Corporate governance return for 2025 financial year

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board

Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

1.

Mr. O. S. Adebanji

4

2

Finance and General Purpose, Risk Management and Audit

Chairman/ Member

8

6

2.

Dr. Fidelis Ayebae

4

4

Finance and General Purpose, Risk Management and Audit, Strategy and Business Development

Member

16

16

3.

Mr. E. E. Imoagene

4

4

Risk, Audit and Credit Control, Governance, Nomination and Remuneration, Finance and General Purpose, Strategy and Business Development, SAC and PARCC

Member/Ch airman

21

19

4.

Mrs A. P. Sadauki

4

2

Governance Nomination and Remuneration, Strategy and Business Development

Member/Ch airman

9

6

5.

Dr. Vincent Ahonkhai

4

4

Governance Nomination and Remuneration, Finance and General Purpose, Strategy and Business Development

Member/Ch airman

13

13

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board

Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

5

Mr Philip I Ejiofor

4

4

RACC, SBDC, SAC, F&GPC

Member/Ch airman

16

16

7

Dr. Babatunde K. Ipaye

4

4

PARCC, SBDC, GNRC, RACC

Member/Ch airman

11

11

8

Dr. Mrs. Amina Mohmmed-Baloni

4

2

PARCC, RACC, F&GPC, GNRC

Member

13

Nil - Just joined the Board.

9

Mrs. Hannah Oyebanjo

4

1

GNRC, F&GPC, SBDC, GNRC

Member

12

Nil - just joined the Board

10.

Mr. A. A. Adebayo

4

4

RAAC, PARCC, F&GPC , SBDC

Member

13

13

11

Mr. O. O. Olayeye

4

4

RACC, PARCC, F&GPC, SBDC

Member

13

13

12

Mr Ola Ijimakin

4

3

RACC, PARCC, F&GPC, SBDC

Member

13

12

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board

Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

13

Mr. Imokha Ayebae

4

4

RACC, F&GPC, SBDC

Member

11

11

14

Mr. Oshoke Ayebae

4

4

RACC, F&GPC, SBDC, PARCC

Member

13

13

S/No.

Names

Position Held

Gender

1.

Mr. Abiola Adebayo

Managing Director/CEO

Male

2.

Mr. O. O. Olayeye

Strategy Director

Male

3.

Mr. Ola Ijimakin

Commercial Director

Male

4.

Mr. Imokha Ayebae

Finance Director

Male

5.

Mr Oshoke Ayebae

Business Development and Marketing Director

Male

6.

Mr. Gbenga Olayemi

Associate Director, Commercial

Male

7.

Mrs. Adejoke Alli

Associate Director, Business Operations

Female

8.

Mr. Raphael Ajayi

Associate Director, Supply Chain

Male

10

Mrs Nmaka Tijani

Associate Director Quality and Regulatory Affairs.

Female

11.

Mrs Abibat Ariori

Head Factory Operations

Female

12

Mr. Daniel David

Regional Sales Manager

Male

13

Mr. Adewale Adeoti

Regional Sales Manager

Male

14

Mr. Victor Agbogu

Head, Information Technology

Male

15.

Mr. Yomi Adebanjo

Company Secretary

Male

16

Mr. Paul Adaba

Head Risk, Audit & Assurance

Male

17

Ahmed Bakare

Financial Controller

Male

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

"A successful Company is headed by an effective Board which is responsible

for providing entrepreneurial and strategic leadership as well as promoting

ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the

Board is to exercise oversight and control to ensure that management acts in the

best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed?

Yes. The Board has an approved Charter which sets out the roles, terms of reference and responsibilities of our directors.

The Charter was last reviewed in 2025.

Principle 2: Board Structure and Composition

"The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and

diversity (including experience and gender) without compromising

competence, independence and integrity "

i) What are the qualifications and experiences of the directors?

The board is comprised of directors with a wide range of qualifications from degrees to Doctorates. Our Directors experiences span across various Fields such as:

• Finance and Accounting

• Engineering

• Manufacturing

• Agricultural

• Bio-pharmaceutical

• Sales and Marketing

• Consultancy

• Sciences

• Risk Management

• Entrepreneurship

• Medicine

• Business Development

ii) Does the company have a Board-approved diversity policy? Yes/No

If yes, to what extent have the diversity targets been achieved?

