1 Strategic Report Governance Financial Statements Other Information Our business at a glance Who we are and what we do PZ Cussons is part of the group of companies controlled by PZ Cussons Plc, a FTSE listed dynamic consumer products group. Together, we have created some of the our markets best-loved and most trusted brands in the personal and Homecare Categories. Our brand Portfolio includes trusted brands like Premier, Morning Fresh, Cussons Baby, Imperial Leather, Carex, Canoe, Zip, Venus, Joy, Robb and Stella. Our core brands Our categories Our focus will be on the following core brands We operate the following categories: in Nigeria: Personal Care Home Care Associated brand: Food & Nutrition Electricals See page 10 Where we operate Good4Business We operate across Nigeria and export some Sustainability principles are integrated across of our brands to Ghana, Benin, Niger Republic, all aspects of our business: Sudan, Chad and the Congo Business governance and ethics Environment Sourcing Community and Charity through the PZ Cussons Nigeria Foundation which receives an annual donation from the Group but directs its charitable activities at arm’s length. See page 18 PZ Cussons Nigeria Plc Annual Report & Accounts Ending May 2020 20247 PZ_Cussons_Nigeria_AR2020_Text_FC.indd 1 04/01/2021 16:43 2 Board of directors and other Corporate information Directors - Company Secretary/ Mr. Gbenga Oyebode, MFR Legal Adviser Chairman, Non-Executive Director Mrs. Jacqueline Ezeokwelume (Appointed 11 December 2020) Registered Office Chief Kolawole Jamodu, CFR 45/47 Town Planning Way Chairman, Non-Executive Director Ilupeju Industrial Estate (Retired 11 December 2020) P.M.B. 21132 Ikeja Mr. Panagiotis Katsis (Greek) Managing Director/ www.pzcussons.com.ng Chief Executive Officer (Appointed 01 July 2020) Registration Number Mr. C. Giannopoulos (Greek) RC 693 Managing Director/ Chief Executive Officer Registrars (Retired 30 June 2020) First Registrars & Investors Services Limited Mr. L. Batagarawa Plot 2, Abebe Village Road Non-Executive Director Iganmu Complex (Retired 11 December 2020) P.M.B. 12692 Lagos Mr. P. Usoro, SAN Non-Executive Director Independent Auditors Deloitte & Touché Mrs. E. Ebi Civic Towers, Ozumba Mbadiwe Independent Non-Executive Director Victoria Island Lagos Mallam D. Muhammad Independent Non-Executive Director Ms. Joyce F. Coker Executive Director Mr. G. Sotiropoulos (Greek) Executive Director Mr. Zuber Momoniat (South African) Executive Director/Chief Financial Officer (Appointed 01 April 2020) Mr. Pedro Barreto (Portuguese) Executive Director (Retired 31 March 2020) Mr. Alex Goma Executive Director (Retired 30 September 2019) 20247 PZ_Cussons_Nigeria_AR2020_Text_FC.indd 2 04/01/2021 16:43 3 trategic Report oernance inancial tateents ter noration Financial highlights Reported results Revenue Operating (Loss)/Profit N66,992m (N7,068m) (2019: N74,336m) (2019: N2,273m) % change: -10% % change: -411% Basic and diluted earnings per share (1.74) Kobo (2019: 0.25 Kobo per share) % change: -797% Statutory results Operating (Loss)/Profit (Loss)/Profit before taxation (N7,068m) (N7,984m) (2019: N2,273m) (2019: N1,942m) % change: -411% % change: -511% Final dividend per share* Net assets** 10 Kobo N34,560m (2019: N15 Kobo per share) (2019: N45,752m) % change: -33.3% % change: -24% * Final Dividend of 10 Kobo per share for 2020 is subject to approval by the shareholders at the AGM ** Net assets is total assets less total liabilities PZ Cussons Nigeria Plc Annual Report & Accounts Ending May 2020 20247 PZ_Cussons_Nigeria_AR2020_Text_FC.indd 3 04/01/2021 16:43 4 Notice of meeting Notice is hereby given that the NOTES E-dividend/Bonus 72nd Annual General Meeting of Pursuant to the directive of the Securities and Exchange PZ Cussons Nigeria Plc will be held Attendance by Proxy Commission, members are hereby advised to open bank 1. In view of the COVID-19 pandemic, attendance at the accounts, stock broking accounts and CSCS accounts for at the Command Centre, 45/47 Town Annual General Meeting (“AGM”) shall only be by proxy. the purpose of the payment of e-dividend/bonus. Relevant Planning Way, Ilupeju, Lagos Nigeria on A shareholder of the Company entitled to attend and forms are attached to this Annual Report for completion to vote at the AGM is advised to select from the under- furnish the particulars of these accounts to the Registrar. Friday 29 January 2021 at 11.00 am for listed proposed proxies, to attend and vote in his stead: the following purposes: Rights of Shareholders to Ask Questions a. Mr. Gbenga Oyebode, MFR Pursuant to Rule 19.12(c) of The Nigerian Stock Exchange b. Mr. Panagiotis Katsis Rulebook 2015, shareholders have the right to ask questions c. Mr. Paul Usoro, SAN not only at the Meeting, but also in writing prior to the Ordinary Business d. Mrs. Elizabeth Ebi Meeting and such questions shall be submitted to the 1. To lay before members the