.

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Banking and Finance

Sterling Financial Holdings Sustains Growth Momentum as Assets Cross ₦4 Trillion Mark in Q1, 2026

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…Group Profit rises 89% in FY2025, 53% in Q1 2026

Sterling Financial Holdings Company Plc (“Sterling Financial” or “theGroup”) has announced its audited financial results for the year ended December 31,2025, alongside its unaudited results for the first quarter ended March 31, 2026,delivering strong earnings growth, balance sheet expansion, and improved capitalstrength across the Group.According to statement by Group CFO, Sterling Financial Holdings Company PLC, Adebimpe Olambiwonnu, Gross Earnings for FY2025 increased by 44.4% to ₦486.8 billion, representing the strongest performance in the Group’s modern history. Profit Before Tax rose by 89.2% to ₦86.8 billion, while Profit After Tax increased by 74.8% to ₦76.3 billion.The Group’s balance sheet also strengthened significantly during the year. Total Assets reached ₦3.91 trillion, Customer Deposits grew to ₦2.98 trillion, and Loans and Advances closed at ₦1.41 trillion while Shareholders’ Funds expanded by 40.5% to ₦428.7 billion.Sterling Financial sustained this momentum into the first quarter of 2026, with TotalAssets crossing the ₦4 trillion threshold for the first time, reaching ₦4.07 trillion.Gross Earnings for Q1 2026 rose by 41.6% year-on-year to ₦134.8 billion, supported bya 36.8% increase in Net Interest Income to ₦64.9 billion.Operating income reached ₦93.4 billion during the quarter, while Profit Before Taxincreased by 52.8% to ₦27.9 billion and Profit After Tax rose to ₦23.4 billion.Shareholders’ Funds strengthened further to ₦542.5 billion following the successfulcompletion of the Group’s recapitalisation programme.Commenting on the Group’s performance, Yemi Odubiyi, Group Managing Directorof Sterling Financial Holdings Company Plc, said: “Our FY2025 and Q1 2026 results reflect continued growth across the Group’s core businesses, supported by disciplined execution, improved operating efficiency, and a strengthened capital position.The successful completion of our recapitalisation programme positions the Group for the next phase of growth across our commercial banking, non-interest banking, and wealth-management businesses. We remain focused on sustaining growth, strengthening our balance sheet and delivering long-term value across our diversified platform.”This period represents an important phase in Sterling Financial’s evolution, as thecontinued growth of Sterling Bank and The Alternative Bank, alongside the expansionof SterlingFI Wealth Management, positioned the Group to compete across multiple segments under a unified Group structure and shared strategic agenda.The Group enters the rest of 2026 with stronger capital, expanded operating capacity and continued momentum across its banking and wealth-management businesses.ABOUT STERLING FINANCIAL HOLDINGS COMPANYSterling Financial Holdings Company PLC (Sterling Financial) is a leading Nigerian financial services group committed to enriching lives through innovation and impact. It’s diversified portfolio includes Sterling Bank Limited, The Alternative Bank Limited and SterlingFI WealthManagement among other businesses.As a holding company, Sterling provides strategic direction, governance, and sharedcapabilities across its subsidiaries, enabling each to focus on its core mandate while benefiting from group-wide expertise, technology, and oversight.With a heritage of trust built over six decades, Sterling Financial is committed to financial innovation, advancing inclusion, and shaping sustainable growth in Nigeria’s economy. The group continues to champion customer-focused solutions and socially responsible initiatives while creating long-term value for shareholders, employees and the communities it serves.

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