INTRODUCTION

The Management of FCMB Asset Management Limited ("the Company"), being a subsidiary of CSL Stockbrokers Limited and a member FCMB Group Plc. ("FCMB" or "the Group") has a duty to conduct the Company's affairs in a responsible and transparent manner and to take into account legal and regulatory requirements under which the Company operates. The Board of the Company is also committed to the principle of sound corporate governance and behavior as enunciated in the SEC Code of Corporate Governance in Nigeria.

As such, a whistle-blowing policy and procedures of the Company are designed to encourage stakeholders to report unethical conduct and illegal violations to the attention of an internal and or external authority.

WHISTLE-BLOWING MATTERS

Conducts of members of staff (at all levels) that may be regarded as unethical and or illegal includes but not limited to the following:

• All forms of financial malpractices and impropriety or fraud
• Improper conduct or unethical behavior
• Any form of criminal activity
• Failure to comply with regulatory directive, legal obligations or statutes
• Rendition of false returns
• Falsification of records
• Forgery (use of false certificates, false declaration of age, etc.)
• Actions detrimental to Health and Safety or the environment
• Commission of offence by the Company, officers/staff
• Obstruction of internal/external regulators & auditors
• Leakage of confidential data
• Bribery and corruption
• Abuse of authority
• Sexual harassment
• Insider Abuse
• Non-disclosure of interest
• Connected transactions
• Concealment (including attempted concealment) of any malpractice
• Other forms of corporate governance breaches

WHISTLE-BLOWING PROCEDURE

1. All stakeholders will be provided with details of KPMG Ethics Line facilities via the Group's website. The KPMG Ethics Line facilities provide avenues for employees and any other person to confidentially and anonymously report all incidents relating to various categories of unethical and criminal conduct including cases relating to social and environmental risk crystallization associated with projects the Company has financed.
2. A disclosure is deemed to have been made through the KPMG Ethics Line facilities or to the SEC and/or any other Government agency provided that such disclosure is true and reasonable.
3. The Company shall not subject a Whistle-blower to any detriment whatsoever on the grounds that s/he has made a disclosure in accordance with the provisions of this policy.
4. Whistle-blowers are encouraged but not required or obliged to disclose their identities to the Company and/or KPMG when reporting incidents through KPMG Ethics Line facilities. In the event of the whistle-blower willfully disclosing his/her identity, it shall remain undisclosed to the Company until the complainant provides written consent to KPMG. These measures are necessary in order to maintain the confidentiality, anonymity and/or the job of the whistle- blowers.
5. All reports received via the KPMG Ethics Line facilities will be transcribed unto call sheet memoranda and transmitted to designated officers within the Company for further action.
6. Reports of any allegation relating to fraud, theft of company asset and human resource related matters (e.g. sexual harassment) shall be submitted to the Managing Director and Head-Risk Management & Compliance
7. Whistle blowing matters relating to breach of the Code of Corporate Governance and other types of unethical conducts shall be reported to the Chairman of the Board, Managing Director, Head, Risk Management and Compliance.
8. Where the matter relates to an unethical conduct and/or illegal activity of a Director, the Head - Risk Management & Compliance, or the Company Secretary, irrespective of the type of incident, shall report the matter to the Chairman of the Board who shall refer the matter to a staff within the Company for investigation.
9. In general, every call sheet memorandum is copied to the Head - Risk Management & Compliance for report rendition purposes.
10. The Head of Risk Management and Compliance shall provide the Chairman of the Board Audit and Risk Management Committee with a summary of cases reported and the result of the investigation provided the allegation has been made lawfully without malice, the employment of the person making must not be adversely affected. It is the responsibility of Senior Management to ensure that Whistle blowers are protected from victimization.
11. The person or persons against whom the allegation is made shall be informed of the allegation and the evidence supporting it and must be allowed to comment in writing before investigation is concluded.
12. If, on preliminary investigation, the allegation is judged to be wholly without substance or merit, the allegation may be dismissed and the person making the allegation will be so informed through the Ethics Line service.
13. Where an allegation is found to be valid, Senior Management shall constitute Disciplinary Committee to review the matter and apply appropriate sanctions on the erring staff.
14. As may be required by extant regulations and guidelines, whistleblowing incidences shall be reported to Law Enforcement Agencies or appropriate Regulatory Bodies for further action or prosecution.
15. All allegations, including those dismissed after preliminary examination, and the results of their investigation must be reported to the Board Audit and Risk Management Committee.
16. If someone who has made a whistle blowing allegation remains dissatisfied with the outcome of the investigation, the issue should be escalated to the Chairman of the Board of Directors who shall constitute a special panel to review the allegation.
17. Where a Whistle-blower believes that s/he has been subjected to any harm in contravention of the above, s/he may present a complaint to the Securities and Exchange Commission.

WHISTLE BLOWING CONTACT DETAILS

Toll free numbers for calls from MTN numbers only:

• 0703-000-0026 (8.00 am - 5.00 pm on weekdays only)
• 0703-000-0027 (8.00 am - 5.00 pm on weekdays only)

Toll free numbers for calls from Airtel numbers only:

• 0708-060-1222 (8.00 am - 5.00 pm on weekdays only)
• 0808-822-8888 (8.00 am - 5.00 pm on weekdays only)

Email:kpmgethicsline@ng.kpmg.com