Nccg annual filing for Dangote Sugar Refinery Plc

S/No.

Items

Details

i.

Company Name

Dangote Sugar Refinery Plc.

ii.

Date of Incorporation

January 4th, 2005

iii.

RC Number

613748

iv.

License Number

L.2202

v.

Company Physical Address

Greenview Development Nig. Ltd. Building, Terminal E, NPA Apapa, Wharf Complex, Apapa, Lagos

vi.

Company Website Address

https://sugar.dangote.com/

vii.

Financial Year End

December 31st 2025

viii.

Is the Company a part of a Group/Holding Company? Yes/No

If yes, please state the name of the Group/Holding Company

Yes

Dangote Industries Limited

ix.

Name and Address of Company Secretary

Mrs. Temitope Hassan - Greenview Development Nig. Ltd. Building, Terminal E, NPA Apapa, Wharf Complex, Apapa, Lagos.

x.

Name and Address of External Auditor(s)

PricewaterhouseCoopers - 5B, Water Corporation Road, Landmark Towers, Victoria Island, Lagos

xi.

Name and Address of Registrar(s)

Veritas Registrars Limited- Plot 89a, Ajose Adeogun Street, Victoria Island, Lagos

xii.

Investor Relations Contact Person (E-mail and Phone No.)

Email: Olugbenga.Adeniyi@DANGOTE.COM Phone no: +234 8052000245

xiii.

Name of the Governance Evaluation Consultant

DCSL Corporate Services Limited conducted the last external Governance Evaluation

xiv.

Name of the Board Evaluation Consultant

DCSL Corporate Services Limited conducted the last external Board Evaluation

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board

Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

1.

Alhaji Aliko Dangote, GCON

6

[Board Chairman until June 2025]

3

Nil

Chairman

N/A

N/A

2.

Mr. Arnold Ekpe

6

6

Nil

[From June 2025]

Board Chairman [From June 2025]

Board Governance Committee

Member

[Until June 2025]

5

2

Board Finance & Strategy Committee

Member

[Until June 2025]

5

2

3.

Mr. Olakunle Alake

6

6

Board Governance Committee

Member

[From July 2025]

5

2

Board Finance & Strategy Committee

Member

5

5

Board Risk Management & Assurance Committee

Member

4

4

4.

Alhaji Abdu Dantata

6

6

Board Technical & Sustainability Committee

Member

4

4

Board Governance Committee

Member

[Until July 2025]

5

3

Board Risk Management & Assurance Committee

Member

4

4

5.

Prof. Konyinsola

6

3

Board

Member

Ajayi

Member

[Until July 2025]

Governance Committee

Member

5

2

Board Risk Management & Assurance Committee

Member

[Until June 2025]

4

2

6.

Mr. Uzoma Nwankwo

6

6

Board Technical & Sustainability Committee

Chairman

4

4

Board Finance & Strategy Committee

Member

5

5

Board Risk Management & Assurance Committee

Member

4

4

Statutory Audit Committee

Member

4

4

7.

Ms. Bennedikter Molokwu

6

6

Board Governance Committee

Chairman

4

4

Board Finance & Strategy Committee

Member

[Until July 2025]

5

3

Board Risk Management & Assurance Committee

Member

[From July 2025]

4

2

8.

Ms. Maryam Bashir

6

3

[Member until July 2025]

Board Governance Committee

Member

[Until June 2025]

4

2

Board Risk Management & Assurance Committee

Member

[Until June 2025]

4

2

Statutory Audit Committee

Member

[Until June 2025]

4

2

9.

Mrs. Yabawa Lawan Wabi

6

6

Board Finance & Strategy Committee

Member

[From July 2025]

5

3

Board Governance Committee

Member

[From July 2025]

5

2

Board Risk Management & Assurance

Chairman

4

4

Committee

Statutory Audit Committee

Member

[From July 2025]

4

2

9

Mr. Ravindra Singhvi (Group Managing Dir./CEO Until December 2025)

6

6

Board Finance & Strategy Committee

Member

[Until November 2025]

5

4

Board Technical & Sustainability Committee

Member

4

4

10

Ms. Mariya Aliko-Dangote

6

6

Board

Member

Board Finance & Strategy Committee

Member

5

5

Board Technical & Sustainability Committee

Member

4

4

11.

