THIS SPONSORSHIP AGREEMENT is made this 5th day of September 2026
BETWEEN
FSDH CAPITAL LIMITED, a company incorporated under the laws of the Federal Republic of Nigeria and licensed by the Securities and Exchange Commission as a Capital Market Operator under a Broker/Dealer license (RC 276208), of UAC House (4th Floor), 1/5 Odunlami Street, Lagos Island — the "Sponsor", of the first part;
AND
ALAJO TECHNOLOGIES LIMITED, a company incorporated under the laws of the Federal Republic of Nigeria (RC 1901282), duly licensed by the Central Bank of Nigeria as a mobile payment and financial services platform, of 6 Chevron Drive, Lekki, Lagos — the "Financial Intermediary", of the other part.
Each a Party and together, the Parties.
Recitals
Dangote Petroleum Refinery and Petrochemicals Free Zone Enterprise ("DPRP" or the "Issuer") is undertaking an initial public offering by way of an offer for subscription of 4,100,000,000 ordinary shares of US$0.000013 each (the "Offer"), intended for wide distribution through retail digital distribution platforms.
The Financial Intermediaries have been presented to the Securities and Exchange Commission (the "Commission") as digital partners facilitating the exclusive digital application process.
The Commission has requested that any electronic platform designated to act as a digital distribution channel, which is not itself a registered capital market operator, shall operate under the sponsorship of an issuing house or receiving bank registered with the Commission.
The Sponsor is a capital market operator duly licensed by the Commission; the Financial Intermediary is a mobile payment and financial services platform duly licensed by the Central Bank of Nigeria. The Financial Intermediary has agreed to act as a digital distribution channel for the Offer, and the Sponsor has agreed to sponsor the Financial Intermediary on the terms of this Agreement.
1. Definitions & interpretations
In this Agreement, unless the context otherwise requires: Agreement means this Sponsorship Agreement; Allotment means the transfer or credit of Offer Shares in dematerialised form to successful Applicants under the basis of allotment approved by the Commission; Allotment Date means the date on which the Commission approves and clears the allotment; AML/CFT/CPF Laws means applicable laws concerning anti-money laundering, combating the financing of terrorism, or countering proliferation financing; API means Application Programming Interface; Applicable Laws means the ISA, SEC Rules, NGX Listing Rules and all applicable laws, statutes, regulations, rules, directives, guidelines, notices, codes and requirements of any competent authority applicable to the Offer or this Agreement; Applicant(s) means a corporate or individual investor submitting an Application for subscription to the Offer; Application means a valid digital subscription for Offer Shares submitted through the Financial Intermediary's Platform in accordance with this Agreement, the Prospectus and Applicable Laws; Application Monies means subscription payments made by Applicants in connection with the Offer; Business Day means any day other than Saturday, Sunday or a Federal Government of Nigeria public holiday on which commercial banks are open for business in Nigeria; BVN means Bank Verification Number; CHN means Clearing House Number; Closing Date means the date specified in the Prospectus for closing the Offer; Commission or SEC means the Securities and Exchange Commission of Nigeria; Completion means completion of the Offer, including allotment, settlement and return of surplus Application Monies; CSCS means Central Securities Clearing System Plc; Designated Receiving Bank Account means the account or accounts designated by the Issuer and the Issuing Houses to receive Application Monies; Effective Date means the date of this Agreement; Financial Intermediary's Platform or Platform means the electronic platform, application or interface owned and operated by the Financial Intermediary through which Applications may be submitted; ISA means the Investment and Securities Act, 2025; KYC means Know Your Customer; NGX means Nigerian Exchange Limited; NGX Invest Platform means the SEC-approved e-offer platform of the NGX; Offer Period means the period from the Opening Date to the Closing Date (inclusive); Offer Shares means the Issuer's ordinary shares offered under the Offer; Opening Date means the date specified in the Prospectus on which the Offer opens; Prospectus means the Offer prospectus as cleared and registered by the Commission; Registrars means Coronation Registrars Limited; SEC Rules means the Commission's rules and regulations under the ISA; Term means the period during which this Agreement remains in force under Clause 3.
2. Scope of sponsorship
2.1. The Sponsor agrees to act as the Sponsor for the Financial Intermediary in connection with the Offer.
2.2. The sponsorship shall be limited to the Offer and shall not extend to any other capital market transaction.
2.3. The Financial Intermediary shall operate as a distribution channel for the Offer under the supervision and sponsorship of the Sponsor.
2.4. The Financial Intermediary shall not hold itself out as a capital market operator and shall not represent that it may perform any function reserved to a person registered or authorised by the Commission.
