Client Account Opening Agreement

1. Interpretation

In this Agreement, the following definitions apply unless the context requires otherwise:

• "App" means the Icon e-Trade mobile and web application
• "Applicable Law" means the Investments and Securities Act 2007 (ISA), SEC Rules and Regulations, NGX Dealing Member Rules, CSCS Rules, and any other legislation applicable to the Broker's activities
• "Business Day" means any day on which the NGX is open for trading
• "CSCS" means the Central Securities Clearing System Limited
• "Fee Schedule" means the schedule of charges published at /fee-schedule as amended from time to time
• "KYC" means Know Your Customer identification and verification procedures
• "NGX" means the Nigerian Exchange Group (formerly the Nigerian Stock Exchange)
• "Order" means any instruction to buy or sell a security placed by the Client via the App
• "SEC" means the Securities and Exchange Commission of Nigeria
• "Securities" means shares, stocks, bonds, ETFs, and any other financial instruments listed on the NGX
• "Settlement" means the discharge of obligations arising from a transaction through the CSCS on the T+3 settlement date
• "Trading Wallet" means the cash balance maintained in the Client's account on the App, available for investment or withdrawal

2. Appointment of Broker

The Client hereby appoints Icon Stockbrokers Limited as their stockbroker for the purpose of dealing in securities listed on the NGX. The Broker accepts this appointment subject to the terms of this Agreement and the provisions of Applicable Law.

The Broker shall act as the Client's agent in the execution of Orders. The Broker does not act as principal in any transaction unless expressly agreed in writing. The Broker is not an investment adviser and does not provide personalised investment recommendations.

The Broker is a licensed Dealing Member of the NGX and is regulated by the SEC. The Broker may employ sub-agents, clearing brokers, or third-party technology providers in the performance of its obligations under this Agreement, but shall remain responsible for their acts and omissions.

3. KYC, AML & Client Eligibility

The Client warrants that they are at least 18 years of age with legal capacity to enter into this Agreement; are a Nigerian citizen or resident or otherwise legally entitled to hold and trade NGX-listed securities; hold a valid Bank Verification Number (BVN) registered with the Central Bank of Nigeria; have provided truthful, accurate, and complete information during registration and KYC; are not subject to any legal or regulatory restriction preventing them from trading securities; and that funds deposited into their Trading Wallet are derived from lawful sources.

The Client undertakes to notify the Broker immediately of any change in their personal details, financial circumstances, or eligibility status; to cooperate fully with any KYC refresh or re-verification request; and not to use the account for any illegal purpose, including money laundering, terrorist financing, or market manipulation.

The Broker reserves the right to suspend or terminate the Client's account where KYC requirements cannot be satisfied, where the Client provides false information, or where the Broker has reason to suspect unlawful use. The Broker's AML/CFT obligations prevail over any obligation to the Client in this regard.

4. Account Opening & CSCS Registration

Upon successful completion of the KYC process and approval by the Broker's compliance team: a brokerage account shall be opened in the Client's name; the Client shall be registered as a beneficial owner with CSCS and assigned a Central Securities Clearing Account (CSCA) through NaYa Capital's OMS; the Client's securities holdings shall be held in dematerialised form within the CSCS depository; and access to the App's trading features shall be granted.

The Client's CSCS account is opened in their name and their securities are held on their behalf. In the event of the Broker's insolvency, the Client's securities held in the CSCS depository are not assets of the Broker and cannot be claimed by the Broker's creditors. The Client may transfer their CSCS account to another broker at any time.

5. Order Instructions

The Client may place Orders via the App during NGX trading hours (currently 10:00 — 14:30 WAT on Business Days). Orders placed outside trading hours will be queued for execution at the next trading session.

The Client authorises the Broker to: accept and execute Orders placed via the App using the Client's registered credentials; treat an Order submitted via the App as a valid, irrevocable instruction once confirmed; deduct sufficient funds from the Client's Trading Wallet at the time of placing a buy Order; and sell securities from the Client's CSCS account upon execution of a sell Order.

The Client acknowledges that: market orders may be executed at prices different from the last quoted price; limit orders may not be executed if the market does not reach the specified price; the Broker may reject or cancel an Order if the Client has insufficient funds, the security is suspended, or the Order does not comply with NGX rules; once an Order is matched on the NGX it cannot be cancelled or reversed; and the Client is solely responsible for all investment decisions.

