Legend Internet Plc - nccg 2025

S/No.

Items

Details

i.

Company Name

Legend Internet Plc

ii.

Date of Incorporation

17 August 2021

iii.

RC Number

1829214

iv.

License Number

-

v.

Company Physical Address

15 Bangui Street, Wuse 2, Abuja

vi.

Company Website Address

https://www.legend.ng

vii.

Financial Year End

31 July 2025

viii.

Is the Company a part of a Group/Holding Company?

Yes/No

If yes, please state the name of the Group/Holding Company

No

ix.

Name and Address of Company Secretary

Erinma Onuoma

Legend Internet Plc, 15 Bangui Street, Wuse II, Abuja

x.

Name and Address of External Auditor(s)

Poju Professional Services

2nd Floor, Alhaja, Balogun Bus Stop, 9 Kofoworola Cres, off Obafemi Awolowo Way, Oba Akran, Ikeja

xi.

Name and Address of Registrar(s)

Datamax Registrars Limited

2C, Gbagada Expressway, By Beko Ransome Kuti Park Lagos State

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

e.ogburafor@legend.ng 08063622992

xiii.

Name of the Governance Evaluation Consultant

None during review period

xiv.

Name of the Board Evaluation Consultant

None during review period

S/No.

Names

Position Held

Gender

1.

Aisha Abdulaziz

Managing Director/Chief Executive Officer

Female

2.

Chris Pitan

Chief Finance Officer

Male

3.

Erinma Onuoma

Company Secretary/Legal Adviser

Female

4.

Francis Adubazi

Chief Operating Officer

Male

5.

Shakira Alaga

Chief Marketing Officer

Female

6.

Rachel Ochiche

Head, Networks

Female

7.

Ziyana Ayonote

Head, Human Capital Management

Female

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 detailing the responsibilities of the Board and contains the corporate governance policies and practices. The Charter helps the Board in providing overall strategic leadership to the Company. It also guides in the Board's oversight function, effective stakeholder management and growth of the Company. The Charter was last reviewed in June 2025 in order to incorporate the provisions of the Nigerian Code of Corporate Governance 2018. The Charter is attached as Annexure I

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 Directors are appointed to ensure an appropriate balance of skills, qualifications and experiences. The Directors hold qualifications in various areas including finance & accounting, strategy, law, corporate governance, marketing, information technology and general management. Their experiences are also diverse and include experience in the consumer goods industry within emerging and developed markets, management and strategic direction positions

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 Board ensures diversity in knowledge skills, experience, age, culture and gender, geared towards promoting better decision-making and effective governance. The Company has been able to achieve the diversity targets to a large extent as

may be deduced from the profiles of the Directors.

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

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

No. There are no directors holding concurrent directorships on the Board

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. The MD/CEO and the ED do not chair any Board Committee. All Board Committees are headed by Non- Executive Directors in line with good corporate governance practices.

Principle 3: Chairman

"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"

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

If yes, list them.

No. The Chairman is neither a member of any of the Board Committees nor a chair of the Board Committees in line with good corporate governance practices.

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

None. The Chairman was not in attendance at any Board Committee meeting during the period under review but was briefed at the next Board of Directors' meeting with a summary of the Committee meetings.

iii) Is the Chairman an INED or a NED?

The Chairman is a Non-Executive Director

Principles

Reporting Questions

Explanation on application or deviation

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?

No. The Chairman is not a former MD/CEO or ED of the Company

v) When was he/she appointed as Chairman?

He was appointed as Chairman in May 2024

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No

If yes, specify which document

Yes, the responsibilities of the Chairman are defined in the Companies & Allied Matters Act, Articles of Association and Board Charter.

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 has a contract of employment and other operational documents detailing her authority and relationship with the Board.

ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The MD/CEO declares any conflict of interest on appointment. She is also required to declare any conflict of interest she may have periodically.

iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

None. The MD did not attend any of the Board Committee meetings during the period under review

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

No

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. The MD is the only ED and she has a 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 ED has a contract of employment and other operational documents which provide details regarding her role and responsibilities.

