Audited Financial Statement

Guinness Nigeria Plc Financial Statements - 31 December 2025

Together with Directors' and Independent Auditor's Reports

Guinness Nigeria Plc Financial Statements - 31 December 2025

Together with Directors' and Independent Auditor's Reports

Financial Highlights 1

Board of Directors and Corporate Information 2 - 3

Board of Directors and Company Secretary 4 - 14

Directors' Report 15 - 33

Statement of Directors' Responsibilities 34

Report of the Statutory Audit Committee 35

Statement of Corporate Responsibility for Financial Reports and sustainability report 36 - 41

Management's Annual Assessment of, and Report on, Internal Control Over Financial Reporting 42

Certification of management's assessment on internal control over financial reporting 43 - 44

Independent Auditor's Report 45 - 49

Independent Practitioner's Report 50 - 51

Statement of Financial Position as at 31 December 2025 52

Statement Of Profit Or Loss And Other Comprehensive Income 53

Statement of Changes in Equity 54

Statement of Cash Flows 55

Notes to the Financial Statements 56 - 108

Statement of Value Added 109

Five Year Financial Summary 110

Shareholders' Information 111

Guinness Nigeria Plc Financial Statements - 31 December 2025

Together with Directors' and Independent Auditor's Reports

Prof. Fabian Ajogwu, SAN******** Chairman, Independent Non-Executive Director

H. Aswani (Singaporean) Vice-Chairman, Non-Executive Director

G. Sharma (Indian) Managing Director/Chief Executive Officer

M. Kabra (Indian) Finance and Strategy Director

V. Shobo (Mrs.) Independent Non-Executive Director

O. Adesola (Mrs.) Independent Non-Executive Director

O. Oworu (Mrs.) Independent Non-Executive Director

D. Singhal (Indian) Non-Executive Director

J. Musunga (Kenyan) Non-Executive Director

Dr. Omobola Johnson* Outgone Board Chair, Independent Non-Executive Director

Adebayo Alli** Outgone Managing Director/Chief Executive Officer

Emmanuel Difom*** Outgone Finance and Strategy Director

Joan Hodgins (Irish)**** Outgone Vice Board Chair/Non-Executive Director

Leo Breen (British) ***** Non-Executive Director

Grainne Wafer (Irish)****** Non-Executive Director

Ngozi Edozien******* Independent Non-Executive Director

'Yemisi Ayeni********* Independent Non-Executive Director

* O. Johnson (Dr) retired from the Board as Board Chair effective 28thJanuary 2025

**A. Alli resigned from the Board as MD/CEO effective 30thSeptember 2024

***E.Difom resigned from the Board effective 31stOctober 2024

****J. Hodgins (Ms.) resigned from the Board effective 30thSeptember 2024

*****L. Breen resigned from the Board effective 30thSeptember 2024

****** G. Wafer (Mrs) resigned from the Board effective 30thSeptember 2024

*******N. Edozien (Ms.) retired from the Board effective 30thNovember 2024

*********M.O.Ayeni resigned from the Board effective 31stAugust 2024

********F. Ajogwu, SAN (Prof.) was appointed as Chairman effective 29thJanuary 2025

Abimbola Ajibola-Jimoh Access Bank Plc

Guinness Nigeria H/quarters Citibank Nigeria Limited

Cocoa industries Road Fidelity Bank Plc

(Guinness Road) First Bank of Nigeria Limited

Ogba - Ikeja, Lagos First City Monument Bank Plc Guaranty Trust Bank Limited

PricewaterhouseCoopers (PwC) Standard Chartered Bank Nigeria Limited

(Chartered Accountants) Zenith Bank Plc

FF Millenium Towers United Bank for Africa

Plot 13/14 Ligali Ayorinde Street Union Bank of Nigeria Victoria Island, Lagos

https://www.pwc.com/ng/en Registered Office

Cocoa Industries Road, Guinness Nigeria HQ

Tel: (01) 2709100

Veritas Registrars Limited Fax: (01) 2709338

Plot 89A, Ajose Adeogun Street https://www.guinness-nigeria.com https://www.veritasregistrars.com

Victoria Island, Lagos. Registration No. RC 771

Chairman & Independent Non-Executive Director (INED)

Professor Fabian Ajogwu is a Senior Advocate of Nigeria and Lagos Business School Professor of Corporate Governance. He is an alumnus of Saïd Business School, University of Oxford, and Lagos Business School. He holds a PhD in Law from the University of Aberdeen, Scotland; an MBA from IESE Business School, Barcelona; and Law degrees from the University of Nigeria and the University of Lagos. He is Senior Partner at KENNA and has practised law for over three decades, with 16 years in the Inner Bar.

Professor Ajogwu has acted as Lead Counsel to governments and corporations in matters of national importance, with particular emphasis on energy, telecommunications, finance, and public policy. He assisted the Securities and Exchange Commission (SEC) in drafting Nigeria's pioneer Code of Corporate Governance and chaired the Nigerian Communications Commission (NCC) Committee on the pioneer Code of Corporate Governance for the telecommunications sector. He also served on the Financial Reporting Council of Nigeria (FRCN) Committee on the National Code of Corporate Governance (NCCG) 2018.

He is the Chairman of Guinness Nigeria Plc and Novare Group and serves on the boards of Stanbic IBTC Holdings Plc and the Nigerian Sovereign Investment Authority (NSIA). He previously chaired ARM Harith Infrastructure Ltd, (Nigeria's pioneer infrastructure fund), and the Board Nominations and Governance Committee of Seplat Energy Plc. He is an Honorary Fellow of the Chartered Institute of Directors Nigeria (CIoD Nigeria).

Professor Ajogwu serves on the Ethics Committee of the Body of Senior Advocates of Nigeria (BOSAN) and previously chaired its Committee on Continuing Legal Education. He also served on the General Council of the Bar and twice on the Council of Legal Education as the statutorily designated Distinguished Legal Author. He served on the Governing Council of the Pan-Atlantic University. He founded the Society for Corporate Governance Nigeria (SCGN), the AIFA Reading Society, and the Society for Art Collection (SARTCOL), and serves as the President and Chairman of the Governing Council of the Nigerian Institute of Chartered Arbitrators (NICArb).

He is a Fellow of SCGN, NICArb, the African Leadership Initiative West Africa, Henry Crown Global Leadership of the Aspen Institute, the AIFA Reading Society, SARTCOL, and a member of the Oxford Philosophical Society, Royal Institute of Philosophy, London, and Royal African Society, UK. He is a member of the International Council for Commercial Arbitration, and the London Court of International Arbitration. He initiated the Dispute Resolution Journal of the Lagos Court of Arbitration, the Journal of Corporate Governance of SCGN, and co-initiated the Journal of Arbitration of NICArb.

Professor Ajogwu has authored and co-authored several works, including Balancing Power, Profit and Purpose: The New Model for Governance; Reflections on Corporate Governance; Corporate Governance in Nigeria: Law and Practice; Commercial Arbitration in Nigeria: Law and Practice; Fair Hearing; Preliminary Objections in Litigation; Law and Society; Outcomes-Based Governance: Modern Perspectives on Corporate Governance (with Professor Mervyn King, SC); and Creating Art: Authenticity and Ownership in the Visual Arts (with Dr Jess Castellote), among others.

He was appointed to the Board of Guinness Nigeria Plc on November 1, 2018, and to the position of Chairman on January 29, 2025. He is a recipient of the national honour of Officer of the Order of the Federal Republic (OFR), conferred on him by the President of the Federal Republic of Nigeria.

Vice Chairman, Non-Executive Director (NED)

Harkishin Aswani is a third-generation leader of the family-owned business, headquartered in Singapore, with diversified interests spanning consumer products, fintech, infrastructure, and industrials. He became Chief Executive in 2025 and is also a founding member of the Tolaram Family Office's Family Council.

With over four decades of experience in Africa, Harkishin has led numerous investments across manufacturing, consumer packaged goods, logistics, and power sectors. His strategic leadership was instrumental in forming key partnerships with global corporations such as Indofood, Arla, Kellanova and Colgate-Palmolive, as well as overseeing the acquisition of Guinness Nigeria's breweries from Diageo in 2024. The deal enabled Tolaram to manufacture and distribute Guinness stout as well as distribute other Diageo premium spirits. Under Harkishin's guidance, Tolaram has grown into one of Africa's largest consumer goods enterprises.

In the infrastructure and power sectors, Harkishin played a pivotal role in the development of Nigeria's first privately-owned free zone, which includes an integrated deep seaport.

A passionate advocate for business growth, Harkishin has been instrumental in strengthening bilateral relations between Africa and Singapore. He serves as the Vice-Chairman of the Africa Business Group at the Singapore Business Federation and is currently chairing the Advisory Committee of the Africa-Singapore Business Forum for a second term, demonstrating his strong commitment to driving socio-economic development across Africa. His work has earned him multiple prestigious awards.

Currently serving his sixth term as Singapore's Honorary Consul-General to Nigeria, Harkishin continues to play a crucial role in fostering business opportunities across continents. Harkishin was appointed to the Board of Guinness Nigeria Plc as vice chairman and non-executive director effective 30thSeptember, 2024.

