Before we began manufacturing, Nigeria was one of the world’s biggest importers of cement. In 2012, our newly opened factories enabled Nigeria to become self-sufficient. In 2016, we transformed Nigeria into a net exporter of cement. Vision and Strength Our inspiration for the 2016 Dangote Cement Annual Report comes from the eagle - a large and graceful bird that soars across the skies of Africa with powerful wings and keen eyesight. Indeed, the eagle is the symbol of Dangote Cement, representing the qualities of vision, strength, tenacity and fearlessness - characteristics we believe are exhibited by our company. In the pages that follow, you will read about how we have performed so robustly in the face of the worst economic climate many of our markets have experienced in decades. Our strong performance in 2016 can be attributed to the vision we have long established for the company and the foresight of strategic decisions that were taken in the recent past. We have shown our resilience in the face of many different challenges across Africa and consolidated our position as the continent’s leading cement producer. CONTENTS Introduction Vision, Mission, Values 4 At a Glance 5 Year in Figures 7 Chairman’s Statement 8 About Us Group Overview 14 Our Executive Management 16 Our Operating Environment 20 Our Capacity 22 Our Strategy 26 How We Create Value 28 Our People 30 Staff Development 32 Our Approach to Risk Management 34 Our Approach to Sustainability 41 Operational Review Interview with the Group Chief Executive Officer 53 Review of the Business in 2016 56 Group Chief Financial Officer’s Review 65 Our Plans for the Future 68 Corporate Governance Corporate Governance Report 72 Board & Committees Structure 85 Board Biographies 86 Report of the Directors 92 Audit, Compliance & Risk Management Committee Report 98 Finance & General Purpose Committee Report 111 Technical & Operations Committee Report 115 Nomination Committee Report 118 Remuneration Report 120 Compliance with SEC Disclosure Requirements 129 Financial Statements Report of the Statutory Audit Committee 136 Independent Joint Auditors’ Report to the Shareholders of Dangote Cement Plc 137 Directors’ Responsibilities for the Preparation & Approval of the Financial Statements 143 Consolidated & Separate Statement of Profit or Loss 144 Consolidated & Separate Statement of Comprehensive Income 145 Consolidated & Separate Statement of Financial Position 146 Consolidated Statement of Changes in Equity 147 Separate Statement of Changes in Equity 148 Consolidated & Separate Statement of Cash Flows 149 Notes to the Consolidated & Separate Financial Statements 150 Five Year Financial Summary (Group) 213 Five Year Financial Summary (Company) 214 Statement of Value Added 215 VISION, MISSION, VALUES Our Vision Our vision is to be Africa’s leading cement company, respected for the quality of our products, for our service and for the way we conduct our business. Our Mission Our mission is to deliver strong returns to shareholders by selling high-quality products at affordable prices, backed by excellent customer service. To help Nigeria and other African countries towards self-reliance and self- sufficiency in the production of the world’s most basic commodity, by establishing efficient production facilities in strategic locations close to key markets. To provide economic benefits to local communities by way of direct and indirect employment in all countries in which we operate. To lead the way in areas such as governance and sustainability, setting a good example for other companies to follow. Our Values Service: As a world-class organisation, we understand that we exist to serve and satisfy our customers. Accordingly, our customer orientation reflects intimacy, integrity and learning. Leadership: We thrive on being leaders in our business, markets and communities. To drive this, we focus on continuous improvement, partnership and professionalism. Entrepreneurship: We continuously seek and develop new business, employing state-of-the-art methods to retain our market leadership. Excellence: We are a large organisation, working together to deliver the best products and services to our valuable customers and stakeholders. To achieve this, we demonstrate teamwork, respect and meritocracy. 