Mrs. Yemisi Ayeni

6

4

[From March 2025]

Board Technical & Sustainability Committee

Member [From October 2025]

4

1

Board Governance Committee

Member

[From July 2025]

5

3

Board Finance & Strategy Committee

Chairman [From July 2025]

5

3

11.

Mr. Thabo Mabe

6

N/A

[From December 2025]

Board Finance & Strategy Committee

Member [From

December 2025]

5

1

12.

Mr. Mulhim Eltaeb

6

N/A

[From December 2025

Board Finance & Strategy Committee

Member [From

December 2025]

5

1

S/No.

Names

Position Held

Gender

1.

Mr. Hassan Saliu

Group GM, HR & Admin

Male

2.

Mrs. Temitope Hassan

Company Secretary/Legal Adviser

Female

3.

Mr. Oscar Mbeche

Group Chief Finance Officer

Male

5.

Mr. Ayokunle Ushie

Chief Risk Officer

Male

6.

Mr. Bello Sadiq

GM, Sales & Marketing

Male

7.

Mr. Babafemi Gbadewole

Chief Internal Auditor

Male

8.

Mr. Thiru Rajasekar

Head, Refinery

Male

9.

Mrs. Ngozi Ngene

Head, Corporate Affairs

Female

11.

Mr. Rasheed Razeem

Head, Fleet Operations

Male

12.

Mr. Ganiyu Awotubo

Head, Information Technology

Male

13.

Mr. Itoro Unam

Head, HSSE

Male

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes. The Board Charter was last reviewed in

"A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible Corporate citizenship. As a link between stakeholders and the Company, the Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"

July, 2023.

DPrinciple 2: Board Structure and Composition

i) What are the qualifications and experiences of the directors?

The Board comprises members with diverse experiences and multi-dimensional skills

"The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without

compromising competence,

independence and integrity "

ranging from Legal to Finance, Auditing, Business, IT, Corporate Governance and Economics amongst others. The Members are men and women of timber and caliber that have been involved in the success stories of multinationals, have served in

various capacities at State and Federal levels and continue to thrive in business.

The minimum academic qualification on the

Board is Master degree, and all members of

the Board are continuously trained in

relevant areas including Sustainability,

Cyber-Security, Artificial Intelligence and

Risk Management amongst others.

ii) Does the company have a Board-approved diversity policy? Yes/No

If yes, to what extent have the diversity targets been achieved?

Yes, the Company's Diversity Policy was approved in October 2025.

The achievement of the diversity target is a continuous process.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes, there are directors holding concurrent directorships within the DSR Group, they are: Mr. Arnold Ekpe and Mr. Olakunle Alake.

The companies with concurrent directorships within the Dangote Sugar Refinery Plc. Group are:

• Nasarawa Sugar Company Ltd.

• Dangote Taraba Sugar Ltd.

• Dangote Adamawa Sugar Ltd.

• Dangote Sugar (Ghana) Ltd.

iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

If yes, provide the names of the Committees.

NO

Principle 3: Chairman

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

i) Is the Chairman a member or chair of any of the Board Committees? Yes/no

If yes, list them.

No, the Chairman is not a member or Chair of any of the Board Committees.

ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?

None. The Chairman did not attend any Board Committee meeting.

iii) Is the Chairman an INED or a NED?

The Chairman is an INED

iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No

If yes, when did his/her tenure as MD end?

No, the Chairman is not a former MD/CEO of the Company.

v) When was he/she appointed as Chairman?

The Chairman was appointed in June 2025.

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No

If yes, specify which document

Yes, the roles and responsibilities of the Chairman are clearly defined in the Board Charter and the Chairman's Letter of Appointment.

Principles

Reporting Questions

Explanation on application or deviation

Principle 4:

Managing Director/ Chief Executive Officer

i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified?

Yes

"The Managing Director/Chief Executive Officer is the head of management

ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes, the MD/CEO completes a Conflict of Interest Form annually.

delegated by the Board to run the affairs of the

Company to

achieve its strategic objectives for sustainable corporate

performance"

iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

The MD is a member of the Board Finance & Strategy Committee and Board Technical & Sustainability Committee. Upon his appointment, he attended all the Committee's meetings during the period.

iv) Is the MD/CEO serving as NED in any other company? Yes/no.