Managing Director/Chief Executive Officer

Mr. Girish Sharma holds a an MBA in Marketing from the University of Kent, United Kingdom and a Bachelor's degree in Business Administration (Marketing) from Guru Gobind Singh Indraprastha University, India. He has also completed executive education programs at Harvard Business School, Stanford Graduate School of Business, and the University of Cambridge, with focus areas spanning leadership, sustainability, and strategic business management.

A seasoned business leader with over two decades of experience in the consumer goods and FMCG sector, Mr. Sharma has consistently driven growth, transformation, and innovation across West Africa. Prior to his appointment as Managing Director of Guinness Nigeria Plc in October 2024, he served as Chief Executive Officer of Colgate-Palmolive Tolaram, where he delivered an exceptional 70% compound annual growth rate in top-line revenue over five years, positioning the joint venture as a high-performing player in the oral and personal care category.

Before that, he was Chief Operating Officer at Dufil Prima Foods Plc, where he played a pivotal role in consolidating Indomie Instant Noodles as a household name and market leader across Nigeria and Ghana.

As Managing Director of Guinness Nigeria, Mr. Sharma provides strategic leadership and operational oversight to deliver sustainable growth, profitability, and stakeholder value. He is focused on driving innovation, strengthening brand equity, and building a high-performing, purpose-led organization that champions excellence, governance, and market relevance.

Independent Non-Executive Director (INED)

Vivien Shobo is an accomplished professional with a distinguished reputation and a proven track record in the Nigerian financial markets. For over a decade, she served as the Chief Executive Officer of Agusto & Co., the foremost Pan-African credit rating agency. During her tenure, she delivered an exceptional record of achievements, most notably strengthening Agusto & Co.'s market leadership across the continent and diversifying its product offerings and revenue base.

In September 2020, Vivien Shobo was chosen from amongst her peers by the African Banker Awards Committee, as recipient of the prestigious African Banker Icon Award (the most prestigious event in Africa's banking and finance sector), in recognition of her exemplary career and work at the helm of Agusto & Co, which was described as truly pioneering," noting that her leadership "helped transform capital markets in Nigeria and beyond." They further commended the impact of her work as "beyond measure," celebrating her ability to compete successfully with global institutions of far greater scale. Her "exemplary leadership skills and human qualities" were highlighted, and she was recognised as "an inspiration to many." In choosing the winner of African Banker Icon Award, Vivien's "exemplary leadership skills and human qualities" were noted and "she remains an inspiration to many".

As part of her longstanding contribution to financial market development, Mrs. Shobo has served on several committees of the Securities and Exchange Commission, including the Financial Literacy Master Plan Committee for the Ten-Year Nigerian Capital Market Master Plan, the Fixed Income Sub-Committee, and the Investor Confidence Sub-Committee. She also served as Chairperson of the Association of Credit Rating Agencies of Nigeria from 2010 to December 2019.

Mrs. Shobo is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN) and holds an MBA in Finance from the Manchester Business School in the United Kingdom. She has completed leadership and executive programs at Harvard Business School, Wharton Business School, and Lagos Business School. A strong advocate for women's leadership, she is a lifetime member of WIMBIZ (Women in Management, Business and Public Service) and a member of both the International Women's Society and the Chartered Institute of Directors.

She was appointed to the Board of Guinness Nigeria Plc on 25 July 2024 and assumed office as an Independent Non-Executive Director on 1 September 2024

Non-Executive Director (NED)

Deepak Singhal has had a remarkable career trajectory marked by significant impact on the growth of Tolaram's Consumer Packaged Goods division. He joined Tolaram in 1999 as the Finance Manager for Multipro, eventually becoming COO and then CEO of DUFIL in 2006.

In 2014, he took on his current role as Managing Director of Consumer Business. His leadership has been instrumental in expanding Tolaram's portfolio, including securing joint ventures with key partners like Kellogg's, Arla, and Colgate.

Deepak's educational background include a degree from St Xavier's College in Kolkata, membership to the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. He is an alumnus of Stanford Business School.

His contributions have been recognised with National Honors in Nigeria, reflecting his significant impact on both the economy and society. As an angel investor, he also plays a key role in mentoring young talent and helping them commercialise their business ideas. He is married and has a daughter.

Non-Executive Director (NED)

John was appointed to the role of the Managing Director, South, West and Central Africa, Diageo in January 2024. Prior to this appointment he was the Chief Executive Officer & Managing Director of Guinness Nigeria and has been in this role since October 2022. He joined Diageo in March 2021 as Managing Director of Kenya Breweries Limited and previously worked at GlaxoSmithKline where he held several senior executive roles at global and regional level. He has worked in Nigeria, Belgium, South Africa and Kenya.

John is an established business leader with a wide range of strategic, management and commercial experience spanning over 29 years. He has repeatedly led teams to deliver exceptional business results by formulating strategies and leveraging customer and consumer focused execution and insight.

In addition, John has served as Chairman of the Kenya HIV/AIDS Business Council, chaired the Kenya Association of Pharmaceutical Industries and served on the board of Kenya Vision 2030, among others. He was appointed to the Board of Guinness Nigeria Plc as Non-executive Director effective 30thSeptember 2024.

Outgone Board Chair & Independent Non-Executive Director (INED)

An alumnus of the prestigious University of Manchester, University of London and Cranfield University, Dr. Johnson started her professional career in management consulting in the London Office of Arthur Andersen/Andersen Consulting (now known as Accenture) in 1985.

In 2005, Dr. Johnson was appointed as the Country Managing Director for Accenture. In March 2010, she sought early retirement from Accenture to enable her to pursue other interests. She was appointed as a member of Nigeria's Presidential Advisory Council in 2010 providing support to the Acting President Goodluck Jonathan.

In 2011, she was appointed as Nigeria's pioneer Minister of Communication Technology. During her four-year tenure at the Ministry, she oversaw the launch and execution of the National Broadband Plan and the pioneering involvement of government in a local VC fund and a network of start-up incubators. She served meritoriously in that capacity until May 2015.

In 2015 she joined TLCom Capital LLP, a technology venture capital fund, as a Senior Partner focused on investment and value generation for technology companies in sub-Saharan Africa. She is a Fellow of the Aspen Global Leadership Network (AGLN) and serves on the boards of several blue-chip companies.

Dr. Johnson was an Independent Non-Executive Director appointed on 29thJanuary 2016 and Board Chair effective 1stJuly 2021. She brought to the Board over 30 years of experience from both the private and public sectors of the Nigerian economy. She exited the Board effective 28thJanuary, 2025, following her retirement from the Board of Guinness Nigeria Plc.

Outgone Vice Board Chair/Non-Executive Director (NED)

Ms. Joan Hodgins holds a Bachelor's degree in Psychology from University College Dublin and a Master's degree in Human Resource and Occupational Psychology from University College Cork. She is Chartered with the British Psychological Society and Registered with the Psychological Society of Ireland.

She has over 30 years commercial experience, both consulting in the areas of Development, Assessment and Diversity, and in-house in a range of HR roles including Business Partnering; Inclusion and Learning; and Talent Management.

Joan joined Diageo in 2002 and has effectively delivered in a range of Global Strategic roles as well as market HR Director roles (in North America, Australia, Europe and Turkey). Her purpose is to transform businesses by building effective organisations, enabling people to shine, grow and perform.

Ms. Hodgins was appointed Global Talent Director for Diageo in January 2022. She was appointed to the Board of Guinness Nigeria Plc as a Non-Executive Director and Vice Chair with effect from 1stJuly 2023. She was also the Chair of the Nominations, Governance and Remuneration Committee of the Board. She exited the Board effective 30thSeptember 2024, following her resignation from the Board.

Outgone Managing Director/Chief Executive Officer

Bayo boasts nearly two decades of rich experience across various sectors within the FMCG industry. His journey with Diageo began in 2005, starting as a Packaging Operations Support Manager, where he swiftly ascended to senior leadership roles in manufacturing, supply, and commercial divisions. Bayo's tenure has been marked by a consistent

track record of orchestrating transformative commercial initiatives, optimizing supply chains, and pioneering strategic breakthroughs amidst dynamic and challenging environments.

In 2013, Bayo embarked on an international assignment to Ethiopia, where he played a pivotal role in spearheading a comprehensive business transformation project at Diageo's Meta Abo Brewery Limited. His leadership acumen, coupled with a profound sense of cultural awareness and inclusive management style, facilitated unprecedented achievements during his tenure. Rising through the ranks, Bayo was appointed Plant Manager in 2014 and subsequently assumed the role of Supply Chain Director in 2015, further solidifying his reputation as a strategic leader with a keen eye for innovation and efficiency.

Returning to Nigeria in 2017, Bayo transitioned to commercial roles, showcasing his ambition for broader organizational leadership. He held various senior positions in commercial sales at Guinness Nigeria Plc, ultimately ascending to the role of Commercial Director in 2020. In this capacity, Bayo has been instrumental in driving remarkable growth metrics, doubling Gross Profits, and elevating market share across critical categories. His visionary leadership, characterized by a steadfast commitment to people development and strategic foresight, has positioned him as a catalyst for organizational excellence and sustainable growth.

