The rebranded Mr Biggs Restaurant at Maryland Ikeja, Lagos Variants of New Supreme Ice Cream and Lollies in pouches contents

4 Our Vision 45 Salient Performance Graphs 6 Mission Statement 46 Report of the Independent Auditors 8 Corporate Strategy 48 Report of the Audit Committee 10 Company Profile 50 Statement of Significant Accounting Policies 11 Financial Highlights 52 Group Value Added Statement 12 Chairman's Statement 53 Group Profit And Loss Account 15 Notice of Meeting 54 Group Balance Sheet 17 Board of Directors, Professional Advisers, etc. 55 Group Statement of Cash Flows 19 Statement of Directors’ Responsibility 56 Notes to the Financial Statements 20 Board of Directors 76 Group Five-Year Financial Summary 25 Directors' Report 77 Shareholders' Information 39 Human Resource Report 78 Unclaimed Dividends 41 Corporate Social Responsibility Report 44 Financial Report

2010 ANNUAL REPORT & ACCOUNTS 3 our vision

To be number one in our chosen markets, providing exceptional value to our customers. A Library donated by CAP Plc to St Peters Anglican Primary School, Alausa, Ikeja, Lagos. Pix shows the Principal of the School flanked by the EDCS UACN, Mr JID Dada and the MD CAP Plc, Mrs Omolara Elemide Mission statement

To experience the thrill of adding value to lives and businesses by being a superior convenience provider. Variants of New Gala Crunchies from UAC Foods our strategy

To be a food-focused business with emphasis on business and market segments that offer the highest potentials. Investment will be targeted at profitable growth and creation of shareholders’ value. Victoria Mall Plaza Residential Apartments on Aboyade Cole Street, Victoria Island, owned by UPDC company profile

UAC of Nigeria Plc (UAC), with over a century of operations in Nigeria, is a leading diversified, food-focused company, operating in the manufacturing, services, logistics and warehousing and real estate sectors of the economy.

The Company's business portfolio includes the following Companies: UACN Property Development Company Plc (UPDC), the first Company in the real estate sector to be quoted on the Nigerian Stock Exchange; Warm Spring Waters Nigeria Limited, manufacturer of “GOSSY” Spring Water. The bottling plant is located in Ikogosi-Ekiti, Ekiti State. The Company (UACN) has majority stakes in Grand Cereals Limited, Spring Waters Nigeria Limited (SWAN) and Opticom Leasing Company Limited. UAC's interests also include Chemical and Allied Products PLC (CAP), UAC Registrars Limited and GM Nigeria Limited, a joint venture with General Motors Corporation of Detroit, USA. Following the recent pensions reforms in the country, UAC currently operates UNICO CPFA Limited, a subsidiary of the Company as a Closed Pension Fund Administrator.

As a food-focused conglomerate, UAC's growth strategy envisages the building of strong regional and international corporate partnerships in order to realize sustainable growth and business transformation. To this end, UAC has partnered with Tiger Brands of South Africa to form a new Company, UAC Foods Limited with Tiger Brands Limited holding 49% of the equity and UAC controlling 51%. The move involves UAC interests in snacks, dairies and water operations (UAC Foods, UAC Dairies and Spring Waters Nigeria Limited) being transferred to UAC Foods Limited.

The Company has re-aligned its food business architecture to unlock value in the business. The re-launch of Mr Bigg's, the leading Quick Service Restaurant chain in the country, has been well-received with trendy settings, tastier meals and a general improvement in the total offerings. The merger of UAC Franchising Division with UAC Restaurants to create a new UAC Restaurants Division has proved to be both strategic and profitable. UAC Restaurants operate leading Quick Service Restaurant brands including Mr. Bigg's, Village Kitchen, Chicken Inn, Pizza Inn, Creamy Inn and Dial-a- Delivery. UAC also operates Nando's, the Casual Dining Restaurants, in Nigeria.

Under the current leadership, UAC has demonstrated renewed resolve and drive to move from incremental business improvements to true transformation. To this end, UAC pays a great premium to its human capital and capacity development programmes through the exploration of both international and local opportunities for the employees' learning and training.

The Company's Corporate Social Responsibility programme, the Goodness League has spearheaded the move to boost education in the country through its infrastructural intervention and support for Legacy Schools across the country and the organization of the Free Weekend Classes for final year students in secondary schools.

UAC's performance has continued to be driven by its vision “To be number one in 2010 our chosen markets, providing exceptional value to the customers.” ANNUAL REPORT & ACCOUNTS 10 financial highlights

Group Company 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000 Turnover 52,313,682 56,604,958 19,326,151 20,134,638

Net operating profit 7,037,725 7,568,029 1,869,226 2,068,851 Profit before taxation 7,093,521 8,076,451 1,920,423 2,614,797 Taxation (1,642,719) (1,899,343) (323,031) (725,781)

Profit after taxation 5,450,802 6,177,108 1,597,392 1,889,016 Non-controlling interest (2,259,935) (2,157,981) - -

Profit attributable to Ordinary Shareholders 3,190,867 4,019,127 1,597,392 1,889,016

Capital expenditure 3,972,143 6,577,629 1,718,381 2,136,202

Shareholders funds 36,406,000 37,486,708 11,832,973 11,900,331

Earnings per share before N-CI- basic 341 482 100 148 Earnings per share before N-CI - adjusted 341 386 100 118

Earnings per share after N-CI - basic 199 314 100 148 Earnings per share after N-CI - adjusted 199 251 100 118

Proposed dividend per share (kobo) 110 130 110 130 Proposed dividend per share (kobo) - adjusted 110 104 110 104

Net assets per share (kobo) 2,848 3,511 739 929

Market price per share (kobo) - daily official listing as at 31 December 3,751 3,700 3,751 3,700 2010 ANNUAL REPORT & ACCOUNTS 11

chairman’s statement

Distinguished shareholders, invited guests, ladies and gentlemen,

I am delighted to welcome you all to the 2011 Annual General Meeting of our company, UAC of Nigeria Plc. At this meeting, I will lay before you the Annual Report and Accounts for the financial year ended 31st December 2010. Please permit me to highlight the significant developments in the political and economic environment in which the company operated during the year. OPERATING ENVIRONMENT

The first half of the year was characterised by political uncertainty arising from the Late President Yar'Adua's ill-health and attendant issues of power transfer to President Goodluck Jonathan. The situation was compounded by the Boko Haram insurgence in the North-East, the Jos crises and the spate of kidnapping in the South- East and some parts of the South-South zone of the country. These developments raised security concerns in the investment community. Capital market activities continued to be at low-key with the Securities and Exchange Commission taking measures to sanitise the market and position the Stock Exchange for a sustained future performance.

There was no significant improvement in infrastructure including power during the year. Despite huge resource allocation, the public power supply situation remains disappointing. The cost of self-generated power continued to rise in response to global crude oil prices and rising generator maintenance costs. Overall GDP growth of 7.85% was impressive in the face of continuing global economic crisis. However, it is instructive to note that whereas Agriculture, Wholesale and Retail Trade and Crude Oil and Gas Exports account for 75% of the GDP, Manufacturing accounts for below 4%. Inflation rose to as high as 15% during the year before declining to 11.8% by December. Manufacturing capacity utilisation, however, continues to decline. Credit to the private sector shrank by 5% against a benchmark target of 31.54% growth. Against this negative trend in private sector lending, credit to the Federal Government, States and Local Governments rose thereby crowding out private sector borrowing.

2010 was generally a challenging year for business in Nigeria. Let me illustrate the operational challenges faced by our businesses with the case of our UAC Restaurants Division, home to Mr. Biggs, the widest network of retail food outlets in Nigeria. Operations in the South-East, South-South and Plateau States were hampered by threats to life, general insecurity and subdued social life leading to delayed daily opening and early closing (and some days of complete shutdown) of restaurant operations. The credit crunch, insecurity and declining purchasing power led to the business failure of a number of our franchisees and a significant rise in the incidence of bad debts. Increasing power outages led to greater dependence on self-generated power. The increased costs of reduced business volumes could not be passed on to over-burdened consumers.

In the face of these challenges, your Board and Management are taking various 2010 restructuring steps to reposition the business. The impact of these measures is ANNUAL REPORT & already being felt. ACCOUNTS 12 chairman’s statement contd.

Delite Fruit Juice was introduced in the middle of the year to join the new Supreme Flavoured Milk. As these brands are entering the market at a challenging time, Management will ensure that they are adequately supported to gain market acceptance so that our investment in this area will yield appropriate returns in due course. Our Real Estate business struggled through another year of tepid demand given the associated macro-economic issues of the environment. Our paint business, however, had a spectacular year as volumes held given the differentiated quality offering of the premium Dulux brand. Our Jos-based businesses of Grand Cereals Limited and Spring Waters Nigeria Limited suffered business disruptions on account of the insecurity situation in Plateau State. During the year, the firm of KPMG was engaged to review the Group Internal Audit function and processes. The outcome of that exercise and implementation of the recommendations should enable Internal Audit to perform a more strategic role and strengthen corporate governance in our Company. COMPANY PERFORMANCE The Group achieved a Turnover of N52.3 billion (2009 N56.6 billion), a decline of 7.6% and Profit Before Taxation of N7.0 billion (2009 N8.08 billion) representing 12.2% decline. Profit after Tax and Non-Controlling Interest stood at N3.2 billion. DIVIDEND On the basis of these results, the Board of Directors recommends for your approval the sum of N1,760.79 million to be paid out as dividend, representing N1.10 for every 50k share held. The dividend will be subjected to the deduction of appropriate withholding tax at the time of payment. 2011 OUTLOOK Expected global economic recovery combined with increasing government spend and local and foreign direct investment in critical sectors should lead to economic advancement going forward. Public Private Partnership (PPP) initiatives at State and Federal Government levels should improve the state of infrastructure in the country. The 140% increase in minimum wage to N18,000, rising commodity prices and other planned economic measures could lead to higher levels of inflation and interest rates.

Overall outlook is that liquidity and consumer spending should improve with positive impact on businesses. With the passage of the AMCON Act, the Central Bank of Nigeria needs to urgently resolve outstanding issues in the financial sector so that the sector can actively play its intermediation role in the economy. It is envisaged that post election, office holders in government at all levels will settle down and give adequate attention to governance and the economy going forward.

At the Extraordinary General Meeting of 17th December 2010, you approved the restructuring of our company and the alliance with Tiger Brands Limited of South Africa with respect to our businesses in Spring Waters Nigeria Limited, UAC Foods Division and UAC Dairies Division. Negotiations with Tiger Brands have been concluded and the business of UAC Foods Limited is already receiving the required support from both partners.

On your behalf, I appeal to government at all levels, community leaders, religious leaders and, indeed, all stakeholders to find a lasting solution to the lingering Jos crises. Operational performance of our significant investments in that location- Grand Cereals Limited and Spring waters Nigeria Limited along with those of our other business units - continue to be adversely affected by the sad developments in that state.

Despite the decline in 2010 operating profits, we have closed the year with a stronger cash position; we are poised to invest significantly in the restructured operations and our other business areas. We are confident that the various measures taken and the anticipated improved operating environment point to a brighter future for our company.

2010 ANNUAL REPORT & ACCOUNTS 13 chairman’s statement contd.

BOARD CHANGES Dr Nkosana Donald Moyo and Mr. Simon Guy Harford resigned as Directors of the Company. We thank the two gentlemen and their alternate Directors, Ms Ngozi Edozien and Mr. Benson Adenuga for their contributions to your Company. We wish them well in their future endeavours. I introduced to you, at the December 2010 Extraordinary General Meeting, two eminent Nigerians with impressive credentials who joined the Board since the last Annual General Meeting, Dr Mansur Muhtar, OFR and Dr Okechukwu Enelamah. Please join me in welcoming them to the Board and wishing them a successful tenure. APPRECIATION I appreciate the efforts of management and staff towards the growth and greater profitability of our company; I urge them to rededicate themselves to this task. I thank our customers, dealers, distributors, suppliers and other stakeholders for their steadfast support and interest in the Company.

I acknowledge the contributions of my colleagues on the Board and thank you, our esteemed shareholders, for your support.

Thank you.

SENATOR UDOMA UDO UDOMA Chairman

2010 ANNUAL REPORT & ACCOUNTS 14 notice of annual general meeting

NOTICE IS HEREBY GIVEN THAT the next Annual General Meeting of the Members of UAC of Nigeria Plc will be held at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT on Wednesday, 15th June, 2011 at 11.00 o'clock in the forenoon in order to transact the following businesses:

Ordinary Business

1. Lay before the Members the Report of the Directors, the Consolidated Balance Sheet of the Company as at 31st December 2010, together with the Consolidated Profit & Loss Account for the year ended on that date and the Reports of the Auditors and the Audit Committee thereon. 2. Declare a Dividend 3. Re-elect/elect Directors 4. Authorize the Directors to fix the remuneration of the Auditors 5. Elect Members of the Audit Committee

Special Business

6. Fix the remuneration of the Directors; and approve benefits for retired Directors.

Proxy

A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him and such a proxy need not be a member of the Company. A proxy form is enclosed and if it is to be valid for the purposes of the meeting, it must be completed and deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting.

