Nigerian Breweries Plc- nccg corporate governance report 2025

S/No.

Items

Details

i.

Company Name

Nigerian Breweries Plc

ii.

Date of Incorporation

16th November 1946

iii.

RC Number

613

iv.

License Number

FRC/2012/00000000264

v.

Company Physical Address

Iganmu House, 1 Abebe Village Road, Iganmu, Lagos

vi.

Company Website Address

https://www.nbplc.com

vii.

Financial Year End

31 December

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.

Heineken N.V., The Netherlands

ix.

Name and Address of Company Secretary

Uaboi G. AGBEBAKU, Esq

Iganmu House, 1 Abebe Village Road, Iganmu, Lagos

x.

Name and Address of External Auditor(s)

KPMG Professional Services

KPMG Tower

Bishop Aboyade Cole Victoria Island, Lagos PMB 40014, Falomo lkoyi, Lagos

Nigeria

xi.

Name and Address of Registrar(s)

First Registrars and Investor Services Limited

2, Abebe Village Road, Iganmu, Lagos

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

Uaboi G. AGBEBAKU, Esq IR.NBPlc@heineken.com;

xiii.

Name of the Governance Evaluation Consultant

External evaluation not due during this period

xiv.

Name of the Board Evaluation Consultant

External evaluation not due during this period

S/No.

Names of Board Members

Designation (Chairman, MD, INED, NED,

ED)

Gender

Date First Appointed/ Elected (effective date)

Remark

1.

Mrs. Juliet C. ANAMMAH

Chairman (INED)

Female

1st January 2022 (as a board member)

1st January 2025 (as Board Chair)

Nigerian

2.

Mr. Thibaut F.B. BOIDIN

MD/ED

Male

1st July 2025

French

3.

Mrs. Olufunmilayo A. AKANDE

INED

Female

20th February 2025

Nigerian

4.

Mrs. Adeyinka O. AROYEWUN

INED

Female

1st January 2019

Nigerian

5.

Mr. Guillaume DUVERDIER

NED

Male

30th July 2025

French

6.

Mrs. Maria KARASEVA

ED

Female

1st September 2025

Russian

7.

Mrs Stella OJEKWE-ONYEJELI

INED

Female

1st January 2024

Nigerian

8.

Mr. Jaap A.A. OVERMARS

NED

Male

25th October 2023

Dutch

9.

Mr. Roland PIRMEZ

NED

Male

1st September 2015

Belgian

10.

Mr. Ibrahim A. PURI

NED

Male

1st August 2022

Nigerian

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.

Mrs. Juliet C. ANAMMAH

6

6

None

Board Chair

Not Applicable

Not Applicable

2.

Mr. Thibaut F.B. BOIDIN

6

3**

Risk Management and Sustainability

Member

4

2***

3.

Mrs. Olufunmilayo A. AKANDE

6

5**

Statutory Audit

Member

4

3***

4.

Mrs. Adeyinka O. AROYEWUN

6

6

Governance & Ethics

Chair

5

5

5.

Mr. Guillaume DUVERDIER

6

2**

Risk Management and Sustainability

Member

4

1***

6.

Mrs. Maria KARASEVA

6

2

None

Not Applicable

Not Applicable

Not Applicable

7.

Mrs Stella OJEKWE-ONYEJELI

6

6

Risk Management and Sustainability

Chair

4

4

8.

Mr. Jaap A.A. OVERMARS

6

6

Audit

Member

4

4

9.

Mr. Roland PIRMEZ

6

6

Governance & Ethics

Member

5

1****

Risk Management and Sustainability

Member

4

1*****

10.

Mr. Ibrahim A. PURI

6

6

Governance & Ethics

Member

5

5

S/No.

Names

Position Held

Gender

1.

Mr. Thibaut F.B. Boidin

Managing Director/CEO

Male

2

Uaboi G. Agbebaku, Esq.

Company Secretary/Legal Director

Male

3.

Mrs. Sarah Agha

Marketing Director

Female

4.

Mr. Federico Agressi

Supply Chain Director

Male

5.

Mrs. Philomena Aneke

Digital and Technology Director

Female

6.

Mrs. Maria Karaseva

Finance Director

Female

7.

Mr. Uzodinma Odenigbo

Corporate Affairs Director

Male

8.

Mrs. Grace Omo-Lamai

Human Resource Director

Female

9.

Mr. Emmanuel O. Oriakhi

Sales Director

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

"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"

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 has an approved Charter, which specifies the roles and responsibilities of the Board. Other items covered in the Charter include composition, meetings, committees of the Board, tenure, sitting allowance and fees, code of ethics and delegation of authority framework.

The Charter was last reviewed in October 2025.

Principle 2: Board Structure and Composition

"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 "

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

Each Director has at least a graduate level qualification and more than two decades of experience in relevant areas to the Company's business. These include law, corporate governance, supply chain, finance & accounting, commerce, taxation, risk management, entrepreneurship, strategy and business administration.