Bayo's academic credentials underscore his dedication to continuous learning and professional development, with notable achievements from leading institutions such as the University of Ibadan, University of Oxford, INSEAD Business School, Cranfield University, and Loughborough University. He is a member of the King's College Old Boys' Association (KCOBA), Floreat.

Driven by a profound sense of purpose, Bayo aims to inspire positive transformations and leave a lasting legacy of progress and empowerment, particularly within the African context. He was appointed to the Board as the Managing Director/Chief Executive Officer of Guinness Nigeria Plc with effect from the 1st of January 2024 and exited the Board effective 30thSeptember 2024, following his resignation from the Board.

Outgone Finance & Strategy Director/Executive Director

Emmanuel is a Certified Public Accountant from Paris Academy in France and member of the Cameroon's institute of chartered accountants. He holds a master's degree in Management from Yaoundé University and several other professional certifications including the Diploma of Certified Public Accountants (D.E.C) - French Republic; D.S.G.C -CNAM-INTEC of Paris (France); D.S.C.G - Académie de Nantes (France) and D.E.F.C - CNAM-INTEC of Paris (France).

Emmanuel has over fifteen years of experience as Finance Director across industries and global companies. With an exciting career that has taken him through 17 different geographies, he is a highly accomplished executive with strong experience in Business Strategy, Finance and Tax management supported by a solid background in FMCG, Oil and gas and Banking sectors.

Prior to joining Diageo, Emmanuel worked as Finance Director at British America Tobacco (BAT) across many markets including Cameroun, Senegal and Nigeria from where he was covering 12 other markets in west and central Africa. He led the transformation of Operations Finance and Controls for 17 markets, including Nigeria, before leaving BAT

in 2018. Before BAT, he also had an amazing career working in oil and gas (Exxon Mobil), as well as the banking sector (Société Générale).

Emmanuel joined Guinness Nigeria in September 2021 as the Finance & Strategy Director. Before then, he was Finance Director for Guinness Cameroon, a position he held since March 2018.

He was appointed as an Executive Director of the Company with effect from 1stNovember 2021 and exited the Board effective 31stOctober 2024, following his resignation from the Board.

Outgone Non-Executive Director (NED)

Mr. Leo Breen holds a Bachelor of Arts in Philosophy from Newcastle University and is a member of the Chartered Institute of Management Accountants. He has over 29 years of experience with Diageo Group and has overseen Finance operations for Diageo businesses in over 40 countries across Europe, Asia and Africa.

Leo was appointed Regional Finance Director for Diageo Africa in 2017 and is based out of London. He was appointed to the Board as a Non-Executive Director with effect from 25thApril 2017. He was a member of the Finance, Audit & Risk Committee of the Board.

He exited the Board effective 30thSeptember 2024, following his resignation from the Board.

Outgone Non-Executive Director (NED)

Gráinne Wafer obtained an MA in Modern English & American Literature from _University College Dublin in 1991 and a BA in English and German in 1990 from University College Dublin She is a highly experienced Senior Marketing Executive with over 25 years' marketing experience in blue chip Companies. She has worked for Diageo Plc for 25 years in different capacities including Marketing Director Guinness & Smithwicks Ireland, Innovation & Spirits Marketing Director Ireland, Innovation Commercialization Director, Europe, Global Marketing Director, Guinness, Global Brand Director Baileys & Roe; Global Brand Director, Guinness & Malta Guinness.

Gráinne was appointed Global Director of Beer, Baileys, Smirnoff for Diageo Plc in August 2022. She was appointed to the Board as a Non-Executive Director with effect from 25thJanuary 2023 and represented the Board as a member of the Nominations, Governance & Remunerations Committee of the Board. She exited the Board effective 30thSeptember 2024, following her resignation from the Board.

Outgone Independent Non-Executive Director (INED)

Mrs. 'Yemisi Ayeni retired as Managing Director of Shell Nig. Closed Pension Fund Administrator Limited in April 2015.

She is a 1985 honors graduate of Economics from the prestigious University of Manchester, UK, and a 1989 Chartered Accountant and Fellow of the Institute of Chartered Accountants in England and Wales.

Mrs. Ayeni started her professional career with Price Waterhouse, London in 1985 where she spent 5 years working her way through a variety of increasingly senior Audit roles before moving to the Firm's Corporate Reconstruction and Insolvency team in 1990. She returned to Nigeria in 1991 as a Senior Manager in the Corporate Finance Team of Price Waterhouse, Lagos.

In 1994, Mrs. Ayeni joined Shell Nigeria and held a wide variety of roles during her 21 years with Shell. In November 2004, she was appointed Finance Director, Shell Nigeria Exploration & Production Company Ltd. (SNEPCo), earning her the distinction of being the first Nigerian woman to be appointed to the Board of a Shell Company in Nigeria.

Until her retirement, Mrs. Ayeni was a Council Member of the Nigerian Stock Exchange now, Nigerian Exchange Group Plc (NGX) and the Chair of the Exchange's Demutualization and Technical Committees. She was also Vice Chair, Pension Fund Operators' Association and the Chair of the Association's Institute Committee.

She was the Chairperson of NASCON Allied Industries Plc and Non-Executive Director of Stanbic

IBTC Pension Managers Ltd. She is also a member of the Leadership Council of the AigImoukhuede Foundation and Vice-Chair of the Queen's College Old Girls' Association's Board of Trustees.

She was appointed to the Board as a Non-Executive Director with effect from 1st September 2018 and represented the Board as the Chair of the Finance, Audit and Risk Committee and the Special Projects Committee. She exited the Board effective 31stAugust 2024, following her resignation.

Outgone Independent Non-Executive Director (INED)

Ms. Edozien has over 30 years' experience in consulting, finance/private equity, general management and business development functions with multinational companies in Europe, USA and Africa.

She is an alumna of Harvard and Radcliffe Colleges, Harvard University and Harvard Business School, Harvard University.

Post an initial career in investment banking with JP Morgan, Ms Edozien joined McKinsey & Company in late 1991. She served clients in the Healthcare and Consumer Goods sectors out of the London and Paris offices until 1999 when she left the Firm as an Associate Principal to pursue an industry role. Ms. Edozien joined Pfizer Inc. as Vice President, Pfizer Global Pharmaceuticals (PGP) Strategic Planning and Business Development, a position she held until her appointment as the Regional Director, East, Central and Anglophone West Africa for Pfizer from 2005 through 2008. From 2009 to 2014 Ms. Edozien was the Head of West Africa for Actis LLP an emerging markets private equity firm where she completed a number of transactions and managed a portfolio of investments in the Consumer Goods, Financial Services, Industrials and Oil and Gas sectors.

She is the founder and Managing Director of Invivo Partners Limited, a consulting, advisory and investment firm in Nigeria with a portfolio of early-stage businesses in various sectors. In addition to this, she serves or has served on the Boards of top tier companies listed on the Nigeria, Johannesburg and London (FTSE) Stock Exchanges in addition to a number of privately held businesses.

Ms. Edozien was appointed to the Board with effect from 26 November 2015 and was a member of the Finance Audit and Risk Committee of the Board and the Statutory Audit Committee until her retirement effective 27thNovember 2024.

Company Secretary

Abimbola Ajibola-Jimoh is a senior corporate counsel and business leader with extensive experience in corporate commercial law and transactions, corporate governance, data protection, dispute resolution, litigation management, intellectual property and strategic legal advisory. Throughout her career, Abimbola has established a reputation as a strategic risk manager dedicated to enabling business growth through robust legal frameworks and ethical governance.

Abimbola joined Guinness Nigeria Plc. as a Senior Commercial Legal Manager and was appointed as Company Secretary with effect from 1st November 2025. Prior to joining the Company, Abimbola spent about 10 years at MTN Nigeria Communications Plc, where she started as a commercial legal consultant and rose to being a Commercial Legal Manager, a role which she held until her resignation in November 2024.

Abimbola is a Chartered Secretary (ICSAN) and holds prestigious certifications in privacy management, including the CIPP/E and CIPM. She earned her LL.M in International Economic Law from the University of Strathclyde, Glasgow, and is a member of the Nigerian Bar. Beyond her technical expertise, she is a dedicated mentor and leader, committed to fostering a proactive compliance culture within the corporate environment.

Finance and Strategy Director/Executive Director

Mr. Mayank Kabra is a distinguished board director and global finance and strategy leader with more than 20 years of experience spanning corporate governance, financial leadership, and largescale business transformation across Asia and Africa.

Mayank currently serves as the Finance and Strategy Director and Executive Member of the Board of Directors at Guinness Nigeria Plc, effective 1stNovember 2024, one of Nigeria's most prominent and respected consumer goods companies. In this role, he is responsible for providing strategic and financial leadership at both executive and board levels, overseeing capital allocation, enterprise risk management, financial governance, and long-term value creation for shareholders and stakeholders alike.

