Notices of annual general meeting (agm)

NOTICE IS HEREBY GIVEN that the 57thAnnual General Meeting of Royal Exchange Plc (the Company) will be held virtually on Thursday, April 30, 2026, at 10:00 am via zoom teleconferencing to transact the following business:

AGENDA

1. To lay before members the Audited Financial Statements for the year ended December 31, 2025, together with the report of the Directors, Audit Committee, and the Auditors thereon.

2. To ratify the appointment of the following Directors:

   • Mr. Ikeme Osakwe

   • Senator Sanusi Daggash

   • Mr. Afolabi Caxton-Martins

   • Ms. Pamela Yough

   • Mr. Ezekiel Onilude

3. To re-appoint the firm of Kreston Pedabo Audit Services as External Auditors of the Company.

4. To authorize the Directors to fix the remuneration of the External Auditors for the 2026 Financial Year.

5. To elect shareholder members of the Statutory Audit Committee

6. To disclose the remuneration of the Managers of the Company.

   SPECIAL BUSINESS

7. To consider and if thought fit, pass the following as an ordinary resolution: "That the aggregate 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 tickets), such payment to be effective from January 1, 2026.

1. PROXY

   A member of the Company entitled to attend and vote at the meeting who is unable to attend and wishes to be represented at the meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A proxy form is enclosed herewith, and for it to be valid for attending the meeting, it must be completed and duly stamped by the Commissioner of Stamp Duties and deposited at the

   ROYAL EXCHANGE PLC RC: 6752 3B Samuel Manuwa Street, T. +234 915 221 3054 and +234 915 221 3058 Victoria Island, Lagos, Nigeria E. info@royalexchangeplc.com W. www.royalexchangeplc.com Directors: Mr. Ikeme Osakwe (Chairman), Chief (Dr.) Anthony Ikemefuna Idigbe (SAN), Mr. Ezekiel Ayangbemisola Onilude, Ms. Pamela Mimi Yough, Mr. Afolabi Caxton-Martins, Mr. Mohammed Sanusi Daggash, Mrs. Idu Okeahialam.

   registered office of the Registrars, Cardinal Stone Registrars, 335/337, Herbert Macaulay Road, Yaba, Lagos, not less than 48 hours before the time of the meeting. The form may also be sent via email to https://www.cardinalstoneregistrars.com/.

2. NOMINATIONS FOR THE AUDIT COMMITTEE

   Under Section 404(6) of the Companies and Allied Matters Act 2020, any member 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. The Nigerian Code of Corporate Governance 2018 requirements guide such nominations. Please note that the nominees must be financially literate and have proof of qualification.

3. CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOKS

   The Register of members and the Transfer Books will be closed from April 7, 2026, to April 10, 2026, both dates inclusive, for the purpose of updating the register.

4. UNCLAIMED SHARE CERTIFICATE AND DIVIDEND WARRANTS

   Shareholders with dividend warrants and share certificates that have remained unclaimed or are yet to be presented for payment or returned for validation are advised to complete the e-dividend registration or contact the Registrar, Cardinal Stone Registrars.

   Shareholders can reclaim their dividends by filling out e-dividend form in this link: https://cardinalstoneregistrars.com/unclaimed/RoyalExUnclaimed.htm or through the e-Dividend Mandate Management System (e-DMMS) portal: https://docuhub3.nibss-plc.com.ng/edmms/self-service

5. DIRECTOR'S PROFILE

   The profiles of the Directors are contained in the Annual Report and on the Company's website at https://www.royalexchangeplc.com.

6. WEBSITE

   A copy of this notice and other information relating to the meeting can be found on the Company's website at https://www.royalexchangeplc.com.

7. ELECTRONIC ANNUAL REPORT

   The electronic version of the Annual Report will be available online for viewing and download from the Company's website https://www.royalexchangeplc.com. Shareholders who have provided their email addresses to the Registrars will receive the electronic version of the Annual Report via email.

   Furthermore, shareholders who are interested in receiving the electronic version of the Annual Report should request for it via email to registrars@cardinalstone.com.

8. VIRTUAL MEETING

   Pursuant to the provisions of the Business Facilitation (Miscellaneous Provisions) Act, 2022, which allows public companies to hold general meetings electronically, the Annual General Meeting will be held virtually. The virtual link can be accessed on the Company's website: https://www.royalexchnageplc.com.

9. LIVE STREAMING OF THE AGM

   The AGM will be streamed live. This will enable shareholders to follow the proceedings. The link for the AGM livestream would be made available on the Company's website at https://www.royalexchnageplc.com.

10. RIGHT TO ASK QUESTIONS

It is the right of shareholders to ask questions not only at the Annual General Meeting but also in writing prior to the meeting. Such questions should be addressed to the Company Secretary and submitted at the registered office of the Company not later than one week before the date of the Annual General Meeting.

FRC/2022/COY/160581