If yes, please state the company (ies)?

No, the GMD does not serve as Non-Executive Director in any other Company.

- .

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Yes, the MD/CEO's membership in the companies is in

line with the Board-approved policies.

Principle 5:

Executive Directors

i) Do the EDs have contracts of employment?

Yes/no

Yes

Executive Directors support the Managing Director/Chief

ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No

If no, in which document are the roles and responsibilities specified?

Yes, the Contract of employment sets out the roles and responsibilities of the EDs.

Executive Officer in the operations and management of the Company

iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes, this is done upon acceptance of appointment, and annually. In addition, disclosures are done when real or

potential conflict situations arise.

iv) Are there EDs serving as NEDs in any other company? Yes/No

If yes, please list

No ED is serving as NED in any other company.

v) Are their memberships in these companies in line with Board-approved policy? Yes/No

There are no current EDs serving as NEDs in other

companies.

Principle 6: Non-Executive

Directors

i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?

Yes,

In their Letters of Appointment and Board Charters

Non-Executive Directors bring to bear their

knowledge, expertise and independent judgment on issues of strategy and performance on the Board

ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes, the Appointment Letters of NEDs specify their duties, liabilities and terms of engagement.

iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes, the NEDs declare conflict of interest upon appointment, annually and when conflicts or potential conflicts arise thereafter.

iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No

If yes, when is the information provided to the NEDs

Yes

The quarterly Board Meeting Folders detail information

about the management of the company, including but

not limited to financial statements of the Company.

v) What is the process of ensuring completeness and adequacy of the information provided?

Information provided to the Board are properly reviewed

by Executive Management before circulation to the

Board through the authorized information dissemination

channel - The Company Secretariat.

vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

Yes, NEDs have unfettered access to the EDs, Company

Secretary and Internal Auditor.

Principle 7:

Independent Non-Executive Directors

i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No

Yes, and this is further assessed annually after appointment.

Principles

Reporting Questions

Explanation on application or deviation

Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"

ii) Are there any exceptions?

No

iii) What is the process of selecting INEDs?

In line with the Board Appointment Policy - Through a rigorous selection process.

iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes, they have appointment letters specifying their duties, liabilities and terms of engagement.

v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes, they declare conflict of interest situations upon appointment, annually and when real or potential conflict of interest situations arise.

vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No

If yes, how often? What is the process?

• Yes

• On an annual basis

• Through a review of the current position of the INED in accordance with the independence criteria under Section 7.2 of the NCCG 2018 and/or other circumstances which may impair or appear to impair an INED's independent judgment.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

Yes. The INED holders less than 0.001% of the Company's shares.

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No, the INEDs do not have any other relationship with the Company.

ix) What are the components of INEDs remuneration?

Sitting Allowances and Annual Directors' Fees

Principle 8:

Company Secretary

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and

i) Is the Company Secretary in-house or outsourced?

The Company Secretary is in-house.

ii) What is the qualification and experience of the Company Secretary?

The Company Secretary is a Legal Practitioner, Chartered Secretary, a Fellow of the Institute of Chartered Secretaries & Administrators of Nigeria, with well over 2 decades of cognate experience.

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

Yes, the Company Secretary is a member of Senior Management.

culture within the

Company"

iv) Who does the Company Secretary report to?

The Company Secretary reports to the Board functionally and to the MD/CEO administratively.

v) What is the appointment and removal process of the Company Secretary?

As stipulated in the Companies & Allied Matters Act 2020

vi) Who undertakes and approves the performance appraisal of the Company Secretary?

The Chairman of the Board (on behalf of the Board) functionally and the Group Managing Director, administratively.

Principle 9: Access to Independent Advice

"Directors are sometimes required to make decisions of a technical and complex nature that may require independent

external expertise"

i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No

If yes, where is it documented?

Yes, the policy is documented in the Board Charter.

ii) Who bears the cost for the independent professional advice?

The Company bears the cost of independent advice.

iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No

If yes, provide details.

Yes, the Board engaged the services of some Legal, Financial, and other professional Advisers on some technical matters.