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

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

Yes. The company has a Board approved Diversity, Equity and Inclusion Policy. The Policy was updated in October 2025, and it applies to the Board and employees of the Company. The Board has five (5) female Board Members, including the Board Chair. Members are in their 40s, 50s, and 60s. The Board is also composed of Directors with different local and international cultural background and work experience.

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

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

1. Mrs Juliet C. ANAMMAH

   1. Golden Penny Foods Limited (formerly Flour Mills of Nigeria Plc);

   2. Accion Microfinance Bank. c.

2. Mrs Stella OJEKWE-ONYEJELI

   Coronation Insurance Plc.

3. Mr. Thibaut BOIDIN

   1. Nigerian Breweries - Felix Ohiwerei Education Trust Fund (Nigerian Breweries Plc' wholly-owned trust fund); and

   2. Progress Trust (CPFA) Limited (wholly owned subsidiary of Nigerian Breweries Plc).

4. Mrs Maria KARASEVA

   1. Progress Trust (CPFA) Limited (wholly owned subsidiary of Nigerian Breweries Plc);

   2. Nigerian Breweries - Felix Ohiwerei Education Trust Fund (wholly owned by Nigerian Breweries Plc).

Principle 3: Chairman

"The Chairman is responsible for providing overall

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

If yes, list them.

No. The Chairman is neither a member nor a Chair of any of the Board Committees.

Principles

Reporting Questions

Explanation on application or deviation

leadership of the Company

and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

ii) At which Committee meeting(s) was the

Chairman in attendance during the period under review?

The Board Chair did not attend any Board

Committee meeting during the period under review.

iii) Is the Chairman an INED or a NED?

The Board Chair is an Independent Non-Executive

Director.

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 Board Chair is not a former MD/CEO or

Executive Director of the Company.

v) When was she appointed as Chairman?

She was appointed the Chairman of the Board of

Directors effective 1st January 2025.

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No

If yes, specify which document

Yes, the Board Chair's roles and responsibilities are

contained in the Board approved 'Profile of the Board Chairman'.

Principle 4: Managing Director/ Chief Executive Officer

"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"

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 MD has a contract of employment. The authority and relationship of the MD/CEO with the Board is further set out in the Board-approved Delegation of Authority Framework or Matrix ("Authority Matrix") which is incorporated in the Board's Charter. The MD/CEO has the authority to take decisions on:

• Key corporate policies for IT, Procurement, Sales, Marketing, and Legal; - Certain levels of capital and operating expenditure;

• Certain short-term borrowing; and - Appointment, remuneration and performance management of senior management employees (excluding EDs).

Other responsibilities of the MD/CEO and the Management Team are also set out in the Executive Committee ("ExCo") Charter updated by the Board in July 2025.

ii) Does the MD/CEO declare any conflict of

interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The MD/CEO made a declaration (No conflict of

interest) when he was appointed on 1st July 2025. He also completes an annual disclosure of interest form at the end of each year. He is also required to disclose any conflicts as they occur

The Company has a Board Conflict-of-Interest Policy which applies to all members of the Board. The Policy details a comprehensive structure for identifying, disclosing, and addressing actual, potential, or perceived cases of conflict of interest.

The Policy prescribes that directors should disclose on appointment all affiliations, financial interests, and potential conflicts.

The Directors are also required to make conflicts disclosures annually or upon the occurrence of an actual or potential conflict.

iii) Which of the Board Committee meetings

did the MD/CEO attend during the period under review?

Risk Management and Sustainability Committee

iv) Is the MD/CEO serving as NED in any other

company? Yes/no.

If yes, please state the company(ies)?

Yes. The MD/CEO serves as the Chairman/Trustee of

the The-Nigerian Breweries - Felix Ohiwerei Education Trust Fund and Chairman of the Board of Progress Trust (CPFA) Limited.

Yes. Progress Trust (CPFA) Limited is wholly owned

subsidiary of Nigerian Breweries Plc and was formed with the approval of the Board.

The Board of Nigerian Breweries approves the

Principles

Reporting Questions

Explanation on application or deviation

v) Is the membership of the MD/CEO in these

companies in line with the Board-approved policies? Yes/No

reconstitution of the Board of Trustees on an annual

basis.

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs have contracts of employment?

Yes/no

Yes. The two EDs on the Board of Nigerian Breweries have contracts of employment with the Company

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. Their contracts of employment state their

position as EDs while their roles and responsibilities are set out in their respective Job Descriptions.

Further, their roles and responsibilities as part of the Management Team/ExCo are set out in the ExCo Charter.

iii) Do the EDs declare any conflict of interest

on appointment, annually, thereafter and as they occur? Yes/No

Yes. The EDs declare any conflict of interest at the

point of appointment. In line with the Company's Policy on Conflicts of Interest, they also complete an annual disclosure of interest form as well as disclose any conflict as it.

iv) Are there EDs serving as NEDs in any other

company? Yes/No

If yes, please list

Yes.