Prior to joining Guinness Nigeria, Mayank built a distinguished international career with global organizations including Kellanova (formerly Kellogg) and Mondelez International, where he held senior finance leadership roles across India, Southeast Asia, and West Africa. He played a pivotal role in establishing and scaling operations in emerging markets, including leading major greenfield manufacturing investments and driving complex joint venture structures across the region. As Chief Financial Officer for the Kellogg-Tolaram Joint Venture in West Africa, he led funding initiatives,

operational scale-up, and financial integration across multiple product categories and markets. In addition to his operational leadership, Mayank has extensive experience in enterprise transformation and digital enablement. He has successfully led largescale SAP ERP implementations across multiple African markets, managing large, cross-functional and geographically dispersed teams, and enabling stronger governance, transparency, and decision-making at scale.

Mayank began his professional journey with PwC India, where he developed a strong foundation in audit, risk advisory, and internal controls. He is a Chartered Accountant and brings a rigorous, governance-focused mindset to every board and executive role he undertakes. He resides in Nigeria.

Independent Non-Executive Director (INED)

Bola Adesola's contributions in banking, financial inclusion, gender equality, corporate governance, and economic policy have had a significant and lasting impact on Nigeria's national development. Her global representation, leadership and advocacy have not only supported economic growth but also contributed to building a more inclusive and sustainable future for Nigeria.

With an enviable 36 years of impactful banking experience, Mrs. Adesola is Chairman of Ecobank Nigeria, Chairman Board of Trustees of Healthcare Federation of Nigeria, and Director of The Currency Exchange (TCX) in the Netherlands, a multilateral development finance institution. She sits on the Leadership Council of Sustainable Energy for All, a United Nations affiliate that accelerates energy/climate transition, and serves as Trustee of the Rebuild Lagos Trust Fund. Mrs. Adesola is on the board of Central Securities Clearing System Plc (CSCS). She is also on the board of Guinness Nigeria Plc.

Mrs. Adesola retired as Senior Vice-Chairman Africa for Standard Chartered Bank in 2021, also chairing the Bank in Mauritius, and a director in Ghana, Cote D'Ivoire, and Cameroon. She was MD/CEO Standard Chartered Bank Nigeria/West Africa, ED at First Bank of Nigeria Plc, and MD of Kakawa Discount House, having worked in Citibank in senior leadership roles in Nigeria and Tanzania.

An alumnus of Harvard Business School and Lagos Business School, called to the Nigerian Bar in 1985, she holds a Law degree from the University of Buckingham, UK and is an Associate of the Chartered Institute of Arbitrators, U.K. Mrs. Adesola is an Honorary Fellow/former Council Member of the Chartered Institute of Bankers Nigeria, founding Trustee of Financial Markets Dealers Association, and served on the boards of Nigeria Interbank Settlement Systems Plc (NIBSS) and Financial Institutions Training Centre (FITC) and FMDQ. She is also past Chair of the Bankers' sub-Committee on Economic Development, Sustainability and Gender where her advocacy led to major milestones in the national agenda on sustainability and responsible banking business practices. She is a Fellow of the Institute of Directors and member of Women Corporate Directors and Boardroom Africa.

Mrs. Adesola is a Trustee of the FinTech Association of Nigeria, and Trustee of Nigerian University of Technology and Management. In 2015, the Secretary General of the United Nations appointed her to the Board Member of the UN Global Compact (UNGC) and elevated her to Co Vice-Chair of the Board in recognition of her contributions towards SDG progress. She remains an exceptional mentor and motivator to many. In 2001, she co-founded Women in

Management, Business and Public Service (WIMBIZ), Nigeria's foremost and highly respected gender-oriented network for women, with global affiliations and contributing to greater female participation in the economy. She was appointed to the Board of Guinness Nigeria Plc effective 1stof February 2025.

Independent Non-Executive Director (INED)

Mrs. Olusola Oworu is a seasoned visionary and strategic leader with over three decades of crosssector experience spanning consulting, banking and finance, commerce, energy, and the public sector. She brings an unwavering commitment to excellence and a proven ability to deliver measurable value at board and executive levels. Mrs. Oworu is an alumna of the prestigious Stanford Graduate School of Business and the Wharton School of the University of Pennsylvania, Philadelphia, USA.

Renowned for her capacity to balance strategic insight with operational depth, Mrs. Oworu possesses a rare ability to navigate complex business trade-offs-delving into the details of initiatives while maintaining a clear, big-picture perspective. She has a strong track record of building, developing, and inspiring high-performing teams, and is widely respected for her ability to unite diverse stakeholders around a shared vision.

She began her leadership journey in 1992 and has since held a wide range of senior roles across both the private and public sectors in Nigeria. From 2007 to 2015, she served as Honourable Commissioner for Commerce and Industry, Lagos State, where she provided strategic leadership and advisory support on public-private partnerships, significantly strengthening collaboration between government and the private sector.

Throughout her career, Mrs. Oworu has consistently demonstrated the ability to translate business objectives into actionable strategies, delivering exceptional value through a distinctive blend of strategic foresight, governance expertise, and operational acumen. Mrs. Oworu has served on several boards in various capacities. She currently sits as an Independent Non-Executive Director on the Board of Lafarge Africa Plc (since 2024) and Industrial and Medical Gases Plc. She also serves on the Board of Sterling Bank Limited as an Independent Non-Executive Director and Chairman of the Board Credit Committee. She was appointed to the Board of Guinness Nigeria Plc effective 1stof February 2025.

DIRECTORS' REPORT

For the period ended 31stDecember 2025

The Directors are pleased to present to the Members their report together with the financial statements of Guinness Nigeria Plc (the "Company" or "Guinness Nigeria") for the period ended 31stDecember 2025.

Legal Form and Principal Activities

Guinness Nigeria Plc, a public limited liability company quoted on the Nigerian Exchange, was incorporated on 29 April 1950 as a trading company importing Guinness Stout from Dublin. The Company has since transformed into a manufacturing operation and its principal activities continue to be brewing, packaging, marketing, and sale of Guinness Foreign Extra Stout, Guinness Smooth, Malta Guinness, Smirnoff Ice, Smirnoff Pineapple, Dubic Malt, Orijin Spirit Mixed Drink, Orijin Bitters and Orijin Herbal Gin, Smirnoff Ice Double Black with Guarana, Gordons Moringa, Gordons Pinkberry and Gordons Orange Sunset, Don Royale, Captain Morgan among others. This exciting diverse portfolio of brands makes Guinness Nigeria Plc the only Total Beverage Alcohol (TBA) business in Nigeria with the experience and unique capacity to cater for the needs of all consumer tastes and segments while delivering great value to its shareholders.

In light of the sale of Diageo's majority shareholding in Guinness Nigeria to Tolaram, and following regulatory approval, Tolaram, through N-Seven Nigeria Limited (a subsidiary of Tolaram), concluded the acquisition of 1,207,943,368 ordinary shares representing Diageo's 58.02% equity stake in Guinness Nigeria. Through new long-term license and royalty agreements, Guinness Nigeria has, under Tolaram's majority control, continued to produce all the iconic brands currently under our portfolio in an exciting new phase of growth and development.

Further to the acquisition and in accordance with Section 142 of the Investment and Securities Act 2025 (as amended) ("ISA") and Rule 4 of the Securities and Exchange Commission's Rules on Mergers, Take-overs, and Acquisition (August 2021, as amended), N-Seven Nigeria Limited was obliged to make a mandatory take-over (MTO) offer to other shareholders of the Company. Following the completion of the MTO, a total of three hundred and thirty-one (331) acceptances were valid representing 281,099,431 ordinary shares and entered into the Company's register on behalf of N-Seven Nigeria Limited, thus bringing Tolaram's equity stake in Guinness Nigeria to 70.86%.

• Operating Results

  The following is a summary of the Company's operating results:

  	18 months ended		12 months ended
  	2025		2024
  	N'000		N'000
  Revenue	730,808,355		299,489,774
  Profit from operating activities	89,268,927		25,407,481
  Net finance costs	(20,876,830)		(99,087,350)
  Profit/(loss) before income tax	68,392,097		(73,679,869)
  Income Tax	(27,229,397)		18,913,093
  Profit/(loss) for the year	41,162,700		(54,766,776)
  Total Comprehensive Income/(loss) for the year	41,162,700		(54,766,776)

• Dividends

  No dividend has been recommended by the Board of Directors for approval at the forthcoming Annual General Meeting (2024:Nil)

• Board Changes

  There have been some changes in the Board composition since the last Annual General Meeting held on the 23rdOctober 2024. However, the Board remains adequately resourced and well-structured to provide the requisite strategic direction for Management and general oversight for the Company.

  In the 2025 financial year, Dr. Omobola Johnson retired from the Board of the Company as Board Chair/Independent Non-Executive Director with effect from 28thJanuary 2025 having provided innovative and strategic contributions to the Board of our dear Company. Prof. Fabian Ajogwu, SAN was thus appointed as the Chairman of Guinness Nigeria with effect from 29thJanuary 2025.