Principle 10:

Meetings of the Board

"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company.

i) What is the process for reviewing and approving minutes of Board meetings?

• Minutes of Board meetings are circulated to Directors before a scheduled meeting of the Board.

• The circulated Minutes of the prior meeting are reviewed and adopted at the Board meeting where they are presented for consideration.

• Thereafter, the Minutes are signed by the Company Secretary and the Chairman.

ii) What are the timelines for sending the minutes to Directors?

Not later than 7days to date of the scheduled meeting.

iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

Attendance at meetings may be a criterion for re-election of a Director. Directors are expected to attend at least two-thirds of Board meetings except where a leave of absence has been granted by the Board.

Principles

Reporting Questions

Explanation on application or deviation

Principle 11: Board Committees

"To ensure

efficiency and effectiveness, the Board delegates some of its functions, duties and

responsibilities to well

structured committees, without abdicating its responsibilities"

i) Do the Board Committees have Board approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes, every Board Committee has its approved charter.

ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

• Minutes of Board Committee meetings are circulated to Directors before a scheduled meeting of the Committee.

• The circulated Minutes of the prior meeting are reviewed and adopted at the Committee meeting where they are presented for consideration.

• Thereafter, the Minutes are signed by the Company Secretary and the Committee Chairman.

iii) What are the timelines for sending the minutes

Not later than 7days to the date of meeting.

to the directors?

iv) Who acts as Secretary to board committees?

The Company Secretary

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. Board Governance Committee

2. Board Governance Committee

3. Board Risk Management & Assurance Committee

4. Board Risk Management & Assurance Committee

vi) What is the process of appointing the chair of each committee?

The Chair of each Committee is appointed through a rigorous selection process.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

The proportion of INEDs to NEDs is Two (2) to Two (2) on the Committee responsible for Nomination and Governance.

viii) Is the chairman of the Committee a NED or INED?

The Chairman of the Board Governance Committee is a NED

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

Yes

The Succession Plan Policy is reviewed periodically

x) How often are Board and Committee charters as well as other governance policies reviewed?

At least once in every three years or when the need arises.

xi) How does the committee report on its activities to the Board?

At every meeting of the Board of Directors, the Chairman of the Committee presents a written report to the Board detailing matters considered at its meetings and the recommendations thereon.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

Two (2) INEDs and Two (2) NEDs.

xiii) Is the chairman of the Committee a NED or INED?

The Chairman of the Committee is a NED

Committee responsible for Audit

xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

Yes

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes

xvi) What are their qualifications and experience?

The qualification and experience of the Members of the Board Risk Management & Assurance Committee are as follows:

• B.Eng., MSc Eng., MBA with over 40years experience across several sectors including finance.

• Various local and international certifications (Kellogg School of Management, United States of America).

• LLB, LL.M, Leadership certificates from Columbia University and Harvard Business School with over 42years work experience on a portfolio of multi-sectoral Boards.

• Fellow, Association of National Accountants of Nigeria.

xvii) Name the financial expert(s) on the Committee responsible for Audit

Mr. Olakunle Alake

Alhaji Abdu Dantata

Ms. Bennedikter Molokwu

Mrs. Lawan Yabawa Wabi (mni)

Principles

Reporting Questions

Explanation on application or deviation

xviii) How often does the Committee responsible for Audit review the internal auditor's reports?

On a quarterly basis

xix) Does the Company have a Board approved internal control framework in place? Yes/No

Yes

xx) How does the Board monitor compliance with the internal control framework?

Through review of Management reports at every meeting of the Committee.

xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes.

The external Auditors' Management Letter including the key audit matters and Management responses are reviewed by the Committee, with a quarterly status on the implementation of the recommendations tracked by the Chief Internal Auditor and the status presented to the Committee on a quarterly basis.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

Yes

xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?

Once

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committee a NED or an INED?

The Chairman of the Board Risk Management & Assurance Committee is an INED

xxv) Is there a Board approved Risk Management framework? Yes/No?

If yes, when was it approved?

Yes

The Risk Management Framework was approved in 2015 and has been reviewed every three years thereafter.

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

Every quarter.

It was last reviewed on February 24, 2023.

xxvii) Does the Company have a Board approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes

The IT Data Governance Framework is reviewed periodically.