Dated this 29th day of March, 2011

By Order of the Board

Godwin A Samuel, Esq., Company Secretary/Legal Adviser

2010 ANNUAL REPORT & ACCOUNTS 15 Registered Office UAC House 1-5 Odunlami Street Lagos

NOTES

Dividend In view of the results, the Directors have recommended to members the payment of a dividend of 110 kobo per share. A resolution to this effect will be put to the meeting for the approval of the Members.

Dividend Warrants If payment of the dividend is approved, the warrants will be posted on 15th June, 2011 to shareholders whose names are on the Register of Members by Friday 20th May, 2011.

Closure of Register and Transfer Books The Register of Members and Transfer Books will be closed from 24th to 27th May, 2011 for the payment of the dividend.

Audit Committee The Audit Committee consists of three (3) shareholders and three Directors. Any member may nominate a shareholder as a member of the Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one days before the Annual General Meeting. Nominators should note that under the Code of Corporate Governance in Nigeria, members of the Audit Committee should have basic financial literacy and should be able to read financial statements. At least one member should have knowledge of accounting or financial management.

Unclaimed Share Certificates and Dividend Warrants Shareholders are hereby informed that a sizeable quantity of share certificates and dividend warrants have been returned to the Registrars as unclaimed. Some dividend warrants have neither been presented to the Bank for payment nor to the Registrar for revalidation. A list of unclaimed dividends has been posted on the Company's website http:/uacnplc.com. Affected members are by this notice advised to please contact the Company Secretary or the Registrars (UAC Registrars Limited) or call at the Registered Office of the Company during normal business hours.

E-Dividend/Bonus Pursuant of the directive of the Securities and Exchange Commission, notice is hereby given to all shareholders to open bank accounts, stock-broking accounts and CSCS accounts for the purpose of e-dividend/bonus. Forms are attached to this Annual report for completion by all shareholders to furnish the particulars of these accounts to the Registrar (UAC Registrars Limited) as soon as possible.

2010 ANNUAL REPORT & ACCOUNTS 16 board of directors, professional advisers etc

Senator Udoma Udo Udoma Non-Executive Chairman Mr. Larry Ephraim Ettah Group Managing Director/CEO Registrars Mr. Abdul Akhor Bello Executive Director/Chief Financial UAC Registrars Limited Officer Mr. Joseph Ibrahim Dada Executive Director, Corporate Services Chief Samuel Olaniyi Bolarinde Non- Executive Registered Office and Transfer Office Dr Okechukwu Enyinna Enelamah Non-Executive Director(appointed UAC House w.e.f. 27/10/10) 1-5 Odunlami Street Dr. Mansur Muhtar, OFR Non-Executive Director(appointed Lagos. w.e.f. 27/10/10) Mrs. Awuneba Sotonye Ajumogobia Non-Executive Director Auditors Dr Suleyman Abdu Ndanusa, OON Non-Executive Director PricewaterhouseCoopers Dr Nkosanna Donald Moyo Resigned wef 17/6/10 Chartered Accountants Mr Simon Guy Harford Resigned wef 17/6/10 252E Muri Okunola Street Victoria Island Lagos Company Secretary/Legal Adviser Godwin Abimbola Samuel In accordance with section 357(2) of the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria, 2004, PricewaterhouseCoopers Board Changes will continue in office as Auditors without a resolution being passed. A Since the last Annual General Meeting, Dr Nkosana Donald Moyo and Mr. resolution will, however, be proposed at this meeting authorizing the Simon Guy Harford resigned from the board while Dr Okechukwu Enelamah directors to fix their remuneration. and Dr. Mansur Muhtar, OFR were appointed to the Board. The new Directors will be presented for election at the meeting.

Retirement by Rotation In accordance with the Articles of Association of the company and provisions of the Companies and Allied Matters Act, Cap C20 LFN 2004, Mrs. Awuneba Ajumogobia and Dr Suleyman Ndanusa, OON are the directors retiring by rotation and being eligible offer themselves for re-election. The profile and biographical information of the Directors for election/re-election are on pages 20 -24 of this Annual Report and Accounts.

Record of Directors’ Attendance at Board Meetings In accordance with section 258 (2) of the Companies and Allied Matters Act, Cap C20 LFN 2004, the record of Directors' attendance at Board Meetings during the year is available for inspection at this Annual General Meeting.

2010 ANNUAL REPORT & ACCOUNTS 17 directors' responsibility

… The directors are responsible for the preparation of the annual financial statements which give a true and fair view of the position of the Company…

2010 ANNUAL REPORT & ACCOUNTS 18 directors' responsibilities

This statement, which should be read in conjunction with the Auditors' statement of their responsibilities, is made with a view to setting out for shareholders, the responsibilities of the Directors of the Company with respect to the financial statements.

In accordance with the provisions of the Companies and Allied Matters Act, the Directors are responsible for the preparation of annual financial statements, which give a true and fair view of the financial position of the Company and of the profit or loss for the financial year.

The responsibilities include ensuring that:

(a) appropriate internal controls are established both to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

(b) the Company keeps accounting records which disclose with reasonable accuracy the financial position of the company and which ensure that the financial statements comply with the requirements of the Companies and Allied Matters Act;

(c) the Company has used suitable accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all applicable accounting standards have been followed and;

(d) the going concern basis is used, unless it is inappropriate to presume that the company will continue in business.

2010 ANNUAL REPORT & ACCOUNTS 19 board of directors

Senator Udoma Udo Udoma, 56

Senator Udoma, a lawyer, graduated from Oxford University, England in 1976 with Bachelor of Arts (Law). He obtained a post graduate degree in advanced legal studies, the BCL, from the same University in 1977. He was called to the Nigerian bar in 1978. He had brief stints as a Law Lecturer at the University of Lagos, as an Investment Analyst with Chase Merchant Bank Nigeria Limited and as an Associate in the law firm of Chris Ogunbanjo & Co., before setting up his own commercial law firm of Udo Udoma & Co. (later renamed Udo Udoma & Belo-Osagie) in 1983. He is currently the Senior Partner in the Firm. He has served the nation in very many capacities. He was a member of the advisory team of legal experts set up by the Technical Committee on Privatisation and Commercialisation (TCPC) to advise on the legal aspects of the privatisation exercise; he was also the legal member of the team set up by the Federal Government to carry out a comprehensive review of the National Policy on Solid Minerals Development and also served as Special Adviser to the Minister of Petroleum and Mineral Resources. He was elected into the Senate in 1999 and served for two terms up till 2007. As part of his contributions to public service, he was the pioneer Chairman of the Corporate Affairs Commission, and is currently the non-executive Chairman of the Board of the Securities & Exchange Commission. He joined the Board of UAC of Nigeria Plc in 1995 and was appointed as the non-executive Chairman of the Board with effect from 2nd January, 2010.

Mr Larry Ephraim Ettah, 47

Mr. Ettah is the Group Managing Director/Chief Executive Officer of the Company. He was appointed on January 1st 2007. He holds a B.Sc degree in Industrial Chemistry and an MBA (Finance/Marketing) both from University of Benin. He is also a graduate of the renowned Executive Programme of Ross School of Business, University of Michigan, Ann Arbor, United States of America.

Before his elevation to the current position, he held several senior management positions in the Company including Divisional Managing Director of Mr. Bigg's and UAC Foods Divisions and Head of Human Resources/Executive Director of the Company.

He is the 1st Vice President of the Nigerian Employers' Consultative Association (NECA); Vice President (Multinationals) of Manufacturers Association of Nigeria (MAN) and Council Member, Lagos Chamber of Commerce and Industry (LCCI). He joined the Board in 2004. 2010 ANNUAL REPORT & ACCOUNTS 20 board of directors

Mrs Awuneba Sotonye Ajumogobia, 51

Mrs Ajumogobia is a Chartered Accountant with 21 years quality experience in external audit, accounting & finance and marketing. She is a fellow of the Institute of Chartered Accountants of Nigeria. She graduated from University of Ibadan with a B.Sc (Hons) degree in Economics in 1982. She acquired broad professional experience in audit, taxation and consultancy across several industries at the audit firms of Peat Marwick Ani & Ogunde & Co., and Deloitte. She later joined Andersen Consulting (now Accenture) which she recently left as Finance Director after which she worked on the national vision 20:2020 project as a member of the Consulting team. She joined the Board in July 2009.

Chief Samuel Olaniyi Bolarinde, 68

Chief Bolarinde is the Chairman of Vitafoam Nigeria Plc and Wema Bank Plc. He is a graduate of Industrial Chemistry from John Daton College, Manchester, England. He obtained a Postgraduate Diploma in Polymer Science from the same College and a Certificate in Management from Ashridge Management College, UK. He holds a Master of Science Degree in Materials Engineering from the University of Surrey, UK. He joined the Board in 2000.

2010 ANNUAL REPORT & ACCOUNTS 21 board of directors

Mr Joseph Ibrahim Dada, 50

Mr Dada graduated from Ahmadu Bello University, Zaria with a B.Sc (Hons) in Economics. He also holds a Masters of Science Degree in Marketing Management from the University of Lagos. He is a member of Advertising Practitioners Council of Nigeria (APCON) and a Fellow of the National Institute of Marketing of Nigeria (NIMN). He is an alumnus of the famous Kellogg School of Management, North Western University, Illinois, USA. He joined UACN as a Management Trainee in September 1983. He worked variously as Factory Planning Manager, Brand/Export Manager and Market Research/Media Manager with the then A J Seward Division of UACN. He later worked with UAC Export as Export Business Manager and subsequently with UAC Foods as Product Group Manager and Fast Foods/Marketing Services Manager. Also at UAC Foods, he worked as Divisional Ice Cream Director, Divisional Frozen Foods Director and Acting Divisional Fast Foods Director respectively. In December 1999, Mr Dada was appointed the Managing Director of Grand Cereals & Oil Mills Limited, a subsidiary of UACN, a position he held until his elevation to the Board in January 2010 as Executive Director (Corporate Services) with responsibility for Human Resource, Marketing and Strategy.

Dr. Suleyman Abdu Ndanusa, 56

Dr. Ndanusa is a Banker, a Lawyer, an Economist, a Chartered Secretary and a Stockbroker. He graduated from Ahmadu Bello University, Zaria with a Bsc (Hons) degree in Economics in 1978 and obtained an MBA in 1982 from the same University. He obtained an LLB degree from University of Lagos in 2000 and was called to bar in 2003. He is also a graduate of the prestigious Advanced Management programme of Harvard Business School, USA, and a holder of Doctor of Letters Degree of St. Clements University, UK.

Dr. Ndanusa served variously as Special Assistant to the Honourable Minister of Commerce; Director- General, Securities and Exchange Commission; Lead Consultant in the Central Bank of Nigeria Bank Consolidation Monitoring Team before his appointment as the Managing Director of Spring Bank Plc on an interim arrangement to salvage the crisis ridden Bank. An Officer of the Order of the Niger (OON), Dr. Ndanusa has served as a Council Member, Nigerian Investment Promotion Commission; Member, Technical Committee on Privatisation (BPE); National Pensions Reforms Steering Committee and currently, among others, the Chairman/Pro- Chancellor of IBB University Lapai in Niger State. He joined the Board in December 2009. 2010 ANNUAL REPORT & ACCOUNTS 22 board of directors

Mr Abdul Akhor Bello, 50

Mr. Bello holds a Higher National Diploma in Accountancy from Yaba College of Technology, Lagos. He is a Fellow of the Institute of Chartered Accountants of Nigeria. He has attended Management and Leadership programmes at Ashridge Management College and Cranfield School of Management, UK. He is an alumnus of Oxford University's Advance Management and Leadership programme. Mr. Bello has worked variously as Special Assistant to Group Finance Director Inlaks Group; Chief Accountant, Inlaks Plc; Chief Accountant and Financial Controller, Grand Cereals & Oil Mills Ltd; Senior Group Accountant, UACN; Finance Director & Company Secretary and later Managing Director of Chemical & Allied Products Plc. He was the Managing Director of UACN Property Development Company Plc until his elevation to the Board as Chief Financial Officer in January 2010.

Dr Mansur Muhtar, OFR, 51

Dr Muhtar, a former Minister for Finance, holds a doctorate degree in Economics from the University of Sussex in the United Kingdom. He earned a first class degree in Economics from the Ahmadu Bello University, Zaria.

Dr Muhtar, who obtained an M.Phil in Economics and Politics of Development from the University of Cambridge, King's College, UK, also worked as head of the Economics Department of Bayero University, Kano. He has attended Leadership and Management programmes at The Wharton School, University of Pennsylvania and Harvard University Kennedy School in the United States.

He was also Economist, Task Manager and Team Leader, The World Bank Headquarters, Washington D.C; Deputy-General Manager, Strategic Management and Economics Division, United Bank For Africa Plc; Director-General, Debt Management Office, Abuja and Executive Director, African Development Bank, Tunis before his appointment as Honourable Minister of Finance of the Federal Republic of Nigeria. He has been honoured as an Officer of the Federal Republic (OFR). 2010 ANNUAL REPORT & ACCOUNTS 23 board of directors

Dr Okechukwu Enyinna Enelamah, 46

Dr Enelamah, first qualified as a medical doctor before qualifying as a chartered accountant. He has an MBA from the prestigious Harvard Business School, Massachussetts, USA and is also a chartered financial analyst.