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

Yes. The ED declares any conflict of interest on appointment. She is also required to declare any conflict of interest she may have periodically.

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

Principle 6: Non-Executive Directors

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

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 documented in their letters of appointment and Board Charter.

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 specifying their duties, liabilities and terms of engagement.

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. They are also required to declare any conflict of interest they may have periodically.

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 its Board as part of their induction.

Principles

Reporting Questions

Explanation on application or deviation

v) What is the process of ensuring completeness and adequacy of the information provided?

Completeness and accuracy are ensured through standardization of information provided to Directors on appointment and usually included in a Board Induction Pack which is updated regularly with recent and relevant information and documents relating to the Company and its Board. Information provided to Directors ahead of Board and Committee meetings in the form of papers and presentations are prepared by relevant members of management and Directors are provided the opportunity to seek clarification and to make further enquiries during the meetings.

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

Yes. The NEDs have unrestricted access to the EDs, the Company Secretary and the Internal Auditor. They are encouraged to contact them on Company related matters.

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 in the Code.

ii) Are there any exceptions?

No. There are no exceptions to the prescribed requirements.

iii) What is the process of selecting INEDs?

The Board determines the required knowledge, skills, experience and competence to be possessed by the potential candidate and identifies such candidates while taking into consideration their eligibility for nomination as INEDs.

Thereafter, the curriculum vitae of candidates satisfying the requirements would be sourced and forwarded to the Nomination, Governance and Remuneration Committee for scrutiny, discreet validation of character, and consideration of their eligibility as INEDs. Following this, the Committee shortlists candidates and presents to the full Board for a review and final decision on the selection alongside its recommendation for appointment

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 specifying their duties, liabilities and terms of engagement.

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. They are also required to declare any conflict of interest they may have annually. The Board Charter and Code of Ethics (Attached as Annexure II) requires all Directors to promptly disclose any conflict of interest as they occur.

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 independence of INEDs annually through the declaration of conflict process and review by the Nominations and Governance Committee

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

No. None of the INEDs are shareholders of 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. None of the INEDs have any other relationship with the Company apart from directorship.

ix) What are the components of INEDs remuneration?

• Annual Directors' Fees

• Board and Committee Sitting allowances

Principles

Reporting Questions

Explanation on application or deviation

• Travel 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?

The Company Secretary qualified as a Solicitor and Advocate of the Supreme Court of Nigeria in 2013 and holds a Master degree in Conflict and Resolution. She holds an LL.B, a B.L from the Nigerian Law School, and a Master's degree in Conflict, Security and Development. She is a member of the Nigerian Bar Association, the Chartered Institute of Arbitrators (UK), and the International Bar Association.

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

Yes, the Company Secretary is a member of senior management. She is the Legal Adviser and Company Secretary.

iv) Who does the Company Secretary report to?

The Company Secretary reports to the Board on her functional duties through the Board Chairman as well as to the Managing Director as a member of the Company's management on her administrative responsibilities.

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

The appointment of the Company Secretary is based on merit with selection criteria emphasizing competence, qualification and relevant experience similar to the recruitment process for the directors.

The removal of the Company Secretary is reserved for the Board and the shareholders at the Annual General Meeting in accordance with the provisions

of CAMA.

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

The Board performs an appraisal of the performance of the Company Secretary as an integral part of the annual Board Evaluation exercise.

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 and Code of Ethics provides that the Directors shall have access to independent professional advice where they consider it necessary to discharge their responsibilities as Directors.

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

The Company bears the cost for such independent advice, whenever required.

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

If yes, provide details.

No. The Directors did not require the advice of any independent professional during the period under review.

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?

Drafts of minutes of Board meetings are sent to Board members ahead of Board meetings to afford them the opportunity to carry out a thorough review. Subsequently, the minutes are collectively reviewed and approved by the Board at Board meetings and signed by the Chairman before they are included in

the Company's Minute Book.

