Audited financial statements for the year ended 31 december 2025

AFRICA PRUDENTIAL PLC

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

LAGOS, NIGERIA

CONTENTS PAGE

Corporate information 3

Report of the directors 4

Management Discussion and Analysis 9

Statement of corporate responsibility for the financial statements 10

Corporate governance report 12

Sustainability and corporate social responsibility report 17

Statement of directors' responsibilities in relation to the preparation of the financial statements 19

Report of the statutory audit committee 20

Certification of Management's Assessment of Internal Control over Financial Reporting (ICFR) 22

Management's Assessment of Internal Control over Financial Reporting (ICFR) 23

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over 24

Financial Reporting (ICFR)

Independent auditor's report 27

Statement of profit or loss and other comprehensive income 32

Statement of financial position 33

Statement of changes in equity 34

Statement of cash flows 35

Notes to the financial statements 36

Other National Disclosures:

Value added statement 68

Five-year financial summary 69

CORPORATE INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

Chairman Mrs. Christabel Onyejekwe Chairman - Appointed Chairman on April 8, 2025 Chief (Mrs.) Eniola Fadayomi FIOD MFR Retired - April 8, 2025

Directors Mrs Catherine Nwosu Managing Director

Hajia Zubaida Mahey Rasheed Independent Non-Executive Director

Mr. Oluwaseyi Abe Independent Non - Executive Director - Appointed Jan 29, 2025

Mr. Chidi Okpala Non - Executive Director - Appointed January 29,2025

Mr. Vincent Ukoh Non-Executive Director - Appointed April 2, 2025

Mr. Peter Ashade Non-Executive Director - Resigned - July 31, 2025

Mr. Samuel Nwanze Non-Executive Director - Retired - April 8, 2025

Mr. Peter Elumelu Non-Executive Director - Retired - April 8, 2025

Registered Office 220b, Ikorodu Road Palmgrove, Lagos

Company Secretary Joseph Jibunoh FRC/2018/NBA/00000017719

Africa Prudential Plc 220b, Ikorodu Road Palmgrove

Lagos

Investors Relations Manager Joshua Omewah

Africa Prudential Plc 220b, Ikorodu Road Palmgrove

Lagos

234-802 383 2283

Investors Relations Portal https://www.africaprudential.com/investor-relations

Auditor Ernst & Young

UBA House, 10thand 13thFloors 57 Marina, Lagos

Bankers United Bank for Africa Plc

UBA House; 57, Marina, Lagos Island, Lagos.

JAIZ Bank Plc

Kano House; 73, Ralph Shodeinde Street, Central Business District, Garki Abuja.

Stanbic IBTC Plc

220, Herbert Macaulay Way, Yaba, Lagos.

RC No. 649007

Tax Identification No: 01592371-0001

The Directors are pleased to present their report on the affairs of Africa Prudential Plc ('' the Company''), together with the Audited Financial Statements and auditor's report for the year ended December 31, 2025.

LEGAL FORM AND PRINCIPAL ACTIVITIES

Africa Prudential Plc was originally incorporated as UBA Registrars Ltd on March 23, 2006. The Company subsequently changed its name to Africa Prudential Registrars Plc on August 10, 2011, and was listed on the Nigerian Exchange Limited (NGX) {then Nigerian Stock Exchange - NSE} in January 2013. To expand its business portfolio, the Company acquired UAC Registrars Ltd in June 2013.

To enhance its market competitiveness and diversified business interests, the Company changed its name to Africa Prudential Plc, following a special resolution passed by the members in General Meeting on March 28, 2017.

Africa Prudential Plc primarily carries on the business of registrar and investor relation services in accordance with its Memorandum and Articles of Association. As part of this focus, the company successfully launched the Sabivest app, an innovative platform designed to assist Investors in monitoring their equity investments, reinforcing its dedication to delivering value-driven, tech-enabled solutions within its primary business areas.

RESULTS FOR THE YEAR

The Company's results for the year are set out on pages 32 and 33. The profit after tax for the year ended 31 December 2025, in the sum of ₦2.72 billion (2024: ₦1.81 billion) has been transferred to retained earnings.

The following is the summary of the performance of the Company during the year under review as compared with the previous year:

DIVIDENDS

PROPOSED FINAL DIVIDEND

The Directors, pursuant to the powers vested in it by the provisions of Section 379 of the Companies and Allied Matters Act - 2020 (CAMA) of Nigeria, proposed a full year dividend of N0.50 (2024: N0.60) consisting of N0.10 per share interim dividend and N0.40 per share final dividend. The proposed dividend will be presented to the shareholders for approval at the next Annual General Meeting (AGM). This is subject to applicable withholding tax (WHT).

DIRECTORS

The directors who held office during the year and to the date of this report were:

Mrs. Christabel Onyejekwe Chairman - Appointed Chairman on April 8, 2025

Chief (Mrs.) Eniola Fadayomi FIOD MFR Retired - April 8, 2025

Mrs Catherine Nwosu Managing Director

Mr. Peter Ashade Non-Executive Director - Resigned - July 31, 2025

Mr. Chidi Okpala Non - Executive Director - Appointed January 29,2025

Mr. Vincent Ukoh Non-Executive Director - Appointed April 2, 2025

Hajia Zubaida Mahey Rasheed Independent Non-Executive Director

Mr. Oluwaseyi Abe Independent Non - Executive Director - Appointed Jan 29, 2025

Mr. Samuel Nwanze Non-Executive Director - Retired - April 8, 2025

Mr. Peter Elumelu Non-Executive Director - Retired - April 8, 2025

Record of Directors' Attendance at Meetings

Pursuant to Section 284(2) of the Companies and Allied Matters Act, 2020, the records of Director's attendance at Board meetings during the year under review will be available for inspection at the Annual General Meeting.