Mrs Maria Karaseva (Finance Director) serves on the Boards of:

1. Progress Trust (CPFA) Limited - a subsidiary of Nigerian Breweries Plc.

2. The Nigerian Breweries - Felix Ohiwerei Breweries Education Trust Fund (an Incorporated Trustee) wholly owned by Nigerian Breweries Plc.

v) Are their memberships in these companies

in line with Board-approved policy? Yes/No

Yes. The companies/entities are fully owned by

Nigerian Breweries Plc and were set up by its Board who also authorise the EDs to be members of the boards of those entities.

With particular reference to the Nigerian Breweries -Felix Ohiwerei Education Trust Fund, the Board of Nigerian Breweries Plc reconstitutes the Board of Trustees on an annual basis.

Principle 6: Non-Executive Directors

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board

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

Yes, their roles and responsibilities are contained in their letters of appointment, the Board Charter and the Company's Articles of Association.

The Board Charter state their roles and responsibilities to include:

• Taking decisions on the strategic direction of the Company;

• Overseeing the effective performance of the Company's Management and the enhancement of shareholder value;

• Ensuring good corporate governance and ethical practices in the Company, as well as the integrity of financial reports/statements;

• Accountability and responsibility for the performance and affairs of the Company; and

• Declaration of any direct or indirect interests they may have in the Company.

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 Board Conflict of Interest Policy requires that all NEDs (and the other directors of the Company) declare any real or potential conflict of interest on

Principles

Reporting Questions

Explanation on application or deviation

appointment to the Board, annually and whenever

a conflict situation occurs.

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. Monthly Management Flash Reports and Scorecards are sent to NEDs.

Further, Board packs are sent to Board Directors on a quarterly basis ahead of Board meetings. The Board pack contains Financial Statements, Business Updates and general details of Management's activities in addition to other Board matters.

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

Completeness and adequacy of information provided to the Board are ensured through standardization of information provided with NEDs having the opportunity to ask questions and seek clarity.

The Chairman is responsible for determining the agenda items for Board meetings. Other NEDs are also encouraged to submit any item for inclusion on the agenda.

Information required for each meeting is prepared by the Management Team (in the form of Board papers, memos and presentations) and shared ahead of each meeting.

Robust discussions are held at Board meetings on the information provided and Directors can seek clarification or make further enquiries. Directors may make requests for more information before, during or after meetings.

vi) Do NEDs have unfettered access to the EDs,

Company Secretary and the Internal Auditor? Yes/No

Yes. NEDs have unrestricted access to the EDs, the

Company Secretary, the Internal Auditor and other members of the Management Team.

Principle 7: Independent Non-Executive Directors

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

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

Yes. The Company's Independent Directors meet the

criteria as set out in S. 7.2 of the NCCG.

ii) Are there any exceptions?

There are no exceptions.

iii) What is the process of selecting INEDs?

This is contained in a Board approved 'Procedure for the appointment of Directors'.

• Identification and evaluation of needs are undertaken by the Board to determine the gaps to fill in its membership. The Board thereafter communicates the vacancy and area(s) of need to the Governance and Ethics Committee to enable it commence the search for suitable candidate(s).

• The Committee undertakes a profiling for the vacancy in terms of the knowledge, experience and competence required of suitable candidates.

• The search for the right candidate is undertaken through various sources (internal and external).

• Selection & Recommendation of the best candidate(s) from the Committee's shortlist is presented to the Board for further consideration and approval.

• Appointment & Induction - Where the Board approves a candidate and he/she is appointed, the appointment is subject to ratification by

Principles

Reporting Questions

Explanation on application or deviation

Shareholders at the next Annual General

Meeting of the Company.

A new Director is issued an appointment letter, and he/she undertakes a formal Board induction.

iv) Do the INEDs have letters of appointment

specifying their duties, liabilities and terms of engagement? Yes/No

Yes and No. The roles, responsibilities, liabilities and

terms of engagement are set out in their letters of appointment as NEDs, not specifically as INEDs. Their INEDs roles are set out in the NCCG and are incorporated in the Board's Charter.

v) Do the INEDs declare any conflict of interest

on appointment, annually, thereafter and as they occur? Yes/No

Yes. The INEDs declare any conflict of interest they

may have on appointment. They also complete an annual disclosure of interest form. The INED is further required to disclose any conflict as they occur.

vi) Does the Board ascertain and confirm the

independence of the INEDs? Yes/No

If yes, how often? What is the process?

Yes. Their independence is verified at least once a

year.

At the end of the financial year, the Company Secretary reviews the status of each Director to confirm the Board's compliance with the guideline provided in Principle 7.2 of the NCCG. The independence status of each Director is captured in the Annual Report for the year, which is approved by the Board.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

Yes. Two out of the three INEDs of the Company are

Shareholders of the Company:

Mrs Juliet C. ANAMMAH holds 135,000 shares (As at 31st December 2025, her shareholding was 75,000 with an additional purchase of 60,000 in March 2026) (0.0002% of the Company's paid-up capital).

