NCR (NIGERIA) : NCR (NIGERIA) PLC NOTICE OF RESOLUTIONS PASSED AT 71ST AGM

NCR NIGERIA PLC RC.

751

6 Broad Street Lagos

Lagos, 23 May 2024

NCR (NIGERIA) PLC - RESOLUTIONS PASSED AT THE 72ND ANNUAL GENERAL MEETING

The shareholders of NCR (Nigeria) PLC (the "Company") at its 72nd Annual General Meeting (AGM) held on Wednesday, 22 May 2024, at the Function Room, Muson Centre, 8/9 Marina, Onikan, Lagos State, Nigeria, at 11.00 am, proposed and unanimously passed the following resolutions:

ORDINARY BUSINESS

1. That pursuant to section 274 (2) of the CAMA 2020,
2. 1. Mr. Onyekachi Caleb Chukwueke's appointment as a director of the
      Company with effect from 25 October 2023; be and is hereby ratified.
   2. Mr Jimmy James Kallumkal's appointment as a director of the Company with effect from 27 March 2024 be and is hereby ratified.
   3. Ms Karen Witthoft's appointment as a director of the Company with effect from 27 March 2024 be and is hereby ratified.
3. That pursuant to section 285 (1) of the CAMA 2020, Chief Liaquat Bisade Biobaku be and is hereby re-elected as a Director of the Company.
4. That the Directors be and are hereby authorised to fix the remuneration of the Auditors, Grant Thornton.
5. That Mrs. Martina Nnenna Amadi, Alhaji Mustapha Jinadu, and Mr. Taiwo Kashimawo Akanji, be and are hereby elected as shareholders' representatives on the Audit Committee of the Company for the 2024/2025 financial year. The under listed would constitute the membership of the Statutory Audit Committee:
6. • Mrs. Martina Nnenna Amadi(ACIS, FCA)
   • Alhaji Mustapha Ishola Jinadu (FcIoD)
   • Mr. Taiwo Kashimawo Akanji(FCA)
   • Mr. Mathew Adefila - Director
   • Mr. Jimmy James Kallumkal - Director

5. That in line with sections 257 and 238 of the CAMA 2020, the remuneration of the Managers of the Company was disclosed to the members as ₦84 million (Eighty-Four Million) only.

Directors: Otunba Adekunle Ojora OFR, CON, FNIM, J.P. (Chairman), Mr Charles Oloruntoba (Country Manager), Chief Bisade Biobaku, Mr Mathew Adefila, Mr. Onyekachi Caleb Chukwueke, Mr Jimmy James Kallumkal (Australia), Ms Karen Witthoft (Cypriot)

NCR NIGERIA PLC RC.

751

6 Broad Street Lagos

SPECIAL BUSINESS: ORDINARY RESOLUTION

1. That the remuneration of the Non-Executive Directors (NED) of NCR (Nigeria) Plc for the year ending 31 December 2024, and until further notice, be and is hereby fixed at ₦3.5 million (Three Million and Five Hundred Thousand Naira) only as Directors' fees. In addition, sitting allowances will be paid at standard agreed rates for each meeting attended by the Directors.
2. That, pursuant to Rule 20.8 of the Rulebook of the Nigerian Exchange Limited 2015, a general mandate be and is hereby given authorising the Company during the 2024 financial year and up to the date of the next Annual General Meeting, to procure goods, services, and financing and enter into such incidental transactions necessary for its day-to-day operations from its related parties or interested persons on normal commercial terms consistent with the Company's
   Transfer Pricing Policy. All transactions falling under this category which were earlier entered into in 2023 prior to the date of this meeting are hereby ratified.

SPECIAL BUSINESS: SPECIAL RESOLUTION

8. The following were passed as a subjoined resolution:

1. That a new Article 48 be and is hereby inserted in the Articles of Association of the Company, which reads as follows:

ELECTRONIC MEETINGS:

The Annual General Meeting shall be held in such manner, at such time and place as the Directors shall appoint, including virtually or by any other electronic means."

1. That the existing articles 48 to 129 be and are hereby renumbered as 49 to 130.

Yours faithfully,

ALSEC NOMINEES LIMITED

BERNICE ANYA

Company Secretary

Directors: Otunba Adekunle Ojora OFR, CON, FNIM, J.P. (Chairman), Mr Charles Oloruntoba (Country Manager), Chief Bisade Biobaku, Mr Mathew Adefila, Mr. Onyekachi Caleb Chukwueke, Mr Jimmy James Kallumkal (Australia), Ms Karen Witthoft (Cypriot)