Yes, the company has a Board-approved diversity policy.

Our diversity and inclusion policy prohibits discrimination by gender, age, religion and sexual orientation, to name a few.

We strive to improve the working environment for all our employees continuously by creating equal opportunities and harassment-free workplace. The importance of gender & cultural diversity is set out in our Environmental Social & Governance (ESG) Report.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

No.

iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

If yes, provide the names of the Committees.

No. Neither the MD/CEO nor the EDs chair any board committee.

Principle 3: Chairman

i) is the Chairman a member or chair of any of the Board Committees? Yes/no

Yes the Chairman is a member of the following committees:

• Finance and General Purposes

• Risk Management and Audit (Chair)

Principles

Reporting Questions

Explanation on application or deviation

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

If yes, list them.

ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?

• Finance and General Purpose meetings

• Risk Management and Audit meetings

iii) Is the Chairman an INED or a NED?

NED

iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No

If yes, when did his/her tenure as MD end?

Yes

v) When was he/ appointed as Chairman?

1st August 2025.

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document

Yes, the roles and responsibilities of the chairman are clearly defined in our Board Charter and Code of Ethics

Principle 4: Managing Director/ Chief Executive Officer

"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve

its strategic objectives for sustainable corporate performance"

i) Does the MD/CEO have a contract of employment which sets out his

authority and relationship with the Board? Yes/No If no, in which documents is it specified?

Yes, the MD/CEO's employment contract approved by the board sets out his responsibilities, authority, relationship with the Board, remuneration, entitlements and limitations of authority.

ii) Does the MD/CEO declare any conflict of interest on appointment,

annually, thereafter and as they occur?

Yes/No

Yes, the Company has a policy and requirement, in line with our Board Charter for MD/CEO to declare conflict of interest on appointment, annually or as they occur.

iii) Which of the Board Committee

meetings did the MD/CEO attend during the period under review?

MD/CEO Attended:

- Finance and General Purposes Committee meetings

• Risk Management and Audit Committee meetings

• Strategy and Business Development meetings, and Public Affairs, Regulatory and Compliance Committee.

iv) Is the MD/CEO serving as NED in any other company? Yes/no.

If yes, please state the company (ies)?

No,

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Not applicable

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs have contracts of employment? Yes/no

Yes, EDs have contract of employment

ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No

If no, in which document are the roles and responsibilities specified?

Yes. The Contracts of employment set out the roles and responsibilities if the EDs

iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The EDs declare any conflict of interest on appointment, annually, thereafter and as they occur.

iv) Are there EDs serving as NEDs in any other company? Yes/No

If yes, please list

No.

v) Are their memberships in these companies in line with Board-approved policy? Yes/No

No N/A

Principle 6: Non-Executive Directors

i) Are the roles and responsibilities of the NEDs clearly defined and documented?

Yes/No. If yes, where are these documented?

Yes. The roles and responsibilities of the NEDs are clearly defined in the Letter of Appointment and the Board Charter

Principles

Reporting Questions

Explanation on application or deviation

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on

the Board

ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes. The NEDs have letters of appointment. Duties are explained during Board Induction training.

iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur.

iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No

If yes, when is the information provided to the NEDs

Yes. The NEDs are provided with information relating to the management of the company and on all Board matters. This information is provided in the initial packs given to new directors upon appointment and during induction.

v) What is the process of

ensuring completeness and adequacy of the information provided?

Completeness and adequacy are ensured through the standardization of information provided, ensuring that it is in line with regulatory and statutory requirements.

vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

Yes. The NEDs have unfettered access to the EDs, the Company Secretary and the Internal Auditor

Principle 7: Independent Non-Executive Directors

Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"

i) Do the INEDs meet the independence criteria prescribed

under Section 7.2 of the Code? Yes/No

Yes. The INEDs meet the independence criteria prescribed under Section 7.2 of the Code

ii) Are there any exceptions?

No. There are no exceptions

iii) What is the process of selecting INEDs?

INEDs are selected in accordance with the company's SOP for Appointing Directors and in accordance with the NCCG recommended best practice. The Board Governance, Nomination and Remuneration Committee play a crucial role in the process.

iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes. The INEDs have letters of appointment. The liabilities of directors are explained during induction training.

v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The INEDs declare any conflict of interest on appointment, annually, thereafter, and as they occur(if any).

vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often?

