`

FIDELITY BANK PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Table of contents

Note

Contents

Page

Note

Page

Directors' report

2

19

Cash and cash equivalents

118

Statement of directors' responsibilities in relation to the

preparation of the financial statements

12

20

Restricted balances with central bank

121

Statutory audit committee's report

13

21

Goodwill

121

Statement Of Corporate Responsibility For The Preparation

Of The Financial Statements

14

22

Loans and advances to customers

121

Corporate governance report

15

23

Derivative financial instrument

128

Independent auditor's report

40

24

Investment Securities

128

Consolidated and Separate Statement of Profit or Loss and

Other Comprehensive Income

45

25

Property, Plant and Equipment

135

Consolidated and Separate Statement of Financial Position

46

26

Right of Use Asset

137

Consolidated and Separate Statement of Changes in Equity

47

27

Intangible assets

137

Consolidated and Separate Statement of Cash Flow

49

28

Deferred taxation

137

1

Notes to the Financial Statements

50

29

Other assets

138

2

Corporate information

50

30

Deposit from customers

139

2

Summary of significant accounting policies

50

31

Other liabilities

139

Financial risk management and fair value measurement

3

and disclosure

75

32

Provisions

141

4

Capital management

107

33

Debts issued and Other borrowed funds

145

5

Segment analysis

108

34

Share capital

145

6

Interest and similar income

111

35

Other equity accounts

145

7

Interest and similar expense

111

36

Cash flow from operations

147

8

Credit loss expense

111

37

Contingent liabilities and commitments

149

9

Net fee and commission income

113

38

Related party transactions

150

10

Derecognition loss on financial asset

115

39

Employees

153

11

Other operating income

115

40

Directors' emoluments

153

Net gains/(losses) from financial instruments classified as

12

held for trading through profit and loss

115

41

Compliance with banking regulations

154

13

Personnel expenses

116

42

Gender diversity

155

14

Depreciation and amortisation

116

43

Statement of prudential adjustments

155

15

Other operating expenses

116

44

Maturity analysis of assets and liabilities

156

16

Taxation

117

47

Events after the reporting period

158

Net reclassification adjustments for realised net gains/

17

(losses)

118

Value Added Statement

159

18

Earnings per share

118

Five-year financial summary

161

2

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report

The Directors of Fidelity Bank Plc (the Bank/Company) are pleased to submit their report on the affairs of the Bank and its subsidiary (the Group), together with the Group Audited Financial Statements and External Auditor's Report for the financial year ended 31 December 2023.

1 RESULTS

Highlights of the Group's operating results for the financial year ended December 31, 2023 are as follows:

`

Group

Group

Bank

Bank

31 December

31 December

31 December

31 December

2023

2022

2023

2022

N'million

N'million

N'million

N'million

Profit before income tax

124,260

53,677

124,338

53,677

Income tax expense

(24,806)

(6,953)

(24,806)

(6,953)

Profit after income tax

99,454

46,724

99,532

46,724

Earnings per share

Basic and diluted (in kobo)

311

161

311

161

DIVIDEND

The Board of Directors of the Group, pursuant to the provisions of Section 379 of the Companies and Allied Matters Act (CAMA) 2020, propose a final dividend of N0.60k per share (31 December 2022: N0.50k per share) for the 2023 financial year. The proposed final dividend of N0.60k per share and interim dividend of N0.25k per share paid on September 22, 2023, brings the total dividend for 2023 to N0.85k per Ordinary Share to be paid from the retained earnings account as at 31 December 2023.

The proposed dividend will be presented for shareholders' approval at the Bank's 36th 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.
    The Bank has one wholly owned subsidiary, Fidelity Bank UK Limited (former Union Bank UK Plc) which was acquired in 2023. The financial result of the subsidiary has been consolidated into these financial statements.