Board Composition

As of 31 December, 2025, the Company had six (6) Directors which includes a Non-Executive Chairman, Managing Director, two (2) Non-Executive Directors and two (2) Independent Non-Executive Directors, all of whom held office in the year under review. Their biographies are contained in the Annual Report and are incorporated into this Report by reference. The appointment, removal or re-appointment of Directors is governed by the Company's Articles of Association, the Companies and Allied Matters Act, 2020 as well as relevant Board and governance policies. Also, these documents set out the rights and obligations of the Directors.

Directors Interests in Contracts

None of the Directors has notified the Company, for the purpose of Section 303 of the Companies and Allied Matters Act, 2020, of any declarable interest in Contracts in which the Company is involved.

Directors and their Interests in the Shares of the Company

Directors' interests in the issued share capital of the Company as recorded in the Register of Members and/or as notified by the Directors in compliance with Sections 301 and 302 of the Companies and Allied Matters Act, 2020 and the Listing Requirements of the Nigerian Exchange were as follows:

The details of indirect shareholding of Directors in the issued share capital of the Company is as below:

Alternate Directorship

There was no alternate directorship during the year under review.

SHAREHOLDING

The issued and fully paid up share capital of the Company is N2,000,000,000 (Two Billion Naira) divided into 4,000,000,000 ordinary shares of N0.50k each.

In terms of significant shareholding (5% and above), the Register shows that International Equity Capital Limited is the largest shareholder with 1,038,000,000 (2024: 519,000,000) units of shares. The table below is instructive.

PARTICULARS OF SHAREHOLDER NUMBER OF SHARES %

INTERNATIONAL EQUITY CAPITAL LIMITED (2025) 1,038,000,000

INTERNATIONAL EQUITY CAPITAL LIMITED (2024) 519,000,000

26%

26%

SHAREHOLDING ANALYSIS

ANALYSIS OF SHAREHOLDINGS

The details of shareholding of the Company as at 31 December 2025 is as stated below;

SHAREHOLDING RANGE ANALYSIS AS AT December 31, 2025

CORPORATE GOVERNANCE

The Board of Directors of the Company is cognizant of its responsibilities under the Code of Corporate Governance issued by the Securities and Exchange Commission, the Code of Corporate Governance issued by the Financial Reporting Council of Nigeria and the Nigerian Code of Corporate Governance in the administration of the Company and is ensuring that the Company consistently complies with the Codes.

In furtherance of the Board's commitment to strong Corporate Governance, the Company successfully concluded the process and was awarded a corporate governance rating by the Nigerian Exchange (NGX) in January 2018 under the Corporate Governance Rating System (CGRS) in partnership with the Convention on Business Integrity (CBI). Consequently, the Company has satisfied one of the criteria required to be listed on the Premium Board of the NGX.

BOARD EVALUATION

To ensure effectiveness of the Board and the Directors, a Board evaluation was undertaken covering the period of the financial year under review by an independent Corporate Governance consulting firm. The performance of the Board, Board Committees and individual directors were adjudged satisfactory and necessary feedback was communicated to individual directors arising from the exercise.

COMPLAINT MANAGEMENT FRAMEWORK

The Company has a Complaint Management Policy and Framework in place in accordance with the SEC directives on resolution of complaints. This

policy has also been uploaded on the Company's website for public access.

INSIDER TRADING AND PRICE SENSITIVE INFORMATION

The Company has in place a Securities Trading Policy which prohibits the directors and employees from trading on the Company's shares during periods they are in possession of price sensitive information. The Company was in compliance with the Securities Trading Policy during the year under review.

WHISTLE BLOWING POLICY

The Company has a Whistle Blowing Policy in place. This was extensively reviewed by the Board and it covers among other things, the procedures for the receipt, retention and treatment of information received from whistle blowers.

The whistle-blowing process involves steps that should be taken by the whistleblower in reporting a reportable misconduct, and steps required for the investigation of the reported misconduct. The Company has a procedure that encourages staff and other relevant stakeholders to report perceived unethical or illegal conduct of employees, management, directors and other stakeholders to appropriate authorities in a confidential manner without any fear of harassment, intimidation, victimization or reprisal of anyone for raising concern(s) under this policy.

The Board of Directors and Management is committed towards promoting a culture of openness, accountability and integrity, and will not tolerate any harassment, victimization or discrimination of the whistle blower provided such disclosure is made in good faith with reasonable belief that what is being reported is fact. The company has dedicated email address and telephone numbers through which staff are encouraged to raise any concern or unethical conduct.

ACQUISITION OF OWN SHARES

The Company did not purchase any of its own shares during the year.

HUMAN RESOURCES

The Company makes it a paramount objective to hire individuals based on standards of merit and competence. Also, the Company upholds a sound culture of providing continued development and training for its Staff to address knowledge gaps and provide new skill sets along the Company's lines of responsibilities. Annually, trainings are identified for staff and followed through in accordance with an approved training plan meant to ensure that this objective is achieved. The Company encourages easy interaction between Management and other staff of the Company so as to foster an atmosphere of warmth at work and also to kindle the necessary synergy required for the Company's success.

EMPLOYMENT OF PHYSICALLY CHALLENGED PERSONS

The Company operates a non-discriminatory policy on recruitment. Applications by physically challenged persons are always fully considered bearing in mind the respective aptitudes and abilities of the applicants concerned.