Mrs Stella OJEKWE-ONYEJELI holds 155,128 shares (0.0002% of the Company's paid-up capital).

Mrs. Adeyinka AROYEWUN holds 116,746 shares (0.0002% of the Company's paid-up capital).

viii) Does the INED have another relationship

with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No other relationship exists between the INEDs and

the Company.

ix) What are the components of INEDs

remuneration?

Their remuneration is composed of Directors' Fees,

Sitting Allowances, Holiday Allowances and costs of two overseas return tickets. Same as other NEDs.

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 culture within the Company"

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

The Company Secretary is in-house (employee of the Company).

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

Qualifications:

LL.B, BL and Fellow of the Institute of Chartered Secretaries & Administrators.

Experience:

The Company Secretary started his legal career in 1995 when he joined the Lagos-based law firm of David Garrick & Co. culminating into a seven-year career in private practice. He thereafter joined Nigerian Breweries in 2003 as its Legal Affairs Manager and became the Company Secretary/Legal Adviser in 2008.

Effective January 2019, he became the Company Secretary/Legal Director of the Company.

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 the Management Team of the Company. He is also the Director in charge of the legal function.

Principles

Reporting Questions

Explanation on application or deviation

iv) Who does the Company Secretary report to?

He reports administratively to the Managing Director

and functionally to the Board through the Chairman.

v) What is the appointment and removal

process of the Company Secretary?

The Companies and Allied Matters Act ("CAMA")

guides the appointment and removal process of the Company Secretary.

The Company Secretary was appointed by the Board effective January 2008. The removal process is in line with the extant provisions of CAMA and the NCCG.

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

The Board and the MD/CEO undertake and approve

the performance of the Company Secretary. His performance appraisal is carried out by the MD/CEO with input from the Board Chair. It is also done as part of the every three-year external Board evaluation process.

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 Board and Board Committee Charters provide for Directors' access to independent professional advice as they may require.

ii) Who bears the cost for the independent

professional advice?

The Company bears the cost of any independent

professional advice required by the Board.

iii) During the period under review, did the

Directors obtain any independent professional advice? Yes/No

If yes, provide details.

Yes.

The Board sought expert advice on the Business Restructuring and Integration of Distell Wines and Spirits Nigeria (DWSN).

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 prepared and shared with the Directors prior to its next meeting.

After review and adoption by the Board, the Chairman and Company Secretary sign off the approved Minutes. The Company Secretary ensures the safekeeping of the Minutes in the Company's Minutes Book for future reference.

ii) What are the timelines for sending the minutes

to Directors?

Board papers (which include Minutes of previous

meeting) are made available to Directors at least a week ahead of the Board meeting. There may be others that are sent closer to the meeting date such as reports of committee meetings held a day or two before the board meeting.

iii) What are the implications for Directors who

do not meet the Company policy on meeting attendance?

Attendance at Board meetings is a key performance

indicator for a Director's re-election and such member may not be recommended (by the Board) for reelection at the next Annual General Meeting of

the Company.

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. The Board approves committee Charters and the Charters set out each Committee's roles, responsibilities and terms of reference.

The Risk Management & Ethics Committee Charter and Governance Committee Charter were reviewed in April 2024 and April 2024 respectively.

The (Statutory) Audit Committee also reviewed its charter in October 2025.

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

Minutes of meetings are prepared and shared with Committee members prior to its next meeting.

The Minutes are reviewed and approved by

Committee members. Thereafter the Committee's

Chair and Company Secretary sign off the approved

Principles

Reporting Questions

Explanation on application or deviation

Minutes. The Company Secretary ensures the

safekeeping of the Minutes for future reference.

iii) What are the timelines for sending the minutes to the directors?

Board papers (which include Minutes of previous meeting) are made available to Directors at least a week ahead of the meeting.

iv) Who acts as Secretary to board committees?

The Company Secretary acts as Secretary to the Board Committees.

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

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

Please find below the responsibilities:

* The Statutory Audit Committee is not however a Board Committee; it reports to Shareholders.

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

The Board of Directors appoints the Chairs of the Board Committees.

The Chair of the Statutory Audit Committee is appointed by its members annually at their first meeting after the committee has been constituted by Shareholders at the Annual General Meeting of the Company.

Committee responsible for Nomination and Governance

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

The Governance & Ethics Committee is currently composed of three members. Two of the members are NEDs while the other member is an INEDs.

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

The Chair of the Committee is an INED - Mrs. Adeyinka O. Aroyewun.

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

If yes, how often is it reviewed?

Yes. The Company has a Succession Plan Policy for the Board. The committee reviews the Board's succession plan at least once a year.

The Governance Committee receives on an annual basis, Management's report on the succession plan for key management positions and makes recommendations to Management for further action.

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

These are reviewed every other year or as the need arises.

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

The respective Board Committee, through its Chair, presents a written report of its key deliberations, decisions, recommendations, and actions required to the Board at the next meeting of the Board after that of the Committee.