  In addition, Mr. Emmanuel Difom resigned from the Board of the Company as the Finance and Strategy Director/Executive Director of the Company effective 31stOctober 2024, and Mr. Mayank Kabra was appointed as the Finance and Strategy Director of Guinness Nigeria Plc and an Executive Director on the Board of the Company with effect from 1stNovember 2024.

  Ms. Ngozi Edozien also retired from the Board of the Company as an Independent Non-Executive Director with effect from 27thNovember 2024, having provided distinguished and excellent service to our great Company for nine (9) years.

  On other appointments, during the financial year, the Board also approved the appointments of Mrs. Olusola Oworu and Mrs. Bola Adesola as independent non-executive directors of Guinness Nigeria Plc effective 1stFebruary 2025.

  In accordance with the Articles of Association of the Company and the provisions of the Companies and Allied Matters Act Cap C20 2020, Mr. Mayank Kabra is hereby presented to the Members for confirmation of his appointment as Executive Director effective 1stNovember 2024.

  Similarly, Mrs Bola Adesola and Mrs. Olusola Oworu are hereby presented to the Members for confirmation of their appointments as Independent Non-executive Directors of the Company effective 1stFebruary 2025.

  • Directors Retiring by Rotation

  In accordance with Article 95(1) of the Company's Articles of Association, the Directors to retire by rotation are Mrs. Vivien Shobo, Mr. John Musunga and Mr. Deepak Singhal and being eligible hereby offer themselves for re-election.

• Record of Directors' Attendance

  The register showing Directors' attendance at Board Meetings will be made available for inspection at the Annual General Meeting as required by Section 284(2) of the Companies and Allied Matters Act, 2020.

• Directors and their Interests

  The interests of Directors who served on the Board in the issued share capital of the Company during the financial year as recorded in the Register of Members and/or notified by the Directors for the purpose of Section 301 of the Companies and Allied Matters Act 2020 and in compliance with the listing requirements of the Nigerian Exchange Limited are as follows:

  S/No	Directors	As of 31st December 2025 No. of shares holding	As of 31st December 2024 No. of shares holding	As of 31st December 2025 Indirect shares	As of 31st December 2024 Indirect shares
  1.	F. Ajogwu, SAN (Prof)	Nil	Nil	Nil	Nil
  2.	H. Aswani	Nil	Nil	Nil	Nil
  3.	G. Sharma	Nil	Nil	Nil	Nil
  4.	A. Alli	Nil	Nil	Nil	Nil
  5.	M. Kabra	Nil	Nil	Nil	Nil
  6.	O. Johnson	Nil	10,000	Nil	Nil

  7.	E. Difom	Nil	Nil	Nil	Nil
  8.	N. Edozien	Nil	Nil	Nil	Nil
  9.	L. Breen	Nil	Nil	Nil	Nil
  10.	J. Hodgins	Nil	Nil	Nil	Nil
  11.	G. Wafer	Nil	Nil	Nil	Nil
  12.	V. Shobo	Nil	Nil	Nil	Nil
  13.	M.O Ayeni*	Nil	175,000	Nil	Nil
  14.	D. Singhal	Nil	Nil	Nil	Nil
  15.	J. Musunga	Nil	Nil	Nil	Nil
  16.	O. Oworu	Nil	Nil	Nil	Nil
  17.	B. Adesola	1,250	1,250	Nil	Nil

  *M.O. Ayeni resigned from the Board effective 31stAugust 2024 with 75,000 number of shareholding

• Directors interest in Contracts

  None of the Directors have notified the Company for the purpose of Section 303 of the Companies and Allied Matters Act 2020 of any declarable interest in contracts in which the Company is involved.

• Shareholding and Substantial Shareholders

  The Share Capital of the Company stands at N1,095,191,409.50 divided into 2,190,382,819 ordinary shares of 50 kobo each. As of 31stDecember 2025, the issued and fully paid-up share capital of the Company is 2,190,382,819 ordinary shares of 50 kobo each (2024: 2,190,382,819 ordinary shares of 50 kobo each).

  The Register of Members shows that the following shareholders held 5% and above of the issued share capital:

  • N-Seven Nigeria Limited (a subsidiary of Tolaram) with 1,552,042,799 ordinary shares (2024:Diageo Group's holds 1,207,943,368 ordinary shares) constituting 70.86% shareholding (2024: 58.02% Diageo shareholding).

  • Stanbic IBTC Nominees Nigeria Limited with 139,370,907 ordinary shares (2024: 170,089,934 ordinary shares) constituting 6.36% (2024: 7.77%).

  Tolaram is the parent company of N-Seven Nigeria Limited, and Mr. Aswani and Mr. Singhal who served as non-executive directors of Guinness Nigeria Plc during the year are representatives of Tolaram.

• CORPORATE GOVERNANCE REPORT

Good corporate governance practices constitute the hallmark of our corporate culture in Guinness Nigeria Plc. Our actions and interactions with our consumers, customers, employees, government officials, suppliers, shareholders, regulators and other stakeholders reflect our values, beliefs, and principles.

Our business is largely self-regulated, and we pride ourselves as leading our peers in the industry and in Nigeria in this regard. In addition to self-regulation at standards often above the minimum legal or regulatory requirements, we are committed to conducting business in line with best practice, in accordance with applicable laws and regulations in Nigeria, in line with the requirements of the Nigerian Exchange Limited (NGX) as well as in compliance with the Nigerian Code of Corporate Governance, 2018 (NCCG) and the Securities and Exchange Commission (SEC) Corporate Governance Guidelines for Public Companies in Nigeria, 2020 ("SCGG").

The Company complied with other corporate governance requirements during the year under review as set out below:

1. Board of Directors

   The Board is responsible for the oversight of the business' long-term strategy and objectives, and the oversight of the Company's risks while evaluating and directing implementation of Company controls and procedures including maintaining a sound system of internal controls to safeguard shareholders' investments and the Company's assets. There are currently four (4) standard scheduled Board meetings during each financial year, and additionally, the Board meets whenever required to ensure the discharge of its functions. In the past

   financial year, the Board met a total of eight (8) times to deliberate on matters related to the Company with active participation from all Directors. In line with its responsibilities, the Board also holds an annual Strategy session to consider the strategic goals of the business and ensure that the Company's resources are deployed efficiently towards actualizing these goals.

2. Composition of the Board of Directors and Procedure for Board Appointment.

   During the financial year 2025, the Board was composed of 13 non-executive directors including the Board Chair1, and 42executive directors3. Six (6) of the non-executive directors were independent as defined under the provisions of the Code of Corporate Governance 2018. The Board is independent of the Management of Guinness Nigeria Plc and its parent company, Tolaram; and the members of the Board are free from any constraints, which may materially affect the exercise of their judgement as directors of the Company.

   All directors are selected and appointed on the basis of core competencies that strengthens the capacity of the Board including experience in marketing, general operations, strategy, law, corporate governance and compliance, business consulting, technology, media or public relations, finance or accounting, retail, consumer products, international business/markets, diplomacy, public affairs and government relations, logistics, general management or other relevant experience. In addition to having one or more of these core competencies, candidates for appointment as Directors are identified and considered based on their knowledge, experience, integrity, diversity, leadership, reputation, and ability to understand and contribute to the enhancement of the Company's business.

3. Separation of the Position of Board Chair and Managing Director.

   In accordance with good corporate governance practices, the positions of the Managing Director and that of the Chair of the Board are occupied by different persons; and the Managing Director is responsible for the implementation of the Company's business strategy set by the Board and for the day-to-day management of the business.

4. Schedule of matters reserved for the Board

   The following are the matters reserved for the Board of Directors of the Company:

   1. Strategy and Management

      • Input into the development of the long-term objectives and overall commercial strategy for the Company.

      • Oversight of the Company's operations.

      • Review of performance in the light of the Company's strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.

      • Extension of the Company's activities into new business or geographic areas.

      • Any decision to cease to operate all or any material part of the Company's business.

   2. Structure and Capital

      • Changes relating to the Company's capital structure including reduction of capital, share issues (except under employee share plans) and share buy backs.

      • Major changes to the Company's corporate structure.

      • Changes to the Company's management and control structure.

      • Any changes to the Company's listing or its status as a publicly listed company.

        1Dr. Omobola Johnson served as Board Chair until her resignation effective on 28thJanuary 2025 and Prof. Fabian Ajogwu, SAN was appointed as Chairman with effect from 29thJanuary 2025.

        2Mr. Bayo Alli served as the Managing Director/CEO of the Company until his resignation effective on 31stSep 2024. Mr Emmanuel Difom also served as Finance and Strategy Director until his resignation effective 31stOct 2024

        3Following the resignation of Mr Alli and Mr Difom, Mr Girish Sharma was appointed as Managing Director/CEO of the Company effective 30thSeptember 2024 and Mr Mayank Kabra was appointed as Finance and Strategy Director effective 1stNovember 2024.

   3. Financial Reporting and Controls

      • Approval of preliminary announcements of interim and final results.