During the year under review, there was no physically challenged person in the Company's employment.

HEALTH, SAFETY AND WELFARE OF EMPLOYEES

The Company approaches Health, Safety and Welfare issues affecting Staff with every sense of seriousness and therefore maintains an insurance health care scheme with Avon, a Health Maintenance Organization (HMO), licensed by the National Health Insurance Scheme (NHIS) to provide health insurance to employees in the private sector. Through this arrangement, each employee, their respective spouses, and dependents below the age of eighteen (18) years are entitled to medical treatments in well-equipped, qualitative network of hospitals under the scheme.

Safety regulations are in place within the Company's premises and employees are regularly informed of the regulations.

There are contributory retirement benefit schemes for both management and employees of the Company in conformity with the Pensions Reform Act 2014.

EMPLOYEES' INVOLVEMENT AND TRAINING

The Company has an effective employer/employee communication system aimed at enhancing industrial harmony. Employees are kept fully informed as much as practicable of the Company's activities which particularly affect them as employees and are also encouraged to communicate any information useful to management through dedicated channels of communication.

Regular training programs are usually arranged for employees locally and where applicable, overseas for the improvement of skills and enhancement of career prospects.

EVENTS AFTER REPORTING DATE

As stated in Note 28 of the financial statements, no significant events have occurred after the reporting date which have a material effect on the financial statements, or the omission of which will make the financial statements misleading as to the financial position or results of operations.

PROPERTY AND EQUIPMENT

Information relating to changes in property and equipment during the year is given in Note 18 to the financial statements. In the opinion of the

directors, the market value of the Company's property, plant and equipment is not less than the value shown in the financial statements.

FORMAT

The financial statements of Africa Prudential Plc have been prepared in accordance with the reporting and presentation requirements of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the provisions of the Companies and Allied Matters Act, 2020. The Directors consider that the format adopted is the most suitable for the Company.

AUDITORS

The Auditors, Messrs. Ernst & Young having indicated their willingness, will continue in office as the Company's Auditors in accordance with Section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed at the Board Meeting empowering the directors to fix their renumeration.

By order of the Board

Joseph Jibunoh

FRC/2018/NBA/00000017719

Company Secretary

220B Ikorodu Road, Palmgrove Lagos

23 February 2026

MANAGEMENT DISCUSSION AND ANALYSIS

This report represents Management Discussion and Analysis in respect of the audited financial statements of Africa Prudential Plc for the year ended 31 December 2025. This should be read in conjunction with the full audited Financial Statements of the Company.

Africa Prudential Plc is a foremost Registrar business registered and incorporated in Nigeria. It was originally incorporated as UBA Registrars Ltd on March 23, 2006. The Company subsequently changed its name to Africa Prudential Plc on August 10, 2011, and was listed on the Nigerian Exchange (NGX) in January 2013. Africa Prudential Plc primarily carries on the business of registrar and investor relation service in accordance with its Memorandum and Articles of Association. As part of its business diversification strategy, it has expanded its business activities to the provision of digital solutions for businesses. Its flagship digital solutions product known as EasyCoop is a unique software, which is aimed at aiding the administration of Cooperative Societies in Nigeria and other digital business

Operating Environment

The global economy continued to experience subdued growth and weak aggregate output in 2025. International and domestic trade activities were impacted by heightened policy uncertainty and the disruptive trade and tariff regime introduced by the new administration in the United States. Consequently, Europe, the Americas, and Asia operated within an unstable macroeconomic environment, with Africa also affected. The continued imposition of trade restrictions and elevated tariffs across major economies pushed global trade barriers to challenging levels, weighing heavily on business sentiment. Overall, the year was characterized by increased macroeconomic stress, policy uncertainty, and tighter financial conditions.

Nigeria's economy is yet to attain full swing, while oil production dropped and international oil prices oscillated. Efforts to lower the inflation rate to a single digit faced structural and macroeconomic constraints, especially the removal of fuel subsidy, which resulted in rising petroleum product prices, food prices, and arrears payments. As of the last quarter of 2025, the average inflation rate hovered around 15.15%. Foreign exchange rates moderated due to series of monetary policy interventions, and this continued to affect major industrial production and distributive trade. All these factors impacted individual and local corporate economic activities.

The Registrar business in Nigeria did not experience significant growth in Revenue due mainly to weak corporate business performance resulting in moderate remunerations to their shareholders. Apart from the fact that the Registrar business sector is coasting at a relatively matured and steady state, the few corporate business actions available in the market witnessed strict price competition and innovative scheme. Our strength in leading in the market and onboarding new businesses was enabled by our innovatiove service solutions driven by technology.

Operating Result

During the 2025 operating period, the Company demonstrated strong resilience in the face of macroeconomic uncertainty. We closed the year ended December 31, 2025, with gross revenue of N7.19 billion, compared to N5.20 billion in 2024. Similarly, profit before tax achieved was N4.26 billion (2024: N2.81 billion).This performance underscores the Company's strategic execution and operational efficiency. With a continued focus on its core registrar services, the Company remains dedicated to delivering value to clients and sustaining long-term growth in an evolving market landscape.

The Company achieved a significant 45% increase in interest income, increasing from ₦4.12 billion in 2024 to ₦5.99 billion in 2025, driven largely by higher interest earnings on term deposits amid favorable market yields. With a prudent approach to financial management, the Company remained committed to protecting shareholders' funds while maintaining a balanced asset and liability matching strategy to maximize portfolio performance and sustain long-term stability.