2

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report- continued

For the year ended 31 December 2023

  1. BENEFICIAL OWNERSHIP
    The Bank's shares are held largely by Nigerian citizens and corporations.
  2. SHARE CAPITAL
    The range of shareholding as at December 31, 2023 is as follows:

No. of

Range

Holders

Holders%

Holders Cum

Units

Units %

1

1,000

96,457

24.29%

96,457

80,062,687

0.25%

1,001

5,000

170,140

42.85%

266,597

467,487,599

1.46%

5,001

10,000

51,326

12.93%

317,923

420,968,085

1.32%

10,001

50,000

56,866

14.32%

374,789

1,349,776,549

4.22%

50,001

100,000

10,391

2.62%

385,180

808,049,299

2.53%

100,001

500,000

9,120

2.30%

394,300

1,967,600,677

6.15%

500,001

1,000,000

1,365

0.34%

395,665

1,007,047,371

3.15%

1,000,001

5,000,000

1,006

0.25%

396,671

2,090,730,371

6.53%

5,000,001

10,000,000

141

0.04%

396,812

1,038,421,862

3.25%

10,000,001

50,000,000

160

0.04%

396,972

3,261,807,799

10.19%

50,000,001

100,000,000

27

0.01%

396,999

1,936,048,928

6.05%

100,000,001

32,000,000,000

53

0.01%

397,052

17,571,998,773

54.91%

GRAND TOTAL

397,052

100%

32,000,000,000

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 2023.

3

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report- continued

For the year ended 31 December 2023

6 Changes on the Board and Directors Interest

(a)Changes on the Board

The following change occurred on the Board after the 35th Annual General Meeting, which held on May 23, 2023.

Board Changes

1

Mr. Hassan Imam, former Executive Director North, retired from the Board with effect from January 10, 2024, sequel to his

appointment as the MD/CEO of another financial institution by the Central Bank of Nigeria.

The Board uses this medium to express its sincere appreciation to Mr. Hassan Imam for his meritorious service to the Bank spanning over twenty-six years including his tenure on the Board as an Executive Director.

(b)Directors Who Held Office During the Review Period:

The Directors who held office during the year ended 31 December 2023 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:

31 December 2023

31 December 2022

NAME OF

STATUS

DIRECT

INDIRECT

TOTAL

DIRECT

INDIRECT

TOTAL

DIRECTOR

Units

Units

Units

Units

Units

Units

Mr. Mustafa

Chairman, Non-

Executive

39,516,294

NIL

39,516,294

39,516,294

NIL

39,516,294

Chike-Obi

Director

Independent

Alhaji Isa Inuwa

Non-Executive

Nil

NIL

Nil

Nil

NIL

Nil

Director

Engr. Henry

Independent

Non-Executive

Nil

NIL

Nil

Nil

NIL

Nil

Obih

Director

Mr. Chidi

Non-Executive

1,724,276

NIL

1,724,276

1,724,276

NIL

1,724,276

Agbapu

Director

Chief Nelson C.

Non-Executive

71,847,773

NIL

71,847,773

71,847,773

NIL

71,847,773

Nweke

Director

Mr. Chinedu

Non-Executive

1,040,000

NIL

1,040,000

1,040,000

NIL

1,040,000

Okeke

Director

Mrs. Amaka

Non-Executive

4,404,700

NIL

4,404,700

4,404,700

NIL

4,404,700

Onwughalu

Director

Mrs. Ronke

Independent

Non-Executive

Nil

NIL

Nil

Nil

NIL

Nil

Bammeke

Director

Mrs. Nneka

Managing

69,644,260

NIL

69,644,260

69,644,260

NIL

69,644,260

Onyeali-Ikpe

Director/CEO

* Mr. Hassan

Executive

41,252,468

NIL

41,252,468

41,252,468

NIL

41,252,468

Imam

Director

Mr. Kevin

Executive

39,123,921

NIL

39,123,921

39,123,921

NIL

39,123,921

Ugwuoke

Director

Dr. Ken Opara

Executive

32,192,832

NIL

32,192,832

32,192,832

NIL

32,192,832

Director

Mr. Stanley

Executive

15,727,272

NIL

15,727,272

3,000,000

NIL

3,000,000

Amuchie

Director

Mrs. Pamela

Executive

12,727,272

NIL

12,727,272

NIL

NIL

NIL

Shodipo

Director

**Retired with effect from January 10, 2024.

4

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report- continued

Directors interest in Contracts:

The Directors' interests in related party transactions as stated in Note 38. to the financial statements were conducted at arm's length and disclosed to

the Board of Directors in compliance with Section 303 of the Companies and Allied Matters Act, 2020.

Disclosure on Directors' Remuneration

The disclosure on Directors' Remuneration is made pursuant to the Governance Codes and Regulations issued by the Central Bank of Nigeria, Nigerian Exchange Group, the Securities and Exchange Commission and the Financial Reporting Council of Nigeria.

The Bank has a formal Board Remuneration Policy, which is consistent with its size and scope of operations. The Policy focuses on ensuring sound corporate governance practices as well as sustained and long-term value creation for Shareholders. The policy aims to achieve the following amongst others:

a. Motivate the Directors to promote the right balance between short and long-term growth objectives of the Bank while maximizing Shareholders' returns.

  1. Enable the Bank attract and retain Directors with integrity, competence, experience and skills to execute the Bank's strategy;
  2. Promote compliance with global regulatory trends and governance requirements, with emphasis on long-term sustainability;
  3. Align individual rewards with the Bank's performance, the interests of Shareholders, and a prudent approach to risk management;
  4. Ensure that remuneration arrangements are equitable, transparent, well communicated, easily understood, aligned with the interest of Shareholders and adequately disclosed.
    Executive Directors' Remuneration:
    Executive remuneration at Fidelity Bank is structured to provide a solid basis for succession planning and to attract, retain and motivate the right caliber of staff to ensure achievement of the Bank's business objectives.
    The Board sets operational targets consisting of a number of Key Performance Indicators (KPIs) covering both financial and non-financial measures of performance for the Executives at the beginning of each year. Executive compensation is therefore tied to specific deliverables on a fixed pay basis. Fixed pay includes basic salary, transport, housing and other allowances.
    The Board Corporate Governance Committee (a Committee comprised of only Non-Executive Directors) makes recommendations to the Board on all matters relating to Directors' remuneration. The Executive Directors are not involved in decisions on their own remuneration. Please see the table below for the key elements of Executive Directors' remuneration arrangements:

5

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report- continued

Remuneration

element

Objective

Payment mode

Payment detail

Base Pay: This is a fixed pay (guaranteed cash) which is not dependent on performance. It comprises basic salary and all cash allowances paid to the Executive Director.

Reviewed every 2 years and

changes made on need basis

and market findings

Base Pay

· To attract and retain talent in a competitive

·

Monthly

market

Salaries for all roles are

determined with reference to

applicable relevant market

practices

Remuneration

Objective

Payment Mode

Programme Detail

Element

Performance Incentives: This represents the pay-at-risk i.e. pay contingent on the achievement of agreed key

performance indicators.

Performance incentives are

· To motivate and reward the delivery of

·

Annually

awarded based on the

annual goals at the Bank and individual levels

performance of the Bank and

individual directors

Performance

Executive Directors' annual

Incentive

·

Annually

performance incentives are

· Rewards contribution to the long-term

evaluated against the

performance of the Bank

performance metrics defined in

his/her approved individual

balanced scorecard/KPIs

Benefits and Perquisites: These are the non-monetary compensation provided to the Executive Directors such as official car, club and professional membership subscription.

• Actual items are

Benefits &

• Reflect market value of individuals and their

provided or the cash

Review periodically in line with

Perquisites

role within the Bank

equivalent for one

contract of employment

year is given.