      • Approval of the annual report and accounts, including the corporate governance statement

      • Approval of the dividend policy.

      • Declaration of the interim dividend and recommendation of the final dividend.

      • Approval of any significant changes in accounting policies or practices.

      • Approval of treasury policies including foreign currency exposure.

   4. Internal controls

      Ensuring maintenance of a sound system of internal control and risk management including:

      • Receiving reports from the Finance, Audit and Risk Committee and reviewing the effectiveness of the Company's risk and control processes to support its strategy and objectives.

      • Undertaking an annual assessment of these processes through the Finance, Audit and Risk Committee; and

      • Approving an appropriate statement for inclusion in the annual report.

   5. Contracts

      • Major capital projects.

      • Contracts which are material strategically or by reason of size, entered into by the Company in the ordinary course of business, for example bank borrowings and acquisitions or disposals of fixed assets of amounts above the threshold reserved for executive directors under the Schedule of Limits and Authorities.

      • Contracts of the Company (or any subsidiary) not in the ordinary course of business, for example, loans and repayments; foreign currency transactions and major acquisitions or disposals of amounts above the thresholds reserved for Executive directors under the Schedule of Limits and Authorities.

      • Major investments including the acquisition or disposal of interests of more than five (5) percent in the voting shares of any company or the making of any takeover offer.

   6. Communication

      • Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.

      • Approval of all circulars and listing particulars (approval of routine documents such as periodic circulars about scrip dividend procedures or exercise of conversion rights could be delegated to a committee).

      • Approval of press releases concerning matters decided by the Board.

   7. Board membership and other appointments

      • Changes to the structure, size, and composition of the Board, following recommendations from the Nominations, Governance and Remuneration Committee.

      • Ensuring adequate succession planning for the Board and senior management following recommendations from the Nominations, Governance and Remuneration Committee.

      • Appointments to the Board, following recommendations by the Nominations, Governance and Remuneration Committee.

      • Approval of appointment of the Chairman of the Board following recommendations by the Nominations, Governance and Remuneration Committee.

      • Appointment of non-executive directors including independent directors following recommendations by the Nominations, Governance and Remuneration Committee.

      • Membership and Chairmanship of Board Committees.

      • Continuation in office of Directors at the end of their term of office, when they are due to be re-elected by shareholders at the Annual General Meeting and otherwise as appropriate

      • Continuation in office of non-executive directors at any time.

      • Appointment or removal of the Company Secretary following recommendations by the Nominations, Governance and Remuneration Committee.

      • Appointment, reappointment, or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Finance, Audit and Risk Committee.

   8. Remuneration

      • Approval of the remuneration policy for the directors, Company Secretary and other senior executives following recommendations by the Nominations, Governance and Remuneration Committee.

      • Approval of the remuneration of the non-executive directors, subject to the Articles of Association and shareholder approval as appropriate following recommendations by the Nominations, Governance and Remuneration Committee.

      • The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval following recommendations by the Nominations, Governance and Remuneration Committee.

   9. Delegation of Authority

      • The division of responsibilities between the Board Chair and the Chief Executive Officer, which should be in writing.

      • Approval of terms of reference of Board Committees.

      • Receiving reports from Board Committees on their activities.

   10. Corporate Governance Matters

       • Undertaking a formal and rigorous review of its own performance, that of its Committees and individual Directors.

       • Determining the independence of Directors.

       • Considering the balance of interests between shareholders, employees, customers and the community.

       • Review of the Company's overall corporate governance arrangements.

       • Receiving reports on the views of the Company's shareholders.

5. Induction and Training

   The Company has in place a formal induction program for newly appointed Directors. As part of this induction, each new Director is provided with core materials and mandated to complete a series of introductory meetings to acquire requisite knowledge about the Company's business and familiarity with the Chairman and senior management team. Newly appointed Directors are also conducted round the production facilities of the Company to gain first-hand knowledge of the production process and the emphasis placed on health and safety by the Company.

   The Nominations, Governance and Remuneration Committee is responsible for evolving a continuing education programme to ensure existing Directors stay current with the Company's business and objectives as well as relevant industry information and other external factors such as corporate governance requirements and best practices. As part of the programme, Directors go through the annual Board training session once a year, which covers topical issues affecting the Company's operations and the directors' roles on the Board. The Board is also encouraged to attend appropriate continuing capacity enhancement programmes which would be beneficial to the Company and the Directors' service on the Board.

6. Performance Evaluation Process

   The Board established a system to undertake a formal and effective annual evaluation of its performance and that of its Committees, the Board Chair, and the individual directors. The assessment is conducted to ensure the Board, Committees, and individual directors are effective and productive and to identify opportunities for

   improvement, especially in the light of the constantly changing dynamics of the business world and the industry in which the Company operates.

   In 2025, the firm of DCSL Corporate Services Ltd was engaged as external Consultants to carry out the Performance Evaluation of the Board and Corporate Governance audit of the Company for the year ended 31stDecember 2025.

   The review of the Consultants showed that the Board is committed to ensuring the implementation of best corporate governance practices and adherence to the principles enshrined in the NCCG and the SCGG as well as globally accepted best practices. The Board is committed to ensuring observance of the highest ethical standards and transparency in the conduct of the Company's business.

7. Attendance at Board Meetings

   The Board held six (6) standard quarterly meetings and two (2) exceptional meetings during the 2025 financial year. The following table shows the membership and attendance of Directors at Board meetings during the 2025 financial year:

   Directors	25/07/24 Quarterly Board Meeting	26/09/24 Exceptional Board Meeting	23/10/24 Quarterly Board Meeting	22/01/25 Quarterly Board Meeting	23/ 04/25 Quarterly Board Meeting	24/ 07/25 Quarterly Board Meeting	22/10/25 Quarterly Board Meeting	24/11/25 Exceptional Board Meeting	Total Number of meetings Attended
   *O. Johnson (Dr.)	P	P	P	P	N/A	N/A	N/A	N/A	4
   **F. Ajogwu, SAN (Prof.)	P	P	P	P	P	P	P	P	8
   ***H. Aswani	N/A	N/A	P	P	P	P	P	P	6
   ****A. Alli	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   *****G. Sharma	N/A	N/A	P	P	P	P	P	P	6
   ******E. Difom	P	P	P	N/A	N/A	N/A	N/A	N/A	3
   *******M. Kabra	N/A	N/A	N/A	P	P	P	P	P	5
   ********V . Shobo (Mrs.)	N/A	P	P	P	P	P	P	P	7
   ********* O. Adesola (Mrs.)	N/A	N/A	N/A	N/A	P	P	P	P	4
   ********* *N. Edozien (Ms.)	P	P	P	N/A	N/A	N/A	N/A	N/A	3

   ********* **J. Hodgins	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   ********* **L. Breen	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   ********* **G. Wafer (Mrs.)	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   ********* ***M.O. Ayeni (Mrs.)	P	N/A	N/A	N/A	N/A	N/A	N/A	N/A	1
   ********* ****O. Oworu (Mrs.)	N/A	N/A	N/A	N/A	P	P	P	P	4
   ********* *****D. Singhal	N/A	N/A	P	P	P	P	P	P	6
   ********* *****J. Musunga	N/A	N/A	P	P	P	P	P	P	6

   * O. Johnson (Dr) retired from the Board as Board Chair effective 28thJanuary 2025

   **F. Ajogwu (Prof.) was appointed as Chairman effective 29thJanuary 2025

   ***H. Aswani was appointed as Vice Chairman effective 30thSeptember 2024

   ****A. Alli resigned from the Board as MD/CEO effective 30thSeptember 2024

   *****G. Sharma was appointed as MD/CEO effective 30thSeptember 2024

   ******Emmanuel Difom resigned from the Board as Executive Director effective 31stOctober 2024

   *******Mayank Kabra was appointed as Executive Director effective 1stNovember 2024

   ********V. Shobo (Mrs.) was appointed to the Board effective 1stSeptember 2024

   *********O. Adesola (Mrs.) was appointed to the Board effective 1stFebruary 2025

   **********N. Edozien (Ms.) retired from the Board effective 27thNovember 2024

   ***********L. Breen, G. Wafer (Mrs.), J. Hodgins (Ms.) resigned from the Board effective 30thSeptember 2025

   ************M.O Ayeni (Mrs.) resigned from the Board effective 31stAugust 2024

   *************O. Oworu (Mrs.) was appointed effective 1stFebruary 2025

   **************D. Singhal and J. Musunga were appointed effective 30thSeptember 2024

   * P- Present

   N/A - Not Applicable as Director did not hold this office at the time

8. Board Committees

   During the financial year under review the Board in line with its responsibilities for the performance and affairs of the Company maintained its established Board Committees in line with the Nigerian Code of Corporate Governance 2018. As at the date of this report, the Company has in place, the following Board Committees:

   a. Nominations, Governance and Renumeration Committee

   Among other responsibilities, the Nominations, Governance and Remuneration Committee is charged with instituting a transparent procedure for the appointment of new directors to the Board and making recommendations to the Board regarding the tenures, re-appointment, and remuneration of Non-Executive Directors on the Board.

