2025 Annual Report and Financial Statements

A year of strategiG growth

Table of Contents

3

Consolidated Financial Statements

62 Investor Relations Statement

63

Certification Pursuant to Section 405(1) of Companies and Allied Matters Act, 2020

64

Statement of Directors' Responsibilities in Relation to the Financial Statements

65

Report of the Audit Committee to the Members of UACN

Certification of Management's Assessment of Internal

1. Control over Financial Reporting by Group Managing Director

   Certification of Management's Assessment of Internal

2. Control over Financial Reporting by Group Finance Director

6 National Footprint

174 List of Distributors and Key Locations

Navigating this Report

Table of Contents

Previous Page Next Page

68

Management's report on the effectiveness of Internal Control over Financial Reporting

69 Independent Auditors' Report

77

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income

78

Consolidated and Separate Statements of Financial Position

80 Consolidated and Separate Statements of Cash Flows

83

Notes to the Consolidated and Separate Financial Statements

Further information

About this report

View Online - https://www.uacnplc.com/investors/ financial-results/

The online version is provided to enhance ease of access and accommodate different reader preferences.

3

10 Corporate Profile

11 Results at a Glance

13 Chairman's Letter to the Shareholders

17 Group Managing Director's Statement

22 Segmental Performance Report

‌

Corporate Information

Board of Directors

Mr. Khalifa Adebayo Biobaku

Non-Executive Chairman

Appointed as Chairman with effect from 5 February 2025

Mr. Folasope Babasola Aiyesimoju Group Managing Director Mrs. Funke Adesua Ijaiya-Oladipo Group Finance Director Mr. Adebolanle Oluwademilade Badejo Group Investment Director

Mrs. Suzanne Olufunke Iroche Independent Non-Executive Director

Ms. Obi Noora James

Dr. Karl Olutokun Toriola Independent Non-Executive Director Independent Non-Executive Director

Appointed with effect from 1 March 2025

Mrs. Amina Muhtar

Independent Non-Executive Director

Appointed with effect from 1 March 2025

Company Secretary/Group General Counsel

Independent Auditor

Ms. Ayomipo Wey

Email: info@uacnplc.com

KPMG Professional Services, KPMG Tower,

Bishop Aboyade Cole Street, Victoria Island, Lagos

Tel: +234 1 271 8955 (or 8599)

Registered Office The Registrar

UAC House,

1-5 Odunlami Street, Marina, Lagos

Africa Prudential PLC 220B Ikorodu Road, Palmgrove,

Lagos

Phone: 0700 AFRIPUD or 0700 237 47783

Email: cxc@africaprudential.com

Company Website Tax Identification Number (TIN)

https://www.uacnplc.com 01767079-0001

Bankers

Access Bank PLC

Coronation Merchant Bank Limited First Bank of Nigeria Limited

FSDH Merchant Bank Limited Guaranty Trust Bank Limited

6

Stanbic IBTC Bank Limited Standard Chartered Bank Nigeria Union Bank of Nigeria PLC United Bank for Africa PLC Zenith Bank PLC

7

6

Five Pillars of Value Creation

People

We believe that people are our greatest asset and invest in attracting, retaining, developing, managing, and rewarding talented individuals across our businesses.

Capital

We work with our subsidiaries and associate companies to allocate capital in a manner that maximises risk-adjusted returns. We have set an expected return threshold of 25%.

Technology

We believe that technology is a powerful tool for improving productivity and seek to drive continuous improvement across our most important processes.

Sustainability

We are conscious that our businesses operate in the context of the broader environment and are committed to improving Environmental, Social, and Governance practices across the UACN Group.

Governance and Controls

We believe that good governance is at the core of enduring businesses. At UACN, we are committed to exercising proper oversight over our subsidiary and associate companies.

5

9

Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

UACN: House of scalable quality brands

OVERVIEW

UAC of Nigeria PLC ("UACN" or the "Group") is a house of scalable quality brands, well positioned to capture the long-term consumer opportunity in Nigeria. Our purpose is to be an example of excellence and prosperity, underpinned by integrity. The Group operates 10 manufacturing facilities, employs 2,946 people, and serves consumers across the country through our nationwide distribution network. UACN is listed on the Nigerian Exchange (NGX).

Results at a Glance

147

YEARS OF HERITAGE

2,946

FULL-TIME EMPLOYEES

10

MANUFACTURING FACILITIES

NATIONWIDE

DISTRIBUTION CAPABILITY

₦340.5bn

+73% YoY

₦597.1bn

+279% YoY

₦266bn

+189% YoY

The Group

The Company

2025

N'000

2024

%

N'000 Change

2025

N'000

2024

%

N'000 Change

Revenue

340,473,256 196,900,638

73

3,559,793

2,030,349

75

Operating profit

28,497,983

18,865,457

51

2,401,629

1,601,000

50

Net finance (cost)/ income

(15,496,131)

5,959,223 (360) (11,226,599)

7,700,729 (246)

Profit/(loss) before minimum tax

16,425,008

25,547,275

(36)

(8,824,970)

9,301,729 (195)

Minimum tax

(810,641)

(400,427)

102

-

(76,347)

-

Income tax (expense)/credit

(5,705,903)

(8,836,220)

(35)

1,228,785

(2,645,363) (146)

Profit/(loss) for the year

9,908,464

16,310,628

(39)

(7,596,185)

6,580,019 (215)

Total equity

69,770,570

66,410,002

5

29,535,041

43,154,419

(32)

Total equity and liabilities

597,058,097 157,725,799

279 163,416,428

61,390,674

166

Cash and cash equivalents

50,910,619

40,594,214

25

3,630,143

21,788,776

(83)

Earnings per share (kobo) - Basic

362

497

(27)

(260)

225 (215)

Dividend per share (kobo) - Actual

22

22

0

22

22

0

Dividend per share (kobo) - Proposed

100

22

355

100

22

355

NGX quotation as at December 31 (kobo)

9,100

3,150

189

9,100

3,150

189

Number of shares in issue ('000)

2,926,132

2,926,132

0

2,926,132

2,926,132

0

Market capitalisation as at December 31 (N'000)

266,277,981

92,173,147

189 266,277,981

92,173,147

189

OUR PORTFOLIO

Our portfolio is comprised of brands trusted by millions of Nigerians, and our products are available in various sizes and formats that make them accessible to consumers at different price points.

2025 REVENUE BY SEGMENT1

₦202B

59%

₦92B

27%

₦45B

13%

₦2.6B

1%

Packaged Food and Beverages

Edibles and Feed

Paints

Quick Service Restaurants

OUR BUSINESS SEGMENTS

1. PACKAGED FOOD AND BEVERAGES

   10

   MARKET LEADING POSITIONS

   #1 in baked snacks, #1 in drinking yoghurt, #2 in juice, #2 in ice cream, #1 in premium decorative paints, #2 in protective coatings

   1Revenue figures includes intra-group sales

   
   
   

   Brands: Gala, SuperBite, Kingsway, Beefie, Chivita, Capri-Sun, Hollandia, SWAN, Supreme, Funtime, Zuri

2. EDIBLES AND FEED

   Brands: Vital, Livestock Feeds, Grand, Best Mate

3. PAINTS

   Brands: Dulux, Sandtex, Caplux, Hempel

4. QSR

   Brands: Mr Bigg's, Debonairs Pizza

   11

   
   
   

   Business Overview

   Governance and Leadership

   Consolidated Financial Statements

   Other National Disclosures

   Shareholders' Information

   National Footprint

   Chairman's Letter to the Shareholders

   W

   e enter 2026 as a larger Group, with a

   clear strategic direction and a high-quality management

   team committed to delivering long-term

   rs.

   value for our shareholde

   Khalifa Biobaku

   Chairman

   Distinguished Fellow Shareholders,

   On behalf of the Board of Directors, it is my pleasure to welcome you to the 2026 Annual General Meeting of UAC of Nigeria PLC.

   2025 Review

   2025 was a transformational year for UACN with the highlight being the acquisition of C.H.I. Limited (CHI) in October 2025. This acquisition, combined with continued strong organic growth in our core segments, considerably increased the scale of our Company. The success recorded in 2025 reflects consistency of strategy and years of work to build talent and leadership capacity, streamline the Group's structure, invest in technology, strengthen governance and bolster core operations. These set the foundation for sustainable growth and stakeholder value creation.