6. Order Execution Policy

The Broker shall take all sufficient steps to obtain the best possible result for the Client when executing Orders. All Orders are routed to the NGX central order book through the Broker's Order Management System (OMS). The Broker does not internalise orders or act as market maker.

The Broker's execution policy considers the following factors in order of priority: (1) price — achieving the best available price on the NGX; (2) speed of execution; (3) likelihood of execution; and (4) cost of transaction as disclosed in the Fee Schedule.

The Broker shall not engage in front-running or otherwise trade ahead of a Client's Order for its own account. The Broker is required to report any evidence of market abuse or insider trading on the NGX to the SEC.

7. Settlement Obligations

All transactions on the NGX are settled on a T+3 basis through the CSCS. Upon settlement: for buy trades, securities are transferred to the Client's CSCS account and become available for sale after settlement; for sell trades, securities are debited from the Client's CSCS account and proceeds (net of charges) are credited to the Client's Trading Wallet.

The Client warrants that on placing a buy Order they have sufficient cleared funds in their Trading Wallet; and on placing a sell Order they have sufficient settled securities in their CSCS account to fulfil delivery obligations.

In the event of a failed settlement arising from the Client's default, the Broker may take such steps as are necessary to manage the failed trade, including purchasing securities in the market or selling securities to recover funds owed. Any losses arising from such action shall be borne by the Client, and the Client shall indemnify the Broker against all costs, expenses, and liabilities so incurred.

8. Client Funds & Segregation

Client funds held in Trading Wallets are maintained in a dedicated client pooled trust account, separate from the Broker's own operating funds, in accordance with SEC Client Money Rules. Funds in the trust account are not available to the Broker's creditors in the event of the Broker's insolvency.

The Client may deposit funds to their Trading Wallet via the payment methods available on the App. Withdrawals shall only be made to the bank account registered in the Client's KYC profile. The Broker will not transfer funds to third parties or accounts not in the Client's name — this is a regulatory requirement and cannot be waived. The Broker shall not pay interest on funds held in the Trading Wallet unless expressly agreed in writing.

9. Corporate Actions

The Broker shall use reasonable efforts to notify the Client of corporate actions affecting securities held in their portfolio, including dividends, rights issues, bonus issues, mergers, and delistings, via in-app notification. Cash dividends and other distributions received through the CSCS shall be credited to the Client's Trading Wallet as soon as practicable after receipt by the Broker. The Broker shall not be liable for any loss suffered by the Client as a result of a corporate action, including where the Client fails to act on a time-limited entitlement.

10. Charges & Fees

The Client agrees to pay the Broker's brokerage commission and all applicable regulatory charges (SEC levy, NGX transaction fee, CSCS settlement fee, stamp duty) as set out in the Fee Schedule. All charges are deducted automatically at the time of trade execution or settlement.

The Broker reserves the right to revise its own brokerage commission with a minimum of 14 days' written notice to the Client. Regulatory levies are set by the relevant authorities and may change without prior notice from the Broker. All charges are non-refundable once an Order has been executed on the NGX.

11. Client Information & Reporting

The Broker shall provide the Client with: real-time portfolio valuation and account statement via the App; contract notes for each executed trade, available for download within the App; transaction history for all deposits, withdrawals, and trades; and in-app notifications for Order execution, settlement, and corporate actions.

The Client is responsible for reviewing all notifications and contract notes promptly. Any discrepancy must be reported to the Broker within three (3) Business Days of receipt. The Broker shall not be responsible for discrepancies reported after this period.

12. Conflicts of Interest

The Broker has adopted a Conflicts of Interest Policy to identify, manage, and where necessary disclose conflicts of interest. The Broker and its staff are prohibited from trading on information received from clients prior to executing the client's Order (front-running). Staff personal dealing is governed by the Broker's Personal Account Dealing Policy. Where the Broker has a material interest in a transaction, this will be disclosed to the Client before execution. A copy of the Conflicts of Interest Policy is available upon request at compliance@icon-securities.ng.

13. Risk Acknowledgement

The Client confirms that they have read and understood the Icon e-Trade Risk Disclosure Statement, which forms part of this Agreement by reference. The Client acknowledges that: investing in securities involves the risk of financial loss, including the possible loss of the entire amount invested; past performance of any security is not indicative of future results; all investment decisions are made by the Client at their own risk and based on their own independent judgement; and the Broker does not provide investment advice.