Total assets of the Company increased by 19% from ₦34.85 billion to close at ₦41.91 billion as at 31 December 2025. This was largely driven by N38.07 billion in assets under management and N26.44 billion in Clients' deposits awaiting remittance to their beneficiaries. The net effect in equity was positive from ₦10.8 billion to ₦12.54 billion in 2025, representing 17% growth in equity after the payment of 2024 full year dividend and provision for taxes.

Outlook

The Board comprises members with deep understanding of the Company's operations and continues to provide effective oversight through active participation in Board deliberations. Looking ahead, the Company remains focused on executing its strategic priorities and strengthening its core registrar mandate, with a clear commitment to sound governance, sustainable growth, and long-term value creation.

In line with the provision of section 405 of CAMA 2020, we the undersigned hereby certify the following with regards to the audited annual financial statements for the year ended 31 December 2025 that:

1. We have reviewed the audited financial statements and to the best of our knowledge:

   1. the audited financial statements do not contain any untrue statement of material facts or omit to state a material fact, which would make the statements misleading, in the light of the circumstances under which such statement was made, and

   2. the audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the Company as of and for, the periods covered by the audited financial statements;

2. We are responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the Company is made known to the officer by other officers of the companies, particularly during the period in which the audited financial statement report is being prepared;

3. We have evaluated the effectiveness of the Company's internal controls within 90 days before the date of audited financia

   statements, and certify that the Company's internal controls are effective as of that date;

4. We have disclosed to the Company's auditors and audit committee -

   1. all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and has identified for the Company's auditors any material weaknesses in internal controls, and

   2. any fraud whether or not, material that involves management or other employees who have a significant role in the

      Company's internal control.

      
      
      

5. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Catherine Nwosu Michael Chidi

Managing Director Actg. Chief Financial Officer

FRC/2024/PRO/DIR /003/635215 FRC/2024/PRO/ICAN/001/696281

23 February 2026 23 February 2026

AFRICA PRUDENTIAL PLC

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

In my capacity as Company Secretary, I hereby certify, in terms of the Companies and Allied Matters Act, that for the year ended 31 December 2025, the Company has lodged all such returns as are required of a company in terms of this Act, and that all such returns are, to the best of my knowledge and belief, true, correct and up to date.

FRC/2018/NBA/00000017719

Africa Prudential Plc 220b, Ikorodu Road Palmgrove

Lagos

Date: 23 February 2026

INTRODUCTION

Africa Prudential Plc ("Afriprud") has in place an effective governance mechanism that ensures proper oversight of its business by the Directors and other principal organs of the Company. As a public quoted Company, Africa Prudential Plc recognises that adherence to the highest standards of corporate governance is a manifest demonstration of commitment to foster good governance practices, that will, in turn lead to increase levels of transparency, trust and integrity, and create an enabling environment for sustainable business operations and growth.

During the 2025 financial year, the Company adhered to the principles and value creating propositions enshrined in the Codes of Corporate Governance of the Securities and Exchange Commission, the Financial Reporting Council of Nigeria, its Board Governance Charter, all Company Policies and applicable rules and regulations.

1. The Board

   1. General

      The Board is responsible for developing the Company's strategy and ensuring that its available assets are utilized towards the attainment of its set strategy and plans. The Board performs supervisory oversight over Management activities making certain that the affairs of the Company are conducted in a manner that increases the value of shareholders' investments and is also beneficial to all other stakeholders of the Company.

      As of 31 December 2025, the Board comprised of a Non-Executive Chairman, an Executive Managing Director/CEO, and four other Non-Executive Directors, two of whom are Independent Non-Executive Directors. The Board members are professionals and business persons with vast experience and credible track records who all have the requisite integrity, skills, and experience to bring independent judgment to bear on Board deliberations and discussions.

      The Directors attend regular trainings on Corporate Governance and related issues. In addition, the Company Secretary provides advice to the Board on Corporate Governance best practices from time to time.

   2. Chairman and Chief Executive Officer Positions

      Responsibilities at the top level are well defined and the Company has separated the roles of the Managing Director/CEO and Chairman. The Chairman is not involved in the day-to day operations of the Company and is not a member of any committee of the Board.

   3. Non-Executive Directors

      The Non-Executive Board members possess strong knowledge of the Company's business and usually contribute actively at Committes and Board meetings.

   4. Board Changes

      During the year under review, a number of Directors retired, namely - Mrs Eniola Fadayomi, Mr Samuel Nwanze, Mr Peter Elumelu and Mr Peter Ashade upon expiration of their tenure. To fill the vacant positions, Mr Chidi Okpala and Mr Vincent Ukoh were appointed Non -Executive Directors while Mr Oluwaseyi Abe was appointed as Independent Non - Executive Director. Following the retirement of Mrs Eniola Fadayomi, Mrs Christabel Onyejekwe was appointed as the Chairman of the Board.

   5. Statutory Disclosure Of Age

      In line with Section 278 (1) of the Companies and Allied Matters Act, 2020, which requires, a Director of a public company to disclose his or her age upon attainment of the age of 70, at the Annual General Meeting, none of the Directors is up to the age.

   6. Proceedings and frequency of meetings

      The Board meets at least once in every quarter or as frequently as the Board's attention may be required on any situation which may arise. Sufficient notices with clear agenda and reports are usually given prior to convening such meetings. In 2025 , the Board continued with its adoption of the use of an electronic portal for the notification of Board and Board Committee meetings and circulation of meeting papers.

