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East Africa Is Covered East Africa Is Covered UAP HOLDINGS PLC (FORMERLY UAP HOLDINGS LIMITED) ANNUAL REPORT & FINANCIAL STATEMENTS 2019 EAST AFRICA IS COVERED EAST AFRICA IS COVERED The UAP Old Mutual Group is the East African business of Old Mutual Limited which is a Pan-African Financial Services Group with a rich heritage of 175 years and presence in 13 African countries. The Group has operations in Kenya, Uganda, Tanzania, South Sudan and Rwanda with over 1,400 employees, 3.8M customers, 12 iconic properties and USD 2 Billion in funds under management. Whether it is insurance, investments, savings or banking, we’ve got you covered. 3 [SECTION TO BE CUT OFF] 4 [SECTION TO BE CUT OFF] KENYA IS COVERED Whether it is insurance, investments, savings or banking, UAP Old Mutual has got you covered. www.uapoldmutual.com/kenya UAP Holdings PLC (formerly UAP Holdings Limited) 2019 Annual Report and Financial Statements 5 CONTENTS ABOUT US Old Mutual Limited 8 Our purpose, vision and values 9 UAP Old Mutual Group 10 UAP Holdings PLC 11 Our history 12 - 13 UAP Old Mutual Group quick facts 14 Awards and accolades 15 DIRECTORS Board of directors 18 - 19 Director profiles 20 - 25 UAP subsidiaries' directors 26 - 31 UAP Old Mutual East Africa leadership team 32- 33 KEY STATEMENTS Chairman’s statement 34 - 37 Group Chief Executive Officer’s report 38 - 41 CORPORATE GOVERNANCE REPORT 42 - 53 Legal and compliance audit opinion on UAP Holdings PLC 54 [SECTION TO BE CUT OFF] RISK MANAGEMENT REPORT 55 - 58 SUSTAINABILITY REPORT 59 - 71 DIRECTORS’ REPORT 72 - 75 Directors’ remuneration report 76 - 78 Statement of directors responsibilities 79 AUDITED FINANCIAL STATEMENTS Independent auditors’ report to the members of UAP Holdings PLC (formerly UAP Holdings Limited) 81- 86 Consolidated statement of profit or loss 87 Consolidated statement of other comprehensive income 88 Company statement of profits or loss 89 Company statement of other comprehensive income 90 Consolidated statement of financial position 91 Company statement of financial position 92 Consolidated statement of changes in equity 93 Company statement of changes in equity 94 Consolidated statement of cash flows 95 Company statement of cash flows 96 Notes to financial statement 97 - 185 AGM Notice of the 12th AGM 188 - 190 Proxy form 191 - 193 [SECTION TO BE CUT OFF] 7 UGANDA IS COVERED Whether it is insurance, investments or savings UAP Old Mutual has got you covered. www.uapoldmutual.com/uganda UAP Holdings PLC (formerly UAP Holdings Limited) 8 2019 Annual Report and Financial Statements OLD MUTUAL LIMITED AFRICA WHO WE ARE Old Mutual was established in Cape Town in 1845 as South Africa’s first mutual life ON 17 MAY 2020 insurance company, offering financial security in uncertain times. OLD MUTUAL TURNED 175. Today, the Group has grown into a premium pan-African financial services Group that offers a broad spectrum of financial solutions to retail and corporate customers This is an incredible across key market segments in 14 countries, with listings on five stock exchanges. milestone that we can be really proud of. It means we We now employ about 30,000 people in our primary operations in South Africa have succeeded in staying and the Rest of Africa, and a niche business in China. relevant to our customers and responsive to their ◊ Africa (South Africa, Namibia, Botswana, Zimbabwe, Kenya, Malawi, Tanzania, changing needs, year after Nigeria, Ghana, Uganda, Rwanda, South Sudan and eSwatini) year for 175 years. ◊ Asia (China) E Africa • Kenya • Uganda • Tanzania • Randa • Sout Sudan West Africa • Gana • Nigeria S Africa • Namibia • Botsana • Zimbabe • Malai • Esatini • Sout Africa UAP Holdings PLC (formerly UAP Holdings Limited) 2019 Annual Report and Financial Statements 9 OUR PURPOSE, VISION & VALUES Our purpose Our vision Championing To be our customers’ most mutually trusted lifetime partner, positive passionate about futures every day. helping them achieve their financial goals. Always act with integrity Agile innovation Champion the that makes a customer difference Our values The power of Trust and diversity and inclusion accountability Respect for each other and communities we serve UAP Holdings PLC (formerly UAP Holdings Limited) 10 2019 Annual Report and Financial Statements UAP OLD MUTUAL GROUP EAST AFRICA The UAP Old Mutual Group comprises UAP Holdings PLC and its subsidiaries & Old Mutual Holdings’ and its subsidiaries which include Old Mutual Life Assurance Company, Old Mutual Investment Group and Faulu Microfinance Bank. The Group which operates an integrated financial services business model, is one of the largest in East Africa and offers customers insurance, investment, banking and savings solutions. UAP Old Mutual was formed in 2015 after Old Mutual PLC acquired a controlling