What is the process?

Yes, the Board ascertains and confirms

the independence of the INEDs annually through the register of Members.

vii) Is the INED a Shareholder of the Company? Yes/No

If yes, what is the percentage shareholding?

The four (4) INEDs have no shares in the company.

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No, the INEDs have no other relationship with the Company apart from directorship.

ix) What are the components of INEDs remuneration?

INEDs receive Director fees and sitting allowances.

Principle 8: Company Secretary

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good

corporate governance practices and culture within the Company"

i) Is the Company Secretary in-house or outsourced?

The Company Secretary is in-house.

ii) What is the qualification and experience of the Company Secretary?

FCIS over 20 years' experience

iii) Where the Company Secretary is

an employee of the Company, is the person a member of senior management?

The Company Secretary is a member of senior management

iv) Who does the Company Secretary report to?

The Company Secretary (CS) reports to the Board and MD/CEO

Principles

Reporting Questions

Explanation on application or deviation

v) What is the appointment and removal process of the Company Secretary?

The appointment and removal process of the

Company Secretary is approved by the Board

vi) Who undertakes and approves the performance appraisal of the Company Secretary?

The Board and MD/CEO undertakes and approves the performance appraisal of the CS

Principle 9: Access to Independent Advice

"Directors are sometimes required to make decisions of a technical and

complex nature that may

require independent external expertise"

i) Does the company have a Board-

approved policy that allows directors access to independent professional advice in

the discharge of their duties? Yes/No

If yes, where is it documented?

Yes. The Board Charter contains relevant provisions on this.

The Board Charter.

ii) Who bears the cost for the independent professional advice?

The Company bears the cost for the independent professional advice

iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No

If yes, provide details.

Yes. The Board invited a firm of tax experts to address its members on the implications of the new tax laws on the company's operations.

Principle 10: Meetings of the Board

"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"

i) What is the process for reviewing and approving minutes of Board meetings?

Draft minutes are reviewed by the board chairman before they are circulated to directors, and then adopted at subsequent board meetings.

ii) What are the timelines for sending the minutes to Directors?

Minutes are sent 7-14 days ahead of a scheduled meeting

iii) What are the implications for Directors who do not meet the Company policy on

meeting attendance?

All directors were made to understand the consequences of not being offered for re-election. No director has ever failed to meet the minimum attendance requirement.

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well

structured committees, without abdicating its responsibilities"

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes, the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference

ii) What is the process for reviewing and approving minutes of Board Committee meetings?

Minutes of previous meeting and subsequent meeting are presented to the board committee members for comments and amendments (where necessary) before adoption.

iii) What are the timelines for sending the minutes to the directors?

Minutes are sent seven 7-14 days ahead of a scheduled meeting

iv) Who acts as Secretary to board committees?

The Company Secretary acts as Secretary to the board committees

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

a&b) Governance Nomination & Remuneration Committee is responsible for both Nomination and Governance and Remuneration

1. Audit Committee is responsible for Audit

2. Risk Management and Audit Committee is responsible for Risk Management

vi) What is the process of appointing the chair of each Committee?

The Chair of each Committee is appointed by the board, and in the absence of the substantive Chairman, the Committee appoints a Chairman for a meeting.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

The Committee responsible for Nomination

and Governance consists of 2 NEDs and 4 INEDs

viii) Is the chairman of the Committee a NED or INED?

The chairman of the Committee is a NED

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

Yes the company has a succession plan policy. It is reviewed regularly.

Principles

Reporting Questions

Explanation on application or deviation

x) How often are Board and Committee charters as well as other governance policies, reviewed?

The Board and Committee charters, as well as other governance policies, are reviewed as often Necessary

xi) How does the committee report on its activities to the Board?

The Committee chair presents the report on its activities to the board. This formal report is circulated by the company secretary.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

The Committee responsible for Remuneration consists of 2 NEDs and 4 INEDs

xiii) Is the chairman of the Committee a NED or INED?

The chairman of the Committee is a NED

Committee responsible for Audit

xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

Yes, the Company has a Board Audit Committee separate from the Statutory Audit Committee

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes, the members of the Committee responsible for Audit are financially literate. There is are two chartered accountants among the members.

xvi) What are their qualifications and experience?