He is the Chief Executive Officer of African Capital Alliance Limited (ACA), a leading private equity firm - a terrain he was adequately prepared for after working with Zephyr Management L.P in New York and South Africa Capital Growth Fund in Johannesburg.

Dr Enelamah, who also worked for leading outfits - Arthur Andersen and Goldman Sachs - currently serves on the board of several companies including Cornerstone Insurance Plc, Businessday Media Limited, TechnoServe, Africa Leadership Initiative West Africa and Africa Venture Capital Association. He is also the Chairman of the Boards of Flavours Food Limited and Landmark Property Development Company (LPDC), among others.

2010 ANNUAL REPORT & ACCOUNTS 24 directors’ report

The directors have pleasure in submitting to the members the Consolidated Balance Sheet as at 31st December, 2010 together with the Consolidated Profit and Loss Account for the year ended on that date, showing a net consolidated profit of N3,191million after providing for taxation and Non-controlling Interest

The report also covered a review of the business performance in the last financial year as well as a look at future prospects.

Dividend The Directors have recommended the payment of N1.10k dividend per 50k ordinary shares held.

PROFIT FOR THE YEAR AFTER TAXATION 2010 2009 N’OOO N'OOO Group profit for the year after taxation, and non-controlling interest 3,190,867 4,019,127

Principal Activities UAC of Nigeria Plc is a diversified business with activities in the following principal sectors: Foods, Manufacturing, Automobile, Logistics and Real Estate.

CORPORATE GOVERNANCE REPORT UAC of Nigeria Plc is a Company of integrity and high ethical standards. Separation of the positions of Chairman and Managing Director Our reputation for honest, open and dependable business conduct, built The position of the Chairman is distinct from that of the Group Managing over the years, is an asset just as our people, brands and factories. Every Director/CEO. The Chairman of the Board is Senator Udoma Udo Udoma who is a employee of the Company and its subsidiaries subscribes to comply with Non-Executive Director, while the Group Managing Director/Chief Executive Officer the UACN Code of Business Principles & Ethics (“the Code”) on an is Mr Larry Ephraim Ettah. annual basis. The Board of Directors is responsible for ensuring that the Code is communicated to, understood and observed by, all employees. The Roles and Responsibilities of the Board The following are the matters reserved for the Board of Directors of the Company: The Board of Directors Under the Articles of Association of the Company, the business of the i) Strategy and management Company shall be controlled and managed by the Directors, who may ii) Selection, performance appraisal and compensation of executive directors exercise all such powers of the Company as are not by statute or the iii) Succession planning Articles to be exercised by the Company in General Meeting. iv) Communication with shareholders and management of investor relations v) Integrity of financial controls and reports Composition of the Board of Directors vi) Risk and internal controls The Board was made up of six non-executive and two executive directors. vii) Board appointments The Directors appointed to the Board during the year are Dr Mansur viii) Corporate responsibility through the approval of relevant policies Muhtar, OFR and Dr Okechukwu Enelamah. ix) The matters reserved for the Board and the terms of reference for Board Committees All the directors have access to the advice and services of the Company x) The scope of delegated authority to Board Committees and Secretary; and with the approval of the Chairman of the Board to the management and their accountabilities and responsibilities 2010 xi) The procedure for determining the remuneration for non- ANNUAL advice and services of other professionals in areas where such advice will REPORT & improve the quality of their contribution to the Board decisions. executive directors ACCOUNTS 25 Board Meetings xii) Enforcement of a code of conduct for non-executive directors xiii) Compliance with all applicable laws and regulations by the DIRECTORS 28/4/10 16/6/10 28/7/10 27/10/10 10/11/10 08/12/10 Company and its subsidiaries Mr. S.A Harford P AWP - - - - Dr. O.E Enelamah - - - - P P Board Appointment, Induction and Training Processes Dr. M Muhtar, OFR - - - - P P The process of appointing Directors involves a declaration of a vacancy at a Board Meeting; the sourcing of the curriculum vitae of suitable candidates Attendance Keys: A = Absent P = Present AWP = Absent with apology depending on the required skills, competence and experience at any -= Not yet a member or has resigned particular time; and the reference of the curriculum vitae to the Governance and Remuneration Committee for necessary background Every year, a strategy session is held between Directors and the Heads of the checks, informal interviews/interaction and a recommendation for the Business Units of the Company before the budget for the coming year is approved. approval of the Board of Directors. A Director appointed by the Board is Board Changes: presented to the next Annual General Meeting of the members of the Dr Nkosanna Donald Moyo and Mr Simon Guy Harford resigned from the Board with Company for election. effect from 17th June, 2010. Dr Mansur Muhtar, OFR and Dr Okechukwu E Enelamah, who were appointed to the Board since the last Annual General Meeting will be Every newly appointed Director of the Company undergoes an induction presented for election at the Annual General Meeting. process. He is introduced to the members of the Group Leadership team, the Board of Directors and the operations of the companies within the Directors For Election/Re-Election Group. All major documents, policies, processes and procedures that Dr Suleyman Abdu Ndanusa, OON and Mrs Awuneba Ajumogobia are the Directors help the Director to gain understanding of the Company, its history, seeking re-election at the meeting. culture, values, business principles, people, projects, processes and plans are made available to him. Operational visits are also arranged for the new Composition of Board Committees Director to meet the leadership teams and get acquainted with the business operations, issues and brands of the Business Units of the The Board functioned through the Board Audit & Risk Committee and the Company. Governance & Remuneration Committee. All Board Committees make recommendations for approval by the full Board. The Directors of the Company participated at the UACN Group Board The Board Audit and Risk Committee Retreat which was held at the Golden Tulip Festac Lagos in November 1) 2011. The Committee is chaired by Mrs Awuneba Ajumogobia, a Non-Executive Director and made up of two other non-executive directors and the three Executive Directors

Board Meetings The Terms of Reference of the Committee

The board met six (6) times during the 2010 financial year. The following is the list of the Directors and their attendance at the Board meetings: i) To oversee internal audit and internal controls; and to document and review the Charter that states the roles, responsibilities, authority and scope of DIRECTORS 28/4/10 16/6/10 28/7/10 27/10/10 10/11/10 08/12/10 operations of the internal audit function; approve the annual audit plan; and to periodically carry out a quality assurance review of the internal audit Sen. Udoma U Udoma P P P P P P function. Mr. L E Ettah P P P P P P ii) To oversee risk management within the group and it is responsible for Mr. Abdul A Bello P P P P P P Mr. J.I Dada P P P P P P developing and implementing an enterprise risk management framework Mrs A . Ajumogobia P P P P P P for identifying, measuring, monitoring and controlling risks in the Company Chief S. O Bolarinde P P P P P P and group. Dr. S. A Ndanusa OON P P P P P P iii) To oversee financial reporting, its policies and processes. Dr. N.D Moyo P P - - - - iv) To review the group operational performance. 2010 v) To approve capital expenditures, specific projects and their financing within ANNUAL the overall plan approved by the Board. REPORT & ACCOUNTS 26 vi) To approve bank borrowings. g) To document and review the Board Charter and the composition, vii) To Monitor compliance with applicable laws and regulations by the roles, responsibilities, authorities, reporting framework of Company and its subsidiaries. Board Committees and the Boards of subsidiary companies. viii) To authorise the sealing of legal documents and instruments. h) To make recommendations to the Board on the adoption of a Code of Conduct (including the policy on trading in Company shares) Committee Meetings for Directors and Senior Executives and to review the same from time to time. i) To make recommendations on the whistle blowing process for the Company The Board Audit & Risk Committee met four (4) times during the year. The that encourages stakeholders to report any unethical activity/breach following table shows the meetings and the attendance of the members of the Committee at such meetings: of corporate governance. j) To oversee continuing education of Board members and the induction of new directors. DIRECTORS 26/4/2010 14/7/2010 26/10/2010 24/11/2010 Committee Meetings Mrs A. Ajumogobia P P P P The Committee met three (3) times in 2010. The following table shows the Mr. L E Ettah P P P P Mr. J.I Dada P P P P attendance of Committee members at the meetings: Mr. A.A Bello P P P P Mr. S.G Harford P - - - Directors 4/05/2010 4/08/2010 12/11/2010 Dr. S.A Ndanusa OON - AWP - - Sen. Udoma U Udoma P P P Chief S. O Bolarinde P P P Attendance Keys: A = Absent P = Present - = Not yet a member or has resigned Dr. O.E Enelamah - - - AWP=Absent with apology Mr. L E Ettah P P P 2) The Governance and Remuneration Committee Dr. N.D Moyo AWP Attendance Keys: A = Absent P = Present - = Not yet a member or has resigned AWP=Absent with apology The Committee was chaired by Senator Udoma Udo Udoma, a Non-Executive Director and made up of three other Non-Executive directors and the Group BUSINESS REVIEW COMMITTEE Managing Director/CEO. At the Management level, a Business Review Committee presided over by the Group Managing Director/CEO, comprising the Executive Directors, Managing Directors The Terms of Reference of the Committee of the various Business Units and the Heads of Corporate Centre units meets every a) To make recommendations on the composition of the Board. month to review and address business performance, operational and strategic issues of the businesses within the Group. b) To define the criteria and the procedure for the appointment of Directors to the Board and its Committees and to nominate new Directors THE STATUTORY AUDIT COMMITTEE for appointment to the Board of the Company and its Subsidiary The Statutory Audit Committee consists of six members made up of three and Associated companies. representatives of the shareholders elected at the previous Annual General Meeting c) To recommend the appointment, remuneration and promotion of for a tenure of one year and three representatives of the Board of Directors Executive Directors and Senior Management. nominated by the Board. d) To perform annual evaluation of the Board, its Committees and the Boards of subsidiary companies as appropriate. The Chairman of the Committee is Mr Olabisi Fayombo, a Chartered Accountant and e) To set the performance targets/criteria and evaluate the performance of a shareholders' representative. The Company Secretary is the Secretary of the 2010 the Group Managing Director/CEO and make recommendations to Committee. The meetings of the Committee were attended by the Internal Auditor ANNUAL and representatives of PricewaterhouseCoopers, the external auditors. The REPORT & the Board on his performance. ACCOUNTS f) To review from time to time succession planning proposals. following table shows members' attendance at the meetings of the Committee in 27 2010: The Company is putting in place structures and policies for compliance with MEMBERS 17/2/2010 15/4/2010 26/4/2010 20/12/2010 the 2011 Code of Corporate Governance from the 1st April, 2011 effective date. Prince G. A Olagunju P P P - This will form the basis of the Corporate Governance Report in the 2011 Mr. O Fayombo P P P P Annual Report & Accounts. Mr. N. K Nnabike P P P P Mr. M Akinlade - - - P Compliance with the Code of Corporate Governance Chief S. O Bolarinde P P P P The Company has complied with the provisions of the Code of Corporate Governance in Nigeria, 2003. Dr. S.A Ndanusa OON - - - P Mr. A.A Bello P P P P Mr. S.G Harford AWP P P - DIRECTORS' INTEREST In Ordinary Shares Attendance Keys: A = Absent P = Present- = Not yet a member or has resigned Directors: December 2010 December 2009 The Terms of Reference of the Committee Ordinary shares Ordinary shares Mr. U U Udoma }direct The following were the terms of the Committee as provided in section 359 (6) of the Companies and Allied Matters Act CAP C20 Laws of the Federation of (wef 13/12/1995) 1,047,565 838,052 Nigeria, 2004; }indirect 18,005,025 9,825,180 I) ascertain whether the accounting and reporting policies of the Mr. L E Ettah (wef 10/12/2003) 2,346,045 2,076,250 Company are in accordance with legal requirements and agreed Mr. A A Bello (wef 01/01/2010) 103,657 - ethical practices; Mr. J I Dada (wef 01/01/2010) 85,937 - ii) review the scope and planning of audit requirements; iii) review the findings on management matters in conjunction with the Chief S O Bolarinde external auditor and departmental responses thereon; (wef 09/08/2000) 592,612 474,090 iv) keep under review the effectiveness of the Company's system of Mrs A Ajumogobia accounting and internal control; (wef 22/07/2009) 771 617 v) make recommendations to the Board with regard to the appointment, removal and remuneration of the external auditors Dr. S A Ndanusa, OON of the Company; (wef 09/12/2009) - - vi) authorise the internal auditor to carry out investigation into any activities of the Company which may be of interest or concern to the IN CONTRACTS Committee. Some of the directors have given notices for the purposes of Section 277 of the Review of Internal Audit Companies and Allied Matters Act,1990, to the effect that they are members of The structure and processes of the Internal Audit function were reviewed by a some specified companies which could be regarded as interested in any third party consultant in the course of the year and their recommendations are contracts with which the group was involved during the year under review. being implemented. Significant Policies: CHARITABLE GIFTS AND OTHER DONATIONS =N= Secondary/Higher Education Scholarship 8,548,835 The significant policies of the Company approved by the Board of Directors include the following: Schools Renovations, Projects, etc 1,800,000 i) Fraud Policy Other donations (=N=40,000 & below) 5,529,878 2010 ANNUAL ii) Whistle Blowing Policy TOTAL 15,878,713 REPORT & ACCOUNTS 28 directors’ report business units commentaries

UAC Foods was up against very stiff T h e b u s i n e s s w a s competitive and challenging r e s t r u c t u r e d a n d business environment. Nevertheless, repositioned in 2010 to the Division posted a 10% real growth in Turnover (volume driven) enhance profitability in the face of stiff competition and market while sustaining the previous year's profit level. changes. Cost was a major issue due to poor infrastructural facilities and the high cost of operations, particularly energy and raw material Gala, the flagship brand, maintained its leadership position of the costs. sausage roll market despite all odds. The business commenced its rebranding project with the launch and Pursuant to the product portfolio expansion strategy, new products' re-opening of the Maryland shop in October 2010 in line with the contribution grew from 6% to 9.5% of Turnover. Additionally, rebranding strategy and included the Mr. Bigg's packaging items investments in new plants were made in the last quarter in line with with the new logo. the long-term growth plan of the business. New product innovations created a refreshing experience for the valued customers with the introduction of Quarter (1/4¼) value meal, hot meals, coffee, new BBQ and pepper chicken spicing, beans and corn menu.