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

The minutes of Board meetings are required to be sent to the Directors within 2 weeks of the Board Meeting. The minutes are also included in the Board

Pack sent to the Directors with the Notice of Meeting

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

A Director's eligibility to be re-elected to the Board could be impacted if they repeatedly fail to attend meetings without justifiable reasons

Principles

Reporting Questions

Explanation on application or deviation

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. All the Board Committees have Charters which set out their responsibilities and terms of reference.

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

Drafts of minutes of Board committee meetings are sent to Committee members within 2 weeks of the meeting to afford them the opportunity to carry out a thorough review. Subsequently, the minutes are collectively reviewed and approved by members at Board committee meetings and signed by the Chairman and Company Secretary before they are included in the Company's Minute Book.

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

The minutes of Board Committee meetings are required to be sent to members of the Committee

within 2 weeks of the 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

1. Nomination, Governance Committee

2. Audit and Risk Management Committee

3. Remuneration Committee

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

The Chairman of each Board Committee is appointed by the Board of Directors.

Committee responsible for Nomination and Governance

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

One-third. The other two members are non-executive directors.

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

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 policy which is reviewed periodically.

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 periodically

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

The Committees presents a written report of the key recommendations made at their meeting to the Board and the reports are reviewed and decisions taken by the Board are recorded as part of its

records.

Committee responsible for Remuneration

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

One-third. The other members are NEDs

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

The Chairman of the Committee responsible for Remuneration 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 and Risk Committee which is separate from the Statutory Audit Committee.

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

Yes. The members of the Board Audit and Risk Committee are financially literate.

Principles

Reporting Questions

Explanation on application or deviation

xvi) What are their qualifications and experience?

The members have a range of qualifications which include degrees in accounting, finance, Law, information technology and administration. They also have several years of experience within management roles at organisations within and

outside Nigeria

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

Ayodele Arogbo

Ifeyinwa Georgina Umunnakwe-Okeke

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

The Board Audit and Risk Management Committee reviews the report of the Internal Auditor quarterly. The review is done at the Committee's quarterly

meeting.

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

Yes. The Company has a Board approved Internal Control policy.

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

The Board monitors compliance with the Internal Control Policy through the Board Audit and Risk Management Committee's quarterly meetings during which it receives reports from the Head, Internal Control.

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 External Auditors present Key Audit Matters, their Management Letter and management's response to issues raised to the Board Audit and Risk Management Committee. The Committee also evaluates annually, the independence and performance of external auditors.

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

Yes. The Board Audit and Risk Management Committee Charter empowers the Board, subject to the recommendation of the committee responsible for audit, to determine such non-audit services that the external auditor may provide the company provided that such non-audit service shall not create a self-review threat in line with the provisions of

international auditing standards

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

Once

Committee responsible for Risk Management

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

The Chairman of the Board Audit and Risk Management Committee is an INED.

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 Policy

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

Date of last review

The Board Audit and Risk Management Committee reviews the adequacy of the risk management controls quarterly during the committee's meetings. The Risk Management Controls were adopted in June

2025

xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes. The Company has a Board approved IT Data Governance Framework which will be reviewed periodically. It was approved by the Board in June 2025

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

The Committee is to receive and review compliance report on the IT Data Governance Framework annually.

Principles

Reporting Questions

Explanation on application or deviation

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

Yes. She has relevant experience for the role.

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

review?

1. The CRO attends all the meetings of the Board Audit and Risk Management Committee.

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. The Board Charter provides information on the appointment of Directors.

ii) What criteria are considered for their appointment?

