PDF ANNUAL REPORT & 2017

ANNUAL REPORT & FINANCIAL STATEMENTS

2017

1

Financial Highlights

2

Notice of Annual General Meeting

3

General Mandate Circular

5

Board of Directors and Corporate Information

6

Chairman's Statement

8

Directors' Report

13

Corporate Governance Report

15

Sustainability Report

22

Board of Directors and Company Secretary

32

Guinness Leadership Team

38

Corporate & Brand Events

41

Report of the Audit Committee

50

Statement of Directors' Responsibilities

51

Independent Auditor's Report

52

Statement of Financial Position

56

Income Statement

57

Statement of Other Comprehensive Income

58

Statement of Changes in Equity

59

Statement of Cash Flows

60

Notes to the Financial Statement

61

Value Added Statement

104

Financial Summary

105

Shareholders' Information

106

Complaints Management Policy

110

Guinness Nigeria Key Distributors

113

Proxy Form

115

E-Dividend Payment Mandate Form

117

2 Financial Highlights

2017

N'000

Results

Revenue

125,919,817

Operating profit

10,186,330

Profit/(loss) for the year

1,923,720

Total comprehensive income/(loss)

1,888,387

Restructuring costs

1,030,696

Declared dividend

752,944

Proposed dividend

963,768

Total equity

42,943,015

2016

N'000

Change%

101,973,030 4,415,623

(2,015,886) (1,843,347)

2,025,814 4,818,842

752,944 41,660,605

23% 131% 195% 202% (49%) (84%) 28%

3%

Data per 50 kobo share (in kobo) Basic and diluted earnings/(loss) per share Declared dividend Net assets

128 50 2,852

(134) 320 2,767

196% (84%)

3%

Stock exchange quotation at financial year end

7,150

10,925

(35%)

3 Notice Of Annual General Meeting

Notice is hereby given that the 67th Annual General Meeting of the Members of Guinness Nigeria Plc will be held at the Congress Hall, Transcorp Hilton Hotel, FCT Abuja on Wednesday, 25 October 2017 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 2017 and the Report of the Independent Auditors and the Audit Committee thereon.

2. To declare a dividend.

3. To elect/re-elect Directors

4. To authorise Directors to fix the remuneration of the Independent 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 an ordinary resolution of the Company:

"That, in compliance with the rules of the Nigerian Stock Exchange governing transactions with related parties or interested persons, the general mandate granted to the Company in respect of all recurrent transactions entered into with a related party

or interested person which are of a revenue or trading nature or are necessary for the Company's day to day operations including but not limited to the procurement of goods and services on normal commercial terms be and is hereby renewed".

Notes: 1. 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, Veritas Registrars Limited, Plot 89A, Ajose Adeogun Street, Victoria Island, Lagos not less than 48 hours before the time for holding the Meeting.

2. CLOSURE OF REGISTER The Register of Members and Transfer Book will be closed from 25 September 2017 to 29 September 2017 both days inclusive for the purpose of updating the Register of Members.

3. DIVIDEND WARRANTS If the payment of a dividend is approved, it is intended that the payment of the dividend will be made on Thursday, 26 October 2017

to holders of shares whose names appear on the Register of Members on 22 September 2017.

4. 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.

Shareholders are kindly requested to note the provisions of Rule 2(c) of the Rules of the Financial Reporting Council of Nigeria on the qualification for Chairmanship of the Audit Committee.

5. E-DIVIDEND Notice is hereby given to all shareholders to open bank accounts for the purpose of dividend payment. A detachable e-dividend payment mandate and change of address form is attached to the annual report to enable shareholders furnish particulars of their bank and CSCS Accounts numbers to the Registrar.

6. GENERAL MANDATE CIRCULAR A circular on the resolution for shareholders' renewal of the general mandate for recurrent transactions

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