A Directors' representative in the Statutory Audit Committee makes the presentation to the Board with respect to that Committee.

Responsibilities/matters

NB Board Committee

Nomination and Governance

Governance & Ethics Committee

Remuneration

Governance & Ethics Committee

Audit*

Statutory Audit Committee

Risk Management

Risk Management Sustainability Committee

Principles

Reporting Questions

Explanation on application or deviation

Committee responsible for Remuneration

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

The Governance and Ethics Committee is responsible for remuneration. It is composed of three members, two of whom are NEDs and the other, the Chair, being an INED.

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

The Committee's Chair is an INED - Mrs. Adeyinka O. Aroyewun.

Committee responsible for Audit

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

No. The Company has a Statutory Audit Committee only. The Committee performs its functions in line with the provisions of CAMA.

Functions of the Board Audit Committee set out in the NCCG are split between the Governance & Ethics Committee (fraud risk identification and whistle blowing) and the Statutory Audit Committee (internal control, internal audit oversight, financial process and external audit oversight).

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

Yes. Members of the Statutory Audit Committee are financially literate.

xvi) What are their qualifications and experience?

Shareholders' representatives:

1. Chief Timothy A. ADESIYAN: (Chairman) - He is a chartered accountant with over 40 years work experience. He has served more than 10 years' on Nigerian Breweries Plc's Audit Committee.

2. Mazi Samuel C. MPAMAUGO: he has over 40 years of cumulative private business experience and has attended finance and audit related trainings. He has served more than 15 years' on Nigerian Breweries Plc's Audit Committee.

3. Mr. David O. OGUNTOYE: He is a chartered accountant with over 30 years work experience. He has served more than 5 years' on Nigerian Breweries Plc's Audit Committee.

   Directors' representatives:

4. Mrs. Olufunmilayo AKANDE: She has over 30 years of experience in auditing, finance, accounting, consulting, corporate governance, and business management amongst others across various sectors including consulting, manufacturing, as well as oil and gas.

5. Mr. Jaap A. A. OVERMARS: He is currently the Senior Director Finance for Africa, Middle East and Eastern Europe for Heineken N.V. Group. He has over two decades of experience in FMCG sector with a specialization in commercial business control and finance operations.

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

Four out of the five members are the financial experts on the Statutory Audit Committee. They are:

1. Chief Timothy A. ADESIYAN;

2. Mr. David O. OGUNTOYE;

3. Mrs. Olufunmilayo AKANDE; and

Principles

Reporting Questions

Explanation on application or deviation

d. Mr. Jaap A. A. OVERMARS.

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

The Committee reviews the internal auditor's report

on a quarterly basis.

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

Yes. The Company has a Board-approved Internal Control Framework.

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

The Board, through the Statutory Audit Committee, reviews compliance with the Company's internal control framework on a quarterly basis.

A Directors' representative on the Audit Committee provides updates to the Board on a quarterly basis, including the functioning of the internal control process.

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 Auditor (KPMG) presents the Management Letter, Key Audit Matters and Management's responses to the Audit Committee after its interim and final audit reviews.

The External Auditor and Management agree on remedial actions for implementation by Management.

The Process & Control Improvement "P&CI" team (which performs the internal audit functions) monitors and provides quarterly reports to the Audit Committee on effectiveness and compliance with the remedial actions noted by the external auditors.

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

Yes, the Company has a Policy on Provision of Non-Audit Services by the Independent Auditor which was revalidated by the Board in October 2025.

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?

The Head, P&CI and the Audit Committee Chairman meet on a quarterly basis to discuss internal control matters and support that may be required from the Statutory Audit Committee.

A meeting of the Head, P&CI, Audit Committee and the External Auditor took place in July 2025.

Committee responsible for Risk Management

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

The Chairman of the Risk Management and Sustainability Committee is an INED - Mrs. Stella O. OJEKWE-ONYEJELI.

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

If yes, when was it approved?

Yes. The Company has a Board-approved Risk Management Framework. The Risk Management Framework was revalidated by the Board in April 2025.

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

Date of last review

The Risk Management and Sustainability Committee reviews the effectiveness and adequacy of the Risk Management controls annually.

The date of the last review was in October 2025.

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

If yes, how often is it reviewed?

Yes. The Company has a Board approved Cybersecurity and IT/Data Governance Framework which is reviewed annually. The last review was in April 2025.

Principles

Reporting Questions

Explanation on application or deviation

xxviii) How often does the Committee receive

and review compliance report on the IT Data Governance Framework?

Compliance report on the Company's IT Data

Governance Framework is presented to the Committee annually.

xxix) Is the Chief Risk Officer (CRO) a member of

Senior Management and does he have relevant experience for this role? Yes/No

Yes. The Head, P&CI manages the risk process in the

Company. He is a senior manager and has a direct reporting line to the CEO. He has the experience to manage the enterprise risk identification and management process. He has over 17 years local and international work experience in accounting, finance and internal audit.

