Notice of change in board structure

Lagos, Nigeria,

Tuesday, October 14, 2025

Royal Exchange Plc ("the Company") wishes to inform the Nigerian Exchange Limited, its shareholders and the investing public that the following changes have occurred in the composition of its Board of Directors.

Following the resignation of Mr. Adeyinka Ojora (effective October 10, 2025), Mr. Benson Hewett (effective May 6, 2025), and Alhaji Rufai Mouhammed (effective June 20, 2025), the Company has appointed the following persons to its Board effective October 9, 2025:

1. Mr. Ikeme (Ike) Osakwe;

2. Senator Mohammed Sanusi Daggash;

3. Ms. Pamela Mimi Yough;

4. Mr. Ezekiel Ayangbemisola Onilude; and

5. Mr Folabi Caxton-Martins

Members of the Company were duly notified of these appointments at the 2025 Annual General Meeting of the Company held on October 10, 2025, and the appointments will be presented to the members for ratification at the next Annual General Meeting in 2026.

We are confident that these individuals possess the requisite skills and experience as directors to make meaningful contributions and to provide support to the Company's continued growth and success. Please be assured that the new directors have undergone the necessary due diligence processes and fully satisfy all applicable regulatory requirements. Below are their profiles:

Mr. Ikeme (Ike) Osakwe is a retired public and private sector financial management specialist. He holds a bachelor's and a master's degree in chemistry from the University of Oxford and is an Associate Member of the Institute of Chartered Accountants in England and Wales, as well as a Fellow of the Institute of Chartered Accountants of Nigeria. Initially trained at KPMG Audit in London, he returned to Nigeria in 1980 and

established GRID Consulting Ltd, a company that specializesd in financial management advisory services for commerce, industry, governments, and NGOs.

Over the years, he successfully executed extensive and impactful assignments in Nigeria and across the sub-region, working with governments at all levels and, in particular, with international development partners. Of specific note, Mr. Osakwe completed a substantial number of complex advisory and investigative assignments for the Nigerian government in NITEL, NNPC, PPMC, NICON Insurance, Nigerian Reinsurance, and TCPC. He also worked extensively in the development aid sector, with his company dominating financial management advisory services in this space for many years.

Mr. Osakwe retired in 2018 and sold his business to a global corporation headquartered in the USA. He then served for the next seven (7) years as the only non-American member of the governing board of this corporation. He has held many board appointments and currently serves on the boards of Oando Plc, Proton Energy Ltd, and the Centre for Communication and Social Impact. He previously served on the Boards of DAI Global LLC (a US-based global development aid corporation), Leadway Pensure PFA, Notore Chemical Industries Plc, and Red Star Express Nigeria Ltd (the Nigerian FedEx operator). He also chaired the Boards of Thomas Wyatt Nig. Plc and UBA Trustees Ltd. In the past, he served as a member of the Governing Board of the Federal Inland Revenue Service (FIRS) and, in that role, chaired the FIRS Board Committee on Revenue and Finance.

Mr. Osakwe has been a member of Ikoyi Club since 1985, Capital Club since 2019, and Lagos Motorboat Club since 2012. He also served as the Hon. Treasurer of the LMBC.

Senator Mohammed Sanusi Daggash is a Chartered Architect, development planner, businessman, industrialist, and politician with over four decades of distinguished service in both the public and private sectors. He holds a Bachelor of Science degree in Architecture (First Class Honours) and a Master of Science in Architecture (Distinction) from Ahmadu Bello University, Zaria; a Master of Science in Development Economics from University College London (as a Commonwealth Scholar); and a Master of Public Administration from the University of Maiduguri. He is a Fellow of the Nigerian Institute of Architects (FNIA), a Member of the Nigerian Institute of Management (MNIM), and a Member of the Institute of Management Consultants (MIMC).