      In addition to the Board meetings held during the year under review, the Board continued its tradition of fostering symbiotic interaction with Management for cross fertilization of ideas by holding two sessions of Board and Management Strategy reviews in August and December 2025 respectively, where the Management presented to the Board, in detail, its strategic and tactical plans for achieving the short - medium - and long- terms goals set by the Board for the Company,

   7. Board Meeting Attendance

      KEY:

      P Present

      AWA Absent with Apology

      NA Not applicable

      A total of four (4) Board Meetings were held in the 2025 Financial Year. The table below shows Directors' attendance at the meetings.

      Members	21/02/2025	02/04/2025	24/04/2025	25/07/2025	22/10/2025
      1. Chief (Mrs) Eniola Fadayomi*	P	P	NA	NA	NA
      2. Mrs Christabel Onyejekwe	P	P	P	P	P
      3. Mrs Catherine Nwosu	P	P	P	P	P
      4. Mr. Peter Ashade**	P	P	P	NA	NA
      5. Mr. Peter Elumelu***	P	P	NA	NA	NA
      6. Mr. Samuel Nwanze****	P	P	NA	NA	NA
      7. Mr Chidi Okpala	P	P	P	P	P
      8. Mrs Zubaida Rasheed	P	P	P	P	P
      9. Mr Oluwaseyi Abe	P	P	P	P	P
      10. Mr Vincent Ukoh*****	NA	NA	P	P	P

      Note

      * Mrs Eniola Fadayom retired from the board on April 8, 2025.

      ** Mr Peter Ashade resigned from the board on 31st July 2025.

      *** Mr Peter Elumelu retired from the board on 8th April 2025

      **** Mr Samuel Nwanze retired from the Board on 8th April 2025.

      **** Mr Vincent Ukoh was appointed to the 2nd April 2025.

   8. Board Committees

      1. Board Audit & Governance Committee

         The Board Audit & Governance Committee is responsible for ensuring that an effective system of internal and financial control is in place and provides oversight on governance related matters.

         The Committee is currently constituted as follows:

         1. Mr Chidi Okpala Chairman/Non-Executive Director

         2. Mr Vincent Ukoh Member/ Non-Executive Director

         3. Mr Oluwaseyi Abe Member/Independent Non-Executive Director

         4. Mrs Zubaida Rasheed Member/Independent Non-Executive Director

         Its terms of reference include ensuring an effective system of financial and internal control are in place; evaluating the independence and performance of the External Auditor; reviewing the audited financial statements with the Management and the External Auditor before its presentation to the Board; approving human resources related policies; ensuring proper composition, training, and evaluation of board members.

         The Committee met four (4) times in the year under review. The table below shows Directors' attendance at the meetings.

         Members	17/02/2025	14/04/2025	16/07/2025	14/10/2025
         1. Chidi Okpala	P	P	P	P
         2. Mr Vincent Ukoh	NA	P	P	P
         3. Mr Oluwaseyi Abe	NA	P	P	P
         4. Mrs Zubaida Rasheed	P	P	P	P

      2. Board Finance, Investment and Risk Management Committee

         The Board Finance and Investment Committee is responsible for strategic planning, periodic budgeting and performance monitoring, supervision of assets, investment matters and providing oversight on risk matters, financial matters and performance of the Company.

         The Committee is currently constituted as follows:

         1. Mr Vincent Ukoh Chairman/Non-Executive Director

         2. Mr. Chidi Okpala Member/ Non-Executive Director

         3. Oluwaseyi Abe Member/Independent Non - Executive Director

         4. Mrs Catherine Nwosu Member/Managing Director

         The Committee met four (4) times in the year under review. The table below shows Directors' attendance at the meetings.

         Members	17/02/2025	14/04/2025	16/07/2025	14/10/2025
         1. Mr Vincent Ukoh	NA	P	P	P
         2. Mr Chidi Okpala	NA	P	P	P
         3. Mr. Oluwaseyi Abe	NA	P	P	P
         4. Mrs Catherine Nwosu	P	P	P	P

2. The Statutory Audit Committee

   The Statutory Audit Committee was set up in accordance with the provisions of the Companies and Allied Matters Act, 2020 It consists of a combination of Non - Executive Directors and Ordinary shareholders elected at the Annual General Meeting. Its terms of reference include the monitoring of processes designed to ensure compliance by the Company in all respects with legal and regulatory requirements, including disclosure, controls and procedures and the impact (or potential impact) of development thereto. It evaluates annually, the independence and performance of the External Auditors. The Committee also reviews with Management and the External Auditors the annual audited financial statement before its submission to the Board.

   The Committee is made up of five (5) members consisting Three (3) ordinary shareholders and Two (2) Non-Executive Directors. During the year under review, the Committee was constituted as follows:

   1. Mr. Frank Chikezie Chairman/shareholder

   2. Mr. Tajudeen Adeshina Shareholder

   3. Alhaji Kabiru Tambari Shareholder

   4. Mr Chidi Okpala Non- Executive Director

   5. Mrs Zubaida Mahey Rasheed Independent non- Executive Director

   The Committee met four (4) times in the year under review. The table below shows Members' attendance at the meetings.

   Members	17/02/2025	14/04/2025	17/07/2025	15/10/2025
   Mr. Frank Chikezie	P	P	P	P
   Mr. Tajudeen Adeshina	P	P	P	P
   Alhaji Kabiru Tambari	P	P	P	P
   Mr. Chidi Okpala	NA	P	P	P
   Mrs Zubaida Mahey Rasheed	P	P	P	P

3. Accountability, Audit and Control

   1. Financial reporting

      The Directors make themselves accountable to shareholders through regular publication of the Company's financial performance and annual reports.