Appointment to the Board will take into consideration the strength and areas of improvement of the existing Board, integrity, competence, skills, knowledge, experience, capacity to undertake the responsibility

as well as diversity.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

The Board in ascertaining whether prospective directors are fit and proper determine the required knowledge, skills, experience and competence to be possessed by the potential candidate. Thereafter, the curriculum vitae of candidates satisfying the requirements would be sourced and forwarded to the Nomination, Governance and Remuneration Committee for scrutiny, discreet validation of

character and interaction with the candidates.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

1. Chairman- Yes, subject to re-election every 3 years

2. MD/CEO - Yes, based on employment contract

3. INED - Yes, up to 9 years

4. NED - Yes, subject to re-election every 3 years

5. EDs - Yes, based on employment contract

v) Please state the tenure

1. The Chairman - He is subject to periodic re-election by shareholders following statutory retirement by rotation.

2. The MD/CEO - She is a full-time employee and is retained in the role based on her performance

   as assessed by the Board and contract

3. INED - An initial term of 3 years subject to a maximum of three (3) terms making a maximum of 9 years in total as stipulated in the NCCG 2018. Their tenure is also subject to periodic re-election by shareholders following statutory retirement by rotation.

4. NED - Their tenure is also subject to periodic re-election by shareholders following statutory retirement by rotation.

5. ED - She is a full-time employee and is retained in the role based on her performance as

assessed by the Board and contract.

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

Yes. This is periodically reviewed by the Board

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, the Board has a formal induction programme for new Directors.

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

If yes, provide date of induction.

Yes, 1 new Director was appointed. Ms. Lydia Abayomi. The date of her induction was as 5 March 2025

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes. Directors of the Company participate periodically in relevant continuing education program at the expense of the company in order to update their knowledge and skills and keep them informed of new developments in the Company's business, regulatory and operating environments.

The objective of the training is to assist them to fully

Principles

Reporting Questions

Explanation on application or deviation

and effectively discharge their duties to the

Company.

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

The Board has established a formal and rigorous annual evaluation of individual Directors. The result of this evaluation forms a basis for the assessment of the

training needs of Directors.

v) Is there a Board-approved training plan?

Yes/No

No. The training plan is based on identified needs which are communicated to the directors to indicate

interest.

vi) Has it been budgeted for? Yes/No

Yes. Management ensures that the training requirements and other needs of the Board are paid

for after directors confirm availability.

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

Yes. This is incorporated in the Board Charter and the Terms of Reference of the Nominations & Governance Committee.

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

Yes

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

Internal. The last evaluation was conducted in May 2025 for the period ended 31 July 2025.

iv) Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

Yes. The Board Evaluation report for the period ended 31 July 2025 will be presented at the Board

meeting scheduled to hold in November 2025

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

The Chairman will discuss the evaluation report for the period ended 31 July 2025 with individual directors in November 2025

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

Yes. The performance of each Director is considered by the Board in deciding whether to present a Director for re-election.

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.

Yes. The Company has conducted a corporate governance evaluation exercise for the

period ended 31 July 2025

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

The corporate governance evaluation report was presented to the Board in September 2025

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

September 2025

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

The summary of the 2025 Corporate Governance Evaluation Report will be included in the 2025 Annual Report.

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. The policy is to be reviewed periodically.

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

• Annual Directors' Fees: N2 m

• Sitting allowance per meeting: N200,000

• Sitting Allowance or Committee meetings -N150,000

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

If yes, when was it approved?

Yes. The remuneration of NEDs is presented annually to shareholders at the AGM. It will be approved at the Company's AGM scheduled to hold in November 2025.

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

The NEDs do not receive any remuneration that is linked to the Company's performance.

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. The Company has a remuneration policy for its executive and senior management.

vi) Has the Board set KPIs for Executive Management? Yes/No

Yes. The Board sets KPIs for the executive management.

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

The performance of the executive management team is measured against the KPIs.

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

No. They do not receive sitting allowance and fees.

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

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

None

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

If yes, attach the policy.

The Company's claw-back policy is embedded in the Company's Code of Ethics

Principle 17: Risk Management

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

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

The Company's risk appetite is discussed at Board meetings.

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

Comprehensive and company-wide risk assessment is done annually.

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

The Board receives and reviews the risk management report on a quarterly basis.

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. The Company's structure provides for an Internal Auditor; however, the position is currently vacant. The Board nevertheless continues to obtain assurance on the effectiveness of internal processes and controls through periodic reviews conducted by Management, oversight by the Audit and Risk Committee, and external audit reviews.