Mr Bigg's Catering Service operations have been expanded to The company ventured into provide customers with new product line-up to further enhance the the Fruit Juice market with top and bottom lines of the business. the introduction of Delite Fruit Juice in four exciting flavours of Mixed Fruits, Orange, Apple and Berries to broaden the Ambient product portfolio and boost utilisation of the Tetrapak line. However, as a result of the low sales volume and high unit The company has started reaping the benefits manufacturing cost, the company could not break even in the o f t h e s t r a t e g i c Ambient business. repositioning undertaken in 2009, which has led to improved operational efficiency and The Frozen operation posted a better result. But, the business significant improvement in performance that continued to face the persistent challenges of poor power situation culminated in the business ending the year with a profit. This was in in the country, adverse effects of climatic change (severe and spite of the challenges from increased energy costs, depressed prolonged rainy season) as well as infrastructural issues that consumer purchasing power and haulage difficulties due to the limited its capacity to meet demand during the peak seasons of the location of the factory. 2010 year. ANNUAL REPORT & ACCOUNTS 29 directors’ report business units commentaries

Japanese Yen against other global currencies translated into increased In 2010, SWAN Waters Nigeria Limited cost of imports of its vehicles. Faced with intense competition from (SWAN) was able to record improved Chinese, Indian and other European brands and with little or no room performance in turnover and profitability for price reviews, margins came under serious pressure. despite the challenging and competitive operating environment. During the year, the company invested in new filling technology to further improve the 2010 was an outstanding year for quality of its products. CAP Plc. The business achieved a commendable growth in both The business ended the year on a very turnover and operating profit. positive note, posting respectable results both in turnover and operating profits. The company continued to dictate the pace in the industry through its innovation and colour mastery. Dulux Mobile Colour Centre, the first in Significant investments in facilities Africa, was launched during the year to boost brand visibility and expansion, development and upgrade were undertaken in several parts awareness. of the country to consolidate MDS Logistics' leadership in the third party logistics industry. Of note was the expansion of Pharmaceutical Three additional Dulux Colour Centres were opened in Lekki, Port Logistics business with the completion of two ultra-modern Harcourt and Kaduna to expand market penetration and improve pharmaceutical facilities in Kano and Onitsha for the Northern and performance. Eastern Regional Pharmaceutical Distribution Centres respectively. Dulux and Caplux won the Standard Organization of Nigeria (SON) The company continued its dominance of the Telecoms Logistics sub- quality award in 2010, further reinforcing the high quality of CAP Plc's sector through its partnership with the major players and improvement products. of its main service offerings in the sector.

The conclusion of key strategic partnership initiatives in the transport and distribution segments further strengthened MDS Logistics' Despite the inclement operating environment, dealings with selected premium clients in the provision of total front UACN Property Development Company PLC end logistics solutions. (UPDC) posted a respectable Turnover and Profit of N8.09 billion and N2.56 billion respectively. Other major achievements were recorded in the expansion of its off-site logistics business with the acquisition of new accounts. Against the backdrop of the prevailing global economic recession and the banking sector reforms of 2010, the Nigerian real estate industry The company's restructuring efforts paid off as its suffered temporary setbacks with significant price correction in the structural costs were brought under control, being premium market segment. lower than the preceding period. The real estate industry remains resilient inspite of the global financial 2010 However, the business recorded a decline on turnover crises, and, in Nigeria, particularly, the potential for growth is very ANNUAL and profit during the period. The increasing rate of significant, given the huge deficit of about 18 million housing units. REPORT & ACCOUNTS 30 directors’ report business units commentaries

The management of UPDC has re-aligned its business strategy with Furthermore, the crises also put pressure on costs as suppliers and focus on rebuilding its land bank, restructuring its financies to match transporters charged risk premium on their goods and services. Acute its growth plans, expanding its product base to include medium class shortage of oil seeds and crude soya oil in the last quarter of the year offerings to and build critical mass and deepening its presence in resulted in significant rise in their prices and, consequently, a decrease Abuja as well as re-entry into the Port-Harcourt housing market. in the margins on Grand Oils.

The company issued a N15 billion corporate bond which was 100% over-subscribed at a price which was unprecedented in the history of corporate bond issues in Nigeria. The Bond proceed was applied to re- UNICO CPFA LTD met her planned profit target for finance the company's short-term bank borrowings in part and the 2010 although this was slightly lower than the previous balance is being gradually utilised to fund new projects. year's profit due to the crash in deposit rate and slight reduction in the number of contributors. The Golden Tulip Festac Hotel was opened to customers in January 2010 with 4 floors comprising 227 rooms. This was increased to 6 During the period, the financial market witnessed gradual recovery in floors in November 2010 with a capacity of 340 guest rooms. The hotel 2010, with significant improvement in the equity market. However, the operation, though slow in the early part of the year, is gradually flight to safety by most investors led to the crash in interest rates and improving as its client base is being expanded. bond yield. Interest rate crashed from an average of 16% in 2009 to an average of 7% in 2010 while the Bond secondary market was inactive in the second half of the year.

In spite of various challenges facing the In spite of the challenges in the fixed income market during the year, business in 2010, the Grand Cereals the fund under management (RSA and Pensioners) achieved targeted Limited was able to achieve Turnover and income and growth. The unit price of the RSA fund increased by 15% in Pre-Tax profit growth of 11.5% and 6% the year under review while inflation averaged 13%. The two funds are respectively. liquid enough to meet up with their obligations without recourse to the parent company. The company also made a significant investment in a new fish plant to exploit the opportunities in the growing fish feed market. Also, another variant of layer feed was introduced during the year in response to the yearnings of poultry farmers across the country. The Company maintained a good performance in 2010, in spite of the The performance of the business was shackled by incessant ethno- challenges faced by the Capital Market as religious crises that engulfed Jos and the environs during the period. the business continued to focus on Even though the crises affected all product categories, the poultry quality service delivery and efficiency. feed business was the worst hit due to the unavailability of Vital Feed in key markets over a prolonged period of time. This made farmers to switch to other brands, thereby leading to significant loss in market share. 2010 ANNUAL REPORT & ACCOUNTS 31 Distributors

LAGOS REGION Distributors Name Location DULUX AGENTS

Rodansy Enterprises Lagos Aikon Engr. Limited Aba Japio Stores Lagos Design Studeo Limited Abuja Vitadof Stores Lagos Edeoga Nigeria Limited Abuja, Kaduna, Wolad Store & Foods Lagos Taes Concept Limited Abuja Kalesadex Nig Company Lagos Cloud of Colours Limited Calabar Jubilee enterprises (Afunugo) Lagos Ambroziny International Nig. Ltd Enugu Toyin Foods and Catering Lagos International Partners & Dev. Nig. Ltd Kano Ogunkoya Stores & catering Lagos First Ebony Invt & Allied Services Ltd Lagos Lakeshad 'R' Ent. Lagos Kay Taiwo International Ltd Lagos M.D. Adeite Ent. Lagos Na' Allah Investments Ltd Lagos & Ilorin

EAST REGION MEGA DISTRIBUTORS

Madonna Foods Owerri Springwood Investment Limited Aba Ugwu Kingsley Enugu N. Dennis & Co. Ltd Maiduguri Miracle Place Orlu Eddyco Enterprises Bauchi Nkechi Ekwufolu Anambra Glomola Nigeria Limited Ibadan God's Foundation Awka Kapital Intl Consult & Investment Limited Benin City Chinyere Nwigwe Ogbaru Kosby Konsult Lagos K.N.G. Ventures Benin Jaiyesanmi Trading Co. Ltd Akure Harry Sam Aba Alh. Ibrahim Gyaran Jos Bene Agharagwo Onitsha Cecilia Omaruaye Warri

NORTH REGION Distributors Unique Investment Abuja Gillytex Kado Lagos West Region- Frozen Febolt Abuja Divine Ventures Abuja Distributors Name Location Ogbonna Ventures Abuja Johova Abuja C. K. Aileru Obalende Jonrose NyaNya Abuja Debonaire Obalende Spark Abuja Agbalade Ent. Ikorodu Odebiyi Ogba Bonj Ltd Ibadan Shoprite Lekki Fingerlicks Ife Addide Obanikoro Festus Amede Ejigbo Ofar Agbetan Badagry 2010 ANNUAL REPORT & ACCOUNTS 32 directors’ report

LAGOS WEST REGION - AMBIENT K & G Ventures Benin Fortress Nig Ltd Enugu Bachelor Ibadan Zorika Services Uyo Satco Ventures Alagbado Nwalupuaku Onitsha Harisson Ford Ibadan Fellymoon Asaba Gods Link Trade Fair Jomark Owerri Gino Festac Familk Ventures Port Harcourt Mandykest Nig Ltd Ikorodu Moryee Services Port Harcourt Krypton Stores Abeokuta Dagil & Sons Port Harcourt Uche Omonigho Ketu Empyat Uyo Tuck Shop Cooperative Oregun Osita Arinze Awka Misa Nig Ibadan P.N. Amadi Calabar Mr. Remi Owerri NORTHERN REGION - FROZEN Joefel Benin M.G. Okorie Owerri Oasis Bakery Kaduna E. Y. Enterprises Uyo Denike Enterprises Kaduna U & F Investment Warri Geokay Nig. Ltd Mabushi Mrs. Shittu Asaba Mega-Delight Jalingo A.J. Grace Onitsha Oasis Bakery Kebbi Oasis Bakery Maiduguri Ostrich Gombe Donald & Donald Kano Oasis Bakery Kano Distributors Oasis Bakery Yola

NORTHERN REGION - AMBIENT Distributors Name Location RPG Abuja Lord Way Consult Abuja Royal Pacific Group Abuja Mutoy Adekunle Abuja Godsway Nigeria Limited Abuja Nice Need Minna Godsent Ventures Auchi Gurgushi General Ent. Maiduguri Zozamis Nig. Enterprises Eket David Salami Kaduna AIPA Ventures Gombe Nigol Trading Company Abuja Hakams Investment Ltd Jos Omosi Fantasia Bauchi Joes Nigeria Enterprises Jos I K International Jos May Donalds Ltd Jos Front Line Abuja A. Y. I. Investment Kaduna Ayi Global Ventures Kano

EASTERN REGION - FROZEN

Patie Foodz Port Harcourt Mrs. Nwachukwu (Mega) Warri Ellarmmay Enterprises Port Harcourt Happy Bite Onitsha 2010 ANNUAL EASTERN REGION - AMBIENT REPORT & ACCOUNTS Prime Mack Ventures Onitsha 33 client base and network

Distributors Name Location WEST

Agro Mercantile Port Harcourt IBADAN 1, Magazine Road, Jericho Street, Dugbe. Annimex (Nig) Ltd Calabar P.O.Box 1330 Ibadan,Tel:07042376846 Bernirose Enterprises Enugu DYB Nig Limited Agege IBADAN(PNG) 4, Fagohun Street, Oke Bola Ogunpa El-Ibrahim Enterprises Maiduguri Tel: 08037160263,07042376847 Ezeora C. Enterprises (Nig) Onisha ONDO 2, Ododibo Street, Idi Isin, PMB 569 Ondo Feeze Enterprises Aba Tel:07042376851 Funmork Enterprises Ibadan Goomeej (Nig) Ltd Okene M'CIVER Anchor Building 70 Marina Street, Elegbeta, Jacine Services Uyo Lagos,Tel:07042376850 Jehns Enterprises Lafia BENIN 27, Oba Market Road P.O.Box 378 Benin- City GCOML KEY DISTRIBUTOTRS Tel:07042376845

Azubuike Okonkwo Orlu OSHOGBO 3, Station Road, Opp. General Post Office Frankama Ent Gboko P.O.Box 31 Oshogbo, Tel 07042376852 Umar Shinkafi Sokoto DD & Sons Benini City OGBA Plot 11,Vori Close, Behind Zenith Bank Alfas Agro Makurdi Off Acme Road, Ogba, Tel: 07042376853 Umejison Stores Aba Keziem stores Aba SAPELE 6, Palm Avenue, P.O.Box 101 Sapele, 2376854 EYN Mubi, Adamawa CEMA Agency Lagos OREGUN 32, Kudirat Abiola Way, Oregun, Tel: 07042376859