      The Board is mindful of its responsibilities and is satisfied that in the preparation of its financial report it has presented a balanced

      assessment of the Company's position and prospects in accordance with its obligation under the Code of Corporate Governance.

      Ernst & Young acted as external auditors to the Company during the 2025 financial year.

   2. Control environment

      The Company has consistently improved its internal control system to ensure effective management of risks. The Directors review the effectiveness of the system of internal control through regular reports and reviews at Board Audit & Governance Committee Meetings.

      The Board has continued to place emphasis on risk management as an essential tool for achieving the Company's objectives. Towards this end, it has ensured that the Company has in place robust risk management policies and mechanisms to ensure the identification of risks and effective controls.

      The Board approves the annual budget for the Company and ensures that a robust budgetary process is operated with adequate authorization levels put in place to regulate capital expenditure.

4. The Company Secretary

   The Company Secretary ensures adequate dissemination of information among Board members and between the Board and the Management of the Company. In furtherance of Board and Committee meetings, the Company Secretary undertakes the preparation of the necessary papers and other documents requisite for the success in deliberations. The Company Secretary is responsible for the induction of new Directors and the provision of on-going training for the Non-Executive Directors.

   The Office of the Company Secretary ensures that the Company complies with the relevant regulatory laws including the Investment and Securities Act, the Securities and Exchange Commission (SEC) Rules and Regulations, the Securities and Exchange Commission (SEC) Code of Corporate Governance, the Nigerian Code of Corporate Governance, the Companies and Allied Matters Act , the Financial Reporting Council of Nigeria (FRC) (Amendment) Act 2023, the Rules and Regulations of the Nigerian Exchange Limited and the Company's Corporate Governance Policies.

   The procedure for the appointment and removal of the Company Secretary is a matter for the Board.

5. Shareholders

   The Company ensures the existence of adequate interaction among the Shareholders, the Management and the Board of the Company. The Company's General Meetings provide Shareholders the platform to contribute to the administration of the Company. The Annual General Meetings (AGMs) are held in accessible locations and are open to Shareholders or their proxies. The AGMs are conducted in a manner that facilitates Shareholders' participation in accordance with relevant regulatory and statutory requirements.

   The Company encourages Shareholders to attend these meetings by ensuring that notices of meetings and other information required by Shareholders to make informed decisions are dispatched in a timely manner. The office of the Company Secretary additionally affords Shareholders channels of communication to the Board and the Management of the Company.

   It is the responsibility of the Shareholders to approve the appointment of Directors and to grant other approvals that are required by law or the Articles of Association of the Company.

   The Shareholders through its representatives on the Statutory Audit Committee in line with section 359 of the CAMA 2020 and the SEC

   Code also assume responsibility for the integrity of the Company's audited financial statements.

6. Guidelines for Trading in the Company's Securities

General Rule

Except in exceptional circumstances, all Key personnel (Directors and all Staff) must not deal in securities of the Company during the

following "Closed Periods".

1. The period from 15 days immediately preceding the announcement to the Nigerian Exchange Limited of the Company's annual results and 24 hours after the release has been made;

2. The period from 15 days immediately preceding the announcement to the Nigerian Exchange Limited of the Company's half year results and 24 hours after the release has been made;

3. The period from 15 days immediately preceding the announcement to the Nigerian Exchange Limited of each of the Company's quarterly results; and 24 hours after the release has been made;

4. A period of two trading days before and 24 hours after any other Nigerian Exchange Limited announcement by the Company; and

5. Such other periods as the Board may from time to time by notice in writing designate as a closed period- for example, a period commencing when the Company is considering a significant acquisition or disposal under an incomplete proposal and expiring two trading days after details of the final proposal are announced to the Nigerian Exchange Limited or the proposal is abandoned.

Africa Prudential Plc Complaint Management Policy

• In accordance with the Securities and Exchange Commission rules (SEC Rules) relating to Complaint Management Framework of th Nigerian Capital Market (The Framework) of February 16, 2015 and the Nigerian Exchange Limited directive, every listed company is required to establish a clearly defined Complaints Management Policy to handle and resolve complaints within the scope of the Framework

• It is pursuant to the above-mentioned SEC rule and NGX Directive that Africa Prudential Plc has formulated a Complaints Management Policy.

• This policy is designed to effectively and efficiently handle and resolve complaints in a fair, impartial, timely and objective manner.

• All complaints should be addressed as follows:

  Joseph Jibunoh

  FRC/2018/NBA/00000017719

  Company Secretary Africa Prudential Plc 220b, Ikorodu Road Palmgrove

  Lagos

  23 February 2026

  Email: cxc@africaprudential.com

  The policy is available on the Company's website (https://www.africaprudential.com)

  Our Sustainability Philosophy

  At Africa Prudential Plc, sustainability is embedded in how we govern, operate, and innovate. We view responsible business as a strategic enabler-strengthening trust, safeguarding long-term value, and ensuring that our growth delivers positive outcomes for shareholders, employees, communities, and the broader economy.

  Our sustainability approach aligns economic performance with social responsibility and environmental stewardship, ensuring that

  today's progress does not compromise the opportunities of future generations

  Environmental Sustainability

  We continue to integrate environmental consciousness into our operations, recognising our responsibility to minimise environmental impact while supporting sustainable economic activity.