The respective Management Team members who manage specific risks relating to their functions support the Head, P&CI.

The Head P&CI and the Management Team ensure that business strategies align with the risk management framework.

xxx) How many meetings of the Committee did

the CRO attend during the period under review?

The Head, P&CI attended two (2) meetings of the

Risk Management Committee in the year under review, which were focused on risk management.

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 updated the Procedure for the appointment of Directors in October 2020.

ii) What criteria are considered for their appointment?

The criteria considered include:

• Appropriate diversity in skills, gender, age, national spread and experience;

• Integrity and ethical values;

• Sufficient number of members to manage the workload of the Board and its committees;

• The right balance between Executive, Non-Executive and Independent Directors; and

• Ability to integrate with the culture of the Board and the Company.

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

The process entails an assessment and confirmation of the candidates' profiles by the Governance Committee.

The review includes checks for the presence or potential presence of conflict of interests, other Board memberships, experience, qualification and others.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

Yes. The Board Charter guides the tenure of Directors. Additionally, the tenure for the MD/CEO and the EDs are more specifically set out in their respective letters of appointment.

v) Please state the tenure

Please find below:

• Chair - her tenure is for a maximum period of nine years.

• MD/CEO - his tenure is as provided in his contract of employment and performance as assessed by the Board.

• INEDs - the tenure is for a maximum period of nine years.

• NEDs - their tenue is subject to a maximum of twelve years. In certain cases, a NED's tenure

Principles

Reporting Questions

Explanation on application or deviation

could extend beyond twelve years where the

Company requires the services of such a NED beyond that duration.

• ED - her tenure is as provided in her contract of employment and performance as assessed by the Board.

vi) Does the Board have a process to ensure that

it is refreshed periodically? Yes/No?

Yes. Changes to the Board are made when there are

vacancies arising from end of tenure, resignations, death or expansion of the Board.

The procedure for the appointment of Directors [see response to principle 7(iii) above] is used to fill these vacancies as they occur.

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 a formal induction process, which includes meetings with the Board Chair, other Directors, the MD/CEO and the Senior Management of the Company. A tour of our breweries and visit to the trade/market are part of the induction.

ii) During the period under review, were new

Directors appointed? Yes/No

If yes, provide date of induction.

Yes, Mr. Thibaut F.B. Boidin, Mrs. Maria A. Karaseva,

Mrs Olufunmilayo A. Akande, and Mr. Guillaume B.

M. Duverdier joined the Board during the period under review.

The induction was carried out in the months of February, May, and September 2025 respectively.

iii) Are Directors provided relevant training to

enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes. Directors undertake trainings and continuous

education on different aspects of the business to broaden their knowledge, keep them informed of new developments in the Company's industry and assist them to discharge their duties in an efficient manner.

Two board trainings were undertaken by Directors in the year under review. The first one was a training on "The Artificial Intelligence Mastermind" in July 2025 while the second one was on the New Tax Laws, in December 2025.

iv) How do you assess the training needs of

Directors?

The outcome of the annual Board evaluation is used

to determine the training needs of Directors.

In addition, Board members may request specific training topics to help them reach better Board decisions or based on new business trends or landscape.

v) Is there a Board-approved training plan?

Yes/No

Yes, when a training need is identified.

vi) Has it been budgeted for? Yes/No

Yes. The Company has a budget for all training needs

and where required, the budget caters for that of the Board.

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

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

Yes, This is contained in the Governance and Ethics Committee Charter. The Board approved the updated Charter in October 2025.

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

Yes. The Board undertook a Board Evaluation exercise during the review period.

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

Board Evaluation exercise was internal and was completed in February, 2026.

Principles

Reporting Questions

Explanation on application or deviation

achievement of the

Company's objectives"

iv) Has the Board Evaluation report been

presented to the full Board? Yes/No

If yes, indicate date of presentation.

Yes. The Board evaluation was presented to the

Board in February 2026.

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

Yes. Individual evaluation is done externally every

three years. The next one is due at the end of 2026.

vi) Is the result of the evaluation for each Director

considered in the re-election process?

Yes/No

Yes. The evaluation outcome for each Director is a

key component in determining the eligibility for his/her re-election to the Board.

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.

No. The Company plans to conduct a corporate governance evaluation exercise in 2026.

ii) Is the result of the Corporate Governance

Evaluation presented and considered by the Board? Yes/No

The Company did not conduct a corporate

governance evaluation in the year under review.

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

The Company did not conduct a corporate governance evaluation in the year under review.

iv) Is the summary of the Corporate Governance

Evaluation included in the annual reports and Investors portal? Yes/No

The Company did not conduct a corporate

governance evaluation in the year under review.

Principle 16: Remuneration Governance

"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"

i) Is there a Board-approved Directors'

remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes. The Board has a Remuneration Policy, which was reviewed in April 2025.