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

On a quarterly basis

xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No

The CRO is a member of Senior Management with the requisite qualification and experience for the role as follows:

B.Sc. Geography, MBA, Member, Institute of Operational Risk with over 18years core experience in data mapping, risk modelling, estimated loss projections and engineering risk surveys.

xxx) How many meetings of the Committee did the CRO attend during the period under review?

The CRO attended all the meetings of the Committee during the period under review.

Principle 12:

Appointment to the Board

"A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"

i) Is there a Board-approved policy for the appointment of Directors? Yes/No

Yes, the Board has a Board Appointment Policy for the appointment of Directors

ii) What criteria are considered for their appointment?

The criteria considered for appointment of directors include qualification, skills, experience and attributes amongst others.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

The Board process for ascertaining that prospective directors are fit and proper include interviews, background checks, and a rigorous selection process, Board approval, and Shareholders' ratification.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

1. No defined tenure for the Chairman in line with the NCCG Code except in compliance with Companies

   & Allied Act (CAMA) 2020

2. The tenure of the MD/CEO is a maximum of 9 years.

3. The tenure of the INED is a maximum of 9years in line with the NCCG Code.

Principles

Reporting Questions

Explanation on application or deviation

1. NED

2. EDs

d. No defined tenure for the NED in line with the NCCG Code except in compliance with Companies & Allied Act (CAMA) 2020

e. No defined tenure for the ED in line with the NCCG Code.

The above enhances stability on the Board and is directly related to longevity, investment in Board development, and enhanced exposure to industry issues amongst others.

v) Please state the tenure

The tenures of members of the Board are stated above.

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

The Board has a process in place to ensure that it is periodically refreshed.

Principle 13: Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists

Directors to effectively discharge their

duties to the

Company"

i) Does the Board have a formal induction programme for new directors? Yes/No

Yes, the Board has an established formal induction program for new Directors.

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide date of induction.

Yes, Mrs. Oluyemisi Ayeni, Mr. Thabo Solomon Mabe and Mr. Mulhim Eltaeb were appointed during the year. Their Induction was held in April 2025 for Mrs. Ayeni and December 2025 for Messrs. Mabe and Eltaeb.

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes, the Board is provided with adequate training and learning to hone their skills. Some of the training organized in 2025 were on Artificial Intelligence, Board Leadership, Enterprise Risk Oversight and Taxation.

iv) How do you assess the training needs of Directors?

Through annual Training Needs Assessment in line with the Board Training Policy.

v) Is there a Board-approved training plan?

Yes/No

Yes, the Board has a Training Policy and a Training Plan.

vi) Has it been budgeted for? Yes/No

Yes, this is included in the approved budget annually.

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are

committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approved policy for evaluating Board performance? Yes/No

Yes, this is contained in the Board Charter.

ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No

Yes

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

The Board Evaluation was conducted externally in January 2026.

iv) Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

The Board Evaluation Report was presented to the Board at its meeting held on 24th February 2026.

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

The Chairman discussed the individual assessments with each director.

vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No

Yes, this is a criterion for re-election.

Principle 15: Corporate Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and

effective"

i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

Yes, in January 2026.

ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No

Yes, the result of the Corporate Governance Report was presented to the Board for consideration.

iii) If yes, please indicate the date of last presentation.

The 2025FY Corporate Governance Evaluation Report was presented to the Board at its meeting held on 24th February 2026.

iv)Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No

Yes, the summary of the Corporate Governance Evaluation will be included in our upcoming Annual Report & Financial Statements for the 2025FY and would be hosted in the Investor Relations Portal of the Company's website.

Principle 16: Remuneration Governance

i) Is there a Board-approved Directors'

remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes, the Board has a duly approved Remunerations Policy.

The Remuneration Policy is reviewed at least once in three (3) years.

Principles

Reporting Questions

Explanation on application or deviation

"The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"

ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review

• Sitting Allowance for Board & Committee Meetings

• Reimbursable Travel Expenses

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes

At the Company's Annual General Meeting

iv) What portion of the NEDs remuneration is linked to company performance?

None, NEDs remuneration is not linked to the Company's performance as this may lead to bias in their decision making and compromise objectivity.

v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No

If yes, to what extent is remuneration linked to company performance?