   CHI brings iconic, market-leading brands in juice, dairy, and snacks (Chivita, Hollandia, Capri-Sun, SuperBite and Beefie), strong manufacturing capability, and talented management that strengthens the Group considerably. With this addition, UACN is a house of scalable, quality brands with a portfolio that is well positioned to capture the long-term consumer opportunity in Nigeria. The Board is confident this acquisition will create significant long-term value for shareholders.

   Operating Context and Performance

   Operating conditions, although still challenging, improved in 2025 on account of the reform package implemented by the government. Inflation, which peaked at 34.8% in 2024, declined to 15.2% by December 2025. Monetary policy remained tight through most of the year, sustaining elevated borrowing costs across the economy, though the Central Bank of Nigeria (CBN) began a modest easing cycle in the second half. Energy costs, while slightly lower than their 2024 peak, remained significantly above pre-liberalisation levels, putting pressure on production, distribution and logistics costs. Foreign exchange conditions were materially more stable in 2025 than in the prior year, supported by CBN reforms that improved market transparency and liquidity.

   Consumer behaviour continued to reflect the impact of years of declining consumer spending power, with demand for more affordable options and smaller pack sizes shaping purchasing patterns across our categories. Against this backdrop, our management teams focused on the levers within their control, pricing discipline, cost efficiency, and working capital management, to protect margins and sustain performance.

   The Group achieved revenue of ₦341 billion in 2025, a new high in UACN's history and a 73% increase over the prior year. Reported profit before tax was impacted by one-off acquisition-related costs; on an underlying basis, profit before tax of ₦27 billion was 68% higher than 2024.

   Total shareholder return was 189%, outperforming the Nigerian Exchange All-Share Index return of 51%, and placing UAC among the top performers on the Nigerian Exchange.

   Dividend

   In respect of the 2025 financial year, the Board has recommended a dividend of ₦1 per share, amounting to ₦2.9 billion. This represents a 355% increase from the 22 kobo per share paid in each of the four prior years. The Board remains committed to creating long-term value for shareholders through a dividend policy that is consistent and sustainable.

   Governance

   The Board's principal focus in 2025 was the approval and oversight of the CHI acquisition, including the valuation, financing structure, value creation plan, and risk management framework. The Board is committed to continuing to uphold UACN's governance standards that best support our ability to generate long-term shareholder value.

   Long-Term Incentive Plan

   At the Annual General Meeting on 30 June 2021, shareholders approved a Long-Term Incentive Plan (LTIP) to align UACN's employees with shareholder value creation over a five-year period. The LTIP was designed around three principles: linking employee reward to long-term value creation, rewarding employees based on value created, and promoting an owner's mindset. Since then, our Company's share price has grown tenfold, from ₦10 in July 2021 to ₦100 in April 2026, equivalent to a compound annual growth rate of 62%. Including dividends paid over the period, total shareholder return was approximately 1,965%. Over the same time period, the NGX All share Index has grown 529%.

   In 2025, the Governance and Remuneration Committee, with advice from PricewaterhouseCoopers LLP UK, reviewed the LTIP's performance and concluded that it has been instrumental in aligning UACN's employees with shareholder interests, contributing to the significant value created over the period. The Board agreed with this conclusion and fully endorsed the Committee's recommendation to renew the LTIP, which is being proposed to shareholders at the 2026 Annual General Meeting.

   The proposed LTIP retains the core architecture of the initial plan, which includes an 18% per annum minimum total shareholder return threshold, a 10% incentive pot from value created above that threshold, and a five-year performance period. Details of the proposed LTIP, including its design and rationale, are set out in the AGM Circular on page 26 of this report.

   Our Commitment to Our Communities

   With 147 years of operations in Nigeria, UACN has a long-standing commitment to being a responsible corporate citizen. In 2025, we continued to invest in education, healthcare, and community development, supporting programmes that deliver tangible and lasting impact across the communities in which we operate. Our efforts during the year included promoting environmental awareness and recycling initiatives, supporting young girls in sport, and awarding scholarships to secondary school students in underserved communities. These interventions reflect our belief that UAC's long-term success is closely linked to the wellbeing of the communities we serve.

   12

   13

   
   
   

   Details of our community engagements are provided in the sustainability report on page 52.

   Outlook

   Our focus is on executing UACN's value creation plan for CHI and continuing to build on the progress achieved across our businesses. Nigeria's reform agenda continues to progress, and we remain cautiously optimistic about the medium-term operating environment.

   At the same time, we are mindful of emerging global uncertainties, including geopolitical tensions that could affect global supply chains, and the potential impact on input costs and the broader business environment.

   We enter 2026 as a larger group, with a clear strategic direction and a high-quality management team committed to delivering longterm value for our shareholders.

   Appreciation

   On behalf of the Board, I thank our shareholders for your continued support and confidence in our Company. I also extend my sincere appreciation to our management team and employees for their commitment, and dedication throughout a demanding year. To our customers, suppliers, distribution partners, host communities, and regulators, your trust and partnership remain invaluable to our success.

   Khalifa Biobaku

   Chairman

   30 April 2026 FRC/2025/PRO/DIR/003/685903

   14

   
   
   

   Business Overview

   Governance and Leadership

   Consolidated Financial Statements

   Other National Disclosures

   Shareholders' Information

   National Footprint

   Group Managing Director's Statement

   UACN's strategy is anchored on building

   strong leadership, simplifying the Group structure, investing

   s.

   in technology, and pursuing growth organically and via acquisition

   Fola Aiyesimoju

   Group Managing Director

   Dear Shareholders,

   Welcome to the 2025 Annual General Meeting of UAC of Nigeria PLC at which we will present your company's financial performance for the year ended 31 December 2025.

   UACN's strategy is anchored on building strong leadership and management teams, simplifying the Group structure, investing in technology, and pursuing growth organically and via acquisitions. The acquisition of C.H.I. Limited for ₦182.4 billion in October 2025 was a significant step in delivering inorganic growth and is aimed at leveraging our existing investments in talent and technology.

   Today, UACN is a house of scalable quality brands. We have grown 9x from ₦80 billion of revenue in 2019 to pro-forma revenue of approximately ₦700 billion in 2025.

   CHI is a wonderful business with over 45 years of rich heritage and market-leading brands consumed daily by millions of Nigerians.1 With this acquisition, UACN's portfolio now includes leading positions in two new categories: juice, nectars and still drinks, anchored by Chivita and Capri-Sun2 ; and milk and drinking yoghurt, anchored by Hollandia. The business also deepens our presence in snacks, where SuperBite and Beefie complement our Kingsway and Funtime brands as well as the iconic Gala sausage roll.

   In this letter, I will provide an overview on the operating context, the strategic initiatives we executed during the year, 2025 performance, and our outlook for 2026.

   Operating Context

   The macroeconomic environment in 2025 reflected gradual stabilisation, with moderating inflation, an appreciating Naira, and improving GDP growth. The structural reforms implemented in 2023 and 2024, including the removal of the fuel subsidy and the unification of the foreign exchange market, created a more supportive environment for our businesses, though challenges remained.

   Input costs eased across most of the categories we operate in, including flour, vegetable oil, milk and sugar in our Foods business, titanium dioxide and resins in Paints. Petrol prices moderated slightly but remained materially above pre-liberalisation levels.

   For our Animal Feeds businesses, replacement costs fell below holding cost of inventory on account of steep decline in market prices for certain agricultural commodities. Raw materials in this business are typically procured in advance for the following year. As such, we entered 2025 holding maize and soya bean inventory purchased in 2024, prices for these commodities fell sharply over the course of 2025 putting downward pressure on selling prices and resulting in one-off mark to market charges to ensure carrying value of inventory was in line with market prices.

   Beyond input cost dynamics, consumer purchasing power remained under pressure throughout the year. We responded

   with continued investment in our product portfolio, introducing new pack sizes and price-point options to make our brands more accessible to consumers without compromising on quality or margin.

   Across the Group, our focus on operational discipline, pricing rigour and consumer-relevant innovation enabled us to deliver strong performance through 2025.