*Review of the various remuneration elements means re-appraisal to ensure they are competitive and reflective of industry expectations. They do not necessarily refer to an increment or reduction in the value of the benefits

Non-Executive Directors Remuneration:

Non-Executive Directors' remuneration is structured to conform to prevailing regulations and is set at a level that is at par with market developments, reflects their qualifications, the contributions required and the extent of their responsibilities and liabilities.

Non-Executive Directors are paid an annual fee in addition to reimbursable expenses (travel and hotel expenses) incurred whilst executing their role as Board members, where not provided directly by the Bank. The annual fee is approved by Shareholders at the Annual General Meeting and is paid quarterly in arrears, with subsequent changes subject to Shareholders approval.

They also receive a sitting allowance for each meeting attended by them but do not receive any performance incentive payments.

Please see the table below for the key elements of Non-Executive Directors' remuneration arrangements:

6

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report - continued

Remuneration

Objective

Payment Mode

Programme

Element

Detail

•Reviewed every 2 years or as

· To attract individuals with relevant skills,

appropriate and changes made

Annual Fees

knowledge and experience.

· Quarterly

on need basis subject to

Shareholders' approval at the

Annual General Meeting.

•Reviewed every 2 years or as

Sitting

· To recognise the responsibilities of the Non-

appropriate and changes made

· Per meeting

on need basis subject to

Allowances

Executive Directors.

Shareholders' approval at the

Annual General Meeting.

· To encourage attendance and participation

at designated committees assigned to them.

  • Review of the various remuneration elements means the re-appraisal of the elements to ensure that they are competitive and reflective of industry expectations. They do not necessarily refer to an increment or reduction in the value of the benefits.

The Board periodically benchmarks its remuneration practices against peer organizations whose business profiles are similar to that of the Bank and makes changes as appropriate.

The remuneration paid to the Directors in the period 30 June 2023 is disclosed in Note 38 of the Financial Statements.

  1. EVENTS AFTER THE REPORTING PERIOD
    The Bank is on a strong growth trajectory and requires additional capital for increased profitability, expansion (domestic and international) and enhancement of its digital capabilities. See note 47
  2. PROPERTY, PLANT AND EQUIPMENT
    Information relating to property, plant and equipment is provided in Note 25 to the financial statements. In the Directors' opinion, the fair value of the
    Bank's properties is not less than the carrying value shown in the financial statements.
  3. DONATIONS AND CHARITABLE CONTRIBUTIONS
    Donations and gifts to charitable organizations during the year ended 31 December ,2023 amounted to N819,820,447.75 ( 31 December 2022 - N107,834,208.16). There were no donations to political organizations during the year. .
    The beneficiaries were:

7

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report - continued

REQUESTING/BENEFICIARY ORGANISATION

DONATION

AMOUNT (N)

