table of contents GeneRal 4 Financial highlights 5 Corporate directory 8 Notice of annual general meeting 11 Chairman’s statement 16 The board of directors RepoRts and financial statements 22 Directors, professional advisers and registered office 23 Report of the directors 31 Statement of directors’ responsibilities 32 Report of the audit committee 33 Independent auditor’s report 34 Financial statements 75 Other information 81 Proxy form Financial highlights for the year ended 31 December 2014 2014 2013 % Increase/ =N=’000 =N=’000 (Decrease) Revenue 126,436,219 120,256,164 5.14 Profit before income tax 16,499,920 19,312,554 -14.56 Profit for the year 10,731,278 13,069,521 -17.89 Share Capital 488,168 488,168 0.00 Total equity 9,559,249 8,643,282 10.60 Per Share Data Number of 50k Ordinary Shares 976,335,936 976,335,936 0.00 Basic earnings 10.99 13.39 -17.92 1st interim dividend paid 3.91 5.20 -24.81 2nd interim dividend paid 0.00 2.57 -100.00 Final dividend proposed 4.33 5.68 -23.77 Number of employees 844 829 1.81 4 FrieslandCampina WAMCO Nigeria PLC 2014 Annual Report corporate directory Head office aba regional office FrieslandCampina WAMCO Nigeria PLC c/o CFAO (Nig.) PLC Plot 7b Acme Road 4 Factory Road Ikeja Industrial Estate Aba Ogba -Ikeja Abia State Lagos State Tel: + 234 (01) 271 5100 asaba regional office [email protected] www.frieslandcampina.com.ng Km 5 Benin / Asaba Expressway Behinde Oblinks Filling Station lagos/ogun sales office Asaba Delta State Plot 3b Acme Road Ikeja Industrial Estate abuja regional office Ogba – Ikeja Lagos State Plot 1077, Durumi by Area 3 Junction Garki ibadan regional office Abuja c/o CFAO (Nig.) PLC Kano regional office 59 Onireke Street, Dugbe Alawo c/o CFAO (Nig.) PLC Dugbe – Alawo 12 Muritala Mohammed Way Ibadan Kano Oyo State Kano state Gombe regional office Commercial Area Plot BA/4358 Gombe, Gombe State 5 since 1954, frieslandcampina WAMCO, the number one nutrition company in nigeria, has always been dedicated to the wellbeing of nigerians. for over 60 years, we have been providing nigerians with high quality dairy based products to help them perform at their best in every stage of life. it is the drive and dedication that we have shown along the journey that makes us the market leader and no.1 in the introduction of innovative dairy products in nigeria including the evaporated milk in sachet, the first of its kind in africa. notice of annual general meeting NOTICE IS HEREBY GIVEN that the Forty-second Annual General Meeting of FrieslandCampina WAMCO Nigeria PLC will be held at the Shell Hall, MUSON Centre, 8/9 Marina, Onikan,Lagos on Tuesday, 19 May, 2015 at 11.00 a.m. to transact the following business: - oRdinaRY BUSINESS (1) To receive the Report of the Directors and the Audited Financial Statements for the year ended December 31, 2014 together with the reports of the Auditors and Audit Committee thereon. (2) To declare a final dividend. (3) To re-elect Directors. (4) To authorize the Directors to fix the remuneration of the Auditors. (5) To elect members of the Audit Committee. Bolade Obat-Olowu (Mrs.) Company Secretary 8 FrieslandCampina WAMCO Nigeria PLC 2014 Annual Report special BUSINESS 4. Audit committee In accordance with Section 359(5) of the Companies (6) To approve the remuneration of the Directors. and Allied Matters Act, Cap C.20, Laws of the Federation of Nigeria 2004, any shareholder may nominate another shareholder for appointment to the Audit Committee by giving notice of such BY ORDER OF THE BOARD nomination, in writing, to the Company Secretary, at least 21 days before the Annual General Meeting. 5. Unclaimed dividend Warrants and share Bolade Obat-Olowu (Mrs.) certificates Company Secretary Shareholders are informed that a number of Lagos, Nigeria share certificates and dividend warrants have been returned to the Registrars as “unclaimed”. A list of unclaimed dividend will be circulated Dated this 16th day of March, 2015 with the Annual Report and Financial Statements. Any member affected by this notice is advised to write to or call at the office of the Company’s NOTES Registrars, First Registrars Nigeria Limited, Plot 2, Abebe Village Road, Iganmu, Lagos during normal 1. Proxy working hours. A member of the Company, who is entitled to attend and vote at the meeting is entitled to 6. E-dividend appoint a proxy to attend and vote in his/ her stead. Notice is hereby given to all shareholders to A proxy need not be a member of the Company. open bank accounts for the purpose of dividend. Detachable application forms for e-dividend and A proxy form is enclosed in the Annual Report. e-share notifier are attached to the Annual Report To be valid, the instrument of proxy must be duly to enable all shareholders to furnish the particulars stamped by the Commissioner of Stamp Duties of their accounts to the Registrars as soon as and deposited at the office of the Registrars, First possible. Registrars Nigeria Limited, Plot 2, Abebe Village Road, Iganmu, Lagos not later than 48 hours before the time of the meeting. 