   Other Strategic Initiatives

   Beyond the acquisition of CHI, we executed a number of strategic initiatives during the year, organised around three areas: people, growth, and technology.

   1. People

      People are at the heart of UACN's strategy, and talent remains one of our most important priorities. During the year, we filled a number of executive roles across the Group, including a meaningful number through internal promotion, a deliberate output of the talent pipeline we have built through the UAC Academy and our leadership programmes with Oxford University, and the Nigeria University of Technology and Management (NUTM). The acquisition of CHI brought a strong operating team into the Group. We extended long-term incentive schemes across our operating businesses, ensuring teams across the Group share in the value they create.

   2. Growth

      We continued to invest behind growth across our existing businesses. In Paints, we deepened our retail footprint with the addition of 136 new stores and retail touchpoints during the year, reflecting our strategy of bringing the brand closer to the end consumer. In Packaged Food and Beverages, the launch of Gala 'Odogwu', a larger, premium repositioning of one of our most iconic snack brands, exceeded our internal performance benchmarks and supported the momentum in our snacks portfolio.

   3. Technology

Technology continues to be a core enabler of how we run businesses at scale. During the year, we successfully completed an upgrade of our SAP S/4HANA platform, which delivered cost savings in cloud infrastructure and improved data quality across the Group. Our internal technology hub (1879 Tech Hub) continued to develop proprietary tools that automate and streamline our core business processes. The harmonisation of CHI's ERP platform with SAP S/4HANA is a significant initiative, which we will sequence carefully to maximise the odds of flawless execution.

Group Financial Performance

The Group recorded consolidated revenue of ₦341 billion in 2025, representing a 73% increase over the ₦197 billion recorded in 2024. This growth reflects three months of CHI's contribution and continued strong topline growth from our existing businesses, particularly Packaged Food and Beverages (up 28%) and Paints (up 24%).

Reported operating profit of ₦28 billion was impacted by ₦8.5 billion acquisition-related transaction costs, partially offset

1 The company profile of C.H.I. Limited is on page 20 of this report.

2 Produced under license.

16

17

Business Overview

Governance and Leadership

Consolidated Financial Statements

by a ₦4.4 billion bargain purchase gain recognised on the CHI acquisition. On an underlying basis, operating profit was ₦33 billion, 73% higher than the prior year and more representative of the performance of our businesses through the year.

Reported profit before tax was ₦16 billion in 2025, compared to

₦25 billion in 2024, reflecting higher finance costs due to the CHI acquisition, and one-off acquisition costs. Excluding these one-off items, profit before exceptional items was ₦27 billion in 2025. Reported earnings per share was ₦3.62, compared to ₦4.97 in 2024. On an underlying basis, earnings per share was ₦7.34, 1.5x the prior year.

The Group's balance sheet now reflects the scale of the enlarged business. Net debt increased to ₦294 billion following the CHI acquisition, with long-term debt to EBITDA at 3.2x. We expect leverage to reduce progressively over the medium term on account of the Group's cash generation. Free cash flow improved to ₦14 billion, compared to ₦2.1 billion in 2024, a sevenfold improvement that reflects strong cash generation across our businesses and the consolidation of CHI.

Outlook

Our priorities are clear and our ambition for UACN is unchanged. Our vision is to build examples of excellence and prosperity underpinned by integrity. We believe that this vision, pursued with discipline, will deliver sustainable returns to our shareholders for decades to come.

We enter 2026 cautiously optimistic. Inflation continues to moderate, the Naira has remained stable, and growth momentum has carried into the new year. Operating conditions across most of our categories are more supportive than a year ago. In 2026 we will focus on the smooth integration of CHI.

We continue to monitor geopolitical tensions in the Middle East, which have begun to put pressure on global oil markets, shipping routes, and input costs, and are managing these risks actively, prioritising our supply chains and our cost base.

Appreciation

2025 was a pivotal year for UACN. The effort it took to deliver strong operating performance while completing the acquisition and beginning the integration of CHI was significant, and I want to thank my colleagues across the Group, including those we welcomed from CHI, for the resilience, focus, and dedication.

To our customers, suppliers, distribution partners, and financing partners, thank you for your partnership and trust.

To our shareholders, thank you for your continued support and belief in our long-term strategy.

Fola Aiyesimoju

Group Managing Director 30 April 2026

FRC/2019/PRO/DIR/003/00000019806

19

18

‌

Introducing C.H.I. Limited

There is

a Chivita for

Producers of Hollandia, Chivita, Capri-Sun, Beefie and SuperBite

OVERVIEW

C.H.I. Limited ("CHI") is a leading food and beverage manufacturer in Nigeria, with a heritage spanning over four decades. Incorporated in 1980, CHI today operates at the forefront of the country's fast-moving consumer goods sector, with a diversified portfolio across dairy, juice, and snacks distributed nationwide. The Company operates the largest aseptic carton packaging manufacturing site in sub-Saharan Africa, located in Ajao Estate, Lagos, with flexible filling capabilities covering 52 SKUs. CHI maintains a nationwide distribution network. CHI became a wholly owned subsidiary of UAC of Nigeria PLC on 3 October 2025.

BUSINESS SEGMENTS

1. DAIRY

   Hollandia

   CHI's largest segment, anchored by Hollandia, the brand that pioneered Nigeria's first long shelf-life drinking yoghurt and aseptic-packaged evaporated milk. This includes evaporated milk, UHT milk and drinking yoghurt, in pack sizes from 50g to 1 litre.

2. JUICES, NECTARS AND STILL DRINKS

   Chivita and Capri-Sun

   A comprehensive range under the Chivita and Capri-Sun brands. CHI is the exclusive Capri-Sun franchisee in Nigeria. The portfolio spans Chivita 100%, Active, Exotic, Happy Hour, Smartmalt and Ice Tea, alongside Capri-Sun, in pack sizes from 45ml to 1 litre.

3. SNACKS

   Beefie and SuperBite

   The Company's fastest-growing segment, comprising sausage rolls under the Beefie and SuperBite brands. Available in 50g to 85g pack sizes, these products meet evolving consumer demand for convenient and affordable snack options.

   MARKET LEADING POSITIONS

   #1 in drinking yoghurt, #2 in evaporated milk, #2 in juices, nectars and still drinks, #2 in sausage rolls

   Headquartered in Lagos, Nigeria | Manufacturing facility at Ajao Estate, Lagos |

Everyone has a

20

‌

Segmental Performance Report

Revenue increased by 2.2% to ₦2.6 billion (2024: ₦2.5 billion) supported by the launch of Creamy Cove ice cream in September 2025. Growth was constrained by a reduction in the number of operating stores, which impacted transaction volumes.

The segment recorded an operating loss of ₦1.1 billion in 2025, compared to ₦882 million in 2024, driven by a 48% decline in gross profit. Elevated finance costs further impacted performance, resulting in a net loss of ₦1.8 billion (2024: ₦1.3 billion), representing a 38.8% year-on-year increase.

22

26 Notice of Annual General Meeting

32 Profile of Directors

36 Directors' Report

46 Human Resources Report

50 Risk Management Report

52 Sustainability Report

Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

24 25

‌

Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

Notice of Annual General Meeting

N

OTICE IS HEREBY GIVEN that the Annual General Meeting of UAC of Nigeria PLC (the "Company" or "UAC") will be held at Festival Hotel, Diamond Estate, Amuwo Odofin, Lagos on Thursday, 25 June 2026 at 10:00 a.m. in order to transact the

following businesses:

Ordinary Business

1.

To lay before members the Audited Financial Statements for the year ended 31 December 2025, and the Report of the Directors, Auditors and Audit Committee thereon.

1. To declare a dividend.

   To re-elect the following Directors who are retiring by rotation:

2. a. Mr. Khalifa Biobaku, and

   b. Ms. Obi James.

3. To authorise the Directors to fix the remuneration of the External Auditors for the 2026 Financial Year.

4. To elect members of the Statutory Audit Committee.

5. To disclose the Remuneration of Managers of the Company.

   Special Business

   To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company, the details of which are set out in note 11 to this Notice of Annual General Meeting:

6. "That a general mandate be and is hereby given, authorising the Company through the Directors to enter into recurrent transactions with related parties or companies until reviewed by the Company at an Annual General Meeting."

