DELIVERING SUSTAINABLE GROWTH 2018 ANNUAL REPORT & ACCOUNTS Our vision To be the premier Pan-African reinsurer. Our mission Providing credible reinsurance security and services to our clients and sustainable value to our shareholders and other stakeholders. Our values Commitment Collective passion and commitment to the industry. Responsiveness High responsiveness in service, dependability and building of capability. Sustainability Realising ambitious, sustainable and relevant offerings. Trust Putting customers first by building relationships via localisation. Overview Our Business Financial Other Profile review Reports statements information Contents 04 Overview/Notice of AGM Corporate information 06 Financial highlights 07 Notice of Annual General Meeting 08 10 Our Profile Corporate profile 12 Board of Directors 14 Key management staff 15 16 Business Review Chairman’s statement 18 Group Managing Director’s overview 21 2018 Financial year business review 22 32 Reports Directors’ report 34 Corporate Governance report 38 Audit committee’s report 54 56 Financial statements Statement of Directors’ responsibilities in relation to the preparation of the financial statements 58 Independent Auditors’ report 59 Statement of significant accounting policies 64 Consolidated statement of profit or loss and other comprehensive income 78 Consolidated statement of financial position 79 Consolidated statement of changes in equity 80 Consolidated statement of cash flows 82 Notes to the consolidated financial statements 83 Consolidated statement of value added 133 Group five-year financial summary 134 Company five-year financial summary 135 136 Other information Share capital history 138 Proxy form 139 E-dividend mandate activation form 141 Shareholders' data update form 143 Continental Reinsurance Plc 03 Continental Reinsurance Annual Report and Accounts 2018 Growth in gross premium income 15% 1 OVERVIEW 06 Corporate information 07 Financial highlights 08 Notice of Annual General Meeting 04 Continental Reinsurance Plc Overview Our Business Financial Other Profile review Reports statements information COMMITMENT Collective passion and commitment to the industry. 2018 CEOs' Summit in Namibia Continental Reinsurance Plc 05 Continental Reinsurance Annual Report and Accounts 2018 Corporate information Board of Directors Chief Ajibola Ogunshola - Chairman, Non -Executive Director Dr. Olufemi Oyetunji - Group Managing Director/ CEO Mr. Lawrence M. Nazare (Zimbabwean) - Executive Director Mr. Foluso Laguda - Non-Executive Director Mrs. Ahlam Bennani (Moroccan) - Non-Executive Director Mr. Paul Oje Kokoricha - Non-Executive Director Mr. Steve Olisa Iwenjora - Non-Executive Director Mr. Ian Alvan Tofield (British) - Independent Non -Executive Director Mr. Emmanuel Brule (F rench) - Non-Executive Director Mr. Stephen Murphy (South African) - Non-Executive Director Company Secretary/Legal Adviser Ms. Patricia N. Ifewulu Registered Office Tunis Office Subsidiaries St. Nicholas House (8th Floor) Rue Lac Leman Continental Reinsurance Ltd, Kenya 6, Catholic Mission Street Imm Regency -Bloc “C” 197 Lenana Place (4th floor) Lagos, Nigeria 2 eme etage - Bur 2017 Lenana Road 1053 les Berges du Lac P.O. Box 76326 -00508 Regional Offices Tunis , Tunisia Nairobi, Kenya Lagos Office St. Nicholas House (8th Floor) Abi djan Office Continental Reinsurance Co. Ltd, 6, Catholic Mission Street 4e étage, Imm Angle de la Rue 1st Floor , Plot 67977, Fairgrounds , Lagos, Nigeria Pierre & Ma rie Curie & de la Rue P.O. Box 698 ABG, Sebele Docteur Calmette , Zone 4c Gaborone, Botswana Marcory - Abidjan, 01 B.P 1073 Abidjan, Côte d’Ivoire Continental Reinsurance SA. Cameroon Mairie, Douala 1er Bonanjo P.O. Box 4745 Douala, Cameroon Bankers Auditors Solicitors Citibank Ltd PricewaterhouseCoopers Bayo Osipitan & Co Stanbic IBTC Bank Ltd Landmark Towers 2A, Ireti Street Zenith Bank Plc 5B, Water Corporation Road Yaba, Lagos Guaranty Trust Bank Plc Victoria Island, Lagos, Nigeria Nigeria Ecobank, Doual a NIC Bank, Nairobi Registrars United Bank for Africa Plc, Douala Pace Registrars Limited, BGFI Bank, Douala 24, Campbell Street United Bank for Africa Plc, Abidjan Lagos, Nigeria Societe Ivorienne De Banque, Abidjan Attijari Bank, Tunis BIAT, Tunis 06 Continental Reinsurance Plc Overview Our Business Financial Other Profile review Reports statements information Financial highlights for the year ended 31st December, 2018 =N= millions, unless otherwise stated 2017 2018 change in % Non -Life Premium earned 19,875 19,932 0.29 % Life Premium earned 3,256 3,189 2.03 % Investment Investment income (Net of Provision) 2,568 3,462 35 % Return on investment in % 12 % 11% Total Premium earned 23,131 23,122 -0.04 % Combined ratio in % (Net of Retro) 94% 95% 0.51% Net income 2,470 3,322 34 % Earnings per share in kobo 32 34 Shareholders’ equity 20,777 28,948 39 % 1 Return on equity in % 12 % 11 % Number of employees 2 87 86 -1% 1Return on equity is calculated by dividing annualized net income attributable to common shareholders by average common shareholder`s equity. 