Sterling Financial commences share capital reconstruction

…total shareholders’ funds to remain unchanged

Sterling Financial Holdings Company Plc (“Sterling Financial” or “the Group”) has commenced its approved share capital reconstruction, consolidating every ten existing ordinary shares into one new ordinary share. Following the expansion of its equity base and balance sheet, the exercise is designed to improve capital-structure efficiency, support strategic growth and strengthen the Group’s positioning with institutional and retail investors.

Sterling Financial enters this phase following a first half in which profit after tax grew 20.4 percent to ₦50.3 billion on gross earnings of ₦279.6 billion. Total assets reached ₦4.67 trillion, while shareholders’ funds increased 27.8 percent to ₦547.7 billion, supported by the Group’s capital raise. The reconstruction forms part of its approach to optimising its share structure as it pursues sustainable earnings growth and stronger returns.

To implement the exercise, trading in the Group’s shares on the Nigerian Exchange Limited (NGX) was temporarily suspended on Wednesday, 23 September 2026. The announced suspension period runs for up to ten working days, through Wednesday, 7 October 2026, allowing the Central Securities Clearing System Plc (CSCS) and Pace Registrars Limited to reconcile holdings and update the shareholder register. Resumption of trading will be communicated following completion and confirmation by NGX. Services across the Group’s subsidiaries – Sterling Bank, The Alternative Bank, and SterlingFI Wealth Management – continue as usual.

Sterling Financial expects the revised share structure to support more efficient price formation and strengthen its appeal to institutional and retail investors. Alongside consistently adjusted financial disclosures, the reconstruction is intended to make per-share performance easier to assess across reporting periods and support sharper comparisons with relevant sector peers.

A higher per-unit reference price also forms part of the Group’s intended positioning for a valuation that more fully reflects its earnings capacity, capital strength and growth prospects. Sustained valuation improvement will depend on operating performance, returns on capital, investor demand and market conditions. The proportional price adjustment itself does not increase the economic value of the business.

Shareholders approved the reconstruction at the Annual General Meeting on 9 June 2026. The requisite regulatory no-objections have been obtained and an order of the Federal High Court, dated 22 September 2026, confirmed the share reduction exercise.

Under the approved structure, issued ordinary shares will reduce from 68,502,331,708 to 6,850,233,171, each retaining a nominal value of 50 kobo. Issued share capital will consequently reduce from approximately ₦34.25 billion to ₦3.43 billion, with approximately ₦30.83 billion transferred to a Share Reconstruction Reserve. This reclassification leaves total shareholders’ funds unchanged. It does not constitute a fresh capital raise or a cash distribution.

For individual shareholders, every 10,000 existing shares will become 1,000 reconstructed shares, with a corresponding tenfold adjustment to the reference price. This preserves the calculated holding value at the point of adjustment. Actual trading prices may rise or fall when trading resumes.

Voting and economic interests will continue in proportion to reconstructed holdings, subject to the approved treatment of fractional entitlements. Where a holding does not divide evenly by ten, whole shares will be credited and the remaining fractional entitlement aggregated with other fractions for sale. Net proceeds from the sale will be distributed proportionately to affected shareholders.

Accrued dividend entitlements remain intact. Future dividends, when declared, will be calculated on the reconstructed share base. The reconstruction does not itself determine the amount of any future dividend.

Conversion of eligible holdings is automatic and requires no application or payment. Shareholders with valid CSCS account and stockbroker details will have their reconstructed shares credited electronically without further action. Holders of physical certificates should contact Pace Registrars and a licensed stockbroker for assistance in converting their holdings into electronic form and supplying the required account details.

CSCS maintains electronic securities records, while a Clearing House Number (CHN) identifies an investor within that system. Holdings without valid CSCS account details will remain with Pace Registrars under a non-tradeable Registrar Identification Number pending completion of the required process. Shareholders whose records are outdated or incomplete should contact the registrar to update them.

Investors with transactions awaiting settlement around the suspension should confirm with their stockbroker and the registrar how the approved record date and settlement cut-off apply to their holdings. Once adjustments are completed, shareholders should check their revised balances through their stockbroker, CSCS or Pace Registrars and report any missing or incorrect balance promptly for reconciliation. Details of fractional entitlement proceeds, and payment arrangements will also be available from the registrar.

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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.