   To consider and, if thought fit, pass the special resolution set out in note 12 to this Notice of Annual General Meeting

7. approving the Long-Term Incentive Plan for employees, as proposed by the Board of Directors and further described in the Circular attached to this Notice.

Dated this 18th day of May 2026

BY ORDER OF THE BOARD

AYOMIPO WEY

COMPANY SECRETARY FRC/2013/NBA/00000003124

NOTES

1. PROXY

   Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. A proxy form must be completed and deposited at the office of the Company's Registrar, Africa Prudential PLC, 220B Ikorodu Road, Palmgrove, Lagos or sent via email to cxc@africaprudential.com not later than 48 hours before the time fixed for the meeting.

2. STAMPING OF PROXY

   The Company has made arrangements at its cost for the stamping of duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated timeline.

3. CLOSURE OF REGISTER

   The Register of Members and Transfer Books will be closed from 12 June 2026 to 18 June 2026 (both dates inclusive) for the purpose of updating the Register of Members and payment of Dividend.

4. DIVIDEND

   Directors have recommended to members the payment of a dividend of N1.00 per share. A resolution to this effect will be put to the meeting for the approval of members. If the Dividend recommended by the Directors is approved by members at the Annual General Meeting, Dividend will be paid, subject to withholding tax, on 26 June 2026 to the shareholders whose names appear in the Company's Register of Members at the close of business on 11 June 2026.

   Shareholders are advised to complete the e-dividend registration form by clicking on the "Claim Your Dividend" link available at Africa Prudential Plc's self-service portal to enable direct credit of their dividend on 26 June 2026.

5. NOMINATION TO THE STATUTORY AUDIT COMMITTEE

   Pursuant to Section 404(6) of the Companies and Allied Matters Act, 2020 ("CAMA"), any member may nominate a shareholder as a member of the Statutory Audit Committee by giving notice in writing of such nomination. Such notice shall reach the Company Secretary not later than 4 June 2026, being at least 21 days before the Annual General Meeting. Section 404 (5) CAMA provides that all members of the Statutory Audit Committee must be financially literate and at least one member shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. To ensure validity, nominations should be accompanied by a copy of the nominee's curriculum vitae and evidence of financial literacy.

6. RIGHT OF SECURITIES' HOLDERS TO ASK QUESTIONS

   Shareholders and other holders of the Company's securities have a right to ask questions not only at the meeting, but also in writing prior to the meeting, and such questions must be submitted to the Company on or before 23 June 2026.

7. UNCLAIMED DIVIDENDS

   Shareholders who are yet to claim their outstanding dividends are hereby advised to complete the e-dividend registration form by clicking on the "Claim Your Dividend" link available at Africa Prudential Plc's self-service portal for the purpose of claiming their outstanding dividends.

   A list of shareholders who are yet to claim their dividends as of 31 March 2026, is available on the Company's Website at www. uacnplc.com.

8. BIOGRAPHICAL DETAILS OF THE DIRECTORS FOR RE-ELECTION

   In accordance with the provisions of the Company's Articles of Association, the Directors to retire by rotation at the 2026 Annual General Meeting are Mr. Khalifa Biobaku and Ms. Obi James. The

   retiring Directors, being eligible, offer themselves for re-election.

   The biographical details of the Directors submitted for re-election are contained in the Annual Report and on the Company's website at https://www.uacnplc.com.

9. E- ANNUAL REPORT PUBLISHED ON THE WEBSITE

   In order to improve delivery of our Annual Report, we have inserted a detachable Form to the Annual Report and hereby request shareholders who wish to receive the Company's Annual Report in an electronic format to complete and return the Form to the Registrars for further processing. In addition, Annual Reports are available online for viewing and download from our website at https://www.uacnplc.com.

10. VOTING BY INTERESTED PERSONS

    In line with the provisions of Rule 20.8(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 7 above.

11. RECURRENT TRANSACTIONS WITH RELATED PARTIES

    UAC operates a group structure with subsidiaries and associate companies. By virtue of the group structure, there are routine intercompany and intra-group transactions that occur throughout the year. UAC specifically seeks to promote efficient financial management, with UAC granting working capital support facilities to subsidiary and associate companies and vice versa in furtherance of optimal treasury management. Transactions are carried out on arm's length terms and conditions subject to compliance with the applicable laws and regulations.

12. LONG-TERM EMPLOYEE INCENTIVE PLAN ("LTIP") - SPECIAL RESOLUTION FOR SHAREHOLDER APPROVAL

    To consider and if thought fit, approve the following sub-joined resolutions as a special resolution of the Company:

    1. "Subject to all requisite regulatory approvals, that the Company hereby approves the Long-Term Incentive Plan (the "LTIP") described in the Notice of the AGM and that the Directors be and are hereby authorised to take all such steps and to do all such things as are required to give effect to the establishment of the LTIP, including but not limited to the establishment of an Employee Share Option Scheme (the "VCP") as the component of the LTIP, subject to a maximum size of an additional 10% of the issued share capital of the Company;

    2. That the VCP shall be administered by the Board, and the Board may, in its discretion, do so through the appointment of a trustee on such terms and conditions as may be approved by the Board;

    3. That in order to give effect to the VCP the Board may authorise

       (i) the issue of any existing unissued shares in the capital of the Company (ii) the issue of new shares or (iii) the purchase by the Company of its own shares or the purchase by trustee of shares of the Company on the floor of the Nigerian Exchange, or (iv) through such other methods as may be approved by the Board, whether solely or in such combination as the Board may determine;

    4. That any shares purchased by the Company or by the trustee under the proposed VCP on the floor of the Nigerian Exchange shall not at any time exceed a maximum of an additional 10% of the issued share capital of the Company;

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    5. That the authorisations granted to the Board of the Company with respect to the VCP shall remain valid and effective unless amended by the shareholders in general meeting, for as long as the VCP remains in operation by the Company."

       
       
       

       Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

       LONG-TERM EMPLOYEE INCENTIVE PLAN ("LTIP") - CIRCULAR TO THE COMPANY'S SHAREHOLDERS

       UAC's objective is to generate attractive long-term, risk-adjusted returns for shareholders. In pursuit of this objective, the Company has implemented a number of strategic initiatives aimed at reducing complexity, sharpening focus on its core operating platforms, transforming the scale of the Group's operations and creating sustainable value.

       On 30 June 2021, the Company's shareholders approved an initial Value Creation Plan (the "Initial VCP"), designed to ensure that UAC continues to attract, retain, and motivate talented managers with an owner's mindset. Creating shareholder value remains a key focus of the Board, and Management continues to prioritise growth, scale, and simplicity in delivering this objective.

       Since the Initial VCP was approved, the business has scaled significantly. Group revenue has grown from ₦81 billion in 2020 to ₦340 billion in 2025, and underlying profit before tax has grown from ₦3.6 billion to ₦27 billion. On a pro-forma basis, including the full year of contribution from C.H.I. Limited, 2025 Group revenue is approximately ₦700 billion and profit before tax is ₦36 billion, a tenfold increase from the 2020 base.

       Over the LTIP performance period, the Company's share price has grown tenfold from ₦10 in July 2021 to ₦100 in April 2026. Total shareholder return, which is share price appreciation plus dividends paid, compounded at approximately 62% per annum, more than three times the LTIP's 18% per annum threshold.

       The Board believes that the Initial VCP has been instrumental to the value created for shareholders and therefore recommends a re-introduction of the VCP model (the "VCP") to support sustained performance, while continuing to attract, retain, and motivate talented managers with an owner's mindset. Of particular importance is the need to reinforce long-term thinking and decision-making across the leadership team.

       To this end, the Company engaged the services of PricewaterhouseCoopers LLP UK to advise the Board on a framework that supports its strategic ambitions, while ensuring the retention and motivation of key talent.

       In designing an LTIP that addresses these objectives, the Board was guided by five key remuneration principles. The remuneration structure should:

       1. provide an appropriate incentive to focus management on delivering exceptional performance and driving shareholder value creation;

       2. reward management based on value created and the achievement of key strategic milestones;

       3. promote entrepreneurial behaviours;

       4. be palatable to shareholders and aligned with governance standards; and

       5. ensure that executives act with owners' mindset.