AKURE Klm 4 Ondo Road ,Onward Aluminum, Building, Akure, Tel: 07042376843

Distributors Distributors Distributors Name Location Philip Ajah Stores Aba Lagadef Ventures Abuja Dealers Name Location Taron Ventures Ado Ekiti Shekinah Glory Ado Ekiti Intermotors Plot 2&4 Amuwo Odofin Industrial Famex Nig. Plc Akure Scheme, Apapa-Oshodi Exp Way, Lagos. Bukdams Ventures Akure Hakams Investment Abeokuta Elim Motors Limited 4 Saka Tinubu Street, Victoria Island, Lagos Godsent Enterprises Auchi O S M Ventures Benin Gils Lakin & Company 158/160 Egbe Road, Ejigbo, Via Isolo, Lagos Zellence Enterprises Calabar Goldchasse Motors Conveyancer House, 64 Eric Moore Road, Iganmu, Lagos. 2010 ANNUAL REPORT & ACCOUNTS 34

Sitting L-R: Mr. J C Egri-Okwaji, Mrs Iyabo Attah, Dr Ibrahim Alao Muhammed, Mrs Halima Tayo, Mr Larry Ettah (GMD/CEO, UACN) Senator Udoma Udo Udoma (Chairman UACN), Chief Samuel Bolarinde, Dr Umar Alka, Mrs Awuneba Ajumogobia

Standing L-R: Mr Joe Dada, Mr Muktar Yakasai, Mr Mike Okereke, Mrs Sade Ogunde, Dr Mansur Muhtar, Mrs Muhibat Abbas, Mr Hakeem Ogunniran, Mr Abdul Bello, Mrs Omolara Elemide, Mr Solomon Aigbavboa, Mrs MotundeDada. Mr J P Osomoji

uac group board retreat Standing L-R: Mr Godwin Samuel, Mr Abimbola Olashore, Mrs Chidiebere Austin-Nwokoma, Mr Gabriel Adeseun, Dr Suleyman Ndanusa held at the Golden Tulip Mr Opeyemi Agbaje, Mr B O Ogun, Mr Layi Oyatoki Festac Lagos on 9th November 2010 Standing L-R: Mrs Joan Ihekwaba, Mr Dave Van Rensburg, Mr Babatunde Oladele Kasali, Mr Bashir Abdulah, Dr Okechukwu Enelamah, Mr Anthony Arenyeka, Mr David Oxtoby

Relations With Employees, Internal Management Structure

Our employees are fully involved in strategy formulation and execution. This we do to achieve business plan ownership and commitment at all levels. Regular meetings at different levels are held to ensure that all employees are opportuned to interact with each other and with different levels of management for exchange of ideas and critical business information. One of such fora includes the recently introduced Annual Board Retreat which provides opportunity for a cross section of senior managers of the Company to meet and interact with the Board of Directors on various topical business imperatives. Others include Joint Consultative Committees (JCCs), Business Review Meetings; Open Forum/Community Briefings/Family Meetings and Executive Committee (EXCO) meeting in the various Business Units and the Corporate Centre. These meetings are regularly complemented by circulars on issues of current relevance for employee information and/or action.

Employee Involvement, Development and Training

Our policy recognises human resources as the most important asset of the organisation. It is, therefore, imperative to retain and motivate skilled work force through systematic training and development. Consequently, training forms a part of individual development towards achieving excellence in performance of day-to-day activities. Training programme at our Learning and Development Centre, Apapa, is complemented by choice training of other notable organisations in Nigeria and overseas and industrial visits/attachments. We also encourage self-development by our employees and provide financial support for such endeavours when successfully concluded. We pride ourselves as an organisation that encourages learning by doing, through systematic on-the-job coaching and mentoring.

Anti-Corruption and Business Integrity

Our Company does not give or receive whether directly or indirectly, bribes or other improper advantages for business or financial gain. No employee may offer, give or receive any gift or payment which is or may be construed as being, a bribe. Any demand for, or offer of, a bride must be rejected immediately and reported to management. No employee will be criticised for any loss of business resulting from adherence to these principles. The Company's accounting records and supporting documents must accurately describe and reflect the nature of the underlying transactions. No undisclosed or unrecorded account, fund or asset will be established or maintained.

A whistle blowing policy has also been put in place to encourage employees at all levels to alert and inform management of any negative development that might impinge on the value, performance and / or image of the Company before any harm is done.

Similarly a Corporate fraud policy has been established to facilitate the development of controls which will aid in the detection and prevention of fraud against the Company. It is our intention to promote consistent organizational behaviour by providing guidelines and assigning responsibility for the development of controls and conduct of investigations.

2010 ANNUAL REPORT & ACCOUNTS 40 corporate social responsibility report

uac goodness league programme UAC of Nigeria Plc's (UAC) Corporate Social Responsibility initiative – the Goodness League – continued its nationwide drive with the successful implementation and handover of the remaining projects in the South-South geo-political zone. The rehabilitation of the school blocks at the Holy Trinity College, Mbiakong, Uruan in Akwa Ibom State became one of the major pre- occupations as the projects required a realistic review of the timeline and project implementation guidelines to ensure a successful handover to the benefitting school authorities.

As one of the oldest secondary schools in Akwa Ibom State, Holy Trinity College, Mbiakong's boarding facilities had virtually ceased to exist due to the state of dilapidation and disuse. The decision to undertake the reconstruction of the two blocks offered real hope for the return of boarding facilities to the students and indeed the institution, thereby providing a more conducive and amenable environment for the attainment of educational goals.

Besides the dormitories, the school's refectory was also out of use and a return to a boarding institution could not be contemplated without a standard From left- Mr Abdul Bello, Mr Joe Dada, both UAC Directors with Mr Hakeem Ogunniran, MD of UPDC with students during the UAC Free Weekend Classes programme at Gbagada Senior Grammar School, Lagos. refectory in line with what some of the old students used to experience and even enjoy.

With the formal handover of the Goodness League project at Mbiakong, UAC's Corporate Social Responsibility intenvention in the South-South was formally rounded off and the focus shifted to other geo-political zones of the country.

In line with the needs of various schools in the South-South zone, UAC's intervention was manifested with the provision of sets of comprehensive science equipment and materials in biology, physics and chemistry to Enitonna High School, Borokiri, Port Harcourt: sets of computers, UPS and printer were given to Holy Family College, Oku Abak, Akwa Ibom State and the supply of 200 units of three-seater desks were made to Hope Waddell Training Institution, Calabar, Cross River State. The handover of the project in Mbiakong has brought the seal of completion on the various undertakings in the South South zone.

UAC also successfully carried out its Free Weekend Classes, as part of the Soft 2010 Issue considerations of the Goodness League Programme. The Free Weekend ANNUAL Certificate of Partnership from Lagos State REPORT & ACCOUNTS 41 UAC Directors, Lagos State officials and UAC volunteers at the 2010 UACN free weekend classes at Gbagada Senior Grammar School, Gbagada Lagos. UACN Managers with officials and students of Holy Trinity College, Mbiakong, Work in progress- UAC Managers and school officials inspect work inside one of the Akwa-Ibom during the handover of the renovated dormitory and Dining blocks by UACN. blocks renovated by UAC as part of its Goodness League project at Holy Trinity College, Mbiakong.

Classes, which lasted for 6 weekends, was held at Gbagada Senior Grammar School, Gbagada Estate, Lagos, where adequate provisions were made for over UAC's intervention programmes in Legacy Schools in the country have so far 300 students each Saturday to be given hitch-free lessons in the Career benefited the following schools – St Finbarr's College, Akoka and CMS Guidance and Counselling, Mathematics, English, Biology, Chemistry, Physics, Grammar School, Bariga, Lagos (South-West); Rumfa College, Kano; and Economics and Accounts. Alhudahuda College, Zaria, Government College, Kaduna and Government Secondary School, Gwale, Kano – all in the North West geopolitical zone). The Free Weekend Classes were handled by UAC's volunteers from the various Business Units of the Company. The teachers, as volunteers drawn from the various units and departments of UAC, were given time-off their various jobs in order to contribute towards preparing the students for effective participation in the Senior Secondary Schools examinations conducted by the West African School Certificate Examination(WASCE) and the National Examinations Council of Nigeria (NECO).

The Free Weekend Classes were supervised and monitored by representatives of both the Lagos State Ministry of Education and the Maryland Education District of the Lagos State Ministry of Education. 2010 ANNUAL REPORT & ACCOUNTS 43 financial report TURNOVER (Billion Naira) PROFIT BEFORE TAX (Billion Naira) 60,000.0 9,000.0 56,605 8,527 53,652 52,314 8,000.0 7,568 50,000.0 7,038 7,000.0

40,000.0 37,155 6,000.0 34,082 5,000.0 30,000.0 4,403.0 4,000.0 3,058.0 20,000.0 3,000.0

2,000.0 10,000.0 1,000.0

- - 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010

EARNINGS PER SHARE-ADJUSTED (Kobo) 300

251 250

212 199 200

160

150 140

100

50

2010 2006 2007 2008 2009 2010 ANNUAL REPORT & ACCOUNTS 45

report of the audit committee to the members of uac of nigeria plc

In compliance with section 359 sub-section 6 of the Companies and Allied Matters act (CAP C2 0), Laws of the Federation of Nigeria, 2004, we have reviewed the audited financial statements of the Company for the year ended 31th December, 2010 and report as follow:

a) The accounting and reporting policies of the Group and the Company are consistent with legal requirement and agreed ethical practices.

b) The scope and planning of the external audit are, in our opinion, adequate.

c) The internal audit and internal control systems are adequate.

d) The external auditors’ Management Controls Report was satisfactorily dealt with by the management.

MR. OLABISI FAYOMBO CHAIRMAN OF THE COMMITTEE Dated 25th day of March, 2011

MEMBERS OF THE COMMITTEE

Mr. Olabisi Fayombo - Chairman Mr. Matthew Akinlade - Member Mr Nwosu K Nnabike - ,, Dr. S.A Ndanusa, OON - ,, Mr. A .A Bello - ,, Chief S O Bolarinde - ,,

SECRETARY GODWIN A SAMUEL, Esq

2010 ANNUAL REPORT & ACCOUNTS 48 Members of the Audit Commitee: From left: Chief Sam Bolarinde, Mr Nwosu Nnabike, Mr Abdul Bello, Mr Olabisi Fayombo Mr Matthew Akinlade and Dr Suleyman Ndanusa, statement of significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation The financial statements are prepared in accordance to, and complying with, relevant Statement of Accounting Standards issued by the Nigerian Accounting Standard Board. The financial statements have been prepared in accordance with the going concern principle under the historical cost convention.

(b) Intangible assets Intangibles arising out of the acquisition of brand franchise are amortised over the period of the franchise agreement.

(c) Fixed Assets Fixed assets are stated at cost or valuation less accumulated depreciation provided thereon to date. Assets, which are not yet in use by the Company, are held in a Work in Progress (WIP) account. All such assets, once in use are capitalised to the fixed assets accounts and subjected to the applicable depreciation rate in the year they are used.

(d) Depreciation of fixed assets Depreciation is calculated to write off the cost or the revalued amounts of fixed assets over their expected useful lives on a straight line basis at the following annual rates. Investment properties are accounted for in accordance with the provisions of Nigerian Statement of Accounting Standards No. 13.

Leasehold land and building with fixed tenure of less than 33 years are depreciated over the lives of the relevant leases. Leasehold land and building with a Fixed tenure of 33 years or more 3% Heavy industrial plant 10% Furniture and office Equipment 10% Light industrial plant Heavy vehicles 20% Light vehicles Computer equipment 331/3%

(e) Stock and work-in-progress Stock and work-in-progress are stated at the lower of cost and net realisable value.

Cost is ascertained as follows: Finished goods- direct cost of materials and labour together with a proportion of works overheads.

Raw materials-invoiced cost plus all other cost of bringing items to the Company's warehouses.

(f) Taxation Taxation expense is the aggregate of the charge to the profit and loss account in respect of income tax, education tax and deferred tax. Deferred taxation is provided for, using the liability method, for all the temporary differences arising between the tax bases of assets and liabilities and their carrying values. Deferred tax is determined using tax rates enacted at the balance sheet date. The principal temporary differences arise from depreciation on property, plant and equipment, revaluation of certain non-current assets. Provisions for pensions and other post retirement benefits and tax losses carried forward. Deferred tax assets relating to the carry forward of unused tax losses are recognized to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilized.

(g) Turnover Turnover comprises the net value of goods and services invoiced and delivered to third parties after deduction of discounts and value added tax.