Report of e. Chief Isaac Obarinde Company Secretary not later than two weeks before the f. Honourable Bright Nwabughogu date of the Meeting. the Directors, Financial Statements g. Mr. Eric Akinduro h. Mr. Patrick Ajudua COVID-19 and Challenges of Convening a for the year ended 31 May 2020, the i. Sir Sunday Nwosu Physical Meeting Report of the Auditors and the Audit 1. As a result of the COVID-19 Regulations issued by 2. The Proxy Form is attached to this AGM notice for the President of the Federal Republic of Nigeria and Committee thereon. your use. All instruments of proxy must be deposited the directives of the Lagos State Government banning 2. To declare a dividend. at the registered office of the Company at 45/47, Town gatherings of more than 50 persons whether held in public Planning Way, Ilupeju, Lagos, Nigeria, or submitted via or privately, as well as the social distancing rules prescribed 3. To elect/re-elect Directors. email to [email protected], or deposited by the Nigeria Centre for Disease Control, the directors are 4. To authorise the Directors to fix the at the office of the Registrars, First Registrars & conscious of and very concerned about the wellbeing and Investors Services Limited, No. 2 Abebe Village Road, lives of all the shareholders of the Company. remuneration of the Auditors. Iganmu, Lagos, Nigeria not later than 48 hours before the time fixed for the meeting. 2. This is evidenced in the decision to hold this AGM in 5. To elect members of the Audit a manner that does not compromise the safety of lives Committee. 3. It is a requirement of the law under the Stamp of the Company’s stakeholders or contravene the rules Duties Act, CAP S8, Laws of the Federation of Nigeria and regulations issued by the Federal and Lagos State Special Business 2004 that any instrument that is intended to be used Governments for the promotion of public health and by or on behalf of any person entitled to vote at any safety of all. 6. To approve the remuneration of the meeting of shareholders must be duly stamped by the Directors. Commissioner of Stamp Duties. 3. The meeting will be presided over by the Chairman of the Board of Directors (the “Board”) and the members 7. To consider and pass the following Note that the payment of stamp duties for all of the Board who are resident in Lagos have committed resolution as an ordinary resolution instruments of proxy shall be at the Company’s to attend. Given the continued restrictions on public expense. gatherings, the Board has resolved to deploy technology to of the Company: 4. In the case of Joint Shareholders, the signature of enable shareholders of the Company attend and observe any one of them will suffice, but the names of all Joint remotely the proceedings at the meeting. Accordingly, Shareholders must be stated. each shareholder will be able to either phone-in via a toll- “That the general mandate given to free line or observe the proceedings through an internet the Company to enter into recurrent 5. If the Shareholder is a Corporation, the Proxy form webcast known as Microsoft Teams. The Board of Directors must be under the Common Seal or under the hand hereby advise Shareholders to explore these virtual transactions with related parties for of the same officer or attorney duly authorized by the (electronic) means of attending the meeting that have the Company’s day-to-day operations, Corporation to act on its behalf. been put in place by the Company in strict compliance with extant COVID-19 regulations. including the procurement of goods Closure of Register i) Qualification 4. To avoid compromise in the integrity of the system to be and services, on normal commercial Members whose names appear in the Register of deployed, the Board of Directors have directed that robust terms, in compliance with the NSE Rules Members at the close of business on 19th October 2020 details of these arrangements (dial in details and specific shall be qualified to receive dividends. phone numbers) be provided to Shareholders individually. Governing Transactions with Related The Company’s Registrars will ensure that the details are ii) Closure of Register sent to the telephone numbers and email addresses of Parties or Interested Persons, be and is The Register of Members and Transfer Books of the individual Shareholders which are recorded in the Register Company will be closed from Monday, 11th January hereby renewed.” of Members. 2021 to Friday, 15th January 2021 (both dates inclusive) for the purpose of preparing an up-to-date Register of 5. The Board of Directors therefore encourage Dated this 11th day of December 2020 Members. Shareholders to complete the Proxy Forms attached to the Notice of the AGM to ensure that their votes count. iii) Payment of Dividend By Order of the Board The Board further enjoins Shareholders to embrace If the dividend of ten (10) Kobo per share recommended virtual participation in the AGM.