With these principles in mind, the Board is proposing a reintroduction of the VCP that aligns the interests of executives and shareholders over a five-year period, with performance measured by Management's ability to maximise the value of UAC.

The Board believes that by focusing Management on the single objective of maximising UAC's value, direct alignment between Management and shareholder goals will be strengthened. Consistent with the principle of pay-for-performance, the VCP is

structured such that there will be no payout if defined thresholds are not met. Participants will only become entitled to a share of the value created where a minimum return to shareholders is delivered.

Value Creation Plan

A VCP has been designed to incentivise employees to deliver exceptional returns for shareholders over a five-year period (the "Performance Period"). Under the VCP, participants will receive (in the form of ordinary shares in the Company ("Shares") a proportion of the value delivered for shareholders over a five-year period, provided that the Company delivers a minimum total shareholder return ("TSR") of 18% per annum. Should this return be delivered, an incentive pot equal to 10% of the value created will be set aside for distribution to participants.

Eligibility

Selection of employees to participate in the VCP is at the discretion of the Board. As with the 2021 VCP, participation in the proposed VCP will be supervised by the Board through the Governance and Remuneration Committee of the Board (the "GRC").

Participation rights

Under the proposed VCP, the Board of the Company may grant an eligible employee a right (a "Conditional Award") to receive a proportion of the Company's total shareholder return if a threshold TSR (the "Threshold TSR") is achieved. The Threshold TSR will be an 18% compound annual return. If the Threshold TSR is achieved, the Participant Benefit will be calculated and will be available for distribution to participants. The proportion to which the participant is entitled (the "Participation Rate Percentage") will be set at the time the Conditional Award is granted.

The "Participant Benefit" means:

1. on the first conversion of the relevant Conditional Award, the difference between the market capitalisation on the first Measurement Date plus any dividends or distributions made during the period between the Initial Date (i.e. in respect of a Conditional Award, the Conditional Award Date, or such other date as is determined by the Board) and the first Measurement Date, less the initial market capitalisation;

2. for any conversion after the first Conversion of the relevant Conditional Award, the difference between the market capitalisation on the relevant Measurement Date plus any dividends or distributions made during the period since the last Measurement Date, less the market capitalisation on the last Measurement Date, multiplied by 10 per cent and further multiplied by the Participation Rate Percentage.

Conditional Awards may be granted by the Board at anytime.

A Conditional Award may not be made when prevented by any Dealing Restrictions; or after the fifth anniversary of the shareholders' approval of the VCP.

At the time the Conditional Award is granted, the Board will set the dates by reference to which the value of the Conditional Award will be measured for each year of the performance period. These dates will normally be the 30 days following the announcement of the Company's results for each financial year in the performance period (the "Measurement Date"). Following each Measurement Date, the Conditional Award will convert into a nil cost option with the number of Shares subject to the nil cost option to be determined in accordance with the following steps:

The Board shall determine the number of Shares subject to a Nil Cost Option to be granted to an Award Holder in accordance with the following method:

1. For each Measurement Date, calculate the measurement TSR for the relevant Measurement Date.

2. The Conditional Award shall only convert if the measurement TSR for the relevant Measurement Date meets or exceeds the Threshold TSR;

3. If the condition in paragraph 2 above is met, calculate the Participant Benefit for the purposes of the conversion.

4. The participant shall on conversion be entitled to the grant, on the conversion date for the relevant Measurement Date or as soon as practical thereafter, of a nil cost option over the number of Shares which equates to the Participant Benefit divided by the measurement share price for that Measurement Date, rounded down to the nearest whole Share.

5. At the relevant conversion date, if on the conversion of the Conditional Award the number of Shares to be granted to the participant under the nil cost option (when aggregated with the number of Plan Shares under any nil cost options granted on any previous Conversion Dates and which have not lapsed) shall exceed an additional 10% of the issued share capital of the Company, the Board shall reduce the number of Shares subject to the nil cost option accordingly.

Form of awards

The Board may deliver awards either as nil-cost options over Shares or equivalent rights. No awards may be granted when prevented by any dealing restrictions.

Vesting and exercise of awards

Nil cost options will vest as follows:

1. For each nil cost option granted on the first Measurement Date of the relevant Conditional Award:

   1. the nil cost option shall vest over 50 per cent of the Shares subject to the nil cost option on the date on which the nil cost option was granted; and

   2. the remaining 50 per cent of the Shares subject to the nil cost option which did not vest under paragraph a above shall vest on the third Measurement Date of the relevant Conditional Award; and

2. For each nil cost option granted on the second Measurement Date of the relevant Conditional Award:

   1. the nil cost option shall vest over 50 per cent of the Shares subject to the nil cost option on the date on which the nil cost option was granted; and

   2. the remaining 50 per cent of the nil cost option which did not vest in paragraph a above shall vest on the third Measurement Date of the relevant Conditional Award; and

3. For each nil cost option granted on or after the third Measurement Date of the relevant Conditional Award, the nil cost option shall vest over all of the Shares subject to the nil cost option on the date the nil cost option is granted.

Any vesting of an award described above is subject to the discretion of the Board to vary the level of vesting, where it considers that the formulaic vesting would not be a fair and accurate reflection of business performance, the participant's personal performance, and such other factors as the Board may consider appropriate.

Awards structured as nil-cost options may normally be exercised during the period from vesting until the tenth anniversary of the

grant date of the Conditional Award.

Plan limits

The aggregate number of Shares over which nil cost options may be granted under the proposed VCP shall not exceed 10 per cent of the Company's issued share capital from time to time. For the avoidance of doubt, this is additional to the 10 per cent of share capital permitted for the grant of awards under the Company's previous Value Creation Plan adopted in 2021.

Awards which have lapsed or have been renounced will not count towards the limits set out above.

Malus and clawback

Under the rules of the VCP, the Board may, in its absolute discretion, invoke malus and/or clawback provisions at the time of conversion of a Conditional Award or vesting of a nil cost option (or at any time before) if the Board determines there have been exceptional circumstances. These circumstances may include (without limitation) any one or more of the following:

1. Discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any UAC Group member.

2. The assessment of any performance target or condition in respect of a Conditional Award or nil cost option was based on error, or inaccurate or misleading information.

3. The discovery that any information used to determine the number of Shares subject to a nil cost option was based on error, or inaccurate or misleading information.

4. Action or conduct of the participant occurs or is discovered which in the reasonable option of the Board, amounts to fraud or gross misconduct.

5. Events or behaviour of the participant have led to the censure of a UAC Group member by a regulatory authority or have had a significant detrimental impact on the reputation of any UAC Group member provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them.

6. A material failure of risk management of the Company or a UAC Group member or a business unit of the Group occurs or is discovered.

7. The Company or any UAC Group member or business of the UAC Group becomes insolvent or otherwise suffers a corporate failure so that the value of the Shares is materially reduced, provided that the Board determines following an appropriate review of accountability that the participant should be held responsible (in whole or in part) for that insolvency or corporate failure.

Under these provisions, the Board may reduce and/or impose additional conditions on the amount of any outstanding award or require the participant to return some or all of the value of the Shares received under the award.

Cessation of employment

Except in certain circumstances set out below, if a participant ceases to hold office or employment with a member of the UAC Group, he/she will lose his/her entitlement to any Conditional Award and unvested awards he/she holds.

However, if a participant ceases to hold office or employment because of his/her death, injury, ill health, disability, redundancy, retirement by agreement with the Company, the sale of the

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participant's employing company or business of the UAC Group or in other circumstances at the discretion of the Board (a "Good Leaver Reason"):

1. the Board may in its absolute discretion allow the Conditional Award to continue until the Measurement Date following his cessation of office or employment; and

2. any unvested award may, at the Board's discretion, continue to vest on the date when it would have vested as if he/she had not ceased office or employment.

Where a participant ceases to hold office or employment for a Good Leaver Reason, the Conditional Award in respect of the year in which cessation of office or employment occurs and/or the extent to which any unvested awards vest, may, at the Board's discretion, be prorated to reflect the period of time between the grant of the Conditional Award and the date of cessation of office or employment.