(h) Debtors Debtors are stated after deduction of adequate provisions for any debts considered bad or doubtful. 2010 (i) Foreign currencies ANNUAL Transactions in foreign currencies are translated into naira at the rates ruling on the dates of the transactions. Assets and liabilities in foreign currencies are converted into naira at the rates of REPORT & ACCOUNTS exchange ruling on the balance sheet date. All exchange gains and losses arising are included in the operating results. 50 (j)Accounting for retirement gratuity and pension Liabilities in respect of retirement gratuities and pensions are provided for by making unfunded provisions and by making payments to pension funds. The amounts of the payments/charges are determined on an actuarial basis, so that over the long term, funds will be adequate to meet the liabilities. The unfunded provisions represent the estimated present value of the future liability for retirement gratuities /pensions to employees other than benefits provided through pension funds.

(k)Research and development expenditure Expenditure incurred on research is charged against revenue in the year in which it is incurred. Development costs are amortised in five equal annual installments beginning from the year of completion of the related project.

(l) Investments Long term investment portfolio is stated at cost and provision is made for permanent diminution in value. Dividends are accounted for when received.

Basis of consolidation Subsidiaries are those companies in which the group, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has control over the operations. Subsidiaries are consolidated from the date on which effective control is transferred to the Group. Inter-company transactions, balances and unrealized profit or loss on transactions between group companies have been eliminated. Accounting policies of subsidiaries conform to the policies adopted by the Group for its operations.

Investments in subsidiaries are accounted for at cost in the Company's book. The carrying amounts of these investments are reviewed annually and written down for impairment where considered necessary.

The group balance sheet and profit and loss of the holding Company and it's subsidiary companies are made to the same balance sheet date.

(m) Associated company An associated company is defined as a company, not being a subsidiary, in which the group has between 20% and 50% interest. The Company's share of the results of the associated Company is included in the Company's and the Group's profit and loss account. The Company's and the Group's share of post acquisition results are added to the cost of the investment in the balance sheet. These amounts are taken from the latest audited financial statements of the Company concerned, whose year end is co-terminous with that of the Group.

(n) Borrowing costs Borrowing costs associated with loan facilities utilised in executing qualifying capital work in progress are capitalised in accordance with the provisions of International Accounting Standard No. 23. They include interest charges, establishment fees and other incidental fees directly related to the creation and arrangement of the facilities.

(o) Accounting for franchise fee revenue Franchise fee revenue from an individual franchise sale is recognised, with an appropriate provision for estimated uncollectable amounts, when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor in accordance with the provision of Financial Accounting Standard No. 45.

(p) Dividend Dividends are only recognised as liability when they have been declared at the Annual General Meeting.

(q) Finance Leases Leased assets are stated at their fair value and are capitalised on installation and depreciated in line with the Company policy on depreciation of the related class of fixed assets. The finance costs of the leases are charged to the profit and loss account in accordance with lease terms. (r) Segment Reporting A segment is a distinguishing component of the Group that is engaged either in providing related products or services (business segment), or in providing products or services within a particular economical environment (geographical segment), which is subject to risks and returns that are different from those of other segments. Segment results, assets and liabilities, and other items are those directly attributable to a segment. (s) Investment properties Investment properties are properties held by the Group for rentals and capital appreciation other than for production, supply of goods and services or for administrative purpose. Investment properties are carried at market value determined every two years by independent external valuers. Increase in their carrying amounts is credited to the revaluation reserve in shareholders' equity. Decreases that offset previous increases of the same assets are charged against the revaluation reserve while all other decreases are charged against the income statement. 2010 Revaluation surplus on disposed assets are written back to income in line with the provision of Statement of Accounting Standard (SAS) No. 13 on Accounting for Investments. ANNUAL REPORT & (t) Property Stock/Property Stock-in-Progress ACCOUNTS These are properties bought or developed solely for trading purposes, that is, properties developed for sale. They are stated at the lower of cost and net realizable value. 51 group value added statement

Group Company

2010 2009 2010 2009 N Million % N Million % N Million % N Million %

Turnover 52,313.7 56,605.0 19,326.2 20,134.6 Share of associated company profit 17.3 11.6 - - Interest received & other income 651.3 605.9 1,872.0 1,048.3 Cost of materials and services: Imported (1,161.1) (1,623.2) (22.3) (22.3) (39,213.9 (13,480.8) Local (35,367.2) (14,114.0) ------16,385.3 100.0 7,679.8 100.0 Value Added 16,454.0 100.0 7,061.9 100.0 ======

Used as follows: 4,699.4 28.6 46.4 Employees 4,665.2 28.5 3,274.0 3,290.0 42.8 1,642.7 10.0 323.0 4.7 Taxes 1,899.3 11.5 4.6 725.8 9.6 1,863.8 11.3 327.4 Interest charges 1,447.8 8.8 21.8 260.5 3.4 2,797.3 17.0 Depreciation 2,195.9 13.4 1,540.1 - 1,514.5 19.7 13.7 Non-controlling interests 2,259.9 2,158.0 13.2 - 18.0 - - To pay Dividend 1,760.8 10.7 1,664.7 10.2 1,280.6 4.5 1,664.7 21.7 8.7 2,354.4 14.4 224.3 2.9 Future investment ------1,430.1 ------316.8 ------16,454.0 100.0 16,385.3 100.0 7,061.9 100.0 7,679.8 100.0 ======

Note: Cost of materials and services:

Imported 1,161.1 3.2 22.3 1,623.2 3.8 0.2 22.3 0.2 Local 35,367.2 96.8 14,114.0 39,213.9 96.2 99.8 13,480.8 99.8 ------36,528.3 100.0 40,837.1 100.0 14,136.3 100.0 13,503.1 100.0 ======

2010 ANNUAL REPORT & ACCOUNTS 52 group profit and loss account for the year ended 31st December, 2010

Group Company

Notes 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000 56,604,958 19,326,151 20,134,638 Third party turnover 1 52,313,682 (15,712,011) (15,430,730) Cost of sales (35,863,475) (40,100,881) 3,614,140 4,703,908 Gross profit 16,450,207 16,504,077 (1,436,446) (590,411) (545,802) Selling & distribution expenses (1,177,665) (2,699,101) (2,877,101) Administration expenses (7,039,711) (6,669,395)

Operating profit 8,232,831 8,398,236 324,628 1,281,005 Other income 2 296,888 89,022 1,729,891 882,927 Share of profit of associated company 3 17,316 11,607 - - Interest income 354,441 516,920 142,121 165,422 Interest expense (1,863,753) (1,447,756) (327,416) (260,503)

Net operating profit 7,037,725 7,568,029 1,869,226 2,068,851

Profit/(loss) from disposal of fixed assets 4(i) (38,868) 508,422 (43,467) 545,946 Profit on disposal of investment shares 4(ii) 94,665 - 94,665 - Profit before taxation 6 7,093,521 8,076,451 1,920,423 2,614,797 Taxation 7(i) (1,642,719) (1,899,343) (323,031) (725,781)

Profit after taxation 5,450,802 6,177,108 1,597,392 - 1,889,016 - Non-controlling interest 24 (2,259,935) (2,157,981) - -

Profit attributable to ordinary shareholders Transferred to General Reserve 23 3,190,867 4,019,127 1,597,392 1,889,016

Earnings per share after tax & N-CI - basic 199 314 100 148 Earnings per share after tax & N-CI - adjusted 199 251 100 118

Market price per share (kobo) (daily official listing as at 31 Dec.) 3,751 3,700 3,751 3,700

2010 The Statement of significant accounting policies on pages 50 and 51 and the notes on pages 56-75 form an integral part of these financial statements. ANNUAL REPORT & ACCOUNTS 53

notes to the financial statements

3. Share of profit of associated company

Group Company 2010 2009 2010 2009 N'000 N'000 N'000 N'000 Opticom Leasing Company Limited 17,316 11,607 - -

4(i) Disposal of fixed assets Group Company

2010 2009 2010 2009 N'000 N'000 N'000 N'000 Profit/(loss) on disposal of fixed assets (38,868) 508,422 (43,467) 545,946

Total (38,868) 508,422 (43,467) 545,946

4(ii) Disposal of investment shares Group Company

2010 2009 2010 2009 N'000 N'000 N'000 N'000

Profit on disposal of shares in General 94,665 - 94,665 - Cotton Mills Limited Total 94,665 - 94,665 -

5. Unclaimed Dividend Group Company

2010 2009 2010 2009 N'000 N'000 N'000 N'000 Opening balance 1,616,250 1,283,275 1,616,250 1,192,722 Dividend declared 1,664,749 2,561,153 1,664,749 2,561,153 Payments (1,162,179) (2,228,178) (1,429,445) (2,137,625) 2010 Total ANNUAL 2,118,820 1,616,250 1,851,554 1,616,250 REPORT & ACCOUNTS 58

8. particulars of directors and staff

(I) The group has in its employment during the year the weekly average number of staff in each category below. The aggregate amount stated against each category was incurred as wages and pension costs during the year.

Group Company 2010 2009 2010 2009 Number Cost Number Cost Cost Cost =N='000 =N='000 =N='000 =N='000 Management 730 2,266,711 732 2,149,435 1,512,525 1,482,826

Staff 3,420 2,432,698 3,852 2,515,782 1,761,431 1,807,214 Total 4,150 4,699,409 4,584 4,665,217 3,273,956 3,290,040 Cost per Staff 1,132 1,018

(ii) The table below shows the number of employees (excluding directors), who earned over =N=100,000 as emoluments in the year And were within the bands stated. 2010 2009 =N= =N= Number Number 100,001 - 200,000 507 1,090 200,001 - 300,000 466 849 300,001 - 400,000 305 372 400,001 - 500,000 693 545 500,001 - 600,000 467 261 600,001 - 700,000 354 291 700,001 - 800,000 315 239 800,001 - 900,000 303 222 900,001 - 1,000,000 162 104 1,000,001 - 1,100,000 84 100 1,100,001 - 1,200,000 63 76 1,200,001 - 1,300,000 38 61 1,300,001 - 1,400,000 35 33 1,400,001 - 1,500,000 40 19 1,500,001 and Above 318 322 4,150 4,584

2010 2009 N'000 N'000 (iii) Emoluments of directors Fees 1,542 1,542 Other emoluments 85,846 54,257 87,388 55,799

2010 (Iv) The Chairman’s Emolument 6,830 6,730 ANNUAL REPORT & (v) Emolument of the Highest paid director 22,403 20,390 ACCOUNTS 61

notes to the financial statements

11. Fixed assets

MOTOR VEHICLES, (ii) Company OFFICE CAPITAL LAND AND PLANT & FURNITURE WORK-IN- BUILDINGS MACHINERY & FITTINGS PROGRESS TOTAL =N='000 =N='000 =N='000 =N='000 =N='000

Cost/Valuation Balance 1 January 2010 5,523,197 6,619,885 4,479,402 931,368 17,553,852 Additions during the year 255,004 64,346 516,756 882,274 1,718,379 Reclassifications 185,034 606,109 85,198 (876,341) - Disposals (285,918) (357,153) (271,858) (274,941) (1,189,869)

Balance 31 December 2010 5,677,317 6,933,187 4,809,498 662,361 18,082,362 Depreciation Balance 1 January 2010 1,353,559 3,225,030 2,739,799 - 7,318,388 Charged for the year 263,043 698,441 578,675 - 1,540,159 Disposals (93,119) (281,059) (153,229) - (527,407) Balance 31 December 2010 1,523,483 3,642,412 3,165,245 - 8,331,140

Net book values at: 31 December, 2010 4,153,834 3,290,775 1,644,253 662,361 9,751,223

31 December, 2009 4,169,638 3,394,855 1,739,603 931,368 10,235,464

(iii) Properties The land and buildings of the company and the properties, plant and machinery of a subsidiary were revalued as at 31 December, 1997 by Messrs Adegbemile, Akinlosotu Aganga & Co, Estate Surveyors and Valuers, on the basis of open market values between a willing buyer and a willing seller.

The surplus arising from this revaluation was credited to the capital reserve account.

(iv) All other categories of fixed assets are stated at cost. 2010 ANNUAL REPORT & ACCOUNTS 64 12. investment properties

TOTAL PROPERTIES FREEHOLD LEASEHOLD INVESTMENT UNDER BUILDINGS BUILDINGS PROPERTIES CONSTRUCTION TOTAL =N='000 =N='000 =N='000 =N='000 =N='000 (i) Cost/Valuation Balance 1 January 2010 2,622,257 21,584,229 24,206,486 14,510,774 38,717,260

Additions during the year 19,156 42,504 61,660 8,010,100 8,071,760 Disposals/write offs/adjustments - (535,450) (535,450) (2,183,220) (2,718,670) Revaluation on assets disposed 520,413 (3,323,281) (2,802,868) (30,761) (2,833,629) Reclassification 99,234 86,583 185,817 2,749,462 2,935,280

Balance 31 December 2010 3,261,060 17,854,585 21,115,645 23,056,355 44,172,000

31 December 2009 2,622,257 21,584,229 24,206,486 14,510,774 38,717,260

(ii) Investment Properties The revaluation of investment properties is done every two years. The last revaluation was as at December 31st, 2010 and was done by the following external Surveyors and Valuers. Messrs J A Oluwatundimu & Co, Adegbemile, Akinlosotu Aganga & Co., and Jide Taiwo - Lagos area. Jide Taiwo & Co - Eastern Region Messrs Garba Kibiya & Co -Northern Region

The valuation were prepared on an existing use basis. The surplus arising from the revaluation exercise was credited to the revaluation reserve account.