The Policy highlights the need to:

• ensure alignment of interest between the Board and the Company;

• deliver value to Shareholders;

• offer competitive and fair rates of pay and benefits to attract and retain the best people; and

• offer packages that provide incentives for commitment without constituting an impediment to the independence of Directors.

The Policy is reviewed biannually (or earlier as the need arises) to bring the Policy in line with best practices and market trends on Board remuneration.

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

• Directors fee: Chairman - N7,500,000 Other Directors - N6,300,000 each.

• Board sitting allowances: Chairman - N385,000 per meeting, Other Directors - N374,000 per meeting.

• Holiday Allowance: Chairman - £2,500 Other Directors - £2,000 each.

• Cost of two 1st Class return tickets (Lagos-London): Chairman and other Directors -N9,600,000 each.

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

If yes, when was it approved?

Yes. The remuneration of NEDs is presented to Shareholders for approval on an annual basis.

The remuneration for year 2025 was presented to Shareholders at the Company's Annual General Meeting held in April 2025.

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

NED's remuneration is not linked to the Company's

performance.

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

Yes. The Company has a remuneration policy (Senior Management Reward Policy) applicable to executive Directors and senior management.

Principles

Reporting Questions

Explanation on application or deviation

If yes, to what extent is remuneration linked to

company performance?

On an annual basis, the Governance Committee

reviews the basis for the remuneration of senior managers in line with the Policy for consistency with global practices and market remuneration trends.

Some elements of the remuneration of Executive Directors and senior managers are linked to the Company's performance (ranging between 10% and 80% of their base pay).

vi) Has the Board set KPIs for Executive

Management? Yes/No

Yes. Annually, the Board and the Management

Team discuss and agree on the business KPIs for the year.

vii) If yes, was the performance measured

against the KPIs? Yes/No

Yes. Their performance was measured against the

KPIs.

viii) Do the MD/CEO, EDs and Company

Secretary receive a sitting allowance

and/or directors' fees? Yes/No

No. The MD/CEO, the ED, and the Company

Secretary do not receive sitting allowances/Directors fees.

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

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

The MD/CEO, Executive Directors, Company Secretary and other Senior Management Staff do not receive sitting allowances/Directors' fees.

x) Is there a Board-approved clawback policy

for Executive management? Yes/No

If yes, attach the policy.

Yes. The Clawback Policy was approved by the

Board in October 2023 and revalidated in October 2025.

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. The Board defines the Company's risk appetite and limit. The Risk Management and Sustainability Committee facilitates the process with input from Management.

ii) How often does the company conduct a risk

assessment?

The Company conducts an annual risk assessment in

the first half of the year and then reviews it in the second half of the year.

iii) How often does the board receive and

review risk management reports?

The Risk Management and Sustainability Committee

receives and reviews the risk management report twice a year and thereafter reports on it to the Board.

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 P&CI Department is responsible for the internal audit function as well as the internal control function.

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

Yes. The Company has a Board approved P&CI Charter.

The Charter empowers the P&CI team to undertake controls monitoring, process & control management, continuous process improvement, risk management, fraud management, compliance to processes and procedures, assurance in relation to the performance of independent audits and support for external audits of the Company.

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

Yes. The Head of P&CI is a senior manager in the Company and has direct reporting to the CEO.

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

The Head, P&CI's qualification:

• Associate of the Chartered Global Management Accountant

• Associate of the CFA Institute

• MBA.

• BSc. Accounting

Principles

Reporting Questions

Explanation on application or deviation

He also has over 17 years local and international

work experience in the fields of accounting, finance, process & control and internal audit.

v) Does the company have a Board-approved

annual risk-based internal audit plan? Yes/No

Yes. The Statutory Audit Committee and the Board

approve an internal audit plan. The plan for 2025 was approved in February 2025.

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 Head, P&CI reports quarterly to the Statutory

Audit Committee on the effectiveness of the management, governance, risk and control environment; deficiencies observed, and management's mitigation plans.

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 effectiveness of

the P&CI team was done in 2023 by the firm of KPMG Professional Services.

The next external assessment of the P&CI team will be carried out in 2026.

viii) Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

The performance evaluation of the Head of P&CI is

done by the (Statutory) Audit Committee and the outcome forms part of the final evaluation by Management.

The Head, P&CI's evaluation for 2025 was undertaken by both the Audit Committee and Management in the first quarter of 2026.

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 Company has a board-approved whistleblowing policy and framework called 'Speak Up'.

The Company's Speak Up framework was reviewed in 2023.

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 Governance & Ethics Committee reviews the Speak Up framework including its effectiveness, at least twice a year.

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 report on cases, process followed and end results are shared with the Statutory Audit 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 Statutory Audit Committee recommends to the Board while the Board recommends to the Shareholders during a General Meeting, the appointment, re-appointment, or removal of the external auditors.

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

The Shareholders approve the appointment,

reappointment, or removal of the External Auditor. This is done at the Company's Annual General Meetings.

iii) When was the first date of appointment of the

External auditors?

The firm of KPMG Professional services was appointed

in April 2025.

iv) How often are the audit partners rotated?

