Best Execution Policy

Document Title: Best Execution Policy and Procedures

Version: v2.0

Original Approval Reference: December 16, 2025

1. Purpose

This Best Execution Policy explains the principles, procedures and controls Network Capital Limited applies when receiving, transmitting and executing client orders in securities and other capital market products. The objective is to take all reasonable steps to obtain the best possible execution outcome for clients, subject to market conditions, liquidity, regulatory requirements, client instructions and the rules of the relevant execution venue.

2. Regulatory Context

Network Capital Limited is a regulated capital market operator. In executing client orders, the Company is guided by applicable rules, directives and operating standards issued by relevant regulators and market infrastructure bodies, including the Securities and Exchange Commission, Nigerian Exchange Limited, CSCS, NASD and other applicable authorities.

This policy will be reviewed from time to time in accordance with the directives of the NGX, the Securities and Exchange Commission (SEC), or whenever there is a material change in regulation, market structure, execution venue, technology platform, internal process, or operating standard affecting its ability to obtain the best possible result for clients. Reviews may take the form of an addendum or a full revision.

3. Definitions

Term	Meaning
Best Execution	The obligation to take all reasonable steps to obtain the best possible execution outcome for a client order, considering price, costs, speed, likelihood of execution and settlement, order size, order nature, market liquidity, and any specific client instruction.
Client Order / Mandate	A confirmed instruction from a client to buy, sell, or otherwise deal with a security or capital market product.
NGX	The Nigerian Exchange Limited, formerly the Nigerian Stock Exchange (NSE).
SEC	Securities and Exchange Commission, Nigeria.
CSCS	Central Securities Clearing System Plc.
NASD	NASD OTC Securities Exchange or other NASD trading facility applicable to unlisted securities admitted to that market.
Execution Venue	The market, platform or trading facility through which an order is executed, including NGX trading systems, NASD trading systems or any other approved venue used by the Company.
Total Consideration	For a buy order, the purchase consideration plus applicable transaction costs. For a sell order, the sale consideration less applicable transaction costs.
Specific Instruction	Any client instruction that directs the Company to execute an order in a particular manner, at a particular price, within a particular time, through a particular venue, or subject to particular conditions.

4. Scope

This policy applies when Network Capital Limited receives, transmits or executes client orders in relation to securities and other capital market products within the scope of its regulatory permissions and trading arrangements.

The policy applies to orders placed directly with the Company through authorised channels, including written mandates, approved email instructions, authorised client portal instructions and any other channel formally approved by the Company and supported by appropriate client identification, authentication and record-keeping controls.

The policy does not convert the Company’s execution-only services into personalised investment advice. Unless a separate advisory or portfolio management agreement applies, clients remain responsible for their own investment decisions.

5. Client Onboarding and KYC Requirement

Before executing transactions on behalf of a client, Network Capital Limited must complete appropriate KYC, account-opening, regulatory, and internal checks. This may include identity verification, BVN/CSCS-related verification, bank details validation, source-of-funds information, PEP screening, sanctions screening and any other information required by law, regulation or internal policy.

The Company will not knowingly execute a client order where the client account has not been properly opened, where required KYC is incomplete, where the mandate is not confirmed, or where execution would breach applicable laws, market rules or internal compliance controls.

6. Receiving Client Orders and Mandates

Client orders may be received through authorised channels approved by the Company. Regardless of the channel used, the Company will only act on a confirmed order and will maintain appropriate records of the mandate, execution status and outcome.

Mandate Channel	Corrected Control Position
Written mandate	Accepted where the instruction is signed by the client or authorised signatory and contains sufficient order details.
Email mandate	Accepted only from the client’s registered email address or an authorised email address, subject to the Company’s email indemnity and verification controls.
Client portal / approved electronic channel	Accepted where the client is authenticated and the instruction is captured in the system audit trail.
Telephone or messaging instruction	May be used only where internal policy permits, the client is properly verified, and the instruction is recorded or followed by written/electronic confirmation where required.
Third-party or adviser instruction	Accepted only where the third party has valid written authority to act for the client and the instruction complies with account mandate requirements.

A mandate should ordinarily include the client name/account reference, security name or ticker, buy/sell instruction, quantity or value, price instruction where applicable, order type, validity period and any special instruction.

7. Best Execution Factors

When executing client orders, Network Capital Limited will consider the factors below. The relative importance of each factor may vary depending on the nature of the client order, market conditions and any specific instruction given by the client.

Execution Factor	How It Is Considered
Price	The Company will generally give price high importance, particularly for retail client orders, while considering the market price available at the relevant time.
Total consideration and costs	The Company considers the overall transaction outcome, including brokerage, statutory fees, exchange fees, CSCS fees, taxes and other applicable costs.
Speed	The Company seeks timely execution, especially where market volatility may affect price or availability.
Likelihood of execution	The Company considers whether the order is likely to be filled based on price limits, volume, liquidity and available market depth.
Likelihood of settlement	The Company considers whether the transaction can settle properly within the applicable settlement cycle and market rules.
Size and nature of the order	Large or unusual orders may require additional consideration because of liquidity, market impact or the need for negotiated execution where permitted.
Market liquidity	Where liquidity is limited, execution may be partial, delayed or not possible at the requested price.
Market impact	The Company considers whether execution may materially move the market price, especially for large orders or thinly traded securities.
Client instruction	Specific client instructions will be followed, but they may limit the Company’s ability to achieve the best possible outcome on other execution factors.