Qualifications of the Members are University Degrees. The Chairman of the committee and the Finance Director are Chartered Accountants. Members have experience in Business Development, Engineering, Human Resources, Logistics, logistics and procurement.

xvii) Name the financial expert(s) on the Committee responsible for Audit

Mr. Philip I. Ejiofor (Chartered Accountant), member.

xviii) How often does the Committee responsible for Audit review the internal auditor's reports?

The Committee responsible for Audit reviews the internal auditor's reports 4 times a year. Every quarter

xix) Does the Company have a Board-approved internal control framework in place? Yes/No

Yes, the Company has a Board-approved internal control framework in place

xx) How does the Board monitor compliance with the internal control framework?

Compliance is monitored through quarterly reports presented by the internal control team. The Head of Risk, Audit and Assurance reports to the CEO administratively and presents functional reports to SAC, BAC and the Board.

xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes. The committee (SAC) engages with the external auditor through a thorough review of the management letter and key audit matters. These matters are presented quarterly to the board until full resolution is achieved.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

The professional practice recommended in the NCCG and the ICAN practice guidelines is followed.

xxiii) How many times did the Audit Committee hold discussions with the head of the internal audit function and external auditors without the management during the period under review?

Discussions are held quarterly, 4 times.

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committee a NED or an INED?

The Chairman of the Risk Committee is a NED

xxv) Is there a Board-approved Risk Management framework? Yes/No?

If yes, when was it approved?

Yes, there is a Board-approved Risk Management framework. This gets approved annually

Principles

Reporting Questions

Explanation on application or deviation

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

The Committee review the adequacy and effectiveness of the Risk Management Controls in place quarterly

xxvii) Does the Company have a Board approved IT Data

Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes. This is reviewed as and when due, but not later than biennially.

xxviii) How often does the Committee

receive and review compliance report on the IT Data Governance Framework?

The Committee receive and review compliance report on the IT Data Governance Framework quarterly

xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No

Yes, the Chief Risk Officer (CRO) is a member of Senior Management. He is well-experienced.

xxx) How many meetings of the Committee did the CRO attend during the period

under review?

All 3 meetings were attended by the CRO

Principle 12: Appointment to the Board

"A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure

the appointment of high-quality individuals to the Board"

i) Is there a Board-approved policy for the appointment of Directors? Yes/No

Yes, there is a Board-approved policy that guides each appointment to the Board.

ii) What criteria are considered for their appointment?

The criteria considered are:

-Competence

-Integrity

-Skills

-Experience

-Knowledge

In line with the NCCG recommendations

iii) What is the Board's process for

ascertaining that prospective directors are fit and proper persons?

The board process is outlined in our SOP Procedure of Appointing directors, A screening process is conducted by the committee responsible for nomination and governance.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

Chairman, NED and INED, yes as per the rotation of Directors in line with the CAMA.

MD/CEO as contained in the Contract of Engagement.

Tenure is subject to performance, appraisal and Re-Election by members at General meetings in accordance with The Companies & Allied Matters Act.

v) Please state the tenure

The tenue is in accordance with The Companies & Allied Matters Act.

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

Yes.

Principle 13: Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists

Directors to effectively discharge their duties to the Company"

i) Does the Board have a formal induction programme for new directors? Yes/No

Yes.

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide the date of induction.

Yes

Partially inducted through a Board Strategy retreat on the 16th and 17th of December 2025, where key departments made presentations about their duties and aspirations for the future.

iii) Are Directors provided with relevant training to enable them effectively discharge

their duties? Yes/No

If yes, provide training details.

Yes, Directors are provided relevant training by specialists within their respective fields periodically throughout the year via mentorship programmes and formal training.

iv) How do you assess the training needs of Directors?

Training needs of directors are assessed based on performance, annual evaluation and directors' requests, and observed knowledge/skill gaps.

v) Is there a Board-approved training plan? Yes/No

Yes, there is a Board-approved training plan. The training budget is embedded in the annual budget and plan, which is approved by the Board. The GNRC also monitor the training and talent management in the company

vi) Has it been budgeted for? Yes/No

Yes

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approved policy

for evaluating Board performance? Yes/No

The Board-approved policy for evaluating Board performance is in the works

ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No

No

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

None

iv) Has the Board Evaluation report

been presented to the full Board? Yes/No

If yes, indicate date of presentation.

No

v) Did the Chairman discuss the

evaluation report with the individual directors?