If a participant dies, the Board may determine that the personal representatives of the deceased participant shall be entitled to exercise the nil cost options of the deceased participant at such earlier date and for such period as it may determine. If not so exercised, the nil cost options shall lapse at the end of such period. Where awards have been structured as options, they may (to the extent vested) be exercised following the participant's cessation of office or employment during a period determined by the Board.

Corporate events

In the event of a change of control or winding up of the Company:

1. the Board will determine the value of any outstanding Conditional Award using as the measurement price the value of the offer consideration per share in connection with the change of control, or in the case of a winding up, the proceeds per share on the winding up; and

2. to the extent not vested, nil cost options will vest at the time of such corporate event.

Alternatively, the Board may decide that any outstanding Conditional Awards and awards will be exchanged for equivalent awards agreed with the acquiring company.

Amendments

The Board may, at any time, amend the provisions of the VCP Rules in any respect. The prior approval of the Company's shareholders will be obtained in the case of any amendment to the advantage of current or future participants which is made to the provisions relating to the basis for determining an eligible employee's entitlement (or otherwise) to be made an award and/or to acquire Shares on the exercise of a nil cost option (as the case may be) under the VCP; the persons to whom an award may be made; the limit on the aggregate number of Shares over which awards may be made; the adjustment of awards on a reorganisation; or provisions on amendments to the VCP Rules. There are however exceptions to the requirement to obtain shareholder approval, e.g. any minor amendment to benefit the administration of the VCP; to take account of any change in legislation; to comply with a decision of a Nigerian Court; or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or member of the UAC Group.

Non-transferability

Awards are not transferable other than to participants' personal representatives in the event of their death, or where exceptionally the Board has permitted a Conditional Award to be held by a trustee

on behalf of the participant. Awards will also lapse immediately if the participant purports to transfer, charge, or otherwise alienate the Conditional Award, unless the Board determines otherwise.

Reorganisation of capital

In the event of a reorganisation of capital or an event affecting the capital or funding of the UAC Group (including, by way of example but without limitation, where UAC makes any acquisition which is funded in whole or in part by debt financing):

1. in relation to a Conditional Award, the initial market capitalisation, the Threshold TSR, the Participation Rate Percentage, the description of the Shares, or any one or more of these; or

2. in relation to a nil cost option, the number of Shares subject to the nil cost option, the description of the Shares, or any one or both of these, or

such other factors as are determined to be appropriate shall be adjusted in such manner as the Board, shall determine, and which the Company's advisors selected for this purpose confirm to be fair and reasonable.

Rights attaching to shares

Any Shares allotted or transferred in connection with the VCP will normally rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their issue or transfer).

Benefits not pensionable

The benefits received under the VCP are not pensionable.

Rationale for the implementation of the VCP

The Board of Directors believes that it is in the best interest of shareholders to support the proposed arrangement for the following reasons:

1. It Focuses on long-term sustainable performance

   It is imperative that our employees are focused on making appropriate and timely decisions aimed at delivering sustainable business performance, and have the flexibility to respond to the challenges faced by our business in order to protect value, and/or develop opportunities as they arise. The LTIP has been designed to support our employees in making these decisions whilst also promoting sustained market performance.

2. It fosters alignment to shareholder experience

   Through the LTIP, employees share in the same ownership experience as the Company's shareholders, and will share directly in the growth of the Company if they meet the targets that have been set under the LTIP.

3. It fosters attraction and retention of the best talent

   The ability to deliver market leading levels of reward is essential for UAC, as we compete for talent with Nigeria's best institutions. Our employees are key to the delivery of the Company's growth strategy. The proposed plan is considered to be the best way to focus management on tangible value creation over the long term, and retain critical talent.

   Shareholder access to VCP rules

   The VCP Rules are available for review here up to and including the date of the Annual General Meeting and at the place of the Annual General Meeting from one hour prior to its commencement until its conclusion.

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   Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

   PFofile of DiFectoFs

   
   
   

   Mr. Khalifa A. Biobaku

   Chairman, Joined the Board 29 March 2022

   Mr. Biobaku is the Chairman and Non-Executive Director on the Board of UACN, having been appointed Chairman on 5 February 2025. Prior to his appointment as Chairman, he served as Vice Chairman, a position to which he was elected by the Board on June 21, 2023. He joined the UAC Board on March 29, 2022.

   Mr. Biobaku is a director of Themis Capital Management, UACN's core shareholder, and the Founder and Director of Dalio Property Development Company Limited, an active real estate investment company in Nigeria, which is one of UACN's top shareholders.

   Mr. Biobaku is a seasoned finance and investment professional with over twenty years of experience spanning investment banking, fund management and private equity across Europe, the Middle East and Africa. For almost 10 years, Mr. Biobaku was a co-Managing Partner of Blakeney Management, London, a specialist emerging markets investment firm. He has also worked at Goldman Sachs International, London; Morgan Stanley International, London; Davidson Kempner Partners, London.

   He has extensive experience in strategy development and execution, capital raising, corporate actions and restructurings, commercial negotiations and effective team building. Mr. Biobaku graduated with a M.Eng in Engineering, Economics and Management from Oxford University. He has a post-graduate degree in Real Estate Economics and Finance from the London School of Economics.

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   Current Directorships: Dalio Property Development Company Limited, Themis Capital Management, Themis Consulting Services, AM&P Advisory Services, newAGE-Northstar 1 LLP, GPMT Nationwide, Alerzo PTE LTD, newAGE Holdings Limited, TCM Beta Sidecar 1

   Mr. Folasope B. Aiyesimoju

   Appointed 28 March 2018

   Fola Aiyesimoju is the Group Managing Director of UAC of Nigeria PLC, a holding company with interests in packaged food and beverages, animal nutrition, paint, real estate, quick service restaurants, and logistics. Under his leadership, UAC has undergone significant growth, focusing on operational excellence, technology, risk management, and capital allocation for long-term value creation.

   Fola has over two decades of experience spanning investment banking, principal investing, private equity and corporate leadership. Prior to joining UAC, he held roles at leading institutions including Standard Bank, Ocean and Oil Holdings, and Kohlberg Kravis Roberts (KKR).

   Fola is passionate about African enterprise and long-term capital formation. He is the founder of Themis Capital Management, a long-term investment company focused on building sustainable businesses in Africa.

   He holds a degree in Real Estate Management from the University of Lagos and earned the right to use the CFA charter in 2006. He chairs the boards of directors of Chemical and Allied Products PLC, Grand Cereals Limited, C.H.I. Limited, UAC Foods Limited and UAC Restaurants Limited, all subsidiaries of UAC. He also serves on the board of directors of Juven Africa.

   Mrs. Funke A. Ijaiya-Oladipo

   Appointed 28 July 2021

   Mrs. Ijaiya-Oladipo is a finance, capital markets, and leadership expert with 20 years of experience across Nigeria, South Africa, and the United Kingdom.

   Over the course of her career, she has raised hundreds of billions of Naira in capital and led mergers, acquisitions, and complex restructurings including advisory experience at leading global financial institutions including Goldman Sachs, Stanbic IBTC, and the Standard Bank Group.

   She was appointed Group Finance Director of UACN in July 2021. She is responsible for the Group's finance strategy and investor relations, while providing financial stewardship and governance oversight across UACN's subsidiaries.

   Since joining UACN in 2020, initially as Head of Investor Relations, she has transformed how finance supports strategy, driven value creation across UACN's portfolio, and strengthened investor confidence.

   Beyond the boardroom, she is passionate about talent development, advancing gender equity, and African excellence.

   She holds a B.Sc. in Economics and an M.Sc. in Project & Enterprise Management, both from University College London (UCL), and is a CFA charterholder.

   Current Directorships: C.H.I. Limited, UAC Foods Limited, Grand Cereals Limited, Sponsors for Educational Opportunity Africa (SEO Africa), a non-profit focused on developing African youths into future leaders

   Mr. Adebolanle O. Badejo

   Appointed 28 July 2023

   Mr. Badejo is a seasoned operations and finance executive with over 18 years of experience spanning business management, principal investing, and investment banking across North America, Europe, and Africa. His core expertise includes strategy development, commercial operations, capital allocation, and building high-performing teams. He has also advised companies on complex corporate actions, including mergers and acquisitions, capital raising, and corporate restructuring.

