BUILDING ON TOMORROW CONTENTS INTRODUCTION FINANCIAL STATEMENTS Notice Of Meeting ........................................................6 Directors Report ...........................................................58 Uganda Clays at a glance ........................................9 Statement of Directors Responsibility.............. 61 Corporate Information .............................................. 12 Report of the Independent Auditors..................62 About Us ............................................................................ 15 Our Products ................................................................... 16 Statement Of Profit Or Loss ....................................65 Statement Of Financial Position ..........................66 Chairman’s Statement ..............................................24 Statement Of Changes In Equity ..........................67 Managing Director’s Statement ............................28 Statement Of Cash Flows .........................................68 Notes To The Financial Statements ....................69 Our Year in Pictures ....................................................32 Sustainability Reporting ..........................................36 Notes ..................................................................................94 Corporate Governance ...............................................48 Board Of Directors ......................................................48 Management Team......................................................52 Managing Risk ...............................................................54 UGANDA CLAYS ANNUAL REPORT 2019 | 5 CLAYS UGANDA NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Uganda Clays 5.4 By substituting for the current Article 69 the follow- Notes: ing new Article: Ltd [the Company] in respect of the year ended 31 December 2019 will be convened and held by 1. AGM Documents electronic means on Thursday 8 October 2020 at 2:30 pm. Article 69: (a) The number of directors shall not be less than (7) The audited financial statements, annual report, notice seven, or more than (10) ten. of the AGM and proxy form will be uploaded onto the Company website www.ugandaclays.co.ug. AGENDA conference, video conference or by (b) The directors shall as much as possible be nominated • “Hybrid General Meeting” means any other means of communication and elected on the basis of shareholding strength. 2. Why a Virtual AGM Ordinary Business a general meeting that compris- approved by the Board of Directors. es of both physical and or virtual (c) In every year one third of the directors for the time Following the declaration by the World Health Organiza- 1. To receive and confirm the min- attendance of the members in Article 38(b): A general meeting may being shall retire from office, except the managing tion that the corona virus (COVID-19) was global pandemic utes of the meeting held on 26 which they exercise their rights comprise of any or all of the follow- director. Retiring director shall be eligible for re- on 11th March 2020, the Government of Uganda imposed July 2019. which include voting, asking ing: election. several Rules and restrictive measures under the Public questions, deliberating on issues, Health Act, Cap. 281, to curb the spread of the virus in 2. To receive, consider and approve making of decisions. • a physical meeting at such place (d) The directors to retire in every year shall be deter- Uganda. The measures include a ban on public meetings the Directors’ report and audited as the Directors shall determine; mined by rotation rota. of more than ten (10) people and social distancing. The financial statements for the • “Virtual General Meeting” means Company could not therefore hold a normal physical year ended 31 December 2019, an online general meeting of • a virtual meeting which shall (e) A person shall not be qualified to be elected as a Annual General Meeting as provided for in the Articles of together with the report of the the members which takes place include video and or tele confer- director unless that person has a minimum qualifica- Association. auditors. in real time through the means encing facilities; tion of a Uganda Advanced Level Certificate. of video, audio and text in which On 17th August 2020, the High Court granted leave to the 3. To rotate and elect Directors in they exercise their rights which • a hybrid meeting that comprises 5.5 By substituting for the current Article 83 the follow- Company under Section 142 of the Companies Act, 2012, to accordance with the Articles of include voting, asking questions, of both the physical and virtual ing article: convene and hold an Annual General Meeting for the year Association of the Company and deliberating on issues, making of meeting. ended 31st December 2019 by electronic means. determine their remuneration. decisions without being physi- Article 83: The directors shall have power at any time, cally present. Article 38(c): The Board may deter- and from time to time, to appoint any person to be a The Company has put in place an execution plan for the 4. To consider, and if deemed fit, mine the number of attendees for director to fill a casual vacancy. A director so appointed virtual Annual General Meeting which for which it has appoint PKF Uganda as auditors • the performance of an act by the physical venue provided that shall hold office only until the next annual general meet- obtained approval/”No Objection” from the Uganda Secu- for the year ending 31 December physical or other means shall alternative means of attendance are ing, and shall then be eligible for re-election but shall not rities Exchange. 2020 and authorize the Directors include the performance of the provided to the other members and be taken into account in determining the directors who to fix their remuneration. act by electronic means. their proxies. are to retire by rotation at such meeting. 3. Registration for the AGM Special Business 5.2 By substituting for the current 5.3 By substituting for the current Any other Business In order to participate in the virtual Annual General Meet- Article 38 the following new Article 45 the following new ing, shareholders should register through the following 5. To consider, and if deemed ac- Article: Article: 6. To consider any other business for which notice has options: ceptable, approve amendments been given to the Secretary at least 48 hours before to the Articles of Association of Article 38(a): The Company shall in No business shall be Article 45: the meeting. • Dial the USSD code *284*31# from a mobile tele- the Company: each year hold a general meeting as transacted at any general meeting phone on any Ugandan mobile network and follow its annual general meeting in addi- unless a quorum of members is pres- the various prompts in the registration process. tion to any other meetings in that 5.1 By inserting under Article 2 the ent at the time when the meeting following new clauses: year, and shall specify the meeting proceeds to business. Save as herein • Shareholders who reside outside Uganda may send as such in the notices calling it; and otherwise provided, members hold- an email request to [email protected] and • means any not more than fifteen months shall “General Meeting” ing at least 45% of the issued shares provide their name, ID/Passport number/ SCD number meeting of the Shareholders elapse between the date of one an- of the Company being present in Lex Uganda Advocates & Solicitors to be registered. Once registered they will receive a convened either as an Annual nual general meeting of the Com- person or by proxy or via electronic COMPANY SECRETARY notification. General Meeting or Extraordinary pany and that of the next. A general means shall be a quorum. General Meeting; meeting may be held by way of tele- UGANDA CLAYS ANNUAL REPORT 2019 | 6 CLAYS UGANDA ANNUAL REPORT 2019 | 7 CLAYS UGANDA Uganda Clays at a glance • Links to register via a web portal to some of the questions received • Notice of the AGM will also be sent to all sharehold- shall be provided at the meeting. A • The Annual Report Revenue Balance sheet analysis ers with email addresses in the list of all questions received and the • Audited Financial Statements for Register. answers thereto will be published the year ended 31st December Revenue grew from 30.1 Billion in 2018 to 30.7 Billion in 2019 repre- Total assets as of 31 December 2019 were shs 62 Billion compared to on the Company’s website within 24 2019 senting a 2% increase. shs 65 Billion in 2018 representing a 5% decrease. Once registered, a shareholder will hours after conclusion of the AGM. • Proxy form Shareholder Equity reduced by 3% to shs 31 Billion in 2019 compared receive a notification by sms or • Court Order Year Ushs Bn to 32 Billion in 2018 email. Resolutions passed during the • Letter of No Objection issued by 2019 30.7 Outstanding loan balance for NSSF remains at Shs 20.5 Billion meeting will be announced before the USE. 2018 30.1 In order to facilitate shareholder close of the meeting and thereafter Total Assets verification, a shareholder will be published in a newspaper of national 7. Updating of Shareholder details Cost of sales Year Ugx Bn required to submit a valid identifica- circulation and the Company website 2019 65 tion document such as a National within 24 hours after conclusion of Shareholders are urged to contact Cost of Sales increased from 19 Billion in 2018 to 21 Billion in 2019 Identity