Yes

The remuneration of the MD and EDs is structured to link rewards to corporate and individual performance.

vi) Has the Board set KPIs for Executive Management? Yes/No

Yes, the Board has set KPIs for Executive Management

vii) If yes, was the performance measured against the KPIs? Yes/No

Yes, performance was measured against KPIs

viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors fees? Yes/No

No.

1. Which of the following receive sitting allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

No Executive Management or Senior Management Staff receives Sitting Allowances.

x) Is there a Board-approved claw back policy for Executive management? Yes/No

If yes, attach the policy.

Yes, there is a Board approved Claw-back Policy for Executive Management.

Please see Appendix A

Principle 17: Risk Management

"A sound framework for managing risk and ensuring an effective internal control system is essential for

achieving the strategic objectives of the Company"

i) Has the Board defined the company's risk appetite and limit? Yes/No

Yes, this is contained in the Enterprise-wide Risk Management Policy.

ii) How often does the company conduct a risk assessment?

Periodically and on needs basis.

iii) How often does the board receive and review risk management reports?

On a quarterly basis

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"

i) Does the company have an Internal Audit function? Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes, the Company has an Internal Audit Function.

ii) Does the company have a Board-approved internal audit charter? Yes/No

Yes, the Company has a duly approved Internal Audit Charter.

iii) Is the head of internal audit a member of senior management? Yes/No

Yes

iv) What is the qualification and experience of the head of internal audit?

MBA, HND, FCA, ACIT

Over 30 years' experience across finance, audit and internal control.

v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No

Yes, the Annual Audit Plan is risk-based. It is approved by the Audit Committee annually.

vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

Yes, the Chief Internal Auditor reports to the Committee each quarter.

vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

Yes

An external assessment of the Internal Audit Function was last conducted in 2025.

viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit?

The Audit Committee

Principle 19:

Whistleblowing

"An effective whistle-blowing framework for reporting any illegal or unethical behaviour minimises the Company's exposure and prevents

recurrence"

i) Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes

The Whistle Blowing reports are presented to the Audit Committee on a quarterly basis. The Whistle Blowing Framework was last reviewed in October 2025.

ii) Does the Board ensure that the whistleblowing mechanism and are process reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No

Yes, the Whistle Blowing mechanism is published, and is accessible to all stakeholders.

The Company also maintains a whistleblowing channel with an external Consultant (KPMG) in order to guarantee independence of the process and protect Whistleblowers' identity.

1. Is the Audit committee provided with the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes, the reports on (a) Reported cases and (b) Process and Results of investigated Cases are presented to the Committee on a quarterly basis.

Principle 20: External Audit

"An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial

statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

The Committee responsible for audit makes the recommendations to the Board.

ii) Who approves the appointment, re appointment, and removal of External Auditors?

Shareholders of the Company at the Annual General Meeting (AGM).

iii) When was the first date of appointment of the External auditors?

The current External Auditor was appointed by members at the AGM of 2017.

iv) How often are the audit partners rotated?

The Audit Partners are rotated every 5years.

Principle 21: General Meetings

"General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the

Company's business, governance and performance. They provide

shareholders with an opportunity to

exercise their ownership rights and express their views to the Board on any areas of interest"

i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders?

Notices, Annual Reports and other meeting documents were dispatched to Shareholders 21days before the last general meeting.

ii) Were the Chairmen of all Board Committees and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No

Yes, The Chairmen of all the Board Committees, and the Chairman of the Statutory Audit Committee were present at the last AGM to respond to shareholders enquiries.

Principle 22:

Shareholder Engagement

1. Is there a Board-approved policy on

   shareholders' engagement? Yes/No

   If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the company's

website?

Yes, the Board has an approved Shareholders Engagement Policy.

"The establishment

of a system of

regular dialogue with shareholders balance

1. The Policy was last reviewed in 2022, it will be further reviewed in 2026.

2. Yes, the Policy is hosted on the Company's

website.

Principles

Reporting Questions

Explanation on application or deviation

their needs, interests and expectations with the objectives of the Company"

ii) How does the Board engage with Institutional Investors and how often?

The Board encourages the Company's institutional investors to positively influence the standard of corporate governance and promote value creation. This is done as often as required via the Company's official communication lines.