2Permanent staff Financial strength ratings as at 31st December,2018 A.M Best Ratings B+ Outlook Good Share Performance Market Capitalization as at 18th April, 2019 Share price in =N= 1.91 Number of Shares (Billion) 10.37 Market capitalization in =N= Bn 19,811 C Re Vs NSE ASI 2.5 2 1.5 1 0.5 0 -11 p-12 e /2018 04-Jan 24-S 22/01/2013 04/03/2013 31/01/2014 04/03/2014 26/06/2014 08/11/2014 15/10/2014 29/12/2014 03/03/2015 05/07/2015 07/09/2015 09/10/2015 16/11/2015 22/01/2016 24/03/2016 31/05/2016 08/05/2016 13/10/2016 16/12/2016 03/02/2017 05/11/2017 19/07/2017 26/09/2017 28/11/2017 02/06/2018 17/04/2018 03/07/2018 05/09 13/11/2018 25/01/2019 C Re NSE Continental Reinsurance Plc 07 Continental Reinsurance Annual Report and Accounts 2018 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Thirty Second Annual General Meeting of the members of CONTINENTAL REINSURANCE PLC will be held at Victoria Crown Plaza (VCP) hotel, 292b, Ajose Adeogun Street, Victoria Island, Lagos on Wednesday, October 30, 2019 at 11.00 a.m. to transact the following businesses: ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the year ended December 31st, 2018 together with the reports of the Directors, Auditors and Audit Committee thereon. 2. To re-elect directors retiring by rotation. (i) Pursuant to Section 256 of the Companies and Allied Matters Act, Cap C20 LFN 2004, Notice is hereby given that Mr. Ian Tofield, whose re-election as director will be presented for approval of the Annual General Meeting is 80 years old. 3. To authorize the directors to fix the remuneration of the Auditors. 4. To elect members of the Audit Committee. SPECIAL BUSINESS 5. To approve the remuneration of the directors for the year ending December 31st, 2019 Dated this 16th of September 2019 BY ORDER OF THE BOARD Patricia N. Ifewulu (Ms.) FRC/2014/NBA/00000007697 Company Secretary/Legal Adviser Continental Reinsurance Plc Registered Office: St. Nicholas House (8th Floor) 6, Catholic Mission Street, Lagos. 08 Continental Reinsurance Plc Overview Our Business Financial Other Profile review Reports statements information Notes: 1. Proxy 5. Nominations to the Audit Committee A member of the Company entitled to attend and vote at the Annual The Company's Audit Committee is comprised of three (3) directors General Meeting is entitled to appoint a proxy to attend and vote and three (3) shareholders' representatives. In accordance with instead of him/her. A proxy need not be a member of the Company. A Section 359 (5) of the Companies and Allied Matters Act, Cap C20, Proxy Form is in the Annual Report. To be valid for the purpose of the LFN 2004, any shareholder may nominate another shareholder for meeting, all instruments of proxy must be duly stamped at the Stamp election to the Audit Committee by giving notice of such nomination, Duties' Office and deposited at the registered office of the Registrars, in writing, to the Company Secretary at least 21 days before the Pace Registrars Ltd, Campbell Street, Lagos not less than 48 hours Annual General meeting. before the time fixed for the meeting. In line with Section 30.2 of the Securities and Exchange Commission's 2. Closure of Register of Members Code of Corporate Governance for Public Companies which The register of members and transfer books of the Company will be requires that members of the Committee should have basic financial closed from Monday October 21,2019 to Friday, October 25, 2019 literacy and should be able to read financial statements, nominations (both days inclusive) to the Committee must be accompanied by a copy of the nominee's curriculum vitae. 3. Payment of Dividend The Board will not recommend any dividend for the year ended 6. Right of Shareholders to ask questions December 31, 2018. Shareholders of the Company have a right to ask questions not only at the Annual General Meeting but also in writing prior to the meeting, 4. E-Dividend Mandate and such questions must be submitted to the Company Secretary at Shareholders who have not completed the e-dividend Mandate Form St. Nicholas House (8th Floor) 6, Catholic Mission Street, Lagos at are advised to do so. An e-dividend Mandate Form is in the Annual least 48 hours before the meeting. Report and can also be downloaded from the Company's website at www.continental-re.com 7. 2018 Annual Report and Accounts An electronic version of the 2018 Annual Report and Accounts have been uploaded to the Company's website. Continental Reinsurance Plc 09 Continental Reinsurance Annual Report and Accounts 2018 Growth in Net profit 35% 2 OUR PROFILE Our Profile 12 Corporate profile 14 Board of Directors 15 Key Management staff 10 Continental Reinsurance Plc Overview Our Business Financial Other Profile review Reports statements information RESPONSIVENESS High responsiveness in service dependability and building of capability.