Notices of annual general meeting (agm)

NOTICE IS HEREBY GIVEN that the Sixty-Fifth (65th) Annual General Meeting (AGM) of Nigerian Exchange Group Plc ('the Company') will hold at the Trading Floor, 8thfloor, Nigerian Exchange Group House, 2-4 Customs Street Lagos, on Wednesday, 29 April 2026 at 11:00 a.m. prompt to transact the following businesses:

1. To receive the Company's Audited Financial Statements for the year ended December 31, 2025, and the Reports of the Directors, Auditor, Board Evaluation Consultants and Audit Committee thereon.

2. To declare a final Dividend.

3. To re-elect the following Non-Executive directors that are retiring by rotation,

   1. Dr. Umaru Kwairanga;

   2. Mrs. Ojinika Olaghere; and

   3. Dr. Okechukwu Itanyi.

4. To authorise the Board to fix the remuneration of the external auditors.

5. To disclose the remuneration of Managers of Nigerian Exchange Group Plc.

6. To elect/re-elect members of the Statutory Audit Committee.

   SPECIAL BUSINESS

7. To consider and if thought fit pass the following sub-joined resolutions as an ordinary resolution:

   1. That, subject to the approval of the relevant regulatory authorities, the Board be and is hereby authorised to allot a bonus issue of 1 (One) new ordinary share for every 3 (Three) existing ordinary shares of 50 kobo each to members whose names appear in the Company's Register of Members at the close of business on 10 April 2026 (the "Qualification Date"). The Bonus Shares shall be credited as fully paid and shall rank pari passu in all respects with the existing ordinary shares of the Company.

   2. To increase the share capital of the Company by the creation of such sufficient number of ordinary shares of 50 Kobo each representing the total number of Bonus Shares, such shares ranking pari passu in all respects with the existing shares in the capital.

   3. That the Company be and is hereby authorised to increase its share capital from

      ₦1,102,309,954 to ₦1,469,746,605 (or to otherwise increase its share capital to an amount sufficient to accommodate the Bonus Issue).

   4. The Board be and is hereby authorized to perform all such acts as may be necessary to give effect to the above resolutions, including without limitation, complying with directives of any regulatory authority.

8. To consider and if thought fit, pass the following as a special resolution:

That Clause 6 of the Company's Memorandum of Association be amended to reflect the new share capital of ₦1,469,746,605 by the increase and addition of 734,873,302 ordinary shares of ₦0.50 each ranking pari passu with the Company's existing ordinary shares bringing the Company's total share capital to ₦1,469,746,605 made up of 2,939,493,210 issued ordinary shares of ₦0.50 each.

1. PROXY

   1. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of himself/herself. A proxy need not be a shareholder.

   2. A blank proxy form is attached to the Notice of AGM and may also be downloaded from the website of Nigerian Exchange Group Plc (NGX Group) at https://www.ngxgroup.com

   3. All instruments of proxy should be duly stamped at the Stamp Duties Office and deposited at either the registered office of NGX Group's Registrars, DataMax Registrars, (2C Gbagada -Oworonshoki Expressway, Gbagada, Lagos) or via email to datamax@datamaxregistrars.com or contactcenter@ngxgroup.com at least forty-eight (48) hours before the time of holding the meeting.

   4. PAYMENT OF DIVIDEND

      If the proposed Dividend of N2 Naira per every N0.50 Kobo ordinary share is approved, it will be payable on Wednesday 29 April 2026 to shareholders whose names appear in the Register of Members at the close of business on Friday 10 April 2026. Shareholders who have completed the e-dividend mandate forms will receive direct credit of the dividend into their bank accounts on the payment date.

   5. CLOSURE OF REGISTER AND TRANSFER BOOKS

      Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Monday the 13thday of April 2026 to Tuesday the 14thday of April 2026 both days inclusive for the purpose of preparing an up-to date Register of Members.

2. LIVE STREAMING OF AGM

   The AGM will be streamed live to enable shareholders and other stakeholders who are unable to physically attend to follow the proceedings online. The link for live streaming will be made available on NGX Group's website at https://www.ngxgroup.com

3. STATUTORY AUDIT COMMITTEE

   The Audit Committee consists of three (3) Shareholder representatives and two (2) Directors. In accordance with Section 404 of the Companies and Allied Matters Act, 2020, any shareholder may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. Further, CAMA provides that all members of the Audit Committee shall be financially literate, and at least one member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. Consequently, a detailed resume and copies of qualification certificates should be submitted with each nomination.

4. BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

   Biographical details of Directors submitted for re-election are contained in the Annual Report.

5. QUESTIONS FROM SHAREHOLDERS

Shareholders reserve the right to ask questions not only at the meeting but also in writing prior to the meeting on any item contained in the Annual Report and Accounts or on any matter. Please send questions, comments or observations to Investors Relations by e-mail to IR@ngxgroup.com not later than 17 April 2026. Questions and answers will be presented at the Annual General Meeting.

Dated this 2ndday of April 2026 By Order of the Board

Izuchukwu Akpa

NGX Group House 2-4, Customs Street Lagos, Nigeria