2. Dividend Warrants If the dividend recommended by the Directors is approved, dividend warrants will become payable on Tuesday, 19 May 2015 to members whose names appear in the Company’s Register of Members at the close of business on Friday, 8 May 2015. 3. Closure of Register The Register of Members and Transfer Books of the Company will be closed from Monday, 11 May 2015 to Wednesday, 13 May 2015, both dates inclusive, to enable the Registrars to prepare for the payment of dividend. 9 mr. Jacobs moyo ajekigbe, ofR chairman 10 FrieslandCampina WAMCO Nigeria PLC 2014 Annual Report chairman’s statement “ The Company’s pedigree in maintaining excellent Safety, Hygiene and Quality standards was re-affirmed in the course of the year as the Company won the Manufacturers Association of Nigeria (Ikeja Branch) Gold award for the 2014 Best Kept Industrial Premises in the Food, Beverage & Tobacco sector. ” Distinguished shareholders, my colleagues on the The second half of the year was characterized by a drop Board, invited guests, ladies and gentlemen. It is with in oil revenue and devaluation of the Naira due to the great pleasure that I welcome you all to the 42nd fall in global oil prices. The drop in oil revenue has had a Annual General Meeting of our Company. I am also significant impact on the economy, pushing up inflation delighted to present the Annual Report and Financial rate from 8 per cent in December 2014 to 8.2 per cent Statements for the year ended 31 December 2014. in January 2015. This has meant additional pressures on production and operating costs across sectors with the macroeconomic environment high cost of imports being a major factor. The increased Global growth in 2014, according to the World Bank was security challenges in the northern parts of the country slower than initially anticipated. The global economy also impacted on economic growth in 2014, and the grew by 2.6 per cent in 2014, up on the 2013 growth rate economy is now expected to grow by 4.8 per cent in by 0.1 per cent. Growth was however uneven in major 2015, rather than the 6.4 per cent previously forecast. economies. The United States and the United Kingdom recorded a decline in unemployment, indicating that the Global dairy market economic activities had picked up, but the Euro zone In the early months of 2014 dairy prices remained high, and Japan recorded a sputtering growth. In the but later plummeted towards the end of the year due meantime, China was experiencing a slowdown . to increased production, lower external demand, the Russian ban on imports of dairy products from major In 2014, Nigeria achieved a growth of 5.9 per cent in producing countries, and a stronger Dollar. This sharp GDP, which was driven primarily by the non-oil sector. drop was particularly evident in the price of Whole Milk In the first half of 2014, the country rebased its GDP, Powder (WMP). A key contributing factor that affected resulting in 79 per cent increase in the estimated the WMP market had been the sudden drop in the pace size of the economy. The rebasing saw Nigeria’s GDP of Chinese imports of WMP in the latter half of 2014. for 2013 reassessed as USD509.9billion, up from the USD285.5billion under the old measure, propelling the Barring any adverse weather, it is expected that country to the top of the continent’s charts and moving international dairy prices would remain low until the past South Africa, whose GDP is about USD350billion. supply-demand imbalance is corrected. However, the advantages accruable from low prices are likely to be more than offset by the recent devaluation of the Naira. 11 chairman’s statement cont’d the nigerian dairy market operations The dairy market grew in 2014 by more than 12 per cent The Company continued with its culture of continuous in value and 8 per cent in volume over the previous improvement in building capability, developing and year’s levels, albeit with a marked slowdown in the expanding its facilities and upgrading its maintenance second half of the year as a result of increasing prices systems. Production capacity was increased with the and a decline in purchasing power of consumers. The addition of four Sachet lines and one Pouch line in Evaporated Milk segment declined while the Infant the Powder factory.