14. Liability & Indemnity

The Broker shall exercise reasonable skill and care in the performance of its obligations. The Broker is not liable for: investment losses suffered by the Client arising from their trading decisions; loss caused by NGX trading halts, circuit breakers, regulatory suspensions, or system failures outside the Broker's reasonable control; loss caused by third-party service providers where the Broker has exercised reasonable care in their selection; losses arising from the Client's failure to comply with this Agreement; or indirect, consequential, or punitive losses of any kind.

The Broker's aggregate liability to the Client for any claim arising from this Agreement (other than for fraud or wilful misconduct) shall not exceed the total brokerage commissions paid by the Client to the Broker in the twelve (12) months preceding the event giving rise to the claim.

The Client shall indemnify the Broker against all costs, losses, claims, and expenses (including legal costs) incurred by the Broker arising from the Client's breach of this Agreement, provision of false or misleading information, or any regulatory investigation triggered by the Client's conduct. Nothing in this Agreement limits or excludes the Broker's liability for fraud, gross negligence, or any liability that cannot be excluded under Applicable Law.

15. Confidentiality & Data

Both parties shall treat as confidential all information received from the other party in connection with this Agreement and shall not disclose it to any third party without prior written consent, except: where required by Applicable Law, court order, or regulatory authority; to the Broker's professional advisers, employees, or service providers on a need-to-know basis under equivalent confidentiality obligations; or to the NGX, CSCS, SEC, NFIU, or other regulatory bodies in the ordinary course of regulated activities.

The Broker's collection, use, and protection of the Client's personal data is governed by the Privacy Policy. By accepting this Agreement, the Client consents to the Broker processing their personal data as described in the Privacy Policy, including sharing data with the CSCS, NGX, payment partners, and regulatory authorities as necessary to provide the stockbroking service.

16. Duration & Termination

This Agreement shall commence on the date the Client's account is approved and shall continue until terminated by either party.

16.1 Termination by the Client

The Client may terminate this Agreement at any time by submitting a written request to support@icon-securities.ng, subject to: settlement of all outstanding trades and obligations; withdrawal of all funds from the Trading Wallet; transfer or liquidation of all securities holdings as directed by the Client; and completion of any pending regulatory or compliance review.

16.2 Termination by the Broker

The Broker may immediately suspend or terminate this Agreement without prior notice if: the Client breaches any material term of this Agreement; the Broker is required to do so by the SEC, NGX, NFIU, a court, or any other competent authority; the Broker reasonably suspects the Client of fraud, money laundering, or other financial crime; or the Client fails to satisfy ongoing KYC or eligibility requirements. In all other cases, the Broker shall give the Client at least 30 days' written notice of termination.

16.3 Effect of Termination

Termination does not affect any rights or obligations that have already accrued under this Agreement. The Broker shall, within a reasonable time after termination, transfer the Client's securities holdings to a CSCS-registered broker specified by the Client, and return any outstanding client funds to the Client's registered bank account after deducting all sums due to the Broker.

17. Amendments

The Broker may amend this Agreement at any time. Material amendments shall be notified to the Client via in-app notification at least 14 days before the effective date. Non-material amendments (including updates required by changes in Applicable Law) may take effect immediately. The Client's continued use of the App after the effective date of any amendment constitutes acceptance of the revised Agreement.

18. Governing Law & Disputes

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria for the resolution of any dispute arising out of or in connection with this Agreement.

Before initiating formal legal proceedings, the parties shall use reasonable efforts to resolve any dispute through direct negotiation. If negotiation fails within 30 days, either party may refer the matter to mediation under the Lagos Multi-Door Courthouse (LMDC) rules before proceeding to litigation. Regulatory complaints may also be directed to the SEC Investor Protection Fund at sec.gov.ng, or to the NGX Arbitration Centre for exchange-related disputes.

19. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, Risk Disclosure Statement, Fee Schedule, and AML/CFT & KYC Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

If any provision of this Agreement is found to be invalid or unenforceable, it shall be severed from the Agreement without affecting the validity or enforceability of the remaining provisions. No waiver of any provision of this Agreement shall be effective unless made in writing. Failure to exercise or delay in exercising any right shall not constitute a waiver of that right.

20. Acceptance by the Client

For questions about this Agreement, please contact:

• Legal: legal@icon-securities.ng
• Support: support@icon-securities.ng
• Post: Icon Stockbrokers Limited, 24 Campbell Street, Lagos Island, Lagos, Nigeria