Yes/No

No

vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No

No

Principle 15: Corporate Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance

standards, practices and processes are adequate and effective"

i) For the period under review, has the Company conducted a

corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

This is in the works

ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No

No

iii) If yes, please indicate the date of last presentation.

None

iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and the Investors portal? Yes/No

No

Principle 16: Remuneration Governance

"The Board ensures that the Company remunerates fairly, responsibly and

transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"

i) Is there a Board-approved

Directors' remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes there is a Board-approved Directors' remuneration policy.

This is reviewed regularly with remuneration survey.

ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review

This amount is stated in the Audited Financial Statement

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes the remuneration of NEDS are presented to shareholders for approval at the Annual General Meeting

iv) What portion of the NEDs remuneration is linked to company performance?

Yet to be ascertained

Principles

Reporting Questions

Explanation on application or deviation

v) Is there a Board-approved remuneration policy for Executive and Senior Management? Yes/No

If yes, to what extent is remuneration linked to company performance?

Yes, there is a Board approved remuneration policy for Executive and

Senior Management.

Remuneration is linked

to company performance.

vi) Has the Board set KPIs for Executive Management?

Yes/No

Yes, the Board sets KPIs for Executive Management

vii) If yes, was the performance measured against the KPIs? Yes/No

Yes, performance is measured against the KPIs

viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors' fee? Yes/No

No. The MD/CEO, EDs and Company Secretary do not receive a sitting allowance and/or directors' fee.

1. Which of the following receive sitting allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

No. The MD/CEO, EDs, and Company Secretary do not receive any sitting allowance and/or directors' fee.

x) Is there a Board-approved policy for Executive management? Yes/No

If yes, attach the policy.

This is in the works.

Principle 17: Risk Management

"A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the

i) Has the Board defined the company's risk appetite and limit? Yes/No

Yes,

ii) How often does the company conduct a risk assessment?

The company conducts a risk assessment quarterly.

strategic objectives of the Company"

iii) How often does the Board receive and review risk management reports?

The Board receive and reviews risk management reports and risk register quarterly.

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of

the governance, risk management and internal control systems"

i) Does the company have an Internal Audit function?

Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes.

ii) Does the company have a Board-approved internal audit charter? Yes/No

Yes, the company has a Board-approved internal audit charter

iii) Is the head of internal audit a member of senior management? Yes/No

Yes, the head of internal audit is a member of senior management

iv) What is the qualification and experience of the head of internal audit?

BSc Economics & Statistics, ACIT, FCA. Over 20 years of audit experience.

v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No

Yes, the company has a Board-approved annual risk-based internal audit plan

vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness

of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

Yes, the head of the Internal Audit function reports quarterly to the Audit Committee

vii) Is there an external assessment of the effectiveness of the internal audit function at

No, not yet

Principles

Reporting Questions

Explanation on application or deviation

Least once every three years by a

qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

viii) Who undertakes and approves

the performance evaluation of the Head of Internal Audit?

The Audit Committee, the Board and the MD/CEO undertake the performance evaluation of the Head

of Internal Audit

Principle 19: Whistleblowing

"An effective whistle-blowing framework for reporting any illegal or unethical

behaviour minimises the Company's exposure and prevents recurrence"

i) Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes, the company has a Board-approved whistleblowing framework.

The review is ongoing.

ii) Does the Board ensure that

the whistleblowing process and mechanism are reliable, accessible to all stakeholders, guarantee anonymity and protection of the whistleblower? Yes/No

Yes, the Board ensure that the whistleblowing mechanism and processes are reliable, accessible to all stakeholders, guarantee anonymity and protection of the whistleblower

1. Is the Audit committee provided with

   the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes.

Principle 20: External Audit

"An external auditor is appointed to provide an independent opinion on the true and fair

view of the financial statements of the Company to give assurance to stakeholders on

the reliability of the financial statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

The audit committee makes recommendations for

the appointment, re-appointment or removal of external auditors to the board.

ii) Who approves the appointment, re appointment, and removal of External Auditors?

The Shareholders.

iii) When was the first date of appointment of the External auditors?

2018

iv) How often are the audit partners rotated?

2-3 Years

Principle 21: General Meetings

"General Meetings are important platforms for the Board to engage shareholders to

facilitate greater understanding of the

Company's business, governance and performance. They provide

shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest"

i) How many days prior to the last general meeting were notices, annual

reports and any other relevant information dispatched to Shareholders?