Senator Daggash began his career as an architect in the Borno State Ministry of Works and Housing before establishing Mass-Consult Nigeria Limited, through which he provided consultancy, development planning, and project management services. His professional practice has spanned architecture, public finance management, and

strategic advisory. Over the years, he has also held directorships and chairmanships in several companies, including Zahav Automobile International Ltd, Shuwari Industries Ltd, Mass-Consult Nigeria Ltd, Matrix-Chad Ltd, Effectivo Capital Ltd, and Guinea Insurance Plc.

Senator Daggash has also held significant national appointments in public service. He represented Marte, Monguno, and Nganzai Federal Constituency in the House of Representatives (1999-2003), where he chaired the House Committee on Finance. In 2003, he was elected Senator for Borno North Senatorial District, serving on key Senate Committees including Finance, Banking and Financial Institutions, Privatisation, and Capital Markets. He was appointed Honourable Minister of National Planning and Deputy Chairman of the National Planning Commission (2007-2008) by President Umaru Musa Yar'Adua, where he also served as Vice-Chairman of the Economic Management Team, Chairman of the Joint Planning Board, and National Authorising Officer for the European Union in Nigeria. In 2010, under President Goodluck Jonathan, he was appointed Honourable Minister of Works (2010-2011), where he spearheaded critical infrastructure projects including the conversion of major PPP projects to Federal Government contracts, notably the Second Niger Bridge at Onitsha and the Oju-Oweto Bridge over the River Benue. He also initiated the introduction of weighbridges and truck parks on federal highways across Nigeria.

Beyond ministerial office, Senator Daggash has played central roles in national policy formulation and economic planning, including leading the Steering Committee for Nigeria's Vision 2020, serving on the National Energy Council, the National Economic Council, and the National Council on Privatisation. He was instrumental in coordinating the 5th National Development Plan and in recovering US$2.2 billion for the Federal Government from misapplied oil industry tax credits.

Senator Gaddash also attended executive courses at Harvard University, Columbia University, and other global institutions, focusing on finance, petroleum management, budgeting, and public sector management. He has received numerous honours and awards, including the Achievers' Platinum Award for Global Excellence, the Arewa Inspirational Leadership Award, and recognition from Imo State University for his contributions to national development. He is also actively engaged in international legislative activities, having served as Chairman of the Nigerian Chapter of Parliamentarians for Global Action (PGA) and as a member of the Parliamentary Network of the World Bank. He currently serves on the Board of Governors of the Commonwealth Human Ecology Council (UK).

In recognition of his service and contributions, he holds three traditional titles: Ebube Agu I of Adazi Ani (Anambra State), Ezinwanne I of Udogadi Okporo (Imo State), and Ochendu of Obosi (Anambra State).

Ms. Pamela Mimi Yough is a corporate executive and accomplished banker with over thirty (30) years of professional experience spanning corporate and investment banking, treasury, private banking, investor relations, and entrepreneurship. She is the immediate past Managing Director and Chief Executive Officer of Zenith Bank (UK) Limited, a subsidiary of Zenith Bank Plc, where she successfully restructured and repositioned the bank, achieving significant growth in profitability, shareholder value, and international recognition.

A graduate of Pace University (BBA, Marketing) and Long Island University (MBA, International Marketing), Ms. Yough has further enriched her expertise through executive education at leading global institutions, including Oxford University, Cambridge University, Stanford University, Massachusetts Institute of Technology (MIT), and INSEAD Business School. Her programmes focused on corporate governance, leadership, advanced management, and board effectiveness. She is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria (HCIB).

Ms. Yough's career began at International Merchant Bank (now FCMB), and she subsequently held senior positions at Citizens International Bank (now Heritage Bank) before joining Zenith Bank Plc in 1999. At Zenith, she rose to the level of General Manager, Group Head of Multilaterals, Conglomerates & Private Banking, and Head of Investor Relations. She also served as a Non-Executive Director on the boards of Zenith Registrars and Zenith Realtors. Her leadership at Zenith Bank (UK) from 2017 to 2021 saw the bank's profit before tax grow from USD 2.6 million in 2016 to over USD 34 million in 2019, while shareholders' funds increased by 43%. Under her stewardship, the bank won multiple international awards, including Global Trade Review's "Best Trade Finance Bank for West Africa" and secured Investors in People Silver accreditation.