The audit partner is rotated every 5 years.

i) How many days prior to the last general meeting were notices, annual reports and

The Notice of meeting, annual reports, and other relevant information regarding the Annual General

Principles

Reporting Questions

Explanation on application or deviation

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"

any other relevant information dispatched to Shareholders?

Meeting ("AGM") were dispatched to shareholders

at least 21 days prior to the AGM.

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 the Board committees and the

Statutory Audit Committee were present at the last AGM.

Principle 22: Shareholder Engagement

"The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company"

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 Company has a Board-approved Communication Policy and a Complaints Management Policy.

The documents were last reviewed in December

2017 and are on the Company's website.

ii) How does the Board engage with Institutional

Investors and how often?

Engagement with institutional investors is done

through conference calls and/or physical meetings, usually with respect to the Company's half-year or full-year results.

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. In line with the Company's Communication and Complaints Management Policies, information on developments in the Company are notified to The Nigerian Exchange Limited and posted on the Company's website.

In addition, the Company's performance and activities are published on The Nigerian Exchange's website, two national newspapers, the Company's website, and social media platforms.

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 Code of Business Conduct ("the Code") which sets out the behaviour expected from the Board, employees and third parties while working for or on behalf of Nigerian Breweries. The Code is driven by underlying policies under four broad topics: Responsible consumption; - Respect people and the planet; - Integrity and fairness; and -Safeguard our Company's assets. The Code and the underlying policies have been communicated to both internal and external stakeholders and are available on the Company's website. The Code and the policies apply to the Board, all employees and third-party's staff.

ii) When was the date of last review of the

policy?

October 2023

iii) Has the Board incorporated a process for

identifying, monitoring and reporting adherence to the COBE? Yes/No

Yes. The Board through the Governance and Ethics

Committee ensures adherence to the Code and its underlying policies. Management shares quarterly updates on compliance with the Code and policies with the Governance and Ethics Committee.

iv) What sanctions were imposed for the period

under review for non-compliance with the COBE?

In line with the Company's HR disciplinary procedure,

sanctions including written warnings and suspension were imposed for non-compliance with the Code and underlying policies.

Principles

Reporting Questions

Explanation on application or deviation

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. The Company has Board-approved Regulations for dealing in Shares and Securities, which apply to all Directors, employees, and related parties. The Regulations were reviewed in October, 2019.

The Company Secretary notifies The Nigerian Exchange Limited and the Securities and Exchange Commission of any transaction undertaken by affected persons and submits a quarterly compliance report to the Governance and Ethics Committee.

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 Policy was reviewed by the Board in October 2025.

Further, the Company complies with The Nigerian Exchange Limited's Related Party Transactions Rules by obtaining at each AGM, a General Mandate from shareholders for related party transactions.

The Board monitors compliance quarterly and reports on relevant transactions via disclosures made in the periodic Financial Statements. The Company's Conflict of Interest Policy (applicable to all employees) and the Board Charter (applicable to Directors), require the disclosure of interest in NB's business by employees and Directors respectively.

iii) How does the Board ensure adequate

disclosure of Related Party Transactions by the responsible parties?

The Board reviews the Company's related party

transactions, and the transactions are disclosed in the Company's Financial Statements. An annual review is undertaken by the Company's External auditor to validate the completeness of the disclosures made by Directors.

1. Does the company have a Board-

   approved policy on conflict of interest?

   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. Senior management

      2. Other employees (Specify)

Yes. The Company has a Board-approved Policy on

Conflicts of interest; it was approved in 2025.

All employees are required annually to disclose any case of conflict. Disclosures are reviewed and action plans drawn up for remediation. Report of findings are shared with the RMEC.

The external auditor further requests the Board and Senior Management to disclose any case of conflict during the annual audit.

Principle 26: Sustainability

"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"

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

If yes, when was it last reviewed?

Yes. The Sustainability Policy was reviewed in 2025.

The Company's sustainability agenda is driven by its Brewing a Better World (BaBW) Programme. This is embedded in its corporate strategy and values. The BaBW Programme aims to create a shared sustainable value for all stakeholders, the society and the planet.

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

The Sustainability Committee does that on behalf of the Board. Management presents twice a year to the Committee, a sustainability report detailing achievement levels of the key elements of the sustainability agenda. The Committee thereafter reports on that to the Board.

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

Sustainability reporting is captured in the Company's

Annual Report and Accounts.

Principles

Reporting Questions

Explanation on application or deviation

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes. The Board reviewed the Diversity, Equity, and

Inclusion Policy in October 2025.

Principle 27: Stakeholder Communication

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

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

Yes. There is a Board approved Communication Policy. It is hosted on the Company's website.

ii) Does the Company have an up to date

investor relation portal? Yes/No

If yes, provide the link.

Yes.

https://www.nbplc.com/investor-relations/

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

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

ensures proper monitoring of its implementation which engenders

good corporate governance

practice"

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

Corporate Governance report.

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.