3. Commencement and term
3.1. This Agreement shall take effect from the Effective Date and shall remain in force until the earlier of Completion or termination in accordance with Clause 11.
4. Funds flow and Application Monies
4.1. All Application Monies received through the Financial Intermediary's Platform shall be transmitted directly to the Designated Receiving Bank Account no later than the next Business Day following receipt of an Application (T+1).
4.2. The Financial Intermediary shall, no later than 2 hours thereafter, furnish the Sponsor with records indicating the Applicants and evidence of transmission of all Application Monies.
4.3. The Financial Intermediary shall maintain complete and accurate records of all Application Monies received and transmitted, including the date, amount, Applicant and destination account for each transmission.
4.4. The Financial Intermediary shall not commingle Application Monies with its own funds, or apply, utilise, invest or otherwise deal with Application Monies, and shall aggregate all Application Monies for transmission in accordance with Clause 4.1.
4.5. The Sponsor shall inspect daily reports on the Applications and funding records of the Financial Intermediary, and the Financial Intermediary shall provide the information to the Sponsor.
4.6. Application Monies shall be transmitted in Nigerian Naira to the Designated Receiving Bank Account in accordance with procedures prescribed by the Prospectus.
4.7. The Financial Intermediary shall cooperate with the Sponsor and the Registrars to process refunds of rejected or surplus Application Monies in accordance with the Prospectus and Applicable Laws.
5. Obligations of the Sponsor
5.1. The Sponsor shall facilitate the integration of the Financial Intermediary's Platform into the NGX Invest Platform to enable participation as a distribution channel for the Offer.
5.2. The Sponsor shall monitor the Financial Intermediary's activities in connection with the Offer, take reasonable steps to ensure its compliance with Applicable Laws, and remain accountable to the Commission for the conduct of the sponsorship arrangement, notwithstanding any delegation of operational functions.
5.3. The Sponsor shall issue Digital Distribution Guidelines to the Financial Intermediary, which — together with this Agreement — shall constitute a binding framework consistent with SEC requirements.
5.4. The Sponsor shall liaise with the Commission on behalf of the Financial Intermediary in matters relating to the sponsorship arrangement, provide guidance on regulatory requirements and Offer procedures, promptly report any non-compliance or material incident, and submit all required filings and reports to the Commission.
6. Obligations of the Financial Intermediary
6.1. The Financial Intermediary shall ensure full integration into the NGX portal and furnish the Sponsor with the requisite executed API/Service Level Agreements.
6.2. The Financial Intermediary shall maintain its Platform in compliance with Applicable Laws and executed SLAs and ensure it is operational throughout the Offer Period, subject to planned maintenance notified in advance to the Sponsor.
6.3. The Financial Intermediary shall comply with the Digital Distribution Guidelines issued by the Sponsor, which will govern investor onboarding, KYC and data requirements, application processing protocols, T+1 settlement, transmission pathway requirements, investor communications and related obligations.
6.4. The Financial Intermediary shall collect and verify Applicant information, including BVN, CHN, CSCS and any other information required by the Prospectus, Sponsor or the Commission.
6.5. The Financial Intermediary shall ensure that each Application meets the minimum subscription requirement prescribed in the Prospectus.
6.6. The Financial Intermediary shall implement reasonable controls to identify, prevent and reject multiple or suspected multiple Applications, and shall not provide investment advice or hold itself out as advising Applicants on the merits of the Offer Shares.
6.7. The Financial Intermediary shall not, without the prior written consent of the Sponsor, alter the nature of its business or undertake any acquisition, divestment, merger, de-merger, consolidation or other corporate action that may materially affect its obligations under this Agreement.
6.8. The Financial Intermediary shall cooperate fully with the Sponsor, the Registrar and the Commission in relation to the Offer.
7. Liability and indemnity
7.1. The Sponsor acknowledges that, as a capital market operator, it shall bear primary regulatory responsibility and accountability to the Commission for the sponsorship arrangement. Accordingly, the Sponsor shall be responsible for any liability, loss, damage, cost, claim, demand, action, penalty or expense arising out of, or in connection with, the sponsorship arrangement.
7.2. Notwithstanding Clause 7.1, the Financial Intermediary shall be solely responsible for the proper performance of its operational obligations under this Agreement, including: (a) the accuracy and completeness of Applications received through its Platform; (b) the timely transmission of Application Monies to the Designated Receiving Bank Account; (c) the operational functionality of its Platform; (d) compliance with the NGX Integration Agreement; (e) compliance with applicable data protection laws; and (f) the accuracy of any representations or information provided to Applicants or the Sponsor.