4 Annual Report 2016 Introduction AT A GLANCE Operations as at 27th February, 2017 10 Countries 45.8 Mta Capacity 16,272 Employees Capacity as at 27th February, 2017 Ghana 1.0 Congo 1.5 Congo Ibese 12.0 Gboko 4.0 Gboko Zambia 1.5 Senegal 1.5 Ethiopia 2.5 Tanzania 3.0 Tanzania Obajana 13.3 Cameroon 1.5 Cameroon South Africa 3.3 South Africa Sierra Leone 0.7 Leone Sierra Volume Growth 25 20 15 10 Million tonnes Million tonnes 5 0 2010 2011 2012 2013 2014 2015 2016 Nigeria Cameroon Ethiopia Ghana Senegal South Africa Tanzania Zambia Financial Growth 700 600 500 400 illion ₦ B 300 200 100 0 2010 2011 2012 2013 2014 2015 2016 Revenue ₦B EBITDA ₦B Annual Report 2016 5 6 Annual Report 2016 Introduction YEAR IN FIGURES Capacity Sales volumes Revenues EBITDA 43.6Mta 23.6mt ₦615.1B ₦257.2B n/c +25.0% +25.1% -2.0% 26.4 14.3 14.8** 195.0 8.6 29.3 420.1* 230.8* Nigeria Pan-Africa Earnings ₦11.34 Dividend ₦8.5 per share per share ₦10.86 4.5% ₦8.0 6.25% ₦251.9B -45.9 % Net debt ₦240.8B 204.2B 17.9% Capex ₦136.2B ₦ KEY RATIOS EBITDA margin Net debt/EBITDA Net gearing ROCE 41.8% (53.4%) 0.94x (0.7x) 30.2% (31.7%) 18.0% (20.9%) *After inter-company eliminations ** Excludes inter-company sales of 0.2mt & exports of 0.2mt Annual Report 2016 7 CHAIRMAN’S STATEMENT Dear Shareholders It is my pleasure to deliver this Annual Report at the 8th Annual General Meeting of Dangote Cement. Our 2016 Annual Report contains detailed information about the activities of the Company in what was a challenging year for business across Africa. Yet I am pleased to report that we achieved growth in market share across Africa, opened a new plant in Tanzania, increased our revenues by 25.1% and began preparations to commission new production and import facilities in Congo and Sierra Leone, that will increase our capacity to just under 46 million tonnes per annum (Mta). I am particularly pleased to tell you that in Nigeria, exports of cement exceeded imports for the first time and that we at Dangote Cement have transformed Nigeria from one of the world’s biggest importers of cement, into a net exporter. Our success in 2016 has enabled the Board to recommend for your approval a dividend of ₦8.5 per Aliko Dangote GCON 50 kobo share, which is 6.25% higher than last year and Chairman a dividend payout equal to 74.9% of net profits. You may recall that in last year’s Annual Report I highlighted not just our achievements in growth, We have but more importantly I conveyed to you my belief we had ended the year as a better company. We transformed introduced many improvements to our governance; we successfully diversified our business beyond Nigeria into a Nigeria and our new plants were already contributing cash flows to the group. In addition, we were mid-way net exporter of through the conversion of our Nigerian plants to coal so we could diversify and secure the fuel supplies to cement. our largest and most profitable plants. All of these initiatives were the result of plans we had made in the years before, years in which we enjoyed healthy profits and a stronger and more stable Naira backed by robust economic growth in our main market of Nigeria. But rather than sit back and take our success for granted, we preferred to focus upon investing our funds and our energies into becoming a more resilient and better-managed company. 8 Annual Report 2016 Introduction CHAIRMAN’S STATEMENT A year later, as you read our 2016 Annual Report, I own fuel supply chain without dependence on gas hope you will come to understand how prescient those pipeline security or importers of coal and LPFO. decisions and those actions were. Looking back at the 2016 financial year, I am pleased Nigeria has fallen into recession for the first time to report that our cement sales volumes increased by many people can remember. Inflation stood at 18.6% 25.0% to nearly 23.6Mt. Of this, almost 14.8Mt was sold in December; the Naira was allowed to float against in the Nigerian market. the Dollar and quickly fell from just under $1/₦200 in June to $1/₦320 in late August. At the end of the year Revenues increased by 25.1% to ₦615.1B, of which 68.3% it stood at $1/₦304. Not only was our currency worth was generated in Nigeria (excluding eliminations)and less in the money markets but the shortage of foreign 31.7% from Pan-African operations. Our earnings before currency in Nigeria made it difficult to convert our interest, depreciation and amortisation (EBITDA) Naira into the Dollars we needed to pay for imports decreased only slightly, to ₦257.2B, with Pan-African and capital expenditure. operations contributing ₦26.5B, excluding central costs. Earnings per share increased by 4.5% to ₦11.34. Even more disruptive for our business, and Nigeria as a whole, was the resurgence in attacks on oil and gas We invested ₦136.2B across Africa, including ₦62.9B in pipelines in the south of Nigeria that have left homes Nigeria, and created nearly 2,000 jobs. and factories such as Ibese and Obajana short of fuel, crippled exports and slashed government revenues. As I have already stated, the Board proposes a dividend of ₦8.5 per 50 kobo share, subject to your Nevertheless, the results of those strategic decisions, approval, to be paid on 26th May 2017 to shareholders taken years ago, enabled us to strengthen our business whose names are on the Company’s Register at the and consolidate our position in a year when many close of business on 12th May 2017.