stake in Faulu Microfinance Bank in 2014 and UAP Holdings PLC (formerly UAP Holdings Limited) in 2015. The UAP Old Mutual Group is part of Old Mutual Limited (OML). As part of OML, the Group is able to leverage technology and technical expertise to better serve customers as well as offer broad career growth prospects for employees. The Group operates in Kenya, Uganda, South Sudan, Rwanda and Tanzania. We remain committed to serving our customers and enabling them to reach their financial goals. We promise to be a certain friend in uncertain times. ARTHUR OGINGA | GROUP CEO, UAP OLD MUTUAL GROUP 11 SUBSIDIARIES 5 COUNTRIES • INSURANCE • INVESTMENTS • SAVINGS • BANKING UAP Holdings PLC (formerly UAP Holdings Limited) 2019 Annual Report and Financial Statements 11 UAP HOLDINGS PLC EAST AFRICA UAP Holdings is an East African financial services group which comprises seven subsidiaries that underwrite life and non-life insurance risks in Kenya, Uganda, Tanzania, South Sudan and Rwanda, a stock brokering company in Uganda and two property companies in Uganda and South Sudan. ORGANISATIONAL STRUCTURE KENYA OLD MUTUAL HOLDINGS LIMITED 61.93% KENYA UAP HOLDINGS PLC (38.07% held by other shareholders) 100% 100% 100% 65% 100% 65% MAURITIUS KENYA KENYA UGANDA KENYA UGANDA UAP Global UAP Life UAP Insurance UAP Financial UAP Properties UAP Old Mutual Services Assurance Company Services Limited Kenya Limited Life Assurance Limited Limited Limited (Dormant) Uganda Limited (33% held by UAP Old Mutual Insurance (35% held by other Uganda & 2% held by shareholders) other shareholders) 100% 55% 100% 53% 100% SOUTH SUDAN UGANDA MAURITIUS UGANDA KENYA UAP Insurance UAP Properties UAP Africa UAP Old Mutual UAP Investments South Sudan Limited (Uganda) Limited Insurance Uganda Limited Limited Limited (Dormant) (45% held by UAP Mutual Insurance Uganda) 70% 100% 60% SOUTH SUDAN RWANDA TANZANIA UAP Properties Limited UAP Insurance UAP Insurance Rwanda Limited Tanzania Limited (South Sudan) (40% held by other Shareholders) UAP Holdings PLC (formerly UAP Holdings Limited) 12 2019 Annual Report and Financial Statements OUR HISTORY OUR JOURNEY THROUGH 100 YEARS IN EAST AFRICA & 175 YEARS IN AFRICA 1845 1930 1978 1994 1997 A humble Old Mutual enters UAP is A fruitful Service expansion beginning the Kenyan incorporated merger Asset Management Old Mutual is formed market The Company UAP Insurance and Investment in South Africa as a Directed from incorporates as Company is formed Services are mutual insurance Salisbury until 1930, a Provincial Insurance after the merger of introduced to company by branch is opened in Company of East Union Insurance and customers through John Fairbairn. Nairobi on Hartridge Africa. Provincial Insurance. the Old Mutual Street (now Kimathi Invesment Services. Street). 1920 1973 1992 1996 2000 UAP enters the Government Faulu’s AXA acquires UAP Proudly Kenyan Market legislation affects inception UAP becomes part Kenyan UAP commences operations Faulu is born as of AXA group, after AXA divests and operations in Kenya. Old Mutual remains a Micro-lending AXA acquires UAP in UAP is acquired by operational program in Mathare France. Kenyan shareholders. but is closed to Slums with a Capital new business of KES. 600,000. acquisition following government legislation on income which reduces concession on life assurance premiums and increases taxation on domestic life offices. UAP Holdings PLC (formerly UAP Holdings Limited) 2019 Annual Report and Financial Statements 13 OUR HISTORY OUR JOURNEY THROUGH 100 YEARS IN EAST AFRICA & 175 YEARS IN AFRICA 2002 2007 2010 2014 2015 Expansion of Organising the Asserting A significant Bigger private asset business presence in the acquisition & better management UAP Holdings financial industry Recapitalization Old Mutual acquires Old Mutual Asset Limited is formed Old Mutual acquires with KES. 2.7B by a majority 60.66 % Management to consolidate the a controlling stake in Old Mutual, leads controlling stake in becomes largest Group subsidiaries. Nairobi stock broker to acquisition of a UAP Holdings. private asset Reliable Securities. majority 67% stake in Management Faulu Bank. Company with KES. 30B AUM following acquisition of Barclays Trust. 2004 2009 2013 2014 2020 Exploring new Making strides in Expanding to A significant Celebrating territories the industry Tanzania acquisition Milestones UAP enters the Faulu bank converts UAP enters the UAP makes a KES. 2B UAP marks 100 years Uganda Market. to a Deposit Taking Tanzanian market, Corporate Bond issue in East Africa while Microfinance, the same year its and lists on the Fixed Old Mutual Marks 175 regulated by CBK shares start trading Income Securities years in Africa. and with a license over the counter. market segment of to mobilize deposits Also, Faulu converts
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