  In 2025, our priorities included:

• Reduced paper dependency through digital platforms and process automation

• Energy-efficient workplace practices

• Leveraging technology to reduce travel-related emissions and resource consumption

  Our digital solutions continue to improve convenience for stakeholders while contributing to lower carbon intensity across our service delivery.

  Corporate Governance & Responsible Business

  Strong governance remains the foundation of our sustainability agenda. We maintain robust systems of oversight, ethical conduct, and risk management that balance commercial objectives with social and environmental considerations.

  In 2025, we continued to strengthen:

• Transparency and accountability across decision-making processes

• Stakeholder engagement with shareholders, regulators, clients, employees, and partners

• A sustainability-driven culture that supports responsible innovation and long-term resilience

  Our governance framework continues to evolve in line with global best practices and regulatory expectations, reinforcing Africa

  Prudential's role as a trusted market institution.

  People, Health, Safety & Labour Practices

  Our people are central to our success. We are committed to providing a safe, inclusive, and empowering work environment that promotes wellbeing, fairness, and professional growth.

  Key focus areas include:

• Occupational health and safety systems aligned with regulatory standards

• Regular health, safety, and emergency preparedness initiatives

• Fair employment practices, equal opportunity, and merit-based progression

• Continuous learning and skills development to future-proof our workforce

  We uphold zero tolerance for discrimination and child labour, and we remain committed to equitable remuneration and employee recognition.

  2025 Community Impact & Economic Empowerment

  Africa Prudential's approach to community investment focuses on economic empowerment, inclusion, and long-term societal

  value, rather than one-off interventions.

  We remain a committed supporter of the Tony Elumelu Foundation, contributing to the Foundation's mission of empowering African entrepreneurs and strengthening enterprise-led development across the continent. Through this partnership, we support sustainable wealth creation, youth empowerment, and job creation at scale.

  Beyond entrepreneurship, our community initiatives are guided by:

• Education and human capital development

• Financial inclusion and digital access

• Partnerships that deliver measurable, long-term impact

  Looking Ahead

  As Africa Prudential continues to evolve as a technology-enabled registrar and financial services partner, sustainability will remain integral to our strategy. We are committed to continuously refining our ESG approach-deepening impact, strengthening measurement, and aligning our efforts with national development priorities and global sustainability standards.

  Our ambition is clear: to grow responsibly, operate ethically, and contribute meaningfully to Africa's economic and social progress.

  STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO THE PREPARATION OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

  In accordance with the provisions of Companies and Allied Matters Act (CAMA) 2020, the Directors are responsible for the preparation of the financial statements, which give a true and fair view of the state of affairs of the Company and of the profit or loss and other comprehensive income for the year ended 31 December 2025, and in so doing they ensure that:

• Proper accounting records are maintained;

• Applicable accounting standards are followed;

• Suitable accounting policies are adopted and consistently applied;

• Judgments and estimates made are reasonable and prudent;

• The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business; and

• Internal control procedures are instituted which as far as reasonably possible, safeguard the assets of the Company and prevent

and detect fraud and other irregularities.

The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards (IFRS), the requirements of CAMA 2020, Securities and Exchange Commission (SEC) Act, and and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

The Directors are of the opinion that the 2025 audited financial statements give a true and fair view of the state of the financial affairs of the Company and of its profit or loss and other comprehensive income.

The Directors accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the financial statements as well as adequate systems of internal financial control.

Nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for at least twelve (12) months from the date of this statement.

Signed on behalf of the Directors by:

Catherine Nwosu Mrs. Christabel Onyejekwe

Managing Director Chairman

FRC/2024/PRO/DIR /003/635215 FRC/2025/PRO/DIR/003/423956

Date: 23 February 2026 Date: 23 February 2026

In accordance with the provisions of Section 404 of the Companies and Allied Matters Act, 2020 we, the members of the Audit Committee of Africa Prudential Plc, having performed our statutory obligations under the Act, hereby report that:

1. The accounting and reporting policies of the Company for the year ended 31st December 2025. are consistent with legal requirements and ethical practices;

2. The internal audit programs are extensive and provide a satisfactory evaluation of the efficiency of the internal control systems;

3. The scope and planning of the statutory independent audit for the year ended 31st December 2025 are satisfactory; and

4. We have considered the independent auditors' post-audit report and Management responses thereon and are satisfied with the responses to our questions.

Frank Chikezie

Chairman, Audit Committee FRC/2013/PRO/AUDITCOM/002/00000005239

Date: 23 February 2026

Members of the Statutory Audit Committee are as follows;

Mr. Frank Chikezie Chairman

Mr. Adeshina Tajudeen Member

Mr. Kabiru Tambari Member

Mr Chidi Okpala Member Mrs Zubaida Mahey Rasheed Member

I, Mrs Christabel Onyejekwe , hereby certify that:

1. I have reviewed this ICFR report of Africa Prudential Plc;

   Africa Prudential Plc 220B, Ikorodu Road, Palmgrove

   Lagos - Nigeria. Tel: +234(0)700 AFRIPRUD (0700 23747783)

   E: cxc@africaprudential.com LAGOS | ABUJA | PORT HARCOURT

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I:

   1. are responsible for establishing and maintaining internal controls;

   2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   4. have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

      RC 649007

      DIRECTORS: Christabel Onyejekwe (Mrs)(Chairman) | Catherine Nwosu (Managing Director/CEO) | Zubaida Rasheed | Chidi Okpala | Vincent Ukoh | Oluwaseyi Abe

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

6. The company's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Name: Mrs Christabel Onyejekwe

Designation: Chairman

FRC No: FRC/2025/PRO/DIR/003/423956

Signature:

