Powering Sustainable Market Development Through Digital Transformation

REPORT

& ACCOUNTS

ANNUAL 2

TABLE OF CONTENTS

2

4

NOTICE OF THE 64TH ANNUAL GENERAL MEETING CHAIRMAN'S STATEMENT

8

11

19

34

GMD/CEO'S STATEMENT 2024 STRATEGY REPORT SUSTAINABILITY REPORT GRI INDEX

41

42

43

2024 GROUP FINANCIAL HIGHLIGHTS 2024 COMPANY FINANCIAL HIGHLIGHTS ENTERPRISE RISK MANAGEMENT

50

53

NGX GROUP INTERNAL CONTROL REPORT COMPLIANCE & ETHICS REPORT

58

61

BOARD EVALUATION REPORT DIRECTORS' REPORT

74

CORPORATE GOVERNANCE REPORT

83

STATEMENT OF COMPLIANCE WITH NGX LIMITED'S LISTING RULES ON SECURITY TRADING

84

85 86 87

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO THE PREPARATION OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS STATEMENT OF CORPORATE RESPONSIBILITY FOR THE FINANCIAL STATEMENTS STATUTORY AUDIT COMMITTEE'S REPORT

CERTIFICATION OF MANAGEMENT'S ASSESSMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

88

MANAGEMENT'S REPORT ON THE ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

89

INDEPENDENT AUDITOR'S REPORT

96

97

98

99

CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION CONSOLIDATED AND SEPARATE STATEMENT OF CHANGES IN EQUITY CONSOLIDATED AND SEPARATE STATEMENT OF CASH FLOWS

100

162

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS VALUE ADDED STATEMENT

163

167

FIVE YEAR FINANCIAL SUMMARY MOMENTS

173

174

GROUP EXECUTIVE COMMITTEE AND MANAGEMENT TEAM PROXY FORM

176

UNCLAIMED DIVIDEND LIST

174

NOTICE OF THE SIXTY- FOURTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Sixty-Fourth (64th) Annual General Meeting of Nigerian Exchange Group Plc ('the Company') will hold at the Event Centre, 20th floor, Nigerian Exchange Group House, 2-4 Customs Street Lagos, on Wednesday, 9 April 2025 at 11:00 a.m. prompt to transact the following businesses:

ORDINARY BUSINESS

NOTE:

1. PROXY a) A shareholder entitled to attend and vote at the Annual-General Meeting is entitled to appoint a proxy to attend and vote instead of himself/herself. A proxy need not be a shareholder.

2. LIVE STREAMING OF AGM

The AGM will be streamed live to enable shareholders and other stakeholders who are unable to physically attend to follow the proceedings online. The link for live streaming will be made available on NGX Group's website atwww.ngxgroup.com

3. STATUTORY AUDIT COMMITTEE

The Audit Committee consists of three (3) Shareholder representatives and two (2) Directors. In accordance with Section 404 of the Companies and Allied Matters Act, 2020 (CAMA), any shareholder 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 twenty-one (21) days before the Annual General Meeting. Further, CAMA provides that all members of the Audit Committee shall be financially literate, and at least one (1) member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. Consequently, a detailed resume and copies of qualification certificates should be submitted with each nomination.

NOTICE OF THE SIXTY- FOURTH ANNUAL GENERAL MEETING

4. BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

Biographical details of Directors submitted for re-election are contained in the Annual Report.

5. QUESTIONS FROM SHAREHOLDERS

Shareholders reserve the right to ask questions not only at the meeting but also in writing prior to the meeting on any item contained in the Annual Report and Accounts or on any matter. Please send questions, comments or observations to Investors Relations by e-mail to[email protected] not later than 2 April 2025. Questions and answers will be presented at the Annual General Meeting.

Dated this 25th day of February 2025

By Order of the Board

IZUCHUKWU AKPA

Ag. Company Secretary NGX Group House 2-4, Customs Street Lagos, Nigeria

CHAIRMAN'S STATEMENT

"

It is with a profound sense of duty

and immense honor that I address our esteemed shareholders on the activities of our organization for 2024. This defining moment has been shaped by a year that tested our resilience while also yielding commendable results. It is with great pride that I present to you the Annual Report and Consolidated Financial Statements for the fiscal year 2024.

"

I wish to convey my deepest gratitude for your steadfast trust and support throughout the year. Your unwavering belief in our mission has fortified our resolve and propelled Nigerian Exchange Group Plc (NGX Group) forward, epitomizing the strength of our shared commitment to excellence, innovation, and transformation. As we chart the next phase of our journey, I remain confident in our collective ability to unlock new possibilities and drive sustainable growth. Together, we are well-positioned to transcend boundaries, embrace fresh opportunities, and shape a future marked by continued success and progress.

Overview of the Macro Economy

The Nigerian economy in 2024 navigated a complex interplay of domestic reforms and global economic headwinds, balancing growth aspirations against persistent macroeconomic pressures. Despite contending with formidable challenges, including elevated inflation, Naira depreciation, and global supply chain disruptions, the economy demonstrated remarkable resilience and adaptability.

The year began on a relatively optimistic footing, with GDP expanding by 2.98% in Q1 2024, outperforming the 2.31% growth recorded in Q1 2023. This performance reflected the initial dividends of structural reforms implemented in preceding fiscal cycles and underscored cautious optimism permeating economic sentiment. 2024 heralded a new economic epoch for Nigerians, characterized by policy initiatives such as the removal of petrol subsidies and the unification of the exchange rate regime, which redefined the economic landscape. While these reforms were instrumental in correcting systemic distortions, they inadvertently exacerbated inflationary pressures, propelling headline inflation to multi-decade highs. Nevertheless, the resilience of the Nigerian populace and the robustness of the capital market remained undeterred.