The Board or the Company does not give preferential treatment to institutional investors nor grant them access to superior information.

Principle 23: Protection of Shareholder Rights

"Equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promote good governance"

1. Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes, the requisite information is provided to shareholders via the Nigerian Exchange Limited Issuers' Portal, widely read newspapers and the Company's website.

Principle 24: Business Conduct and Ethics

"The establishment of professional business and ethical standards underscore the

values for the

protection and enhancement of the reputation of the Company while

promoting good

conduct and investor

confidence"

1. Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

   If yes:

   1. Has the COBE been communicated to all internal and external Stakeholders?

      Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees

      4. Third parties

Yes, the Company has a duly approved COBE Policy which Directors and Staff annually attest to.

1. Yes, the COBE has been communicated to internal and external stakeholders.

2. Yes, the COBE is applicable to all listed nos. (1-4)

ii) When was the date of last review of the policy?

The COBE was last reviewed on July 28, 2023

iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No

Yes, in line with the COBE policy.

iv) What sanctions were imposed for the period under review for non-compliance with the COBE?

None. There was no incident of non-compliance with the COBE during the review period, as such, no sanction was issued.

Principle 25: Ethical Culture

"The establishment

of policies and

mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good

ethical conduct

and investor

confidence"

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes, we have a Board approved Policy on Insider Trading.

1. July 28, 2023

2. Through the issuance of notifications to insiders on a regular basis, and monitoring of disclosures of investment, prior notification and clearance of trade, and observance of the Closed Period and Trading Window amongst others.

1. Does the company have a Board approved policy on related party transactions? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees (Specify)

      4. Third parties (Specify)

Yes, the Company has a Board approved policy on Related Party Transaction.

1. July 28, 2023

2. The Board monitors compliance with the policy in its oversight capacity for ensuring tagging of related parties, reviewing and approving, monitoring of performance of related party transactions and un-tagging related parties when required.

3. Yes, the policy is applicable to all categories listed in nos. (1-4) including related parties, suppliers, vendors, any shareholder owning more than 0.1% of the total equity of the Company, associate companies and any close family member of a Director or shareholder.

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

The Board ensures adequate disclosure of related party transactions by reviewing the disclosure requirement for related party transactions in accordance with regulatory requirements and leading corporate governance practices to achieve arm's length transactions.

Principles

Reporting Questions

Explanation on application or deviation

iv) Does the company have a Board approved policy on conflict of interest? Yes/No

Yes

If yes:

1. When was the last date of review?

2. How does the Board monitor compliance with this policy?

3. Is the policy applicable to any or all of the following:

   1. Senior management

   2. Other employees (Specify)

1. July 28, 2023

2. Disclosure of conflict-of-interest situations (whether real or potential conflict of interest situations)

   • Recuses from meetings where any Director has interest in any matter for consideration before the Board.

   • Same principle is applicable at Management meetings.

c. Yes, the policy is applicable to Senior

Management and other employees.

Principle 26:

Sustainability

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

Yes

"Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen

contributing to economic

development"

October, 2025

ii) How does the Board monitor compliance with the policy?

It reviews quarterly reports from Management.

iii) How does the Board report compliance with the policy?

The Board reports compliance in the Annual Report & Financial Statements each year.

iv) Is there a Board-approved policy on diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes, diversity underlies all applicable policies of the Board.

The Diversity Policy was last reviewed/approved in October 2025.

Principle 27: Stakeholder Communication

i) Is there a Board-approved policy on stakeholder management and communication? Yes/No

Yes, the Board has an approved Stakeholder Engagement & Communications Policy.

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"

ii) Does the Company have an up to date investor relation portal? Yes/No

If yes, provide the link.

Yes, the Company has an up-to-date Investor Relations Portal.

https://sugar.dangote.com/annual-reports-archive/

Principle 28: Disclosures

i) Does the company's annual report include a summary of the corporate governance report? Yes/No

Yes, the Company's Annual Report includes a summary of the Report on Corporate Governance.

"Full and

comprehensive disclosure of all matters material to

ii) Has the company been fined by any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

No. There was no regulatory infraction during the review period.

investors and stakeholders, and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance

practice"