The Company is in the process of filling the Internal Auditor role and confirms that the position will be occupied within the next reporting period.

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

Yes, the Company has an Internal Audit charter.

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

Please see response in (i) above

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

Explained in (i) above

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

Yes

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

No. The Company has not yet conducted an external assessment of the effectiveness of the internal audit function, as the position of Internal Auditor is currently vacant.

However, upon the engagement of a substantive Internal Auditor, the Board, through the Audit and Risk

Principles

Reporting Questions

Explanation on application or deviation

Committee, will ensure that an independent external assessment of the internal audit function is conducted at least once every three (3) years in line with the provisions of the Nigerian Code of Corporate Governance 2018 and other applicable regulatory requirements.

vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

No.

viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit?

The Audit and Risk Management Committee

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 policy. It was last reviewed in June 2025

ii) Does the Board ensure that the whistleblowing mechanism and are process reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No

Yes. The whistleblowing mechanisms are reliable, accessible to all stakeholders and guarantees anonymity.

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. The Audit Committee received periodic reports on the whistleblowing mechanism, reported cases and results of investigated cases.

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 Statutory Audit Committee makes recommendations for the appointment, re-appointment, or removal of the external auditors to the Board of Directors. The Statutory Audit Committee will be duly constituted following its election at the forthcoming Annual General Meeting scheduled to hold in November 2025

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

The Shareholders at the Company's AGM, approve the appointment, re-appointment or removal of the External Auditors.

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

24 May 2024

iv) How often are the audit partners rotated?

5 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?

Notices, annual reports and other relevant information regarding the AGM were dispatched and/or published at least 21 days before the last AGM

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

The Company has recently inaugurated the Board Committees. The Statutory Audit Committee will be elected at the AGM which hold in November 2025. The Chairmen of all Board committees will attend the next Annual General Meeting.

Principles

Reporting Questions

Explanation on application or deviation

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. The Board has adopted the provisions of the NCCG 2018 in relation to shareholder engagement

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

Through engagement platforms organized by financial institutions and operators in the capital and money markets.

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. This is done through prompt dissemination of information to the shareholders and the investing public through the NGX Portal and publication in newspapers.

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 that guides the Company's professional business and ethical standards.

Yes. it has been communicated to all internal and external stakeholders and is applicable to all stakeholders including members of the Board, senior management, all employees and third parties.

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

June 2025

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

Yes. This is done regularly by the Board and Management.

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

No sanctions were imposed on the Company.

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?

Yes. There is a Board approved Insider Trading Policy embedded in the Board Charter and Code of Ethics

1. It was last reviewed in June 2025

2. Through top-down commitment and periodic review by the Board and management

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

We adopt the NGX Rules on Related Party Transactions which is to be complied with by all listed companies.

Principles

Reporting Questions

Explanation on application or deviation

1. Senior management

2. Other employees (Specify)

3. Third parties (Specify)

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

Responsible parties are requested to disclose adequate information on related party transactions. Our external auditors are requested to review the

disclosures and take appropriate action

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's policy on conflict of interest is embedded in its Board Charter and Code of Business Conduct and Ethics.

1. It was last reviewed in June 2025.

2. Employees are encouraged to disclose conflict of interest situations to their Line Manager, HR or the Legal or Compliance department and complaints are reviewed for prompt action.

3. The Code is applicable to all employees including senior management.

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful long-term 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?

Yes. The policy was last reviewed in June 2025

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

The Board receives periodic reports on sustainability activities and takes appropriate action.

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

Compliance with the report is disclosed in the Company's Annual Report.

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

If yes, when was it last reviewed?

Yes. The Sustainability policy also includes the Company's policy on diversity. It was last reviewed in June 2025

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

Yes

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

If yes, provide the link.

Yes

https://legend.ng/investor-relations

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

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

ensures proper monitoring of its implementation which engenders

good corporate governance practice"

i) Does the company's annual report include a summary of the corporate governance report? Yes/No

Yes. The Annual Report includes a report on corporate governance.

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