In response to these inflationary pressures, the Central Bank of Nigeria (CBN) adopted a firm monetary tightening policy stance, strategically raising the Monetary Policy Rate to temper inflationary trends and stabilize the currency. Interest rate hikes of up to 875 basis points within the year signaled decisive intervention.

Concurrently, the Nigerian capital market mirrored broader macroeconomic dynamics, registering heightened investor activity largely driven by pivotal regulatory interventions. Chief among these was the CBN's banking sector recapitalization policy, which catalyzed substantial shifts in market behavior. This bold initiative was designed to fortify the resilience of financial institutions and position Nigerian banks for enhanced competitiveness on the international stage.

Beyond the capital market, 2024 was marked by meaningful institutional reforms across key sectors. The oil and gas sector witnessed transformative progress, with the Federal Government's issuance of three executive orders aimed at enhancing Nigeria's investment climate and solidifying the nation's status as Africa's premier petroleum investment destination. A landmark development was the commencement of operations at the Dangote Petrochemical Refinery, symbolizing the revival of domestic petroleum refining and a significant stride towards achieving energy self-sufficiency. This milestone, coupled with the deregulation of Premium Motor Spirit (PMS), signified a paradigm shift within the sector.

Parallel resilience was observed in other vital sectors, notably telecommunications and financial technology, which together contributed approximately 18.9% to GDP in 2024. These sectors continued to thrive, buoyed by rapid technological advancements, supportive regulatory frameworks, and Nigerians' growing demand for digital connectivity. Nigeria's fintech space, in particular, recorded impressive achievements, attracting over $2 billion in investments and reinforcing its pivotal role in driving economic dynamism.

Looking ahead to 2025, Nigeria stands at a pivotal threshold, poised to witness transformative developments, particularly within the technology, oil and gas, and financial services sectors. Realizing these prospects will necessitate concerted efforts, active participation, and continued collaboration between the government and key stakeholders. Sustained efforts aimed at broadening economic diversification, curbing inflation, and reinforcing fiscal stability chart a measured yet promising path for Nigeria's economic outlook.

Our purpose remains clear: to redefine market infrastructure benchmarks and cultivate a resilient and inclusive financial ecosystem that serves the diverse

Nigerian Exchange Group Plc remains at the forefront of Africa's financial market, representing excellence, innovation, and good corporate governance. At the core of the Group's mission is our commitment to empowering Nigeria's economy and driving its transformation into a dynamic and globally competitive financial hub. Our vision transcends borders as we aspire not only to elevate the Nigerian economy but also to meaningfully contribute to Africa's economic prosperity. The actualization of this vision is evidenced by our recent strategic investment in the Ethiopian Securities Exchange.

Conducting Business Responsibly

These results mark a pivotal moment in NGX Group's post-demutualisation journey, reinforcing investor confidence in our long-term vision. The approval of a record ₦4.4 billion dividend, translating to N2.00 per share, the highest dividend payout in the Group's history, is a testament to our unwavering commitment to delivering value to our shareholders while ensuring the long-term sustainability of our business. As we continue to invest in strengthening market infrastructure, expanding our service offerings, and fostering innovation, we remain focused on positioning NGX Group as a key driver of Africa's financial ecosystem. The Group's financial and operational milestones in 2024 serve as a strong foundation for future growth, and we are confident that our disciplined execution and strategic foresight will sustain this momentum in the years ahead.

The fiscal year 2024 was one of significant financial and strategic progress for NGX Group. Despite the broader macroeconomic challenges, the Group remained steadfast in its mission to drive capital market development, enhance investor participation, and optimize value for its stakeholders. The strong financial performance recorded during the year underscores the Group's ability to navigate complexities while seizing growth opportunities.

Business Performance and Shareholder Value

needs of stakeholders. To achieve this, our strategy is both comprehensive and deliberate, ensuring robust governance and adaptability to global financial trends. The successful execution of NGX Invest underscores our commitment to bridging the financial market divide and driving investor participation.

As we navigate an increasingly interconnected and dynamic global economy, Nigerian Exchange Group remains unwavering in its pursuit of excellence. We are not merely participants in Africa's financial evolution; we are its architects, champions, and custodians. Nigerian Exchange Group is building a legacy of resilience, innovation, and sustainability, guided by our core values-Ambition, Inclusivity, and Fairness. Together, we are shaping a future where African capital markets are vibrant, competitive, and instrumental to global economic progress.

Conclusion

I extend my profound appreciation to my distinguished colleagues on the Boards of NGX Group, Nigerian Exchange Limited(NGX), NGX Regulation Limited (NGX RegCo), and NGX Real Estate Limited (NGX RelCo). Your contributions have been instrumental to our success. To our esteemed shareholders, your unwavering confidence empowers us to seize emerging opportunities and deliver superior value. As we turn our gaze toward 2025, I reaffirm the Group's commitment to inclusivity, fairness, and ambition. Together, we are poised to propel NGX Group to new heights of innovation, resilience, and prosperity.

Thank you.

Dr. Umaru Kwairanga Chairman of the Board Nigerian Exchange Group Plc

GMD/CEO'S STATEMENT

"

It is with great pride that I

Africa's capital markets.

8

address our esteemed shareholders and stakeholders, reflecting on a year of remarkable progress and transformation at Nigerian Exchange Group Plc (NGX Group). 2024 was defined by resilience, innovation, and strategic execution, attributes that continue to reinforce our leadership position within

"