30/31 Days (1month) prior to the Annual General Meeting.

ii) Were the Chairmen of all Board Committees and the Chairman of the Statutory Audit Committee present to

respond to Shareholders' enquiries at the last meeting? Yes/No

Yes.

Principle 22: Shareholder Engagement

"The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company"

1. Is there a Board-approved policy

   on shareholders' engagement? Yes/No

   If yes:

   1. When was it last reviewed?

   2. Is the policy hosted on the company's website?

Yes there is a Board-approved policy

on shareholders' engagement. The Board has adopted the provisions of the NCCG Code

Principles

Reporting Questions

Explanation on application or deviation

ii) How does the Board engage with Institutional Investors and how often?

Institutional Investors are engaged quarterly via formal meetings, investor/analysis calls and NGX Engagement.

Principle 23: Protection of Shareholder Rights

"Equitable treatment of shareholders and

the protection of their statutory and general rights, particularly the interest of minority

shareholders, promote good governance"

1. Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes, the board ensures that adequate and timely information is provided to the shareholders on the Company's activities, via the company's website and on the Nigerian Stock Exchange portal. There are other non-statutory reports and disclosures in the audited accounts as well.

Principle 24: Business Conduct and Ethics

"The establishment of professional business

and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor confidence"

1. Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

   If yes:

   1. Has the COBE been communicated to all internal and external Stakeholders? Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees

      4. Third parties

Yes the company has a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business

and ethical standards

1. Yes the COBE has been communicated to all internal and external Stakeholders

2. The COBE is applicable to the Board, Senior Management, Other employees and Third parties

ii) When was the date of last review of the policy?

This was last reviewed 2022

iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No

Yes.

iv) What sanctions were imposed for the period under review for non-compliance with the COBE?

There have been no infractions, however, Disciplinary sanctions imposed for non-compliance with the COBE include written warning, suspension or termination

Principle 25: Ethical Culture

"The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of

these abuses on the Company and promotes good ethical conduct and investor confidence"

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board

monitor compliance with this policy?

There is a policy in place. The CS constantly bring to the attention of the Board and PDMRs instances when they should not trade in the company's stocks.

1. This is reviewed annually

2. Compliance is monitored through reports, disclosures and adherence to The Nigerian Stock Exchange (NGX) trading policy

1. Does the company have a Board-approved policy on related

   party transactions? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board

      monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees (Specify)

The policy is based on:

1. adherence to The Nigerian Exchange Limited's rules on related party transactions

2. The policy is applicable to the Board, senior management other employees and third parties.

Principles

Reporting Questions

Explanation on application or deviation

4. Third parties (Specify)

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

The Board ensure

adequate disclosure of Related Party Transactions by the responsible parties through continuous monitoring by Executives, regular reports presented at board meetings and disclosures included in the annual report.

1. Does the company have a Board approved policy on conflict of interest? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Senior management

      2. Other employees (Specify)

Yes the company has a Board-approved policy on conflict of interest as part of the board charter

1. This was last reviewed 1st quarter of 2025.

2. The Board Monitors compliance through disclosures and communicating the requirement to declare all conflicts of Interest set out in our Board Charter.

3. This policy is applicable to senior management and other employees.

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational

and community health and safety ensures successful longterm business performance and projects the Company as a responsible corporate citizen contributing to economic development"

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

The company's sustainability framework is in the works.

Notwithstanding, issues bordering on sustainability receive board attention, e.g. compliance, HSE and CSR issues.

ii) How does the Board monitor compliance with the policy?

Good ethics and best practice adherence.

iii) How does the Board report compliance with the policy?

The Board reports the adoption and compliance with the best practice in the published Audited Accounts

iv) Is there a Board-approved policy on diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes

Principle 27: Stakeholder Communication

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"

i) Is there a Board-approved policy on stakeholder management

and communication?

Yes/No

In the works.

ii) Does the Company have an up-to-date investor relations portal? Yes/No

If yes, provide the link.

In the works.

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

i) Does the company's annual report include a summary of the corporate

governance report? Yes/No

Yes the Company's annual report includes a summary of the corporate governance report.

investors and stakeholders, and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance practice"

ii) Has the company been fined by any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

No