2025 Agm resolutions

Lagos, Nigeria, May 5, 2026

At the Annual General Meeting of Royal Exchange Plc (Company) duly convened and held on the 30th day of April 2026, at 10:00am via zoom teleconferencing, the following resolutions were proposed and duly passed by members of the Company:

Ordinary Business:

1. That the Audited Financial Statements for the year ended December 31, 2025, together with the reports of the Directors, External Auditor, and the Audit Committee submitted to the meeting be and are hereby received and adopted.

2. That the appointment of Mr. Ikeme Osakwe as Director of the Company be and is hereby ratified.

3. That the appointment of Senator Sanusi Daggash as Director of the Company be and is hereby ratified.

4. That the appointment of Mr. Afolabi Caxton-Martins as Director of the Company be and is hereby ratified.

5. That the appointment of Ms. Pamela Yough as Director of the Company be and is hereby ratified.

6. That the appointment of Mr. Ezekiel Onilude as Director of the Company be and is hereby ratified.

7. That the firm of Kreston Pedabo Audit Services be and are hereby reappointed as External Auditors of the Company for the financial year ending December 31, 2026.

8. That the Directors be and are hereby authorized to fix the remuneration of the External Auditors for the financial year ending December 31, 2026.

9. That the following shareholders be and are returned unopposed to be shareholder members of the Statutory Audit Committee

   1. Mr Olawuyi Tajudeen

   2. Bekunmi Akinsolu

   3. Prince Adekunle Olodun

10. That the following Directors be nominated to represent the Board on the Statutory Audit Committee:

    1. Senator Sanusi Daggash

    2. Mr. Ezekiel Onilude

11. That the remuneration of the managers of the Company as contained on Note 33, page 88 of the Annual Report are hereby noted.

    Special Business

12. That Non-Executive Directors' remuneration for the financial year 2026 and for succeeding years until reviewed by the Company at an Annual General meeting, be and is hereby fixed at N74,000,000 (Seventy-four Million Naira) (excluding sitting allowances, seasonal gifts, health insurance, travel ticket), such payment to be effective from January 1, 2026.

For: OOT Nominees Ltd Company Secretary