   The Committee carried out its responsibilities within the year in line with the provisions of the Nigerian Code of Corporate Governance of 2018. The Committee provides regular written reports highlighting its deliberations and recommendations to the Board on a quarterly basis.

   The Committee comprised the following members during the financial year:

   Ms. Joan Hodgins - Committee Chair* (Ceased to be a member w.e.f 30thSeptember 2024) Prof. Fabian Ajogwu, SAN - Committee Chair** (Ceased to be a member w.e.f 29thJanuary 2025) Mrs. Bola Adesola - Committee Chair***

   Ms. Grainne Wafer - Member (Ceased to be a member w.e.f 30thSeptember 2024) Mr. Harkishin Aswani - Member

   Mr. Deepak Singhal - Member

   Mrs. Olusola Oworu Member****

   *Ms. Joan Hodgins was Committee Chair for the Committee meeting held in July 2024 following which she resigned from the Board

   **Prof. Ajogwu was Committee Chair for the Committee meetings held on October 2024 and January 2025, during the financial year, following which he exited the Committee upon his appointment as Chairman of the Board

   ***Following her appointment to the Board effective 1stFebruary 2025, Mrs. Bola Adesola was Committee Chair for the NGRC meetings between April and December 2025.

   ****Following her appointment to the Board effective 1stFebruary 2025 and to the Committee in April 2025, Mrs. Olusola Oworu was a member of the Committee from July to December 2025.

   The Committee met Six (6) times during the year. The following table shows the attendance of the members of the Committee at the meetings:

   	Directors	18/07/24 Quarterly Committee Meeting	18/10/24 Quarterly Committee Meeting	16/ 01/25 Quarterly Committee Meeting	17/ 04/25 Quarterly Committee Meeting	17/07/25 Quarterly Committee Meeting	16/10/25 Quarterly Committee Meeting	Total Number of meetings Attended
   1	F. Ajogwu, SAN (Prof.)	P	P	P	N/A	N/A	N/A	3
   2	B. Adesola	N/A	N/A	N/A	P	P	P	3
   3	J. Hodgins	P	N/A	N/A	N/A	N/A	N/A	1
   4	G. Wafer	P	N/A	N/A	N/A	N/A	N/A	1
   5	H. Aswani	N/A	P	P	P	P	P	5
   6	O. Oworu	N/A	N/A	N/A	N/A	P	P	2
   7	D. Singhal	N/A	P	P	P	P	P	5

   * P- Present

   N/A - Not Applicable as Director did not hold this office at the time

   • Finance, Audit and Risk Committee

   The Finance, Audit and Risk Committee continued to discharge its role and responsibilities in line with the provisions of the NCCG. The Committee is responsible for monitoring the integrity of the financial statements of the Company and reviewing the effectiveness of the Company's internal control and risk management system. It performs the Board audit functions among other responsibilities. The Committee comprises of five (5) Non-Executive Directors who are mostly independent and with a wide range of financial, commercial, and international experience. Members of the Committee as reconstituted and who served during the year are:

   M.O. Ayeni (Mrs.) - Committee Chair* Vivien Shobo (Mrs.) - Committee Chair**

   N. Edozien (Ms.) - Member (ceased to be a member w.e.f 27thNovember 2024) Prof. F. Ajogwu - Member (ceased to be a member w.e.f 29thJanuary 2025)

   L. Breen - Member (ceased to be a member w.e.f 30thSeptember 2024)

   Deepak Singhal - Member Bola Adesola - Member John Musunga - Member

   *Mrs. Yemisi Ayeni was Committee Chair for the Committee meetings held in July 2024 following which she resigned from the Board effective 31stAugust 2024

   **Following her appointment to the Board effective 1stSeptember 2024, Mrs. Vivien Shobo was Committee Chair for the FARC meetings.

   The Committee met Nine (9) times during the year. The following table shows the attendance of the members of the Committee at the meetings:

   S/No	Directors	02/07/24 Exception al Committ ee Meeting	24/07/24 Quarterly Committ ee Meeting	18/ 09/24 Exception al Committ ee Meeting	22/10/24 Quarterly Committ ee Meeting	21/ 01/25 Quarterly Committ ee Meeting	22/ 04/25 Quarterly Committ ee Meeting	23/ 07/25 Quarterly Committ ee Meeting	17/ 10/25 Quarterly Committ ee Meeting	03/ 12/25 Exception al Committ ee Meeting	Total Number of meetings Attended
   1	Y.A. Ayeni (Mrs.)	P	P	N/A	N/A	N/A	N/A	N/A	N/A	N/A	2
   2	N. Edozien (Ms.)	P	P	P	P	N/A	N/A	N/A	N/A	N/A	4
   3	Prof. F. Ajogwu	P	P	P	P	P	N/A	N/A	N/A	N/A	5
   4	V. Shobo (Mrs)	N/A	N/A	P	P	P	P	P	P	P	7
   5	B. Adesola (Mrs)	N/A	N/A	N/A	N/A	N/A	P	P	P	P	4
   6	O. Oworu (Mrs)	N/A	N/A	N/A	N/A	N/A	P	P	A	P	3
   7	D. Singhal* *	N/A	N/A	N/A	N/A	N/A	P	P	A	P	3
   8	J. Musung a	N/A	N/A	N/A	A	P	P	P	P	P	5
   9	L. Breen	P	P	P	N/A	N/A	N/A	N/A	N/A	N/A	3

   * P- Present

   * A - Absent

   N/A - Not Applicable as Director did not hold this office at the time

   ** Mr. Singhal was absent from the October 2025 meeting due to a technical error with the meetings platform.

   Each of the Committee's meetings was attended by the Finance and Strategy Director, the Head, Management Assurance Cell, the Legal Director and the Head of Corporate Security; and each provided updates and assurances to the Committee on the adequacy of the actions being taken to mitigate any risks identified in the areas of the business they are responsible for. The engagement partner of the external auditors, PwC, was also present with other key members of his team. Other senior management members were invited from time to time to brief the Committee on agenda items related to their areas of responsibilities.

   During the year, the Committee reviewed the Company's quarterly financial reports, the annual report and accounts and the management letter before recommending their approval to the Board. The Committee also reviewed the critical accounting policies, judgements and estimates applied in the preparation of the financial statements.

   Similarly, the Committee reviewed reports on significant tax risks, management of the risk of fraud, risks relating to the festive period during the financial year, other current and emerging risk issues affecting the Company's operations, as well as the related controls and assurance processes designed to manage and mitigate such risks. The focus of the Committee also included the risks posed to the Company by the security situation across the company's operational sites as well as the inflationary trends within the country's macroeconomy. This is in addition to receiving regular updates on the Company's controls and governance environment.

   The Committee reviews the plans of both the internal and external auditors and approves the plans at the beginning of the financial year. The Board was kept updated and informed at its regular quarterly meetings of the activities of the Finance Audit and Risk Committee through the minutes of the Committee meeting and verbal updates provided to the Board by the Chair of the Committee which is included as a regular item on the agenda of Board meetings.

   • Statutory Audit Committee

   The Company has a Statutory Audit Committee set up in accordance with the provisions of the Companies and Allied Matters Act. The Committee consists of five members comprising of three elected members representing shareholders and two non - executive directors. The membership of the Statutory Audit Committee is in accordance with the provisions of applicable extant laws from time to time. The Committee evaluates annually the independence and performance of external auditors, receives the interim and final audit presentation from the external auditors and reviews with management and the external auditors the annual audited financial statements before its submission to the Board.

   During the year, the Committee reviewed and approved the audit plan and scope of the external auditors for the financial year and reviewed the quarterly and half-yearly financial results before presentation to the Board. The Committee also makes recommendations to the Board on the appointment and remuneration of external auditors and received reports from Management on the accounting system and internal controls framework of the Company. The members of the Committee also periodically participate in training sessions specifically targeted at improving their performance and oversight capacity.

   The members of the Statutory Audit Committee during the 2025 financial year are as follows:

   M. O. Igbrude - Chairman/Shareholder

   G. O. Ibhade - Shareholder

   J. O. Adewuyi (Mrs.) - Shareholder

   N. Edozien (Ms.) - Independent Non-Executive Director (Ceased to be a member w.e.f 27thNovember 2025)

   M.O. Ayeni (Mrs.) - Independent Non-Executive Director (Ceased to be a member w.e.f 31stAugust 2025)

   O. Oworu (Mrs.) - Independent Non-Executive Director (Appointed a member w.e.f 1stFebruary 2025)

   V. Shobo (Mrs.) - Independent Non-Executive Director (Appointed a member w.e.f 1stSeptember 2024)

   The Committee met Seven (7) times during the year. The following table shows the attendance of the members of the Committee at the meetings:

   S/NO	Members	24/07/24 Quarterly Committee Meeting	22/10/24 Quarterly Committee Meeting	21/ 01/25 Quarterly Committee Meeting	22/ 04/25 Quarterly Committee Meeting	23/ 07/25 Quarterly Committee Meeting	28/ 07/25 Exceptional Committee Meeting	22/ 04/25 Quarterly Committee Meeting	Total Number of meetings Attended
   1	M. O. Igbrude	P	P	P	P	P	P	P	7
   2	G. O. Ibhade	P	P	P	P	P	P	P	7
   3	J.O. Adewuyi	P	P	P	P	P	P	P	7
   4	O. Oworu (Mrs)	N/A	N/A	N/A	P	P	P	P	4
   5	Vivien Shobo	N/A	P	P	P	P	A	P	5
   6	N. Edozien (Ms.)	P	P	N/A	N/A	N/A	N/A	N/A	2
   7	M.O. Ayeni (Mrs.)	P	N/A	N/A	N/A	N/A	N/A	N/A	1

   * P- Present A - Absent

   N/A - Not Applicable as Director did not hold this office at the time

   • Special Projects Committee

   The Special Projects Committee was set up in accordance with the provisions of the Company's Articles of Association and the Companies and Allied Matters Act 2020 and has as oversight responsibilities in relation to special projects to be undertaken by the business.