Date: 25/02/2026

I, Catherine Nwosu, hereby certify that:

1. I have reviewed this ICFR report of Africa Prudential Plc;

   Africa Prudential Plc 220B, Ikorodu Road, Palmgrove

   Lagos - Nigeria. Tel: +234(0)700 AFRIPRUD (0700 23747783)

   E: cxc@africaprudential.com LAGOS | ABUJA | PORT HARCOURT

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I:

   1. are responsible for establishing and maintaining internal controls;

   2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   4. have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

6. The company's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Name: Designation: FRC No:

Managing Director(MD)

FRC/2024/PRO/DIR/003/635215

Signature:

Date: 25/02/2026

I, Michael Chidi, hereby certify that:

1. I have reviewed this ICFR report of Africa Prudential Plc;

   Africa Prudential Plc 220B, Ikorodu Road, Palmgrove

   Lagos - Nigeria. Tel: +234(0)700 AFRIPRUD (0700 23747783)

   E: cxc@africaprudential.com LAGOS | ABUJA | PORT HARCOURT

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I:

   1. are responsible for establishing and maintaining internal controls;

   2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   4. have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

      
      
      

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

6. The company's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Name: Michael Chidi

Designation: Actg. CFO

25/02/2026

FRC No: FRC/2024/PRO/ICAN/001/696281

Signature: Date:

Management of Africa Prudential Plc (the "Company") is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to management and the board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Africa Prudential Plc's system of internal control over financial reporting is supported with written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified. All internal control systems have inherent limitations, including the possibility of circumvention and overriding of controls, and, therefore, can provide only reasonable assurance as to the reliability of financial statement preparation and such asset safeguarding.

Management has assessed the effectiveness of its internal control over financial reporting as of 31 December 2025. In making this assessment, management used the COSO 2013 "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management believes that, as of 31 December 2025, the Company's internal control over financial reporting is designed and operating effectively. Additionally, based upon management's assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of 31 December 2025.

The effectiveness of the Company's internal control over financial reporting as of

31 December 2025, has been audited by Ernst and Young, an independent registered public accounting firm, as stated in their report which appears on page 25.

Dated this 24th day of February 2026

Actg. Chief Financial Officer

Managing Director

FRC/2024/PRO/ICAN/001/696281 FRC No: FRC/2024/PRO/DIR /003/635215

Lagos Office

UBA House, 10th & 13th Floors 57, Marina Street

Lagos State, Nigeria

Tel: +234 201 631 4500

Email: services@ng.ey.com Web: https://www.ey.com

Abuja Office

TotalEnergies House, Tower 2, 2ndFloor

Plot 247, Herbert Macaulay Way, Central Business District Federal Capital Territory, Abuja, Nigeria

Tel: +234 903 151 6484

Email: services.abuja@ng.ey.com Web: https://www.ey.com

Port Harcourt Office Charis Plaza, Ground Floor 10, Olu-Obasanjo Road

Port Harcourt, Rivers State, Nigeria

Tel: +234 811 209 3248

Email: services@ng.ey.com Web: https://www.ey.com

Scope

We have been engaged by Africa Prudential Plc ('the Company') to perform a 'limited assurance engagement', based on International Standards on Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, herein referred to as the engagement, to report on Africa Prudential Plc Internal Control over Financial Reporting (ICFR) (the "Subject Matter") contained in the Company's Management's Assessment on Internal Control over Financial Reporting as of 31 December 2025 (the "Report").

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Criteria applied by Africa Prudential Plc

In designing, establishing and operating the Internal Control over Financial Reporting (ICFR) and preparing the Management's assessment of the Internal Control over Financial Reporting (ICFR), Africa Prudential Plc applied the requirements of Internal Control-Integrated Framework (2013) of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting (Criteria). Such Criteria were specifically designed to enable organizations effectively and efficiently develop systems of internal control that adapt to changing business and operating environments, mitigate risks to acceptable levels, and support sound decision making and governance of the organization; As a result, the subject matter information may not be suitable for another purpose.

Africa Prudential Plc's responsibilities

Africa Prudential Plc's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Africa Prudential Plc's management's assessment of the Internal Control over Financial reporting as of 31 December 2025 in accordance with the criteria.

Our responsibilities

Our responsibility is to express a conclusion on the design and operating effectiveness of the Internal Control over Financial Reporting based on our Assurance engagement.

We conducted our engagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, those standards require that we plan and perform our engagement to obtain limited assurance on the entity's internal control over financial reporting based on our assurance engagement.

Our independence and quality management

We have maintained our independence and confirm that we have met the requirements of the International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (including International Independence Standards) (IESBA Code) and have the required competencies and experience to conduct this assurance engagement.

We also apply International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services engagements, which requires that we design, implement, and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Description of procedures performed

The procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our engagement also included performing such other procedures as we considered necessary in the circumstances. We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.

The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have obtained had a reasonable assurance engagement been performed.

Conclusion

In conclusion, nothing has come to our attention to indicate that the internal control over financial reporting put in place by management is not adequate as of 31 December 2025, based on the requirements of Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting.

Other Matter

We also have audited, in accordance with the International Standards on Auditing, the financial statements for the year ended 31 December 2025 of Africa Prudential Plc and we expressed an unmodified opinion in our Auditor's report dated 27 February 2026. Our conclusion is not modified in respect of this matter.

Adewuyi Adeyemo, FCA

FRC/2012/PRO/ICAN/004/00000000148

For: Ernst & Young Lagos, Nigeria.

27 February 2026