   Mr. Badejo currently serves as the Group Investment Director at UACN, where he leads value creation and growth initiatives across UACN's portfolio companies while identifying new investment opportunities. He also contributes significantly to governance and strategic oversight as a Board member of several UAC subsidiaries.

   Before assuming his current role, Mr. Badejo was the Managing Director of UACR, where he drove operational excellence and strategic growth. Prior to that, he served as an Investment Executive at UACN, managing the group's interests in the Food and Beverage sectors.

   Earlier in his career, Mr. Badejo was a Principal at Themis Capital Management, a private investment firm dedicated to long-term value creation through concentrated investments in Africa.

   His foundation in corporate finance was built during a decade-long tenure with leading global investment banks. At Standard Bank, he executed mergers, acquisitions, restructurings, and capital raising transactions. At Morgan Stanley in New York, he participated in multi-billion-dollar transactions for major corporations.

   Mr. Badejo holds a B.Sc. in Systems Engineering from the University of Virginia and dual MBA degrees from Columbia Business School and London Business School through the prestigious Joint Global Executive MBA program.

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   Current Directorships: C.H.I. Limited, Chemical and Allied Products PLC, Livestock Feeds PLC, Grand Cereals Limited, UAC Restaurants Limited, UAC Foods Limited, MDS Logistics Limited.

   
   
   

   Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

   
   
   

   Dr. Karl O. Toriola

   Appointed 1 January 2020

   Dr. Toriola is the MD/CEO of MTN Nigeria, and Vice President for MTN Francophone Africa; prior to that, he was the Group Vice President of West and Central Africa (WECA) at MTN Group Limited from 2016 to March 1st, 2021. He has held many senior roles in MTN including Chief Technical Officer, Network Group (NWG), MTN Nigeria and Chief Executive Officer, MTN Cameroon.

   In April 2015, he was appointed the MTN Group Operating Executive where he had direct responsibility for 13 MTN Subsidiaries in 13 countries with their respective CEOs reporting to him. Prior to joining MTN Nigeria as Chief Technical Officer in 2006, he was the Chief Operations/Regional Officer for Vmobile Nigeria (now Airtel Nigeria) where he was responsible for operations.

   Dr. Toriola has extensive Governance and Board membership experience, serving on various boards of multinationals since 2010. Dr. Toriola previously served on the Boards of MTN Nigeria, Ivory Coast, Cameroon, American Towers, Jumia Africa.

   He currently serves on the Boards of MTN Nigeria, MTN Ivory Coast, MTN Cameroon, and MoMo PSB Nigeria. He is a Fellow of the Nigerian Society of Engineers and a fellow of National Academy of Engineering in Nigeria. He is also a member of the Institute of Directors. He is an alumnus of global leading business schools, including Stanford Business School, London Business School, Harvard Business School, Institute of Management Development (IMD.) Switzerland, he has a senior Executive program with Stanford Business School, among others. He was awarded an Honorary Doctorate from OAU, Faculty of Engineering, Ile Ife. He joined the Board of UACN as an Independent Non-Executive Director with effect from 1st January 2020.

   Current Directorships: T.R. Cameron Limited Nigeria, Cameron Hotels Limited, Rokada Limited, MTN Nigeria Communication Limited, Nigerian Economic Summit Group (NESG), Momo Payment Service Bank, LITF (Lagos International Theatre Festival) Board, Lagos

   Previous Directorships: Chairman, MTN/Areeba Guinea, American Towers Uganda, MTN subsidiaries in Francophone West Africa, Jumia Africa, Lagos State University Nigeria

   Mrs. Suzanne O. Iroche

   Appointed 1 August 2019

   A seasoned Banker, Mrs. Iroche currently has interests in Financial Consultancy, Governance and painting as a self-styled Artist. She has significant experience on both publicly quoted and private company Boards.

   She has over 35 years of broad-based experience in Merchant and Commercial Banking spanning the areas of Corporate and Institutional Banking, Correspondent and International Banking, Treasury and Regional expansion.

   She commenced her banking career at International Merchant Bank after which she moved to Chartered Bank as a pioneer member of staff to set up the Treasury Division and subsequently moved to Credit and Marketing.

   She worked at United Bank for Africa (UBA) and served as Executive Director, Wealth Management, responsible for Treasury, Correspondent Banking, Asset Management, Trustees and Pension Custody. During her time at UBA, Mrs. Iroche also served as Executive Director Global Banking where she was responsible for UBA's African regional expansion and establishment of subsidiaries across the Continent.

   In 2009, she was appointed as turnaround CEO of FinBank PLC by the Central Bank of Nigeria (CBN) as part of its financial sector reform programme to ensure financial system stability. She successfully completed the assignment in 2012. She is currently a Director with Strategic Alliance Promotion Company which is involved in Business Consultancy and Investment Promotion. Mrs. Iroche joined the Board of UACN as an Independent Non-Executive Director with effect from 1st August 2019.

   Current Directorships: Strategic Alliance Promotion Company Ltd, Coronation Life Assurance Limited, Advisory Board member WISCAR (Women in successful careers), GENAI Learning Concepts Limited

   Previous Directorships: The University of Lagos Advancement Board, FinBank PLC, United Bank for Africa PLC, FCMB Pensions Ltd, Union Bank United Kingdom, Coronation Merchant Bank, Ethniki Limited, Travelex Nigeria

   Ms. Obi N. James

   Appointed 1 March 2025

   Ms. Obi James is a highly experienced leadership expert and board member with over 20 years of experience in organisational transformation working across several industries in Europe, Africa, and the Americas.

   She is the Founder and Managing Director of Obi James Consultancy Limited, a global leadership development consultancy established in 2010. As an executive coach and advisor to FTSE 100 and Fortune 500 companies, she has a proven track record of working with firms such as Morgan Stanley, Bank of America, Bloomberg, and Northern Trust.

   She is the author of the #1 Amazon bestseller, "Let Go Leadership: How Inclusive Leaders Share Power to Drive High Performance." Ms. James graduated with a degree in Physiology from University College London.

   She was appointed to the Board of UACN effective 1 March 2025 as an Independent Non-Executive Director.

   Mrs. Amina Muhtar

   Appointed 1 March 2025

   Mrs. Muhtar is a seasoned professional with a diverse background spanning global health, digital transformation, and the public sector. She is currently a Senior Program Officer at the Gates Foundation, where she oversees partnerships with a range of organisations to improve access to new and existing vaccines and to reduce mortality and morbidity from vaccine-preventable diseases in lower-income countries.

   Prior to this, Mrs. Muhtar spent a decade at McKinsey & Company, advising clients across financial services, healthcare, and government sectors, primarily in Nigeria and across sub-Saharan Africa. She also worked in McKinsey & Company's New York office, supporting Fortune 500 companies in the design and execution of large-scale digital transformation programs.

   Mrs. Muhtar graduated with a Bachelor's degree in Commerce, Finance and Economics from McGill University, Canada, and a Masters in International Economics & Development from Johns Hopkins University, USA. She was appointed to the Board of UACN effective 1 March 2025 as an Independent Non-Executive Director.

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   Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

   Director's Report

   Profit for the year	Group 2025 N'000	2024 N'000	Company 2025 2024 N'000 N'000
   Profit/(loss) for the year	9,908,464	16,310,628	(7,596,185)	6,580,019

   The Directors have the pleasure of presenting the annual report for the year ended 31st December 2025, together with the audited

   Dividend

   The Directors are pleased to have recommended to shareholders

   consolidated and separate financial statements of UAC of Nigeria PLC and its subsidiaries (the "Group").

   well as relevant statutory provisions, including amendments over time. These provisions include the Companies and Allied Matters

   Changes to the Board

   In 2025, the following changes occurred to the membership of the Board:

   1. Mr. Khalifa Biobaku was appointed as Chairman of the Board, with effect from 5th of February 2025. Mr. Biobaku joined the Board on 29 March 2022 as a Non-Executive Director and was appointed Vice Chairman on June 21, 2023;

   2. Mr. Daniel Agbor exited the Board, with effect from 7th February 2025;

   3. Ms. Obi James was appointed to the Board as an Independent Non-Executive Director, with effect from 1st of March 2025;

   4. Mrs. Amina Muhtar was appointed to the Board as an Independent Non-Executive Director, with effect from 1st of March 2025; and

   5. Mr. Bolaji Odunsi retired from the Board with effect from 31st of March 2025.

the payment of an ordinary dividend of 1 Naira (2024: 22 Kobo) per ordinary share to members representing ₦2.9 bn in cash distribution.

