FMDQ Group Plc’s acquisition of a 21.61% Equity Interest in Central Securities Clearing Systems Plc

I. Parties to the Acquisition - FMDQ Group Plc (FMDQ Group) formerly FMDQ Holdings Plc - (Acquirer) - Central Securities Clearing System Plc (CSCS) - (Target) II. Nature of the Transaction The Proposed Acquisition FMDQ Group is seeking to acquire a 21.61% equity ownership in CSCS that is currently being held by Artemis Limited - 16.61% and Leadway Assurance Company Limited 5%. The 21.61% equity of CSCS to be acquired by FMDQ Group translates to 1,080,641,902 (One Billion, Eighty Million, Six Hundred and Forty-One Thousand, Nine Hundred and Two) ordinary shares of N1.00 each in the share capital of CSCS. Artemis Limited holds 830,641,902 Ordinary Shares at N1.00 each and Leadway Assurance Company Limited holds 250,000,000 Ordinary Shares of N1.00 each. III. Nature of the Business of Parties FMDQ Group Plc (FMDQ Group) formerly FMDQ Holdings Plc, is a Securities and Exchange Commission (SEC) registered Capital Market Holdings Company, that has evolved over the years from an OTC Market to a full-fledged Securities Exchange (erstwhile FMDQ Securities Exchange Plc), to a budding financial market infrastructure (FMI) Group, with five (5) wholly owned subsidiaries; FMDQ Securities Exchange Limited, FMDQ Clear Limited, FMDQ Depository Limited, FMDQ Private Markets Limited and iQx Consult Limited. As a sustainability-focused FMI group, FMDQ, through FMDQ Exchange, operates Africas premier Green Exchange FMDQ Green Exchange positioned to lead the transition towards a sustainable future. Central Securities Clearing System Plc (CSCS) is Nigerias Central Securities Depository (CSD) licensed to carry on the depository, clearing and settlement of all transactions in the Nigerian Capital Market. CSCS was incorporated on July 29, 1992 as a Financial Market Infrastructure (FMI) for the Nigerian Capital Market and commenced operations on April 14, 1997. In 2007 and 2009, the Central Bank of Nigeria (CBN) appointed CSCS as the clearing and settlement agent for Over-The-Counter (OTC) transactions in Nigerian Treasury Bills (NTBs), Commercial Papers (CPs) and Bankers Acceptances (BAs) respectively. CSCS became a Public Liability Company (PLC) on May 16, 2012. CSCS also serves as the post trade agent for transactions on Securities Exchanges in the Nigerian Capital Market. IV. Relevant Markets Nigerian Capital Market and foreign portfolio investors (for the hedging products). V. Strategic/Economic Rationale for the Acquisition The Consideration for the Transaction, once settled, will provide the individual Acquirees the opportunity to divest, and pursue other opportunities. The transaction will enable FMDQ Group gain a strong foothold in an important financial market infrastructure. FMDQ Groups positioning as the second largest shareholder on CSCS will provide improved corporate governance and increased independence to CSCS, as this will dilute the dominance of the NGX i (the largest shareholder) in this important market infrastructure, creating a level playing field for FMDQ Group, other securities exchanges, and market participants in the Nigerian financial markets.