8. Specific Client Instructions

Where a client gives a specific instruction, Network Capital Limited will execute the order in accordance with that instruction to the extent reasonably possible and lawful. However, specific instructions may prevent the Company from applying some or all of its normal best execution steps.

For example, where a client gives a strict limit price, the Company may be unable to execute the order if the market does not reach that price. Where a client requires immediate execution, the price obtained may differ from the last traded price or from the price visible at the time the mandate was submitted.

Email and electronic instructions may be affected by transmission delay, system outage, wrong addressing, attachment errors or other technical issues. Clients should call the Company for urgent mandates where same-day execution is important.

9. Execution Venues

Network Capital Limited will use approved execution venues appropriate to the security or product being traded. Current venues may include NGX trading systems for securities listed or traded on NGX and NASD trading systems for securities admitted to NASD, subject to the Company’s regulatory permissions and operational arrangements.

Where a security is traded through a central limit order book, execution is generally subject to the market’s price-time priority rules, available liquidity, trading status, market hours and applicable market controls.

If the Company begins to use any additional execution venue or materially changes its execution arrangements, this policy will be updated and clients will be informed through the website, direct communication or other appropriate channel.

10. Order Types

The Company may accept order types supported by the relevant execution venue and by its internal systems and controls. The availability of any order type is subject to market rules, system capability and the Company’s operational procedures.

10.1 Market Orders

A market order is an instruction to execute as quickly as reasonably possible at the best available market price. The last traded price is not necessarily the price at which a market order will be executed.

10.2 Limit Orders

A limit order is an instruction to buy at or below a stated price, or to sell at or above a stated price. A limit order may not execute if the market does not reach the specified price or if there is insufficient liquidity at that price.

10.3 Timing and Special Instructions

Where supported by the relevant market and internal controls, the Company may accept timing or special instructions such as day orders, good-till-cancelled orders, immediate-or-cancel orders, fill-or-kill orders or all-or-none orders. Such instructions will be handled only to the extent supported by the applicable market venue and the Company’s operational procedures.

The Company may set internal validity limits for pending orders. Unless otherwise agreed or supported by the market system, unexecuted or partially executed orders may expire at the end of the trading day or at the end of the validity period communicated to the client.

11. Order Transmission and Execution Procedure

Receive the client mandate through an authorised channel.
Verify the client identity, account authority and mandate requirements.
Check that the order details are clear and complete.
Confirm available funds, holdings or other settlement requirements where applicable.
Transmit the order to the appropriate execution venue or trading system.
Monitor the order for execution, partial execution, rejection, expiry or cancellation.
Issue a contract note or execution confirmation showing the details and charges of the transaction.
Maintain records of the mandate, execution, settlement and any related communication.

12. Contract Notes and Transaction Records

A contract note or trade confirmation shall be issued for executed transactions in line with applicable regulatory and internal requirements. The contract note should show key transaction details, including the security, quantity, price, consideration, brokerage, statutory charges, taxes and the total consideration or net proceeds, as applicable.

The Company shall retain order records, mandate evidence, execution details, contract notes, settlement records and related correspondence in line with applicable legal, regulatory and internal retention requirements.

13. Conflicts of Interest

Network Capital Limited shall manage conflicts of interest fairly and in line with its internal policies, regulatory obligations and market rules. Client orders must be handled honestly, fairly, promptly and without improper preference. Staff must not misuse client order information, engage in front-running, manipulate order priority or use client instructions for personal advantage.

14. Monitoring, Incident Reporting and Review

The Company will monitor the effectiveness of this Best Execution Policy and its execution arrangements. Any suspected breach of best execution obligations, client mandate rules, market rules or internal trading controls shall be recorded, investigated and escalated in line with the Company’s incident, breach, compliance and complaints procedures.

The Company shall maintain appropriate registers, which may include incident registers, breach registers, complaints registers and order review records. Corrective actions shall be tracked to closure.

This policy shall be reviewed at least annually. It shall also be reviewed whenever there is a material change in regulation, execution venue, trading system, order-handling process, market structure, client communication channel or any other factor that may affect the Company’s ability to obtain the best possible result for clients.

15. Client Communication and Publication

This policy should be made available on the Company’s website and may also be provided to clients on request. Material changes to the policy may be communicated through the website, email, direct notice or any other appropriate channel.

Clients who have questions about this policy or about how their orders are handled may contact Network Capital Limited through the official contact details published on the website.

Approved and Authorised

Director
Network Capital Limited