Cash Dividend (net of withholding tax) will be paid on 26 June 2026 to shareholders whose names appear in the Company's Register of Members as at the close of business on 11 June 2026. The resolution to this effect will be put to the meeting, for the approval of members.

Activities

UAC of Nigeria PLC is a holding company with Six (6) subsidiaries with interests organised around four (4) principal sectors as follows: Animal Feeds and other Edibles, Paints, Packaged Food and Beverages, and Quick Service Restaurants. The Company also has interests in a leading logistics company as well as a real estate development company.

Corporate Governance

This Corporate Governance Report (the "Report") provides details on the Company's governance structures, policies, and practices, along with an analysis of environmental and social risks and opportunities. The Company's corporate governance framework is aligned with its Memorandum and Articles of Association, as

Act No. 3 of 2020 ("CAMA"), the Investment and Securities Act No. 29 of 2007, the Securities and Exchange Commission's Corporate Governance Guidelines ("SCGG"), the Nigerian Code of Corporate Governance (2018) (the "Code"), the rules and regulations of the Securities and Exchange Commission and the Rule Book of the Nigerian Exchange Limited.

The Board of Directors

The Company's Articles of Association outline that the Board of Directors is responsible for overseeing and managing the Company's operations and exercising any rights not specifically reserved for the general meetings of the Company as required by law or the Articles of Association.

As of 31 December 2025, the Company's Board of Directors (the "Board") consisted of eight (8) members: five (5) Non-Executive Directors and three (3) Executive Directors.

During the period under review, the Board was chaired by a Non-Executive Chairman, separate from the Group Managing Director ("GMD"). The GMD leads the Company's management team in alignment with the Board's directives. The members of the Board and their classification during the period under review are as follows:

Following the above, the following persons are the current members of the Board:

Mrs. Amina Muhtar Independent Non-Executive Director

Mr. Khalifa Adebayo Biobaku Non-Executive Chairman

Ms. Obi Noora James

Appointed with effect 1st March 2025

Mrs. Amina Muhtar

Independent Non-Executive Director

Appointed with effect 1st March 2025

Non-Executive Chairman

Every Director has access to the advice, guidance and services of the Company Secretary. With the approval of the Chairman of the Board, Non-Executive Directors may elect to seek advice from third-party professionals in areas where such advice will enhance the quality of their contributions to Board deliberations.

The following are matters reserved for the Board:

1. Considering and making decisions on Company policies and strategies formulated and presented to the Board by senior management, as well as oversight of the management and conduct of the business;

2. Oversight over, and approval of, the Company's risk management framework;

3. Succession planning and the appointment, training, remuneration and replacement of Board members and senior management;

4. Oversight of the effectiveness and adequacy of internal control systems;

5. Oversight of the maintenance of the Company's communication and information dissemination policies;

6. Performance appraisals and compensation for Board

   1. Ensuring the integrity of financial controls and reports;

   2. Ensuring ethical standards are maintained including approving and enforcing a code of ethics and business practices for the Company, employees and Directors;

   3. Ensuring compliance with the Company's Memorandum and Articles of Association, applicable laws, regulations, standards and the Nigerian Code of Corporate Governance 2018;

   4. Defining the scope of authority delegated to Board Committees and senior management, including relevant checks and balances; and

   5. Defining the scope of corporate social responsibility through the approval of relevant policies.

      Alternate Directorship

      There was no alternate directorship during the year under review.

      Directors' Remuneration

      In accordance with Principle 16.8 of the Code, the Company is committed to transparency and accountability by disclosing the remuneration paid to its directors. The breakdown of the remu-

      Mr. Daniel Owor Agbor

      Exited the Board with effect 7th February 2025

      members and senior executives;

7. Ensuring effective communication with shareholders and the

neration paid to each Director is as follows:

Mr. Bolaji Adekunle Odunsi

Independent Non-Executive Director

Exited the Board with effect 31st March 2025

investing public;

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Business Overview Governance and Leadership Consolidated Financial Statements Other National Disclosures Shareholders' Information National Footprint

Attendance of Directors at 2025 Board Meetings

Gender diversity and proportion of women in UACN

The Company remains committed to ensuring equal workplace opportunities regardless of gender, within the organisation. There is notable representation of women within middle and senior management, as well as at the board level across the Group.

Board appointment process

The process of appointing Directors involves an assessment to identify the necessity of appointing an additional Director, either to fill a vacancy or otherwise. The curriculum vitae of suitable candidates proposed by Board members, taking into consideration the required skills, competence and experience, are referred to the Governance and Remuneration Committee (the "GRC").

SCGG; the NCCG; the Company's Code of Business Conduct; and major policies of the Company approved by the Board. Newly appointed Directors are provided with Board and Board Committee minutes to help them gain valuable insights and have a better understanding of the key deliberations of the Board in the preceding years. In addition, newly appointed Directors receive briefings on various aspects including UAC legacy, core values and business verticals. The orientation covers corporate governance framework; fiduciary duties of Directors; the Company's delegation of authority framework; the Company's investor relations; and performance and talent management at the Company. Additionally, they are also given an overview of the Company's budget to enhance their understanding of its financial landscape.

The GRC reviews the suitability of potential candidates in line with the Board's requirements and may seek input from stakeholders, including Directors, shareholders, advisers, consultants, and senior management. If the requirement is for an Executive Director, the GRC will rely on input from the GMD and the Chief Operating Officer ("COO"). Where the role to be filled is that of the GMD, the Board Chairperson shall be engaged.

Changes on the Board are timeously communicated to relevant regulatory authorities and the investing public. Any Director who is appointed by the Board is presented at the next Annual General Meeting of the members of the Company for election in line with statutory requirements. In line with section 285 of CAMA, one-third of the non-executive members of the Board retire by rotation at Annual General Meetings. These board members have the option to present themselves for re-election to the Board at Annual General Meetings.

Directors' induction and training

Newly appointed Non-Executive Directors receive detailed letters of appointment from the Company while Executive Directors enter into contracts of service that are negotiated and agreed upon. Letters of appointment set out the terms of reference of the Board and its Committees, the Board structure, the Board Plan for the current year, remuneration, demands on his/ her time, and disclosure requirements. Letters of appointment are accompanied by induction packs containing relevant Company documents and policies such as the Memorandum and Articles of Association of the Company; the Company's latest Annual Report and Accounts;

Board meetings

Furthermore, the Directors hold sessions with the Executive Management, who provide insight regarding the Company's operations. To further enhance their knowledge and skills, periodic training programs are organised for Board members from time to time. This continuous learning approach ensures that Directors stay informed and well-equipped to fulfil their roles effectively.

Board Evaluation

To assess the effectiveness of the Board, Board Committees and individual Directors, a comprehensive Board evaluation was conducted for the financial year ended December 31, 2025. As permitted by relevant laws, the evaluation for the 2025 financial year was conducted internally.

The findings of the evaluation exercise confirm that the Board continues to operate at a high level of effectiveness. There is strong confidence among Directors in the Board's ability to provide strategic direction, exercise effective oversight, and uphold high standards of governance.

Retirement by rotation and Re-Election of Directors

In accordance with Article 90 (3) of the Articles of Association of the Company and Section 285 of CAMA, the directors retiring by rotation are Mr. Khalifa Biobaku and Ms. Obi James, and being eligible, offer themselves for re-election. The biographical information of Mr. Khalifa Biobaku and Ms. Obi James is contained in the Annual Report and on the Company's website (https://www.uacnplc.com).

Key:

P - Present

AWA - Absent with Apology

Composition of Board Committees

In the 2025 financial year, the Board functioned through two (2) Board Committees, namely: Risk Management Committee and Governance and Remuneration Committee.

Board Committees provide recommendations for approval by the full Board.

1. Ensuring the Company's risk exposures are within risk control approval limits;

2. Assessing new risk-return opportunities;

3. Undertaking at least annually, a thorough risk assessment covering all aspects of the Company's business and using the results of the risk assessment to update the risk management framework of the Company;

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