ROYAL EXCHANGE : QUARTER 1 - FINANCIAL STATEMENT FOR 2022

Royal Exchange Plc

Unaudited Consolidated Financial Statements for period ended 31 March 2022

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Royal Exchange Plc

Unaudited Consolidated Financial Statements for period ended 31 March 2022

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Royal Exchange Plc

Unaudited Consolidated Financial Statements for period ended 31 March 2022

SHARE DEALING POLICY

1 PURPOSE

1. To outline RE's share dealing policy which is applicable to all of its employees, directors, officers, contractors, agents, auditors or audit committee members, consultants and shareholders holding 5% or more of any class of RE's securities (together "Applicable Persons").
2. As RE's shares are listed on the Nigerian Exchange Ltd., RE is obliged to comply with the rules of the Nigerian Exchange Ltd., the Investments and Securities Act as well as Securities and Exchange Commission ("SEC") Rules and Regulations 2013 ("SEC Rules"), SEC Code of Corporate Governance for Public Companies 2013,the Companies and Allied Matters Act 2020 ("CAMA"),The Financial Reporting Council of Nigeria Act ("FRCN") (together the "Relevant Securities Laws").
3. The Relevant Nigerian Securities Laws imposes restrictions on dealings in the securities of a listed company (which would include shares) to ensure that employees and certain other persons do not abuse, and do not place themselves under suspicion of abusing price sensitive information that they may have or be perceived to have.
4. Care must therefore be taken in the timing of any 'Dealing' in RE's shares.

2 THE POLICY

2.1 It is expressly prohibited for any Applicable Person or Connected Person to Deal in RE's shares when:

1. they have Inside Information; or
2. they are notified by RE that trading is prohibited for a fixed period or until further notice.

1. Employee Insiders (as defined below) may not Deal in RE's shares without obtaining clearance to Deal in advance in accordance with paragraph 6 (Clearance to Deal).
2. A breach of this Policy constitutes a serious employee disciplinary offence, which could result in dismissal, and may also expose Applicable Persons or Connected Persons to criminal and/or civil sanctions.
3. For the avoidance of doubt this Policy is a supplement to, and not a substitute for any of the Relevant Securities Law.

3 DEFINITIONS APPLICABLE TO THIS POLICY

1. The following definitions are referred to within this Policy:

   "Connected Persons" include:

2. the spouse or civil partner;
3. any children (including step-children) under 18 years of age;
4. a nominee, including an investment manager managing funds on their behalf;
5. a trust of which they, any member of their family, or any family controlled company, are the trustee or beneficiary;
6. a person in partnership with them or any of their connected persons mentioned in (a) to (c) above (acting in his or her capacity as such); or
7. a company which they or their family control.

'Deal' or 'Dealing' includes:

1. any acquisition or disposal of, or agreement to acquire or dispose of the shares of the company;
2. entering into a contract (including a contract for difference) the purpose of which is to secure a profit or avoid a loss by
3. the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or dispose of any of the shares
4. entering into, or terminating, assigning or novating any stock lending agreement in respect of the shares of the company;
5. using as security, or otherwise granting a charge, lien or other encumbrance over the shares of the company;
6. any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in the shares of the company; or
7. exercising any other right or fulfilling any obligation, present or future, conditional or unconditional, to acquire or dispose of any securities of the company.

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