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Guinness Nigeria Plc | Annual Report & Financial Statements 2012

3.

Financial Highlights

Results

Turnover Operating profit Profit before taxation Taxation Profit after taxation Declared dividend Proposed dividend Capital expenditure Shareholders' funds

Data per 50 kobo share (in kobo) Basic earnings Declared dividend Net assets Stock exchange quotation at financial year end

2012 N'000

2011 N'000

Change %

126,288,184 123,663,125

2

22,861,423 26,538,501

(14)

21,074,950 26,176,966

(19)

6,403,755

8,249,032

(22)

14,671,195 17,927,934

(18)

14,749,255 12,168,136

21

11,799,404 14,749,255

(20)

23,322,970 12,215,027

91

40,352,504 40,283,492

-

995

1,216

(18)

1,000

825

21

2,736

2,731

-

22,600

24,500

(8)

The Directors recommend, subject to approval at the next Annual General Meeting, the payment of a final dividend of N11.8 billion (2011: N14.7 billion), which based on the number of ordinary shares in issue on 30 June 2012, represents a dividend of 800 kobo per ordinary share (2011: 1,000k). As an alternative, the Directors also recommend, subject to shareholder's approval, an option of a scrip dividend, which at the current trading price, represents an option of 1 ordinary share for every 33 ordinary shares held by each shareholder. The dividend is subject to deduction of withholding tax at the applicable rate.

To qualify for the scrip dividend option, shareholders must complete and return their scrip dividend mandate form to the Company's registrar no later than 15 October 2012. Explanatory Notes on the Scrip Dividend will accompany the Notice of Annual General Meeting and the Financial Statements.

4. Guinness Nigeria Plc | Annual Report & Financial Statements 2012

Notice of Meeting

NOTICE IS HEREBY GIVEN that the 62nd Annual General Meeting of the Members of Guinness Nigeria Plc will be held at the Congress Hall of the Transcorp Hilton Hotel, Abuja FCT on 02 November 2012 at 11.00 O'clock in the forenoon to transact the following businesses:

Agenda

ORDINARY BUSINESS 1. To receive the Report of the Directors, the Financial Statements for the year ended 30 June 2012 and the Report of the

Auditors thereon. 2. To declare a dividend. 3. To re-elect Directors. 4. To authorise Directors to fix the remuneration of the Auditors. 5. To elect Members of the Audit Committee.

SPECIAL BUSINESS 6. To fix the remuneration of the Directors. 7. To consider, and if thought fit, pass the following resolution as a special resolution:

"that Article 131 of the Company's Articles of Association be and is hereby amended by deleting the current Article 131 and substituting in its place the following:

`The balance sheet shall be signed by two Directors and the profit and loss account and the auditors' report shall be attached thereto. A copy of such balance sheet and the profit and loss account together with a copy of the directors' report, the auditors' report, the audit committee's report and every other document required by law to be annexed thereto which shall either be in printed or compact disk or other electronic format shall be sent to every Member of the Company, every debenture holder of whose address the Company is aware and other persons entitled to them by law and shall be published on the Company's website at least twenty-one days before the meeting at which the same are to be laid before the Members of the Company and two copies of every such document shall at the same time be sent to the Director-General of the Nigerian Stock Exchange'."

8. To consider, and, if thought fit, pass the following resolutions as ordinary resolutions:

a. "That in accordance with Articles 118 and 119 of the Company's Articles of Association, the Board of Directors ("the Board") be and are hereby authorized to offer, subject to the market conditions at the time, to shareholders entitled to receive cash dividends to elect to receive 1 ordinary share for every 33 ordinary shares held by them as at 5th October 2012 ("the New Ordinary Shares") instead of the cash dividends ("the Scheme"). Details of how the Scheme will operate are set out in the Explanatory Note issued with this Notice. The New Ordinary Shares will be credited as fully paid and will, when issued, rank pari passu in all respects with the Company's existing ordinary shares, including the right to receive all dividends declared after the date of issue.

b. The Directors are hereby authorized to take all necessary steps to give due effect to the above resolution according to its terms including registering the New Ordinary Shares with the Securities and Exchange Commission as well as listing the New Ordinary Shares on the floor of the Nigerian Stock Exchange."

Guinness Nigeria Plc | Annual Report & Financial Statements 2012

5.

Notes:

PROXY A Member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not also be a member. A form of proxy is enclosed and if it is to be valid for the purposes of the Meeting, it must be completed and deposited at the office of the Registrar, Zenith Registrars Limited, Plot 89A, Ajose Adeogun Street, Victoria Island, Lagos not less than 48 hours before the time for holding the Meeting.

CLOSURE OF REGISTER The Register of Members and Transfer Book will be closed from Monday, 8th October 2012 to Friday, 12th October 2012, both days inclusive for the purpose of updating the Register of Members.

EXPLANATORY NOTES Explanatory Notes on the proposed resolutions to authorise a scrip dividend has been included in the Annual Report and Financial Statements posted to each Member. Any Member who is yet to receive the Explanatory Notes may obtain a copy from the Registrar, Zenith Registrars Limited, Plot 89A, Ajose Adeogun Street, Victoria Island, Lagos.

DIVIDEND WARRANTS If the payment of the dividend/scrip dividend is approved, it is intended that the warrants and scrip certificates will be posted on 05 November 2012 to holders of shares whose names appear in the Register of Members on Friday, 5th October 2012.

AUDIT COMMITTEE In accordance with Section 359(5) of the Companies and Allied Matters Act [cap C20, Laws of the Federation of Nigeria, 2004], a nomination (in writing) by any Member or a shareholder for appointment to the Audit Committee should reach the Company Secretary at least 21 days before the date of the Annual General Meeting.

Dated: 12 September 2012

By Order of the Board

SESAN SOBOWALE Company Secretary

REGISTERED OFFICE The Ikeja Brewery Oba Akran Avenue Private Mail Bag 21071, Ikeja.

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