13. long term investments

(i) These comprise investments in wholly-owned, subsidiaries and associated company. Consolidated profit and loss account and balance sheet have been prepared for the company and its operating subsidiaries: GM Nigeria Limited, Spring Waters Nigeria Limited, CAP Plc, Grand Cereals Limited, Warm Spring Waters Nigeria Limited, UACN Property Development Company Plc, Mr. Bigg's Ghana Limited, UNICO CPFA Limited and UAC Registrars Limited. Opticom Leasing Company Limited is the only associated company.

2010 ANNUAL REPORT & ACCOUNTS 65

notes to the financial statements Nominal unit value of shares held

(iv) Other relevant details are as follows:

Number of Nominal unit value % tage Company Subsidiaries Major activities shares held of shares held holding

(a) Grand Cereals Limited 432,000,000 Ordinary Shares of=N=1 each 64.00 Processing of locally sourced grains and oil seeds into grits, flour, oil and cake and production of poultry feeds. (b) GM Nigeria Limited 72,000,000 Ordinary Shares of =N=1 each 60.00 Sale and assembly of motor vehicles (c) Spring Waters Nigeria Limited 945,395,662 Ordinary Shares of =N=1 each 94.55 Production of bottled Spring Water (d) Chemical and Allied Products Plc 140,261,080 Ordinary Shares of 50k each 50.18 Manufacturers of paints and chemicals (e) Warm Spring Waters Nigeria Limited 446,475,000 Ordinary Shares of =N=1 each 75.94 Production of bottled natural Spring Water (f) Mr. Bigg's - Ghana Limited 11,666,667 Ordinary Shares of =N=1 each 100.00 Mr. Bigg's Quick Service Restaurants (g) UNICO CPFA Limited 130,000,000 Ordinary Shares of =N=1 each 86.67 Pension funds management services (h) UAC Registrars Limited 50,000,000 Ordinary Shares of =N=1 each 100.00 Companies registrars (i) UACN Property Development Co Plc 632,500,000 Ordinary Shares of 50k each 46.00 Property Management & Real Estate Development

UPDC Plc has the following investments: UPDC Hotels Limited 1,845,852,273 Ordinary Shares

236,647,227 Convertible Peference shares Hotel and Accommodations of =N= 1 each 94.70 Management Manor Gardens Prop. Dev. Co. 53,810,000 Ordinary Shares of =N=1 each 67.50 Architects and Building Engineers 1004 Estates Limited 505,000 Ordinary Shares of =N=1 each Property Acquisition, Development and Sale UNICO CPFA Limited 10,000,000 Ordinary Shares of =N=1 each 6.70 Closed Pension Funds Administrator

Associated Company: -

(a) Opticom Leasing Company Limited 24,000,000 Ordinary Shares of =N=1 each 40.00 Equipment Leasing

2010 ANNUAL REPORT & ACCOUNTS 68 (V) Condensed results of operations for subsidiaries as at 31 December

GM CAP GC uacREG Mr Bigg’s SWAN WSWN UNICO UPDC Nigeria Ltd Plc Limited Limited Ghana Ltd Limited Limited Ltd Plc N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

Condensed profit and loss accounts Turnover 1,705,259 3,644,934 16,870,126 97,952 228,920 1,404,930 705,719 135,385 8,194,305 Gross profit 339,819 1,725,765 4,340,119 97,952 11,673 412,066 189,234 135,385 5,584,054 Operating profit/(loss) 66,930 1,136,706 2,684,378 61,806 (2,314) 162,798 8,402 49,055 2,538,148 Profit/(loss) before taxation 68,628 1,139,015 2,682,060 61,806 (2,314) 162,798 10,689 49,055 2,538,772 Taxation 58,077 256,158 780,652 32,772 - 10,102 (46,454) 6,299 495,069 Profit/(loss) after taxation 10,551 882,857 1,901,408 29,034 (2,314) 152,696 57,143 42,756 2,043,703

Condensed financial position Current assets 1,945,990 2,108,880 6,198,348 833,870 82,570 714,663 235,997 254,897 29,377,654 Current liabilities (1,043,517) (1,237,728) (2,615,051) (692,004) (45,225) (575,454) (233,464) (27,013) (19,706,800) Net assets/(liabilities) 931,856 1,147,421 5,905,910 156,780 169,973 686,444 455,043 243,008 33,927,984 Condensed cash flow Net cash generated/(used) in operation activities 123,465 473,699 1,357,539 88,283 6,391 342,022 227,394 7,380 805,758 Net cash used in investing activities (2,402) (58,008) (426,693) (5,273) (8,705) (114,497) (171,247) (2,551) (7,472,373) Net cash used in financing activities (306,228) (615,006) (2,045,214) (74,475) - 2,578 (31,278) (37,500) 9,108,056

Movement in cash and cash equivalents (185,165) (199,315) (1,114,368) 8,535 (2,314) 230,103 24,869 (32,671) 2,441,441

Subsidiary financial split Cash and bank balances 38,886 1,401,957 295,593 739,794 25,138 55,023 420,249 38,886 240,940 Bank loans - - (408,735) - - - - - (19,934,800) Bank overdrafts/commercial papers 905,178 - (1,049,883) - - - - - (3,570,629)

14. Stocks Group Company

2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000

Raw materials and work-in-progress 5,317,028 4,908,351 770,442 816,356 Property stocks and work-in-progress-UPDC Plc 366,223 3,139,926 - - Technical stocks and spares 582,210 919,381 391,225 395,982 1,277,336 Trading and other sundry stocks 2,174,558 83,180 57,435 2010 ANNUAL 8,440,019 10,244,994 1,244,847 1,269,773 REPORT & ACCOUNTS 69 notes to the financial statements

15. Debtors and pre-payments Group Company 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000

Trade debtors 5,373,620 3,796,545 1,261,557 1,408,550 Deposit for import 106,289 98,160 - - Advance against gratuity 518 11,383 - - Amount owed by associated companies - - 440,432 846,350 Other debit balances 2,820,490 1,706,306 809,379 1,325,070 Pre-payments and accrued income 1,504,708 1,492,900 928,474 869,093

9,805,625 7,105,294 3,439,842 4,449,063 16. Cash and bank balances Group Company 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000 1,690,537 Cash in hand and at banks 7,246,162 5,530,715 2,235,868

2,519,097 Bank overdrafts 1,390,708 9,223,761 56,271 - Bankers acceptances and commercial papers 5,691,252 5,950,000 1,500,000

2,519,097 7,081,960 15,173,761 1,556,271

(828,560) Net cash and bank balances 164,202 (9,643,046) 679,597

Note: - The Group bank overdraft included N1.1b in Grand Cereals Limited and N0.3b in UPDC Plc while the commercial papers of N1.5b and N3.3b were owed by Corporate Centre and UPDC Plc respectively to some local banks.

Group Company 17. Creditors & accruals 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000

Trade creditors 7,707,450 7,688,728 1,694,739 1,195,567 Other credit balances 7,935,884 7,915,083 436,498 731,512 Accruals and deferred income 3,835,038 2,543,390 630,114 676,430 2010 ANNUAL Total 19,478,372 18,147,201 2,761,351 2,603,509 REPORT & ACCOUNTS 70 18. Provisions for deferred taxation Group Company

2010 2009 2010 2009 N'000 N'000 N'000 N'000

Balance at January 2,449,603 3,042,227 35,997 (132,122)

Provisions on the revaluation reserve - UPDC Plc (226,804) (565,588) - -

(Credit)/charge during the year (350,272) (27,036) (242,799) 168,119

Balance at December 1,872,527 2,449,603 (206,802) 35,997

19. Creditors falling due within and after one year Group Company

Maturity 2010 2009 2010 2009 date =N='000 =N='000 =N='000 =N='000 Creditors falling due within one year: Terms loan/lease rental: Access Bank Plc and UBA - November, 2012 168,386 175,053 168,386 175,053 finance lease

Agric/term loans: UBA Plc August, 2015 408,735 - - - Term loan December, 2014 4,934,800 6,500,849 - - UPDC 10% 5-year Bond August, 2015 15,000,000 - - -

Term loans/lease rentals: UBA Plc October, 2010 - 256,836 - 256,836 20,511,921 6,932,738 168,386 431,889

The group average interest rate for the facilities from local banks during the year was 13.27% (2009: 18%) while that of Bond was 10%

20. Provisions for liabilities and charges Group Company

2010 2009 2010 2009 N'000 N'000 N'000 N'000 2010 ANNUAL Gratuity obligations 2,339,015 2,242,794 1,819,157 1,708,772 REPORT & ACCOUNTS 71 (i) Pension and gratuity obligations. (a) The pension scheme of the employees is handled by UNICO CPFA Limited. (b) Gratuity obligations represent provisions for liabilities in respect of retirement gratuity as stated in the accounting policies.

Group Company Movement in gratuity and unfunded retirement benefits provisions: 2010 2009 2010 2009 N'000 N'000 N'000 N'000

Opening balance as at 1st January 2,242,794 1,941,452 1,708,772 1,501,227 Provision during the year 414,513 391,045 283,607 22,186 Additional provision during the year 350,000 350,000 350,000 350,000 Payment during the year (668,292) (439,703) (523,222) (364,641)

Closing balance as at 31st December 2,339,015 2,242,794 1,819,157 1,708,772

The amount recognised in the balance sheet for the unfunded gratuity scheme are based on an actuarial valuation of the company's obligation as at 31 December 2010. In line with the group's policy of performing actuarial valuation every three years. The valuation as at 31st December 2010 is N2.8billion giving a shortfall of N1billion which is to be provided for over the next 2 years. The valuation of the accrued benefits payable as at 31 December 2010 if the plan is discontinued is N1.1 billion. Assumptions used in the actuarial valuation are: Discount rate 12% Inflation rate 10% Future salary increase 12% 21. Share capital 2010 2009 Number Value Number Value 000 =N='000 000 =N='000 Ordinary shares of 50k each Authorised: Balance at the beginning of the year 2,000,000 1,000,000 2,000,000 1,000,000 Balance at the end of the year 2,000,000 1,000,000 2,000,000 1,000,000

Issued and fully paid: Balance at the beginning of the year 1,280,576 640,288 1,280,576 640,288 Bonus issue during the year 320,144 160,072 - - Balance at the end of the year 1,600,720 800,360 1,280,576 640,288

2010 The bonus issue of 1 ordinary share for every 4 shares was approved at the last annual general meeting held on the 16th June 2010 ANNUAL REPORT & ACCOUNTS 72 22. Share premium, revaluation, capital & other reserves Group Company 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000

Share premium 4,094,608 4,254,680 4,094,608 4,254,680 Capital reserve 1,984,452 1,984,452 1,984,452 1,984,452 Revaluation surplus - UPDC Plc 15,896,527 18,503,353 - - Contingency reserve 20,870 20,870 - - Other reserve 126,797 126,797 126,797 126,797 Balance at the end of the year 22,123,254 24,890,152 6,205,857 6,365,929

Share premium Balance at the beginning of the year 4,254,680 4,254,680 4,254,680 4,254,680 Bonus issue during the year (160,072) - (160,072) -

Balance at the end of the year 4,094,608 4,254,680 4,094,608 4,254,680

23. Profit attributable to ordinary shareholders Group Company 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000 Balance at the beginning of the year 11,956,268 10,503,470 4,894,114 5,566,251 Profit for the period 3,190,867 4,019,127 1,597,392 1,889,016 Transfer to contingency reserve-UNICO - (5,176) - - Dividend declared (note 9(i)) (1,664,749) (2,561,153) (1,664,749) (2,561,153)

13,482,386 11,956,268 4,826,757 4,894,114 24. Non-controlling interest

This comprises amounts due to holders of non-controlling shares in subsidiary companies.

2010 2009 =N='000 =N='000 Share capital 928,888 773,190 Share premium 2,393,247 2,293,767 Capital & other reserve 3,364,236 2,015,918 Retained profit of previous years 235,365 236,172 2010 Retained profit for the year 2,259,936 2,157,981 ANNUAL Balance at the end of the year 9,181,670 7,477,028 REPORT & ACCOUNTS 73 notes to the financial statements

25. Commitment for capital expenditure At 31st December 2010, the amount of capital expenditure authorised by the Board and still unspent but have been contracted at the balance sheet date are summarized below:

Group Company 2010 2009 2010 2009 =N='000 =N='000 =N='000 =N='000

Capital expenditure authorised 644,800 210,654 303,840 119,244

Capital expenditure authorised & contracted 625,900 210,654 265,840 119,244

26. Contingent liabilities

There were litigations in the ordinary course of business as at the balance sheet date. It is the Directors' opinion that no material liability against the Company will arise therefrom.