   During the financial year under review, this Committee did not meet as there were no relevant special project matters for consideration.

9. Code of Business Conduct and Code of Governance for Directors

   As a responsible member of the corporate community in which we operate, our mission extends beyond achieving excellence in performance and profitability. While we remain deeply focused on being the best-performing consumer products company, we are equally dedicated to realising our ambition of building for more for Guinness Nigeria Plc to become greatly treasured by all our stakeholders as Nigeria's premier and most celebrated Total Alcohol Beverage company.

   Our organisation is built on a strong foundation of ethical business practices, integrity, and accountability. We recognise that long-term success is only sustainable when it is achieved responsibly and that is why we are committed to conducting our operations in ways that protect and enhance the entire value chain; from our employees, partners, and suppliers to our customers and the communities we serve. This is captured in our Code of Business Conduct (CoBC).

   Guinness Nigeria Plc's Code of Business Conduct (CoBC) which is applicable to all employees, directors, and external partners highlights how each individual upholds integrity and highest standards of quality in business operations, ensures workplace safety, promotes inclusivity and diversity, and embeds sustainability into every facet of our business. Additionally, it highlights our culture of Ownership and Integrity which ties into our core values of Trust, Commitment, Respect, Courage and Humility.

   Our CoBC covers salient topics which include Health, Safety and Personal Security, Countering Corruption, Responsible Drinking, Illicit Trade, Discrimination and Human Rights, Information Management and Security,

   Quality, Insider trading, Conflict of Interest, Competition and Anti-Trust, Data Privacy, Relationships with customers, suppliers and other business partners, External Communications, and social media amongst others. Integrity, fairness and transparency are the principles that we abide by in all our business dealings as entrenched in our CoBC and in line with international best practices. Training, awareness and communication programmes as well as compliance monitoring mechanisms are in place to ensure that all relevant stakeholders remain aware of and continue to comply with the provisions of our CoBC and policies.

   During the financial year, we sustained continuous engagements with our people (contractors and employees) in building understanding of our Code, Policies and Corporate Governance principles and to further embed our ethical standards in their daily activities. This way, we believe that they will choose to do the right thing every day, everywhere, and at all times.

   Key policies covered in these engagements are Conflict of Interest Declaration, Dignity at Work, Data Privacy, Information Management and Security, Countering Corruption, Health, Safety and Wellbeing, Competition, and Responsible Drinking.

   All employees (inclusive of the directors and contractors) recertify their commitment to the CoBC periodically and completed the mandatory policy trainings rolled out by the Management Assurance Team. We also have a framework where conflict of interest declarations can be submitted on a rolling basis, at any point in time within the financial year.

   We have also created and continually work to sustain a culture in which employees feel comfortable raising concerns about potential breaches of our CoBC or policies. We expect all employees and external stakeholders who suspect a breach to report it immediately, either through a confidential and independently managed whistleblowing platform - VoiceUp, to their Line Managers, a member of the Management Assurance Cell, Human Resource Business Partners, Legal Managers or their most senior Guinness Nigeria contact.

   Our approach to breach management is stated in the Guinness Nigeria Breach Management Standard and the Guinness Nigeria Disciplinary Policy. All allegations received are treated with utmost confidentiality, investigated within set timeframe and addressed promptly. We monitor breaches to identify trends or common areas where further action may be required, and cascade learnings to all employees.

10. Statement of Company's Risk Management Policies and Practices

The Board of Directors have the responsibility of ensuring the maintenance of a sound system of internal control and risk management which it does through its Finance, Audit and Risk Committee. In compliance with the requirements of the NCCG and with extant regulations as may be revised from time to time, Management provided assurances to the Board during the financial year that the risk management, control and compliance systems in Guinness Nigeria Plc are operating efficiently and effectively. These assurances are examined critically by the Board through its Finance, Audit and Risk Committee at its quarterly meetings and its findings are reported to the Board on a quarterly basis.

Guinness Nigeria Plc's approach to risk management is in line with the Guinness Nigeria Risk Management Standard. On an annual basis, we undertake a holistic risk mapping and assessment to identify top internal and external existing or emerging risks which are thereafter ranked based on their likelihood of occurrence and their impact on the business. These risks are assigned to specific owners who are then tasked with ensuring that robust plans are in place to mitigate these risks or prevent them from crystalizing. These risks and mitigation plans are reviewed on a quarterly basis at the Risk Management Committee (RMC) meeting which is chaired by the Managing Director and comprises the Functional Directors and other extended leadership team members.

We have continued to sustain a strong control program through our internal control's framework, which complies with Internal Control over Financial Reporting requirements, and which also ensures Guinness Nigeria Plc complies with all relevant legislations.

Operational flexibility and the ability to quickly adapt to change are now critical success factors for any business, particularly on account of the heightened national security issues and the significant inflationary environment in our business world. Guinness Nigeria Plc continues to improve its flexibility and implement strategies that enable the business to adapt to the changes that are continuously happening in the economy.

During the outgoing year, the Board ensured that all emerging risks were carefully identified and managed with periodic risk deep dives, to ensure our robust control environment and the assurance program remains effective while adapting to the rapid changes that the business experienced.

There remains a regular review and monitoring of the overall risk and control environment of the business by the Risk Management Committee at management level and by the Finance, Audit and Risk Committee of the Board; and implementation of Crisis Management and Business Continuity Plans which are periodically tested for effectiveness.

Compliance

Responsible business practices serve as the foundation of our Company's success and is imperative to protecting our value chain and the communities in which we operate. We nurture a culture of ethical leadership and integrity in our diverse, skilled workforce committed to serving all those who count on us to provide high-quality, safe and reliable products. Whether we are seeking to protect the data and privacy of our business partners and consumers, being transparent about our business activities, engaging with suppliers or assessing options for safe and ethical decision-making, we seek to sustain the trust earned over the course of our 75 years of business operations in Nigeria.

Ethics and Anti-Corruption

Guinness Nigeria has a Countering Corruption Policy (also known as Antibribery and Corruption Policy), and a Competition Policy which all employees must comply with. As a subset of the Countering Corruption Policy is the Gifts and Entertainment Rules which provides mandatory guidance on giving and receiving of gifts and entertainment to mitigate against the risks of conflict of interest and engaging favors for payments, especially to Government Officials.

Our employees, business partners, including customers and vendors, are constantly engaged on our countering corruption drive through policy training, onboarding programs, contracts or policy refresh activities.

Transparent Grievance Mechanism Process

Our internal and external reporting and complaints channels are supported by a whistleblowing platform set up to encourage employees and external partners to anonymously report infringements of our Code of Business Conduct, internal standards, or applicable laws. Improper conduct is never in Guinness Nigeria's interest and being fully aware that improper conduct can damage our reputation and trustworthiness, we ensure all our employees place great importance on ethically impeccable norms.

Through the whistleblowing channel, employees and all stakeholders are advised to report unethical or unlawful behavior and actual or suspected breaches of any internal policy or law and regulation that can undermine our integrity or that may pose a threat to our business. Employees may report to: Line Managers, Legal, Corporate Security, Human Resources, Management Assurance Cell or via the dedicated whistleblowing platform - VoiceUp(http://voiceupguinness.ng/). External stakeholders are also encouraged to report actual or suspected breaches via the aforementioned VoiceUp platform or to their most senior Guinness Nigeria contact.

Diversity and Inclusion

At Guinness Nigeria, we understand that for us to thrive and achieve our goal as Nigeria's premier and most celebrated Total Beverage Alcoholic Company, we must build a diverse and inclusive workforce that reflects the totality of our customer and consumer base. We believe we have a stronger company when the diversity of our employees reflects the customer, communities and people who are bonded by our products.

We are aware that teams consisting of persons with varying opinions and experiences generate more insights and ideas. By sharing candid, collaborative and productive conversations we can solve our toughest challenges. For Guinness Nigeria Plc, diversity is viewed as an enabler for organizational growth and sustenance, and we possess overarching values and purpose that accommodate and respect the contribution of each team member.