1

Our Lady of Perpetual Help Catholic Church,

Donation of Household Items

6,015,700

2

Ornament Productions, Lagos

Sponsorship of the Witness Stage Play

5,000,000

3

Misnoory Foundation, Kano

Sponsorship of their Ramadan Feeding program

10,000,000

4

Unusual Praise, Lagos

Sponsorship of Unusual Entrepreneurs 2023

10,000,000

5

ICC Conference Sponsorship, Lagos

Sponsorship of the 7th ICC Conference

2,940,000

6

Healthy Heart Foundation, Lagos

Sponsorship of Heart Surgeries (Congenital Cardiac Problems) for

5,000,000

7

Nigerian Conservation Foundation, Lagos

Sponsorship of Walk for Nature Event

1,500,000

8

Our Lady of Perpetual Help Catholic Church,

Donation towards an Infrastructural project

5,000,000

9

Asma'u Dambatta Foundation, Kano

Donation of CSR Educational Materials

16,000,000

10

University of Jos, Plateau State

Renovation and donation of equipment of UNIJOS School

9,958,640

11

Nigerian Immigration Services, Lagos

Refurbishment of Jack Vehicle

1,666,250

12

Steam Empowerment Foundation (SEF), Lagos

Train a Girl Child initiative (Donation of computer systems, printer and

1,500,000

13

Onitolo Community Junior High School, Lagos

Donation of 100 School Bags, 100 water bottles, 100 exercise books

444,000

14

Owerri Girls Junior Secondary School, Owerri,

Renovation of JSS1 School Block and donation of food items

2,600,000

15

Holy Family Home for the Elderly, Lagos

Provision of care items for the elderly

1,141,758

16

Mary's Perpetual Help Foundation, Lagos

Provision of food items for an orphanage and beneficiaries

500,000

17

Ikenegbu Girls Secondary School, Owerri, Imo

Provision of equipment for biology, chemistry and physics lab

1,370,000

18

Nigerian Correctional Service

Medical Outreach

780,000

19

Classic FM, Lagos

Sponsoring a poetry competition for kids

200,000

20

Girls Senior Secondary Grammar School/Boys

Donation of 3 Giant Dustbins for Recycling

Senior Academy Obalende, Lagos

400,000

21

St Patrick's Speech and Language Center, Lagos

Donation of a N1m cheque and food items to the kids

1,284,000

22

Deprived Communities across the Country

Distribution of 24,000 Fidelity Food Bank Packs to communities in Dire

130,000,000

23

Lagos Business School, Lagos

Sponsorship of Alumni Association Presidential Dinner

2,000,000

24

Chartered Institute of Stock Brokers, Lagos

Sponsorship of the 2023 National Workshop of the Chartered Institute

15,000,000

25

Dr. Chinyere

Sponsorship of a Book Launch titled "The Future-Focused Female

500,000

26

Misnoory Foundation, Kano

Donation to five special needs Schools in Kano

20,000,000

27

Federal Govt Girls College (FCCG) Calabar, Old

Infrastructural project at FGGC, Calabar

2,000,000

28

Columbia African, New York, USA

Sponsorship of Columbia Africa Conference

11,380,000

29

Federal Govt Girls College (FCCG) Owerri, Old

Water project at FGGC, Owerri, Imo State

15,000,000

30

Nnokwa Progress Union, Anambra State

Security and water projects at Nnokwa Community

5,000,000

31

St Kevin Catholic Church, Ichida, Anambra

Support for community outreach

20,000,000

32

Christmas Outreach Initiative, Lagos

Support for Festive outreach

2,000,000

33

Anambra Anglican Fellowship, Lagos

Support for community development

1,000,000

34

Catholic Church of Transfiguration, Lagos

Community Development

1,000,000

35

Chartered Institute of Bankers of Nigeria

Sponsorship of Bankers Night Raffle draw

2,000,000

36

OKHMA Global Limited, Lagos

Sponsorship of Calabar carnival 2023

20,000,000

37

Holy Cross Cathedral, Lagos

Community Development

4,000,000

38

Ikoyi Club, Lagos

Sponsorship of the 48th Ikoyi Club Golf Ladies Open

5,000,000

39

Anambra Investment Summit, Anambra

Sponsorship of Anambra Investment Summit

20,000,000

40

Our Lady of Perpetual Help Catholic Church,

Community Development

3,500,000

41

Market Impact Church, Lagos