7.3. The Financial Intermediary shall indemnify and hold harmless the Sponsor against any liability arising directly from: (a) any material breach of its obligations under this Agreement; (b) the negligence, fraud or wilful misconduct of the Financial Intermediary or its representatives; (c) any failure to transmit Application Monies to the Designated Receiving Bank Account; (d) any material inaccuracy or misrepresentation made to any Applicant or the Sponsor; (e) any loss, damage or liability arising from a system failure, data breach or other material error attributable to the Financial Intermediary or its Platform; and (f) any error, omission or processing failure arising from the proven negligence or error of the Financial Intermediary. For the avoidance of doubt, the Sponsor's obligation to promptly remediate any such error and ensure that the affected Applicant is paid in full shall be without prejudice to the Sponsor's right of recourse against the Financial Intermediary.
7.4. Neither Party shall be liable to the other for indirect, consequential, special or punitive damages, loss of profits, business opportunity or goodwill, regardless of foreseeability, save in the case of fraud or wilful misconduct.
8. Representations and warranties
Each Party represents and warrants that: (a) it is validly existing under the laws of the Federal Republic of Nigeria; (b) it has authority to enter into and perform this Agreement and has obtained all necessary approvals; (c) it has the requisite skill, expertise and financial means to perform its obligations; and (d) this Agreement is a legal, valid and binding obligation enforceable against it in accordance with its terms.
9. Data protection and confidentiality
9.1. Each Party shall comply with the Nigeria Data Protection Act 2023 and other Applicable Laws on data protection, privacy and cybersecurity. The Financial Intermediary shall process Applicant personal data solely for purposes of the Offer or as required by Applicable Laws.
9.2. Each Party shall keep confidential all confidential information received in connection with this Agreement and shall not disclose it except as required by Applicable Laws or to professional advisers, the Commission, the Registrars or another competent authority. This obligation shall not apply to information that is publicly available or lawfully received from a third party without a confidentiality duty.
10. AML/CFT/CPF compliance
10.1. The Financial Intermediary shall maintain appropriate AML/CFT/CPF and sanctions controls, conduct KYC and ongoing monitoring of Applicants, comply with AML/CFT/CPF Laws, and provide the Sponsor with information reasonably required to demonstrate compliance.
10.2. The Financial Intermediary shall promptly notify the Sponsor of any material AML/CFT/CPF or sanctions concern, suspected suspicious activity or regulatory breach, and cooperate in addressing it.
11. Termination
11.1. This Agreement shall terminate automatically upon Completion and discharge of all obligations of the Parties in connection with the Offer.
11.2. The Sponsor may terminate immediately by written notice if: (a) the Commission directs termination, suspension or discontinuance, or bars the Financial Intermediary from participating in the Offer; or (b) the Financial Intermediary commits a fundamental breach, jeopardises the Offer, breaches Applicable Laws, or exposes the Issuer or Sponsor to liability. Either Party may terminate with immediate effect if the Offer is withdrawn, cancelled or discontinued by the Issuer or the Commission.
11.3. Upon termination, the Financial Intermediary shall transfer all Applications in process, Application Monies, records and information to the Sponsor and provide reasonable assistance for processing, settlement or refunds. Termination shall not affect accrued rights, remedies, obligations or liabilities.
12. Notices
Any notice under this Agreement shall be in writing and disseminated via electronic mail.
Sponsor — FSDH Capital Limited
Name: Abimbola Kasim
Email: akasim@fsdhgroup.com
Phone: +234-805-747-1393
Financial Intermediary — Alajo Technologies Limited
Name: Olajumoke Oduwole
Email: jumoke@alajo.app
Phone: +234-808-604-5502
13. Governing law and dispute resolution
13.1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
13.2. The Parties shall attempt to resolve disputes amicably through mutual discussion.
13.3. Where mutual discussion fails within 21 days, the dispute shall be referred to mediation conducted by a sole mediator appointed by the Lagos State Multi-Door Court House.
13.4. If the Parties are unable to settle the dispute by mediation within 30 days of the appointment of the mediator, the aggrieved Party may seek redress at the appropriate forum prescribed under applicable capital market laws in Nigeria.
13.5. A dispute shall be deemed to have arisen when one Party notifies the other in writing to that effect.
13.6. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the mediator. This clause shall survive the termination or expiration of this Agreement.
14. Counterparts
This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one agreement.
Signed for FSDH Capital Limited:
Abimbola Kasim, Managing Director/CEO
Victor Thompson, Company Secretary
Signed for Alajo Technologies Limited:
Olajumoke Oduwole, Director/CEO
Laolu Fadayomi, Company Secretary
