NCR (nigeria) Plc - notice of resolutions passed at 73rd agm

Lagos, 21 May 2025

The shareholders of NCR (Nigeria) PLC (the "Company") at its 73rd Annual General Meeting (AGM) held virtually on Wednesday, 21 May 2025, via the Zoom Cloud Platform, at 11.00 am, proposed and unanimously passed the following resolutions:

1. That pursuant to section 274 (2) of the CAMA 2020, Mr. Abdulqudus Anuoluwa Ashimi's appointment as a Director of the Company with effect from 6 November 2024; be and is hereby ratified.

2. That pursuant to section 285 (1) of the CAMA 2020, Mr Matthew Adefila be and is hereby re-elected as a Director of the Company.

3. That the Directors be and are hereby authorised to fix the remuneration of the Auditors, Grant Thornton.

4. That Mrs. Martina Nnenna Amadi, Alhaji Mustapha Jinadu, and Mr. Taiwo Kashimawo Akanji, be and are hereby elected as shareholders' representatives on the Statutory Audit Committee of the Company for the 2025/2026 financial year. The under listed would constitute the membership of the Statutory Audit Committee:

   • Mrs. Martina Nnenna Amadi(ACIS, FCA)

   • Alhaji Mustapha Ishola Jinadu (FcIoD)

   • Mr. Taiwo Kashimawo Akanji (FCA)

   • Mr. Mathew Adefila - Director

   • Chief Bisade Biobaku - Director

5. That in line with sections 257 of the CAMA 2020, the remuneration of the Managers of the Company was disclosed to the members as ₦89,742,927.63 million (Eighty-Nine Million, Seven Hundred and Forty-Two Thousand, Nine Hundred and Twenty-Sevent Naira Sixty-Three Kobo Million) only.

   SPECIAL BUSINESS: ORDINARY RESOLUTION

6. That the remuneration of the Non-Executive Directors (NED) of NCR (Nigeria) Plc for the year ending 31 December 2025, and until further notice, be and is hereby fixed at ₦4.5 million (Four Million and Five Hundred Thousand Naira) only

   as Directors' fees. In addition, sitting allowances will be paid at standard agreed

   rates for each meeting attended by the Directors.

7. That, pursuant to Rule 20.8 of the Rulebook of the Nigerian Exchange Limited 2015, a general mandate be and is hereby given authorising the Company during the 2025 financial year and up to the date of the next Annual General Meeting, to procure goods, services, and financing and enter into such incidental transactions necessary for its day-to-day operations from its related parties or interested persons on normal commercial terms consistent with the Company's Transfer Pricing Policy. All transactions falling under this category which were earlier entered into in 2025 prior to the date of this meeting are hereby ratified.