In addition to her banking career, Ms. Yough is the founder and Chief Executive Officer of Cloverstar International Ltd, a financial consulting firm serving corporate and high-net-worth clients. She also established Mimi Transnational Nigeria Ltd, a consulting firm specialising in financial advisory, project finance, portfolio management, and real estate development. In May 2024, she was appointed a Non-Executive Director of Zenith Bank Plc.

Beyond her professional pursuits, Ms. Yough is deeply committed to community service. She has chaired and served on numerous church building and harvest committees in Abuja, Lagos, and London, and has been recognised by the Catholic Women Organisation (CWO) of Abuja for exceptional leadership and service. She is also an active member of the IBB Golf Club Ladies' Section and supports various social and community initiatives. Additionally, she has received several awards for leadership and excellence, including recognition as the First Female CEO of Zenith Bank UK by Women in Finance ng (2022). She is also a multiple recipient of Zenith Bank's CEO

and leadership awards and has been honoured by the Catholic Archdiocese of Abuja for her dedication to church and community service.

Mr. Ezekiel Ayangbemisola Onilude is a finance and accounting professional with over fifteen (15) years of extensive experience spanning audit, taxation, financial management, and corporate advisory services. His career has cut across reputable firms, professional services, and faith-based organisations, where he has consistently demonstrated integrity, precision, and excellence in the delivery of accounting and financial solutions.

He is currently the Senior Manager, Accounts at Punuka Attorneys & Solicitors, one of Nigeria's leading law firms, where he oversees the overall accounting functions, including financial reporting, tax administration, investment strategy, payroll management, budgeting, and advisory support services. Prior to this role, he served and gained strong audit and consulting experience as Audit Supervisor and Qualified Trainee with Moronkeji Olufemi & Co. (Chartered Accountants & Tax Consultants), where he was instrumental in audit planning, client advisory, internal control systems, and financial reporting. His professional journey began as Assistant Finance Officer at Yaba Baptist Church, where he provided treasury and financial management support.

Mr. Onilude is a Fellow of the Institute of Chartered Accountants of Nigeria (FCA), an Associate Chartered Taxation Institute (ACTI), and an Associate Member of the Association of Certified Fraud Examiners (US). He also holds certifications in International Financial Reporting (Cert-IFR) from ACCA (UK) and continues to enhance his expertise through professional training in taxation, compliance, IFRS, sustainability accounting, and technology in finance.

Academically, he holds a master's degree in actuarial science and a bachelor's degree in actuarial science (Second Class Upper Division) from the University of Lagos. He is recognised for his integrity, strong analytical skills, multidisciplinary competence, and leadership in financial management. His professional awards include the Best Staff (Non-Legal) Award (2015) and the Long Service Award (2019) from Punuka Attorneys & Solicitors.

Beyond his professional life, he is actively involved in community and voluntary service through leadership roles in the Baptist Church and youth organisations.

Afolabi is a founding partner and the head of the corporate department at Denton ACAS-Law. He advises on a broad range of Nigeria and international cross-border corporate finance transactions, private M&A, joint ventures, and infrastructure/Public-

Private Partnership arrangements. He has acted for multinational corporations across many industry sectors including financial services, transport, telecoms, aviation, healthcare, downstream oil services, technology, insurance, gaming, and hospitality. As a complement to his practice, Afolabi has deep experience advising international clients on matters involving domestic anti-bribery and anti-corruption laws, conducting internal investigations involving corruption and transactional due diligence in the area of the Foreign Corrupt Practices Act.

Afolabi initially practiced as a commercial disputes lawyer and frequently acts as counsel in domestic and international arbitrations in connection with joint ventures and commercial arrangements.

Afolabi obtained his first degree in Law from University of London in 1983, and attended the Nigerian Law School in 1984, after which he was called as Barrister and Solicitor of the Supreme Court of Nigeria in 1984.

The general public should please take note.