Resolutions - extraordinary meeting

Lagos, Nigeria 17 April 2025

At the Extraordinary General Meeting of Secure Electronic Technology Plc. ("The Company") that was held at 12.00pm on Wednesday 16 April, 2025 at The Events Warehouse, Plot CDE Industrial Crescent, Ilupeju, Lagos the following Resolutions were proposed and duly passed:

Approval of Share Reconstruction:

• "That subject to all regulatory approvals, the share reconstruction and recapitalization proposed by Apex Alpha Acquisitions Limited - "AAA" (the investor) a company incorporated in Nigeria under the Companies and Allied Matters Act 2020 be and is hereby approved;

• that the proposed share reconstruction and recapitalization of the Company shall be by way of a private placement, upon the terms agreed by both parties under the "Definitive Agreement";

• that the issued share capital of the Company be reduced from

  ₦2,815,770,000.00 represented by 5,631,540,000 (Five Billion, Six Hundred and Thirty-One Million, Five Hundred and Forty Thousand) ordinary shares of 50 kobo each to 1,407,885,000 (One billion Four Hundred and Seven Million, Eight Hundred and Eighty-Five Thousand ordinary shares of 50 kobo each, subject to the approval of the Federal High Court, Securities and Exchange Commission (SEC) and other relevant regulatory authorities;

• that this restructuring shall result in the cancellation of 4,223,655,000 units of shares and the portion of the share capital cancelled, being valued at ₦2,111,827,500.00 be transferred to a "special reconstruction reserve;

  
  
  

• that SET Plc shall consolidate its issued shares at a basis of 1 for 4 ratio, meaning, every 4 (four) shares of SET Plc currently held by a shareholder shall be converted to 1 (one) share and shareholdings that result in fractional shares post-reconstruction shall be rounded up to the nearest whole number.;

• that concurrently there shall be a proportional upward adjustment in the share price of SET Plc on Nigerian Exchange Limited (NGX), to be reflected after the conversion, so that the value of 1 (one) converted share shall be equal to the market price of 4 (four) pre-reconstruction shares; and at the end of the reconstruction, SET Plc's market capitalization and each shareholder's percentage holding shall remain unchanged."

1. Alteration of the Memorandum and Articles of Association:

   "that the Memorandum and Articles of Secure Electronic Technology Plc be amended and that the Share Capital clause be amended to reflect the accurate post reconstruction Share Capital of the Company, subject to all regulatory approvals be and is hereby approved".

2. Authorization of the Directors to issue shares to the investors:

"That the Directors be hereby authorised to issue Ordinary shares of 50k each to the investors (Apex Alpha Acquisitions) in such proportion as represents 75% of the total issued and paid-up shares of Secure Electronic Technology Plc according to the terms agreed by the parties in the "Definitive Agreement" and to perform such duties and carry out such acts as might be required to give effect to such share transfer, subject to the approval of the SEC and all other regulatory approvals be and is hereby approved."

Irene Attoe

FRC/2021/002/000000023960