27. Related parties transactions

As indicated in note 14 (long term investments), the Company has shareholding in some of its associated companies. The following transactions were carried out with related parties: (i) Sales and purchases of goods and services 2010 2009 (a) Sales of goods and services: N’000 N’000 UACN Property Development Co. Plc 103,140 129,729 Warm Spring Waters Nigeria Limited 106,555 - Chemical & Allied Products Plc - 30,276 Spring Waters Nigeria Limited 74,833 - Grand Cereals Limited - 3,567 284,528 163,572

2010 ANNUAL REPORT & ACCOUNTS 74 2010 2009 (b) Purchases of goods and services: N’000 N’000 UACN Property Development Co. Plc 126,447 58,043 GM Nigeria Limited 262,793 183,227 Warm Spring Waters Nigeria Limited - 47,928 Grand Cereals Limited - - Chemical & Allied Products Plc 30,711 13,203 419,951 302,401

The related party transactions were carried out on commecials terms and conditions (c) Balances outstanding at the year end in respect of inter-company were: Receivable GM Nigeria Limited 56,217 - Spring Waters Nigeria Limited 25,400 - UACN Property Development Co. Plc - 8,198 Chemical & Allied Products Plc 14,840 22,911 Warm Spring Waters Nigeria Limited 2,700 137,267 Mr Bigg’s Ghana Ltd. 415,926 309,929 515,083 478,305

The related party transactions were carried out on commercial terms and conditions.

(ii) Loans to directors. No loans were granted to the directors of the company during the year (2010 Nil).

29. Post balance sheet events

There has been no material post balance sheet event to date. 30. Comparative figures Reclassifications have been made in respect of certain prior year figures in order to conform with current year presentation, 31. Approval of the Financial Statement

The Financial Statements were approved by the directors on 29th of March, 2011 2010 ANNUAL REPORT & ACCOUNTS 75 Group five year financial summary

Naira millions 2006 2007 2008 2009 2010 Funds employed N N N N N Ordinary shareholders' funds 18,009 27,354 41,157 37,487 36,406 Non-controlling interest 1,313 4,861 6,728 7,477 9,182 Creditors due after one year 1,287 19,973 7,561 9,382 22,385 Provision for liabilities and charges 1,200 1,487 1,941 2,243 2,339 Total 21,809 53,675 57,387 56,589 70,312 Employment of funds Fixed assets 12,668 54,715 70,575 54,472 51,572 Long-term investments 4,579 2,123 2,074 2,204 2,253 Net current (liabilities)/assets 4,562 (3,163) (15,262) (87) 16,487 Total 21,809 53,675 57,387 56,589 70,312 Capital expenditure 2,692 14,155 8,154 13,726 12,044 Depreciation 1,889 1,847 2,042 2,196 2,797 Results Turnover 34,082 37,155 53,652 56,605 52,314 Profit before tax 3,058 4,403 8,527 7,568 7,038 Share of profit of associated companies 9 13 11 12 17

Taxation (1,423) (1,450) (2,005) (1,899) (1,643)

Profit after tax 3,204 2,803 4,241 4,019 3,191 Dividends (1,285) (2,177) (2,561) (1,665) (1,761) Profit of the year retained 1,919 627 1,680 2,354 1,430

Share prices: High (kobo) 3,170 5,682 6,160 4,196 5,848 Low (kobo) 1,591 4,750 2,801 2,246 3,616

Market capitalisation (year-end) 33,978 67,102 44,308 47,061 58,826 Dividends per share (kobo) 100 170 200 130 110 104 Dividends per share (kobo)- adjusted 88 136 160 110 200 175 265 314 199 Earnings per share (kobo) 160 140 212 251 199 Earning per share (kobo)- adjusted 1,355 3,739 3,511 Net assets per share (kobo) 2,516 2,848 1.3 2.4 Dividends cover (times) 2.0 1.0 1.8 2010 Note: ANNUAL The dividends, earning and net assets per share of 50 kobo are computed respectively on the proposed dividend, the profit after taxation REPORT & ACCOUNTS and the shareholders funds, each on the basis of the number of ordinary shares in issue as at 31st December 76 shareholders' information

Shareholdings According to the register of members, one shareholder of the company (Stanbic Nominees Ltd) held more than 5% of the issued capital of the company as at 31st December. Number of holdings Number of shares Percentage % Number of holders Percentage 1 - 500 10,296,693 0.64 35,594 18.87 501 - 1,000 16,629,106 1.04 23,236 12.32 1,001 - 5,000 245,887,877 15.36 110,781 58.72 5,001 - 50,000 196,860,528 12.30 17,378 9.21 50,001 - 100,000 49,350,714 3.08 713 0.38 100,001 - 500,000 134,700,367 8.41 647 0.34 500,001 - 1,000,000 81,130,343 5.07 110 0.06 1,000,001 - 10,000,000 286,743,405 17.91 108 0.06 10,000,001 - and over 579,121,289 36.18 17 0.01

1,600,720,322 100.00 188,584 100.00 Movement in share capital Authorised capital Issued and fully paid capital From To From To Consideration Date =N='000 =N='000 =N='000 =N='000 30/09/1976 26,000 40,000 23,760 39,600 Scrip Issue (2 for 3) 23/09/1977 40,000 80,000 39,600 79,200 Scrip Issue (1 for 1) 30/09/1978 80,000 100,000 79,200 99,000 Scrip Issue (1 for 4) 30/09/1990 100,000 148,500 99,000 148,500 Scrip Issue (1 for 2) 11/04/1990 148,500 163,350 148,500 163,350 Scrip Issue (1 for 10) 16/09/1993 163,350 204,188 163,350 204,188 Scrip Issue (1 for 4) 05/04/1994 204,188 204,188 204,188 161,308 Capital Reduction 15/02/1995 204,188 204,188 161,308 181,727 Offer for subscription 03/07/1996 204,188 300,000 181,727 227,159 Scrip Issue (1 for 4) 09/08/2000 300,000 500,000 227,159 454,318 Scrip Issue (1 for 1) 27/10/2004 500,000 1,000,000 454,318 640,288 Right Issue (1 for 4) 16/06/2010 1,000,000 1,000,000 640,288 800,360 Scrip Issue (1 for 4) Five year dividend history

Dividends declared during the last five years were as follows: Total amount Dividend % of company Date declared =N='000 per share Profit after taxation 18th May, 2006 970,984 85.00k 61 17th May, 2007 1,284,624 100.00k 94 2010 31st Dec, 2007 & 23rd May, 2008 2,176,980 170.00k 79 ANNUAL 20th May, 2009 2,561,153 200.00k 99 REPORT & 16th June, 2010 1,664,749 130.00k 88 ACCOUNTS 77 unclaimed dividends and share certificates

Since becoming a public company in 1974, the company has declared dividends and issued a number of scrip shares.

Currently, our unclaimed dividend accounts indicate that some dividend warrants have not been presented to the bank for payment while others have been returned to the registrar as unclaimed because the addresses could not be traced.

This notice is to request all affected shareholders to contact:

The Registrar UAC Registrars Limited uac house 1 - 5 Odunlami Street Lagos. Tel: 01-8730080-5 Email: [email protected]

The Dividends are set out below:

Dividends Date declared Amount unclaimed

No Month Day Year 2010 Dec.2009 N'000 N'000 33 July 9 1997 21,946 22,045 34 July 9 1998 20,558 20,658 35 May 7 1999 27,089 27,089 36 May 22 2002 16,427 16,427 37 May 21 2003 41,184 41,184 38 May 19 2004 82,237 82,237 39 May 18 2005 145,649 145,649 40 May 17 2006 168,032 170,032 41 May 23 2007 209,067 210,067 42 Dec 31 2007 31,374 41,373 43 May 31 2008 311,961 327,961 44 June 16 2009 463,528 511,528 45 June 16 2010 312,504 - 2010 ANNUAL REPORT & ACCOUNTS 78

UAC OF NIGERIA PLC Annual General Meeting to be held at 10.00 a.m. on Wednesday 15th June, 2011 at the at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT. RESOLUTIONS FOR AGAINST I/We ORDINARY BUSINESS To declare Dividend To re-elect Mrs. A Ajumogobia being a member/members of UAC OF NIGERIA PLC To re-elect Dr S A Ndanusa do hereby appoint ------To authorize the directors to fix or failing him the Chairman of the Meeting as my/our proxy Auditor’s remunerations to vote for me/us on our behalf at the General Meeting of the To elect members of the Audit Company to be held on Wednesday 15th June, 2011 and at every Committee adjournment thereof SPECIAL BUSINESS To fix remuneration of Directors and Please indicate your wish by placing 'X' in the appropriate square , Put the 'X” beside the motion before meeting and not any of the others approve benefits for retired Directors. Signature of member/proxy ……………………… Dated this ………… day of ……………………… 2011. Date: ………………………………………………...... Shareholder's signature…………………………………..

NOTES 1. A member (shareholder) who is unable to attend an Annual General Meeting is allowed by law to attend by proxy. The above form has been prepared to enable you to exercise your vote if you cannot personally attend. 2. Provision has been made on this form for the Chairman of the Meeting to act as your proxy, but if you wish you may insert in the blank space on the form (marked*) the name of any person, whether a member of the Company or not, who will attend the Meeting and vote on your behalf instead of the Chairman of the Meeting. 3. Please sign the above proxy form and post it so as to reach the address shown over leaf not later than 10.00 a.m. on Monday 13th June 2011. If executed by a corporation, the proxy form should be sealed with the Common Seal or signed. 4. The proxy must produce the Admission form sent with the Report and Accounts to obtain entrance to the Meeting. 5. The proxy form should not be completed and sent to the address if the member will be attending the meeting in person.

IF YOU ARE UNABLE TO ATTEND, PLEASE (a) Write the name of your proxy (if any) where marked.* (b) Ensure that the form is signed by you and stamped with COMMISSIONER OF STAMP DUTIES. (c) Tear the proxy form along the perforated lines and post so as to reach the address shown overleaf not later than 48 hours before the time of holding the meeting. ------ADMISSION FORM UAC OF NIGERIA PLC Annual General Meeting Admission Card Please admit

to the Annual General Meeting of UAC OF NIGERIA PLC which will be held at the at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT on Wednesday 15th June, 2011 at 11.00am

IMPORTANT NOTICE:

1. This admission card must be produced by the Shareholder or his proxy in order to obtain entrance to the Annual General Meeting. 2. Shareholders or their proxies are requested to sign the admission card in the appropriate place before attending the Meeting

GODWIN A SAMUEL, ESQ COMPANY SECRETARY/LEGAL ADVISER ------UAC OF NIGERIA PLC Annual General Meeting Admission Card Name and Address of Shareholder

Signature of person attending SHAREHOLDER………………………………. PROXY…………………………………………… PLEASE AFFIX STAMP

The Registrar UAC Registrars Limited uac house 1 - 5 Odunlami Street Lagos. Tel. 01-8730080-5 Email: [email protected]

If undelivered please return to UAC REGISTRARS LIMITED 2ND FLOOR, UAC HOUSE 1-5 ODUNLAMI STREET P.O.BOX 2183 LAGOS

To: The Registrar, UAC Registrars Limited, 1-5 odunlami Street, Marina, Lagos.

Please credit my account at Central Securities Clearing Systems Limited (CSCS) with all subsequent allotments and bonuses to me from holdings in the companies as indicated in the right-hand column.

Personal Data Surname…………………………………………………………………………………………..

Other Names…………………………………………………………………………………….

Address……………………………………………………………………………………………

…………………………………………………………………………………………………………

………………………………………………………………………………………………………..

Mobile Phone…………………………………………………………………………………

Email………………………………………………………………………………………………

Shareholder's Signature

(1)…………………………………………………………………………………………

(2)…………………………………………………………………………………………

Corporate Seal/Stamp (for Corporate Shareholders)………………………….

CSCS Details Stockbroker……………………………………………………………………………………

Clearing House number………………………………………………………………..

………………………………………………………………………………………………………..

Authorized Signature & Stamp of Stockbroker

Please attach a copy of your CSCS statement to this form as evidence that a CSCS account has been opened for you.

MANDATE FORM registrars limited a subsidiary of uac nigeria plc

1-5 Odunlami Street,P.O. Box 2183, Lagos

MANDATE FOR e-Dividend PAYMENT

It is our pleasure to inform you that you can henceforth, collect your dividend through DIRECT CREDIT into your Bank Account. Consequently, we hereby request you to provide the following information to enable us process direct payment of your dividend (when declared) into your bank account. Ii I It Date (DD/MM/YYYY)

Surname/Company’s Name

Other Names (for Individual Shareholder)

Present Postal Address

City State

Email Address

Mobile (GSM) Phone Number

Bank Name

Branch Address

Bank Account Number

Bank Sort Code

REGISTRAR’S USE NAME OF COMPANY NAME: ……………………… UAC OF NIG. PLC

SIGNATURE: ……………… DA TE: ……………………….

I/WE hereby request that from now, all dividend warrant(s) due to me/us from my/our holding(s) in the Company ticked above be credited to my/our Bank named above.

Company Seal/Incorporation Number (Corporate Shareholder) Shareholder’sShareholderAPPENDIX’s SignatureSignature or orII Thumbprint Thumbprint Shareholder’s Signature or Thumbprint

AUTHORISED SIGNATUIRE $ STAMP OF BANKERS

Please be informed that by filling and sending thisform to us for processing, you have appliedfor the e-Dividend thereby, authorizing us to credit your account (inrespect of dividends ) electronically.

PLEASE COMPLETE AND RETURN TO US