Sponsorship of Youth Empowerment Conference

3,901,000

42

Growthbow Solutions Ltd, Lagos

Sponsorship of AfroJazz Festival

2,000,000

43

Army Children's Model Primary School, Port

Donation of 160 School Bags, 160 water bottles, 200 exercise books

1,112,000

44

Garba Noma Primary School, Bauchi State

3 Blocks of Classrooms (3 classrooms each), 500 uniforms and 200 new

18,935,600

45

Federal University of Kashare, Gombe State

Installation of 15kva Inverter, Solar Panels and Deep Cycle Batteries to

9,938,500

46

Community School, Itowolo, Ikorodu, Lagos

Provision of Educational to economically disadvantaged school

760,000

47

Apostolic Church Grammar School, Kosofe

Donation of 4 Giant Dustbins for Recycling

Senior High, Orisigun Primary School &

Ajegunle Junior High, Lagos

620,000

48

Somolu Senior High School (Somolu, Lagos),

Donation of 4 Giant Dustbins for Recycling

Agnus Memorial Senior High School (Somolu,

632,000

49

Internally Displaced Persons at at Mangu and

Provision of relief materials

Barkin Ladi IDP camps, Jos, Plateau State

10,000,000

50

Open Arms Orphanage Home, Isolo, Lagos

Donation of Food items and educational materials

410,000

51

DBenevolent Care Orphanage, Port Harcourt,

Donation of Food and other essential items t

420,000

52

Isolo General Hospital, Isolo, Lagos

Donation of branded bedsheets and beds to the children and mothers

400,000

53

Surulere Primary Health Care Centre, Surulere,

Donation of Maternity Kits to less priviledged expectant mothers

544,000

54

Iwaya Community Primary Health Care, Yaba,

Renovation of of sections of the Primary Health care centre

2,367,000

55

Anambra State Universal Basic Education Board

Donation of Laptops

5,912,500

56

FGGC, Owerri Old Girls Association, Owerri, Imo

Construction of a Games court (Eko Court) at FGGC Owerri

24,187,500

57

Deprived Communities across the Country

Feeding the malnourished across the country through the Bank's

360,000,000

58

AAF Widows, Anambra

Donation of empowerment materials to Widows in Anambra State

5,000,000

59

Kirikiri Prisons, Lagos

Donation of Relieve materials to Inmates of the Kirkiri Prisons to

10,000,000

Total

819,820,448

8

Fidelity Bank Plc

Annual Reports and Financial Statements

For the year ended 31 December 2023

Directors' Report - continued

10 Gender Analysis as at 31 December,2023

Fidelity Bank is an equal opportunity employer and is committed to promoting gender diversity in the workplace. The Bank recognizes that women have different skills, viewpoints, ideas and insights which will enable it serve a diverse customer base more effectively. The report on gender analysis

GENDER ANALYSIS OF TOTAL STAFF AS AT 31 December 2023

31 December, 2022

PERCENTAGE

GENDER

NUMBER

PERCENTAGE OF TOTAL STAFF

NUMBER

OF TOTAL

STAFF

FEMALE

1,537

50%

1,448

48%

MALE

1,526

50%

1,590

52%

TOTAL

3,063

100%

3,038

100%

GENDER ANALYSIS OF EXECUTIVE MANAGEMENT AS AT

31 December, 2022

31 December 2023

GENDER

NUMBER

PERCENTAGE

NUMBER

PERCENTAGE

FEMALE

2

33%

1

29%

MALE

4

67%

4

71%

TOTAL

6

100%

5

100%

GENDER ANALYSIS OF TOP MANAGEMENT (AGM-GM) AS AT 31 December 2023

31 December, 2022

GRADE

FEMALE

MALE

TOTAL

FEMALE

MALE

TOTAL

General Manager

0

8

8

1

5

6

Deputy General Manager

6

12

18

4

7

11

Assistant General Manager

10

22

32

7

25

32

TOTAL

16

42

58

12

37

49

Percentage

28%

72%

100%

24%

76%

100%

GENDER ANALYSIS OF TOP MANAGEMENT (AGM-GM) AS AT 31 December 2023

31 December, 2022

GRADE

FEMALE

MALE

TOTAL

FEMALE

MALE

TOTAL

Executive Director

1

4

5

0

4

4

Managing Director

1

0

1

1

0

1

Non Executive Director

2

6

8

2

6

8

TOTAL

4

10

14

3

10

13

Percentage

29%

71%

100%

23%

77%

100%

9

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Fidelity Bank plc published this content on 15 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2024 11:23:04 UTC.